UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM 8-K

 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): March 15, 2017

 
MOLSON COORS BREWING COMPANY
(Exact name of registrant as specified in its charter)

 

Delaware	 	1-14829	 	84-0178360	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	
 
1801 California Street, Suite 4600, Denver, Colorado 80202
1555 Notre Dame Street East, Montréal, Québec, Canada H2L 2R5
 (Address of principal executive offices, including Zip Code)
 
(303) 927-2337 / (514) 521-1786
 (Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o                       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o                       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o                       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o                       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
Item 1.01 Entry into a Material Definitive Agreement.
 
The disclosure under Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.
 
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
Sale of Notes in Aggregate Principal Amount of Approximately $1.5 Billion
 
On March 15, 2017, the previously announced offerings of (i) $500 million aggregate principal amount of 1.900% Senior Notes due 2019 (“ 2019 USD Notes ”) and $500 million aggregate principal amount of 2.250% Senior Notes due 2020 (“ 2020 USD Notes ” and, together with the 2019 USD Notes, the “ USD Notes ”) of Molson Coors Brewing Company (the “ Company ”) and (ii) €500 million aggregate principal amount of Senior Floating Rate Notes due 2019 (the “ EUR Notes ”) of the Company, were completed (each, an “ Offering ” and, together, the “ Concurrent Offerings ”).
 
The USD Notes are governed by an Indenture, dated as of March 15, 2017, among the Company, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A. (“ BNYMTC ”), as trustee (the “ USD Indenture ”), for the benefit of the holders of the USD Notes. The USD Indenture is filed herewith as Exhibit 4.1. The forms of the 2019 USD Notes and the 2020 USD Notes are filed herewith as Exhibits 4.2 and 4.3, respectively.
 
The EUR Notes are governed by an Indenture, dated as of March 15, 2017, among the Company, the Guarantors and BNYMTC as trustee (the “ EUR Indenture ” and, together with the USD Indenture, the “ Indentures ”), for the benefit of the holders of the EUR Notes. The EUR Indenture is filed herewith as Exhibit 4.4. The form of the EUR Note is filed herewith as Exhibit 4.5.
 
The USD Notes and the EUR Notes were offered and sold in a private offering to persons reasonably believed to be qualified institutional buyers in accordance with rule 144A under the Securities Act of 1933, as amended (the “ Securities Act ”), and to non-U.S. persons outside the United States pursuant to regulation S under the Securities Act.
 
The USD Notes bear interest at the applicable rate per annum listed in the description of each series of the USD Notes. Interest on the USD Notes is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2017. The EUR Notes bear interest at the applicable three-month EURIBOR plus 0.350% (reset quarterly). Interest on the EUR Notes is payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2017. The USD Notes and the EUR Notes are jointly and severally guaranteed on a full and unconditional senior unsecured basis by Molson Coors International LP , Molson Coors Holdco Inc., MillerCoors LLC, Coors Brewing Company, CBC Holdco LLC, CBC Holdco 2 LLC, MC Holding Company LLC, MillerCoors Holdings LLC, Newco3, Inc., CBC Holdco 3, Inc., Jacob Leinenkugel Brewing Co., LLC, Coors International Holdco 2, ULC, Molson Canada 2005, Molson Coors International General, ULC and Molson Coors Callco ULC (collectively, the “ Guarantors ”). The USD Notes and the EUR Notes and the related guarantees are senior unsecured obligations of the Company and the Guarantors and will rank pari passu with all other unsubordinated debt of the Company and the Guarantors and senior to all future subordinated debt of the Company and the Guarantors. The USD Notes and the EUR Notes will be structurally subordinated to all present and future debt and other obligations of the Company’s subsidiaries that are not Guarantors. The USD Notes and the EUR Notes and the related guarantees will be effectively junior to the current and future secured obligations of the Company and the Guarantors to the extent of the assets securing such obligations.
 
In connection with the offering and sale of the USD Notes and the EUR Notes, the Company and the Guarantors entered into a Registration Rights Agreement, dated as of March 15, 2017 (the “ Registration Rights Agreement ”), with the Initial Purchasers (as defined in the Registration Rights Agreement) with respect to the USD Notes and the EUR Notes. Under the Registration Rights Agreement, the Company and the Guarantors have agreed, with respect to the USD Notes and the EUR Notes, to use their reasonable best efforts to, within 365 days of the closing date of the offering of the USD Notes and the EUR Notes, file an Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) covering an offer to the holders of the USD and the EUR Notes to exchange the
 
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USD and the EUR Notes for senior unsecured notes issued by the Company and guaranteed by the Guarantors containing terms identical to the USD Notes or the EUR Notes (the “ Exchange Notes ”), as applicable, except that the Exchange Notes will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with the Registration Rights Agreement. If the Company fails to satisfy these and other obligations contained in the Registration Rights Agreement, additional payments of interest will accrue on the USD Notes and the EUR Notes. The Registration Rights Agreement is filed herewith as Exhibit 4.6.
 
The net proceeds from the Concurrent Offerings, after deducting estimated fees and expenses and the initial purchasers’ commissions and underwriters’ discounts and commissions, were approximately $1,523 million. The net proceeds are expressed in U.S. dollars and include $527.9 million related to the Offering of the EUR Notes, based on the noon buying rate published by the European Central Bank on March 6, 2017, which was $1.0592 per €1.00. All of the net proceeds of the Concurrent Offerings will be used to repay a portion of the amounts outstanding under the Company’s term loan facility.
 
The Company may, at its option, at any time and from time to time redeem all or any portion of the 2019 USD Notes at any time prior to the maturity date, or the 2020 USD Notes at any time prior to February 15, 2020 (the “ Par Call Date ”), at a redemption price equal to 100% of the principal amount of the USD Notes being redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption, plus an applicable make-whole premium. The 2020 USD Notes are redeemable, in whole or in part, at any time and from time to time on or after the Par Call Date, at a redemption price equal to 100% of the principal amount of the 2020 USD Notes being redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption.
 
The Company may redeem all, but not part, of the EUR Notes in the event of certain changes in the tax laws in the relevant jurisdiction (as further described in the EUR Indenture), at a redemption price of 100% of the principal amount of the EUR Notes redeemed, plus accrued and unpaid interest to the redemption date. Subject to certain exceptions and limitations set forth in the EUR Indenture, the Company will pay additional amounts as may be necessary to ensure that every net payment on a EUR Note to a holder, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such payment by the relevant jurisdiction, will not be less than the amount provided in such EUR Note to be then due and payable.
 
The terms of the Indentures, among other things, limit the ability of the Company and its restricted subsidiaries to (i) incur additional secured indebtedness, (ii) enter into certain sale and leaseback transactions and (iii) merge, sell, convey, transfer or lease substantially all of their assets. These covenants are subject to a number of important limitations and exceptions that are described in the applicable Indenture.
 
The Indentures provide for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the applicable Indenture, payment defaults or acceleration of other indebtedness and certain events of bankruptcy and insolvency. If an event of default occurs and is continuing, the applicable trustee or holders of at least 25% in principal amount outstanding of the applicable series of Notes may declare the principal and the accrued and unpaid interest, if any, on all of such series of Notes to be due and payable. These events of default are subject to a number of important qualifications, limitations and exceptions that are described in the applicable Indenture.
 
The foregoing descriptions of the Indentures and the Registration Rights Agreement are qualified in their entirety by reference to the actual agreements.
 
Item 9.01 Financial Statements and Exhibits.
 
(d)                                  Exhibits.

Exhibit
Number	 	Description	
4.1	 	Indenture, dated as of March 15, 2017, among Molson Coors Brewing Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee	
 
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4.2	 	Form of 1.900% Senior Note due 2019 (included in Exhibit 4.1)	
4.3	 	Form of 2.250% Senior Note due 2020 (included in Exhibit 4.1)	
4.4	 	Indenture, dated as of March 15, 2017, among Molson Coors Brewing Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee	
4.5	 	Form of Senior Floating Rate Note due 2019 (included in Exhibit 4.4)	
4.6	 	Registration Rights Agreement, dated as of March 15, 2017, among Molson Coors Brewing Company, the guarantors party thereto and the initial purchasers party thereto	
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: March 15, 2017

 	MOLSON COORS BREWING COMPANY	
 	 	
 	By:	/s/ E. Lee Reichert	
 	 	E. Lee Reichert	
 	 	Deputy Chief Legal Officer and Secretary	
 
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Exhibit Index

Exhibit
Number	 	Description	
4.1	 	Indenture, dated as of March 15, 2017, among Molson Coors Brewing Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee	
4.2	 	Form of 1.900% Senior Note due 2019 (included in Exhibit 4.1)	
4.3	 	Form of 2.250% Senior Note due 2020 (included in Exhibit 4.1)	
4.4	 	Indenture, dated as of March 15, 2017, among Molson Coors Brewing Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee	
4.5	 	Form of Senior Floating Rate Note due 2019 (included in Exhibit 4.4)	
4.6	 	Registration Rights Agreement, dated as of March 15, 2017, among Molson Coors Brewing Company, the guarantors party thereto and the initial purchasers party thereto	
 
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Exhibit 4.1

 	

MOLSON COORS BREWING COMPANY, as Issuer
 
and
 
THE GUARANTORS NAMED HEREIN, as Guarantors
 
and
 
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

 
INDENTURE
 
Dated as of March 15, 2017

 
1.900% Senior Notes due 2019
2.250% Senior Notes due 2020

 

 
TABLE OF CONTENTS

 

 	 	PAGE	
 	 	 	
ARTICLE 1	
DEFINITIONS AND INCORPORATION BY REFERENCE	
 	
Section 1.01.	Definitions	1	
Section 1.02.	Rules of Construction	12	
 	 	 	
ARTICLE 2	
THE NOTES	
 	
Section 2.01.	Form, Dating and Denominations; Legends	12	
Section 2.02.	Execution and Authentication; Exchange Notes; Additional Notes	14	
Section 2.03.	Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust	15	
Section 2.04.	Replacement Notes	15	
Section 2.05.	Outstanding Notes	15	
Section 2.06.	Temporary Notes	16	
Section 2.07.	Cancellation	16	
Section 2.08.	CUSIP and ISIN Numbers	17	
Section 2.09.	Registration, Transfer and Exchange	17	
Section 2.10.	Restrictions on Transfer and Exchange	20	
Section 2.11.	Temporary Offshore Global Notes	22	
 	 	 	
ARTICLE 3	
REDEMPTION; OFFER TO PURCHASE	
 	 	 	
Section 3.01.	Optional Redemption	23	
Section 3.02.	Method and Effect of Redemption	24	
Section 3.03.	Offer to Purchase	25	
 	 	 	
ARTICLE 4	
COVENANTS	
 	
Section 4.01.	Payment of Notes	27	
Section 4.02.	Maintenance of Office or Agency	27	
Section 4.03.	Existence	28	
Section 4.04.	Limitations on Secured Debt	28	
Section 4.05.	Limitation on Sale and Leaseback Transactions	29	
Section 4.06.	Repurchase of Notes Upon a Change of Control Triggering Event	30	
Section 4.07.	Future Guarantors	30	
Section 4.08.	[Reserved.]	31	
Section 4.09.	Financial Reports	31	
Section 4.10.	Reports to Trustee	31	
 
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ARTICLE 5	
CONSOLIDATION, MERGER OR SALE OF ASSETS	
 	
Section 5.01.	Consolidation, Merger or Sale of Assets	31	
 	 	 	
ARTICLE 6	
DEFAULT AND REMEDIES	
 	
Section 6.01.	Events of Default	33	
Section 6.02.	Acceleration	33	
Section 6.03.	Other Remedies	34	
Section 6.04.	Waiver of Past Defaults	34	
Section 6.05.	Control by Majority	34	
Section 6.06.	Limitation on Suits	34	
Section 6.07.	Rights of Holders to Receive Payment	35	
Section 6.08.	Collection Suit by Trustee	35	
Section 6.09.	Trustee May File Proofs of Claim	35	
Section 6.10.	Priorities	36	
Section 6.11.	Restoration of Rights and Remedies	36	
Section 6.12.	Undertaking for Costs	36	
Section 6.13.	Rights and Remedies Cumulative	36	
Section 6.14.	Delay or Omission Not Waiver	37	
Section 6.15.	Waiver of Stay, Extension or Usury Laws	37	
 	 	 	
ARTICLE 7	
THE TRUSTEE	
 	 	 	
Section 7.01.	Certain Duties and Responsibilities	37	
Section 7.02.	Certain Rights of Trustee	38	
Section 7.03.	Individual Rights of Trustee	40	
Section 7.04.	Trustee’s Disclaimer	40	
Section 7.05.	Notice of Default	40	
Section 7.06.	Reports by Trustee to Holders	41	
Section 7.07.	Compensation and Indemnity	41	
Section 7.08.	Replacement of Trustee	41	
Section 7.09.	Successor Trustee by Merger	42	
Section 7.10.	Eligibility	43	
Section 7.11.	Money Held in Trust	43	
 	 	 	
ARTICLE 8	
DEFEASANCE AND DISCHARGE	
 	 	 	
Section 8.01.	Discharge of Company’s Obligations	43	
Section 8.02.	Legal Defeasance	44	
Section 8.03.	Covenant Defeasance	44	
Section 8.04.	Application of Trust Money	45	
Section 8.05.	Repayment to Company	45	
 
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Section 8.06.	Reinstatement	45	
 	 	 	
ARTICLE 9	
AMENDMENTS, SUPPLEMENTS AND WAIVERS	
 	
Section 9.01.	Amendments Without Consent of Holders	46	
Section 9.02.	Amendments with Consent of Holders	47	
Section 9.03.	Effect of Consent	48	
Section 9.04.	Trustee’s Rights and Obligations	48	
Section 9.05.	Conformity with Trust Indenture Act	49	
 	 	 	
ARTICLE 10	
GUARANTEES	
 	 	 	
Section 10.01.	The Guarantees	49	
Section 10.02.	Guaranty Unconditional	49	
Section 10.03.	Discharge; Reinstatement	50	
Section 10.04.	Waiver by the Guarantors	50	
Section 10.05.	Subrogation and Contribution	50	
Section 10.06.	Stay of Acceleration	50	
Section 10.07.	Limitation on Amount of Guaranty	50	
Section 10.08.	Execution and Delivery of Guaranty	50	
Section 10.09.	Release of Guaranty	51	
 	 	 	
ARTICLE 11	
MISCELLANEOUS	
 	 	 	
Section 11.01.	Trust Indenture Act of 1939	51	
Section 11.02.	Noteholder Communications; Noteholder Actions	51	
Section 11.03.	Notices	52	
Section 11.04.	Certificate and Opinion as to Conditions Precedent	53	
Section 11.05.	Statements Required in Certificate or Opinion	54	
Section 11.06.	Payment Date Other Than a Business Day	54	
Section 11.07.	Governing Law	54	
Section 11.08.	No Adverse Interpretation of Other Agreements	54	
Section 11.09.	Successors	54	
Section 11.10.	Duplicate Originals	55	
Section 11.11.	Separability	55	
Section 11.12.	Table of Contents and Headings	55	
Section 11.13.	No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders	55	
 	 	 	
EXHIBITS	 	 	
EXHIBIT A-1	Form of 2019 Note	 	
EXHIBIT A-2	Form of 2020 Note	 	
EXHIBIT B	Form of Supplemental Indenture	 	
 
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EXHIBIT C	Restricted Legend	 	
EXHIBIT D	DTC Legend	 	
EXHIBIT E	Regulation S Certificate	 	
EXHIBIT F	Rule 144A Certificate	 	
EXHIBIT G	Institutional Accredited Investor Certificate	 	
EXHIBIT H	Certificate of Beneficial Ownership	 	
EXHIBIT I	Temporary Offshore Global Note Legend	 	
 
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INDENTURE, dated as of March 15, 2017, between Molson Coors Brewing Company, a Delaware corporation (the “ Company ”), the Guarantors (as defined herein) party hereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”).
 
RECITALS
 
The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of up to $500,000,000 aggregate principal amount of the Company’s 1.900% Senior Notes Due 2019 (the “ 2019 Initial Notes ”) and $500,000,000 aggregate principal amount of the Company’s 2.250% Senior Notes Due 2020 (the “ 2020 Initial Notes ” and, together with the 2019 Initial Notes, the “ Initial Notes ”) (each of which is being issued as a separate series hereunder), and, if and when issued, any Additional Notes of either series, together with any Exchange Notes of such series issued therefor as provided herein (the “ 2019 Notes ” or the “ 2020 Notes ” and, collectively, the “ Notes ”).  All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done, and the Company has done all things necessary to make the Notes (in the case of the Additional Notes, when duly authorized), when executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid obligations of the Company as hereinafter provided.
 
In addition, the Guarantors party hereto have duly authorized the execution and delivery of this Indenture as guarantors of the Notes.  All things necessary to make this Indenture a valid agreement of each Guarantor, in accordance with its terms, have been done, and each Guarantor has done all things necessary to make the Note Guarantees, when the Notes are executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid obligations of such Guarantor as hereinafter provided.
 
This Indenture is subject to, and will be governed by, the provisions of the Trust Indenture Act that are required to be a part of and govern indentures qualified under the Trust Indenture Act.
 
THIS INDENTURE WITNESSETH
 
For and in consideration of the premises and the purchase of the Notes by the Holders thereof, the parties hereto covenant and agree, for the equal and proportionate benefit of all Holders, as follows:
 
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
 
Section 1.01.         Definitions.
 
“ Additional Interest ” means additional interest owed to the Holders pursuant to a Registration Rights Agreement.
 
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“ Additional Debt ” means any senior unsecured notes issued by the Company in future capital markets transactions.
 
“ Additional Notes ” means any notes of a series issued under this Indenture in addition to the Original Notes of such series, including any Exchange Notes issued in exchange for such Additional Notes, having the same terms in all respects as the Original Notes of such series, or in all respects except with respect to interest paid or payable on or prior to the first interest payment date after the issuance of such Additional Notes.
 
“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
 
“ Agent ” means any Registrar, Paying Agent or Authenticating Agent, and their permitted successors and assigns.
 
“ Agent Member ” means a member of, or a participant in, the Depositary.
 
“ Attributable Debt ” means, as to any particular lease under which any Person is at the time liable and at any date as of which the amount of such liability is to be determined, the total net amount of rent required to be paid by such Person under such lease during the remaining primary term thereof, discounted from the respective due dates thereof to such date at the actual percentage rate inherent in such arrangements as determined in good faith by the Company. The net amount of rent required to be paid under any such lease for any such period shall be the aggregate amount payable by the lessee with respect to such period after excluding amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments and similar charges. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be terminated.
 
“ Authenticating Agent ” refers to a Person engaged to authenticate the Notes in the stead of the Trustee.
 
“ bankruptcy default ” has the meaning assigned to such term in Section 6.01.
 
“ Below Investment Grade Rating Event ” means the Notes of the applicable series are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the earlier of (1) the occurrence of a Change of Control or (2) public notice of the Company’s intention to effect a Change of Control, in each case until the end of the 60-day period following the earlier of (1) the occurrence of a Change of Control or (2) public notice of the Company’s intention to effect a Change of Control; provided, however , that if during such 60-day period one or more Rating Agencies has publicly
 
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announced that it is considering a possible downgrade of the Notes, then such 60-day period shall be extended for such time as the rating of the Notes by any such Rating Agency remains under publicly announced consideration for possible downgrade.
 
Notwithstanding the foregoing, a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at the Company’s or its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the Below Investment Grade Rating Event).
 
“ beneficial owner ” will be determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”), as in effect on the date of this indenture.
 
“ beneficially own ” and “ beneficially owned ” have meanings correlative to that of beneficial owner.
 
“ Board of Directors ” means the board of directors of the Company or the executive or any other committee of that board duly authorized to act in respect hereof.
 
“ Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks in New York City or in the city where the Corporate Trust Office of the Trustee is located are authorized by law to close.
 
“ Capital Stock ” means, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options, participations, units or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, but excluding any debt securities convertible into such equity.
 
“ Certificate of Beneficial Ownership ” means a certificate substantially in the form of Exhibit H.
 
“ Change of Control ” means the occurrence of any of the following: (1) any “person” or “group” (other than the “Permitted Parties”) is or becomes (by way of merger or consolidation or otherwise) the “beneficial owner,” directly or indirectly, of shares of the Company’s Voting Stock representing 50% or more of the total voting power of all outstanding classes of the Company’s Voting Stock or has the power, directly or indirectly, to elect a majority of the members of the Company’s board of directors; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties and assets of the Company and its Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to (i) the Company or one of its Subsidiaries, or (ii) one or more Permitted Parties; or (3) the
 
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holders of the Company’s capital stock approve any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the terms of this Indenture).
 
Notwithstanding the foregoing, (a) a transaction will not be deemed to involve a Change of Control if (i) the Company becomes a direct or indirect wholly owned subsidiary of a holding company and (ii)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company, and (b) the right to acquire Voting Stock (so long as such person does not have the right to direct the voting of the Voting Stock subject to such right) or any veto power in connection with the acquisition or disposition of Voting Stock will not cause a party to be a “beneficial owner.”
 
For purposes of this definition, “person” or “group” have the meanings given to them for purposes of Sections 13(d) and 14(d) of the Exchange Act as in effect on the issue date of the Notes (but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, and any Permitted Party shall be excluded when determining the members of such “group”), and the term “group” includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act as in effect on the issue date of the Notes.
 
“ Change of Control Triggering Event ” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.
 
“ Code ” means the Internal Revenue Code of 1986.
 
“ Commission ” means the Securities and Exchange Commission.
 
“ Company ” means the party named as such in the first paragraph of this Indenture or any successor obligor under this Indenture and the Notes pursuant to Article 5.
 
“ Comparable Treasury Issue ” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated (on a day-count basis) maturity comparable to the maturity date, in the case of the 2019 Notes, or the Par Call Date, in the case of the 2020 Notes, that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the maturity date of the 2019 Notes or the Par Call Date of the 2020 Notes, as applicable.
 
“ Comparable Treasury Price ” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after
 
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excluding the highest and lowest such Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations or, if only one such Reference Treasury Dealer Quotation is obtained, such Reference Treasury Dealer Quotation.
 
“ Consolidated Net Tangible Assets ” means the consolidated total assets of the Company, including its consolidated subsidiaries, after deducting current liabilities (except for those which are Funded Debt or the current maturities of Funded Debt) and goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other intangible assets. Deferred income taxes, deferred investment tax credit or other similar items, as calculated in accordance with GAAP, will not be considered as a liability or as a deduction from or adjustment to total assets.
 
“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
 
“ Corporate Trust Office ” means the office of the Trustee at which the corporate trust business of the Trustee is principally administered, which at the date of this Indenture is located at 400 South Hope Street, Suite 500, Los Angeles, California 90071, Attention: Corporate Unit.
 
“ Debt ” means, with respect to any Person, without duplication,
 
(1)        indebtedness for money borrowed of such Person, whether outstanding on the date of this indenture or thereafter incurred; and
 
(2)        indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable.
 
The amount of indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the amount of any contingent obligation at such date that would be classified as indebtedness in accordance with GAAP; provided, however , that (i) in the case of indebtedness sold at a discount, the amount of such indebtedness at any time will be the accreted value thereof at such time and (ii) otherwise the amount of such indebtedness will be the principal amount of such indebtedness.
 
“ Default ” means any event that is, or after notice or passage of time or both would be, an Event of Default.
 
“ Depositary ” means the depositary of each Global Note, which initially will be DTC.
 
“ DTC ” means The Depository Trust Company, a New York corporation, and its successors.
 
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“ DTC Legend ” means the legend set forth in Exhibit D.
 
“ Event of Default ” has the meaning assigned to such term in Section 6.01.
 
“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.
 
“ Exchange Notes ” means the Notes of the Company of a series issued in exchange for, and in an aggregate principal amount equal to, the Initial Notes or any Initial Additional Notes of such series, in compliance with the terms of a Registration Rights Agreement and containing terms substantially identical to the Initial Notes or any Initial Additional Notes of such series (except that (i) such Exchange Notes will be registered under the Securities Act and will not be subject to transfer restrictions or bear the Restricted Legend, and (ii) the provisions relating to Additional Interest will be eliminated).
 
“ Exchange Offer ” means an offer by the Company to the Holders of the Initial Notes or any Initial Additional Notes of a series to exchange outstanding Notes of such series for Exchange Notes of such series, as provided for in a Registration Rights Agreement.
 
“ Exchange Offer Registration Statement ” means the Exchange Offer Registration Statement as defined in a Registration Rights Agreement.
 
“ Existing Notes ” means the 3.95% Series A Notes due 2017 guaranteed by the Company, the 2.25% Notes due 2018 guaranteed by the Company, the 2.75% Notes due 2020 guaranteed by the Company, the 2.84% Notes due 2023 guaranteed by the Company, 3.44% Notes due 2026 guaranteed by the Company, the 2.0% Notes due 2017 issued by the Company, the 1.45% Notes due 2019 issued by the Company, the 2.10% Notes due 2021 issued by the Company, the 3.5% Notes due 2022 issued by the Company, the 3.0% Notes due 2026 issued by the Company, the 5.0% Notes due 2042 issued by the Company, the 4.2% Notes due 2046 issued by the Company or the 1.25% Notes due 2024 issued by the Company.
 
“ Funded Debt ” of any Person means (a) all Debt of such Person having a maturity of more than 12 months from the date as of which the determination is made or having a maturity of 12 months or less but by its terms being renewable or extendable beyond 12 months from such date at the option of such Person, or (b) rental obligations of such Person payable more than 12 months from such date under leases which are capitalized in accordance with GAAP (such rental obligations to be included as Funded Debt at the amount so capitalized).
 
“ GAAP ” means generally accepted accounting principles in the United States which are in effect on the issue date of the Notes. At any time after the issue date of the Notes, the Company may elect to apply International Financial Reporting Standards as issued by the International Accounting Standards Board (“ IFRS ”) accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS on the date of such election; provided that any such election, once made, shall be irrevocable; provided, further , that any calculation or determination
 
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in this Indenture that requires the application of GAAP for periods that include fiscal quarters ended  prior to the Company’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP.
 
“ Global Note ” means a Note in registered global form without interest coupons.
 
“ Guarantor ” means (a) Molson Coors International LP, Molson Canada 2005, Molson Coors International General, ULC, Molson Coors Callco ULC, Coors Brewing Company, Molson Coors Holdco Inc., CBC Holdco LLC, MC Holding Company LLC, CBC Holdco 2 LLC, Newco3, Inc., MillerCoors LLC, CBC Holdco 3, Inc., MillerCoors Holdings LLC, Jacob Leinenkugel Brewing Co., LLC and Coors International Holdco 2, ULC and (b) each of the Company’s future Subsidiaries that guarantees the Notes pursuant to Section 4.07, until in each case, such entity is released as a Guarantor pursuant to Section 10.09.
 
“ Holder ” or “ Noteholder ” means the registered holder of any Note.
 
“ Indenture ” means this indenture, as amended or supplemented from time to time.
 
“ Independent Investment Banker ” means an independent investment banking institution of national standing appointed by the Company, which may be one of the Reference Treasury Dealers.
 
“ Initial Additional Notes ” means Additional Notes of a series issued in an offering not registered under the Securities Act and any Notes issued in replacement thereof, but not including any Exchange Notes issued in exchange therefor.
 
“ Initial Notes ” means the Notes of a series issued on the Issue Date and any Notes issued in replacement thereof, but not including any Exchange Notes issued in exchange therefor.
 
“ Initial Purchasers ” means the initial purchasers party to a purchase agreement with the Company relating to the sale of the Notes or Additional Notes by the Company.
 
“ interest ” in respect of the Notes, unless the context otherwise requires, refers to interest and Additional Interest, if any.
 
“ Interest Payment Date ” means each March 15 and September 15 of each year, commencing on September 15, 2017.
 
“ Investment Grade Rating ” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P.
 
“ Issue Date ” means the date on which the Original Notes are originally issued under this Indenture.
 
“ Moody’s ” means Moody’s Investors Service, Inc., and its successors.
 
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“ Non-U.S. Person ” means a Person that is not a “U.S. person,” as such term is defined in Regulation S.
 
“ Notes ” has the meaning assigned to such term in the Recitals.
 
“ Note Guaranty ” means the guaranty of the Notes by a Guarantor pursuant to this Indenture.
 
“ Offer to Purchase ” has the meaning assigned to such term in Section 3.03.
 
“ Officer ” means the chairman of the Board of Directors, the president or chief executive officer, any vice president, the chief financial officer, the treasurer or any assistant treasurer, or the secretary or any assistant secretary, of the Company.
 
“ Officer’s Certificate ” means a certificate signed in the name of the Company by any of the Chairman of the Board of Directors, Chief Executive Officer, the President or a Vice President, Treasurer, an Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary of the Company.
 
“ Offshore Global Note ” means a Global Note representing Notes issued and sold pursuant to Regulation S.
 
“ Opinion of Counsel ” means a written opinion signed by legal counsel, who may be an employee of or counsel to the Company, satisfactory to the Trustee.
 
“ Original Notes ” means the Initial Notes of a series and any Exchange Notes of such series issued in exchange therefor.
 
“ Par Call Date ” means February 15, 2020.
 
“ Paying Agent ” refers to a Person engaged to perform the obligations of the Trustee in respect of payments made or funds held hereunder in respect of the Notes.
 
“ Permanent Offshore Global Note ” means an Offshore Global Note that does not bear the Temporary Offshore Global Note Legend.
 
“ Permitted Party ” means (a) (i) the Adolph Coors, Jr. Trust, (ii) any trustee of such Trust acting in its capacity as such, (iii) any Person that is a beneficiary of such trust on the date hereof, (iv) any other trust or similar arrangement for the benefit of such beneficiaries, (v) the successors of any such  Persons, (vi) any Persons Controlled by such Persons, (vii) Peter H. Coors and Marilyn E. Coors, their estates, their lineal descendants and any other trust for the benefit of such Persons and (viii) any Person who any of the foregoing have voting control over the Voting Stock of the Company held by such Person; and (b) (i) Pentland Securities (1981) Inc., a Canadian corporation, (ii) Lincolnshire Holdings Inc., (iii) Nooya Investments Inc., (iv) Eric Molson and Stephen Molson, their spouses, their estates, their lineal descendants and any trusts for the benefit of such Persons (including, as to any common stock of the Company held by it for the benefit of such Persons, the trust established under the Voting and Exchange Trust
 
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Agreement (as defined in the Combination Agreement dated as of July 21, 2004 between the Company and Molson), (v) the successors of any such Persons, (vi) any Persons Controlled by such Persons, and (vii) any Person who any of the foregoing have voting control over the Voting Stock of the Company held by such Person.
 
“ Person ” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity.
 
“ principal ” of any Debt means the principal amount of such Debt, (or if such Debt was issued with original issue discount, the face amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt), together with, unless the context otherwise indicates, any premium then payable on such Debt.
 
“ Principal Property ” means any brewery, manufacturing, processing or packaging plant or warehouse owned at the date of this indenture or thereafter acquired by the Company or any Restricted Subsidiary which is located within the United States or Canada, other than any property which in the opinion of the Board of Directors of the Company is not of material importance to the total business conducted by the Company and the Restricted Subsidiaries as an entirety.
 
“ Rating Agencies ” means (1) each of Moody’s and S&P; and (2) if any of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement agency for Moody’s or S&P, or both, as the case may be.
 
“ Reference Treasury Dealer ” means any primary U.S. government securities dealer in the United States selected by the Company.
 
“ Reference Treasury Dealer Quotation ” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding such redemption date.
 
“ Register ” has the meaning assigned to such term in Section 2.09.
 
“ Registrar ” means a Person engaged to maintain the Register.
 
“ Registration Rights Agreement ” means (i) the Registration Rights Agreement dated on or about the Issue Date between the Company and the Initial Purchasers party thereto with respect to the Initial Notes, and (ii) with respect to any Additional Notes, any registration rights agreements between the Company and the Initial Purchasers party thereto relating to rights given by the Company to the purchasers of Additional Notes to
 
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register such Additional Notes or exchange them for Notes registered under the Securities Act.
 
“ Regular Record Date ” for the interest payable on any Interest Payment Date means the March 1 or September 1 (whether or not a Business Day) next preceding such Interest Payment Date.
 
“ Regulation S ” means Regulation S under the Securities Act.
 
“ Relevant Jurisdiction ” means the United States or a political subdivision or taxing authority of, or in, the United States.
 
“ Responsible Officer ” shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, senior associate, associate, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.
 
“ Restricted Legend ” means the legend set forth in Exhibit C hereto.
 
“ Restricted Subsidiary ” means a Subsidiary of the Company (a) substantially all the property of which is located, or substantially all the business of which is carried on, within the United States or Canada, and (b) which owns a Principal Property.
 
“ Rule 144A ” means Rule 144A under the Securities Act.
 
“ Rule 144A Certificate ” means (i) a certificate substantially in the form of Exhibit F hereto or (ii) a written certification addressed to the Company and the Trustee to the effect that the Person making such certification (x) is acquiring such Note (or beneficial interest) for its own account or one or more accounts with respect to which it exercises sole investment discretion and that it and each such account is a qualified institutional buyer within the meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A and (z) acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A(d)(4) or has determined not to request such information.
 
“ S&P ” means S&P Global Ratings, a division of S&P Global Inc., and its successors.
 
“ Sale and Leaseback Transaction ” means, with respect to any Person, an arrangement whereby such Person enters into a lease of property previously transferred by such Person to the lessor.
 
“ Securities Act ” means the Securities Act of 1933.
 
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“ Senior Debt ” means, with respect to any Person, Debt of such Person, whether outstanding on the date of this Indenture or thereafter incurred unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are subordinate in right of payment to the Notes; provided, however , that Senior Debt shall not include (1) any Debt of such Person owing to any Affiliate of the Company; or (2) any Debt of such Person (and any accrued and unpaid interest in respect thereof) which is subordinate or junior in any respect to any other Debt of such Person. For purposes of the foregoing and the definition of “Senior Debt,” the phrase “subordinate in right of payment” means debt subordination only and not lien subordination, and accordingly, (i) unsecured debt shall not be deemed to be subordinate in right of payment to secured debt merely by virtue of the fact that it is unsecured, and (ii) junior liens, second liens and other contractual arrangements that provide for priorities among Holders of the same or different issues of debt with respect to any collateral or the proceeds of collateral shall not constitute subordination in right of payment.
 
“ Significant Subsidiary ” means any Subsidiary of the Company that would be a ‘‘Significant Subsidiary’’ within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.
 
“ Subsidiary ” means, with respect to any Person, any other Person more than 50% of the outstanding Voting Stock of which at the time of determination is owned, directly or indirectly, by such first Person and/or one or more other Subsidiaries of such first Person.
 
“ Temporary Offshore Global Note ” means an Offshore Global Note that bears the Temporary Offshore Global Note Legend.
 
“ Temporary Offshore Global Note Legend ” means the legend set forth in Exhibit I.
 
“ Treasury Rate ” means, with respect to any redemption date for any series of Notes, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.
 
“ Trustee ” means the party named as such in the first paragraph of this Indenture or any successor trustee under this Indenture pursuant to Article 7.
 
“ Trust Indenture Act ” means the Trust Indenture Act of 1939.
 
“ U.S. Global Note ” means a Global Note that bears the Restricted Legend representing Notes issued and sold pursuant to Rule 144A.
 
“ U.S. Government Obligations ” means obligations issued or directly and fully guaranteed or insured by the United States of America or by any agent or instrumentality
 
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thereof, provided that the full faith and credit of the United States of America is pledged in support thereof.
 
“ Voting Stock ” of any entity means the class or classes of Capital Stock then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote generally on matters to be decided by the stockholders (or other owners) of such entity (including the election of directors), which, for the avoidance of doubt, in the case of the Company as of the date hereof consists of the Class A common stock and the Special Class A voting stock, taken together.
 
In calculating the amount of Voting Stock owned by a person or group the Voting Stock “beneficially owned” by any Permitted Party shall not be included.
 
Section 1.02.         Rules of Construction.  Unless the context otherwise requires or except as otherwise expressly provided,
 
(a)        an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;
 
(b)        “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Section, Article or other subdivision;
 
(c)        all references to Sections or Articles or Exhibits refer to Sections or Articles or Exhibits of or to this Indenture unless otherwise indicated;
 
(d)        references to agreements or instruments, or to statutes or regulations, are to such agreements or instruments, or statutes or regulations, as amended from time to time (or to successor statutes and regulations); and
 
(e)        in the event that a transaction meets the criteria of more than one category of permitted transactions or listed exceptions the Company may classify such transaction as it, in its sole discretion, determines.
 
ARTICLE 2
THE NOTES
 
Section 2.01.         Form, Dating and Denominations; Legends.   (a) The 2019 Notes and the 2020 Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A-1 and A-2, respectively.  The terms and provisions contained in the form of the Notes annexed as Exhibit A-1 and A-2 constitute, and are hereby expressly made, a part of this Indenture.  The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage.  Each Note will be dated the date of its authentication.  The Notes will be issuable in minimum denominations of $2,000 in principal amount and any multiple of $1,000 in excess thereof.
 
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(b)        (i) Except as otherwise provided in paragraph (c), Sections 2.09(b)(iv), 2.10(b)(3), (b)(5) or (c), each Initial Note or Initial Additional Note will bear the Restricted Legend.
 
(ii)           Each Global Note, whether or not an Initial Note or Additional Note, will bear the DTC Legend.
 
(iii)          Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
 
(iv)          Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
 
(v)           Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Certificated Notes.
 
(vi)          Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
 
(c)        (i) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
 
(ii)           if after an Initial Note or any Initial Additional Note is
 
(x)        sold pursuant to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer
 
then the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
 
(d)        By its acceptance of any Note bearing the Restricted Legend (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
 
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Section 2.02.         Execution and Authentication; Exchange Notes; Additional Notes.   (a)  An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company.  If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
 
(b)        A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under this Indenture.
 
(c)        At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication.  The Trustee will authenticate and deliver
 
(i)            Initial 2019 Notes for original issue in the aggregate principal amount not to exceed $500,000,000, and Initial 2020 Notes for original issue in the aggregate principal amount not to exceed $500,000,000,
 
(ii)           Initial Additional Notes of either series from time to time for original issue in aggregate principal amounts specified by the Company, and
 
(iii)          Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes of the same series in each case after the following conditions have been met:
 
(A)            Receipt by the Trustee of an Officers’ Certificate specifying:
 
(1)        the amount and series of Notes to be authenticated and the date on which the Notes are to be authenticated,
 
(2)        whether the Notes are to be Initial Notes or, Additional Notes or Exchange Notes,
 
(3)        in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
 
(4)        whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
 
(5)        other information the Company may determine to include or the Trustee may reasonably request.
 
(B)            In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the outstanding Notes will be subject to federal income tax in the same amounts, in the
 
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same manner and at the same times as would have been the case if such Additional Notes were not issued.
 
(C)            In the case of Exchange Notes, effectiveness of an Exchange Offer Registration Statement and consummation of the Exchange Offer thereunder (and receipt by the Trustee of an Officers’ Certificate to that effect).  Initial Notes or Initial Additional Notes exchanged for Exchange Notes will be cancelled by the Trustee.
 
Section 2.03.         Registrar, Paying Agent and Authenticating Agent; Paying Agent to Hold Money in Trust.   (a) The Company may appoint one or more Registrars and one or more Paying Agents, and the Trustee may appoint an Authenticating Agent, in which case each reference in this Indenture to the Trustee in respect of the obligations of the Trustee to be performed by that Agent will be deemed to be references to the Agent.  The Company may act as Registrar or (except for purposes of Article 8) Paying Agent.  In each case the Company and the Trustee will enter into an appropriate agreement with the Agent implementing the provisions of this Indenture relating to the obligations of the Trustee to be performed by the Agent and the related rights.  The Company initially appoints the Trustee as Registrar and Paying Agent.
 
(b)        The Company will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of and interest on the Notes and will promptly notify the Trustee of any default by the Company in making any such payment.  The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and account for any funds disbursed, and the Trustee may at any time during the continuance of any payment default, upon written request to a Paying Agent, require the Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed.  Upon doing so, the Paying Agent will have no further liability for the money so paid over to the Trustee.
 
Section 2.04.         Replacement Notes.   If a mutilated Note is surrendered to the Trustee or if a Holder claims that its Note has been lost, destroyed or wrongfully taken, the Company will issue and the Trustee will authenticate a replacement Note of like tenor and principal amount and bearing a number not contemporaneously outstanding.  Every replacement Note is an additional obligation of the Company and entitled to the benefits of this Indenture.  If required by the Trustee or the Company, security or indemnity must be furnished that is sufficient in the judgment of both the Trustee and the Company to protect the Company and the Trustee from any loss they may suffer if a Note is replaced.  The Company may charge the Holder for the expenses of the Company and the Trustee in replacing a Note.  In case the mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Company in its discretion may pay the Note instead of issuing a  replacement Note.
 
Section 2.05.         Outstanding Notes.   (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for
 
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(i)            Notes cancelled by the Trustee or delivered to it for cancellation;
 
(ii)           any Note which has been replaced pursuant to Section 2.04 unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a bona fide purchaser; and
 
(iii)          on or after the maturity date or any redemption date or date for purchase of the Notes pursuant to an Offer to Purchase, those Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Company or an Affiliate of the Company) holds money sufficient to pay all amounts then due.
 
(b)        A Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note, provided that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, Notes owned by the Company or any Affiliate of the Company will be disregarded and deemed not to be outstanding, (it being understood that in determining whether the Trustee is protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Notes which the Trustee knows to be so owned will be so disregarded).  Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any Affiliate of the Company.
 
Section 2.06.         Temporary Notes.   Until definitive Notes are ready for delivery, the Company may prepare and the Trustee will authenticate temporary Notes.  Temporary Notes will be substantially in the form of definitive Notes but may have insertions, substitutions, omissions and other variations determined to be appropriate by the Officer executing the temporary Notes, as evidenced by the execution of the temporary Notes.  If temporary Notes are issued, the Company will cause definitive Notes to be prepared without unreasonable delay.  After the preparation of definitive Notes, the temporary Notes will be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Company designated for the purpose pursuant to Section 4.02, without charge to the Holder.  Upon surrender for cancellation of any temporary Notes the Company will execute and the Trustee will authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations.  Until so exchanged, the temporary Notes will be entitled to the same benefits under this Indenture as definitive Notes.
 
Section 2.07.         Cancellation.   The Company at any time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Notes previously authenticated hereunder which the Company has not issued and sold.  Any Registrar or the Paying Agent will forward to the Trustee any Notes surrendered to it for transfer, exchange or payment.  The Trustee will cancel all Notes surrendered for transfer, exchange, payment or cancellation and dispose
 
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of them in accordance with its normal procedures or the written instructions of the Company.  The Company may not issue new Notes to replace Notes it has paid in full or delivered to the Trustee for cancellation.
 
Section 2.08.         CUSIP and ISIN Numbers.   The Company in issuing the Notes may use “CUSIP” and “ISIN” numbers, and the Trustee will use CUSIP numbers or ISIN numbers in notices of redemption or exchange or in Offers to Purchase as a convenience to Holders, the notice to state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained  in any notice of redemption or exchange or Offer to Purchase.  The Company will promptly notify the Trustee of any change in the CUSIP or ISIN numbers.
 
Section 2.09.         Registration, Transfer and Exchange.   (a) The Notes will be issued in registered form only, without coupons, and the Company shall cause the Trustee to maintain a register (the “ Register ”) of the Notes, for registering the record ownership of the Notes by the Holders and transfers and exchanges of the Notes.  Except under the circumstances described in paragraph (b)(iv), the Notes will be issued in global form only.
 
(b)        (i) Each Global Note will be registered in the name of the Depositary or its nominee and, so long as DTC is serving as the Depositary thereof, will bear the DTC Legend.
 
(ii)           Each Global Note will be delivered to the Trustee as custodian for the Depositary.  Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except (A) as set forth in Section 2.09(b)(iv) and (B) transfers of portions thereof in the form of Certificated Notes of the same series may be made upon request of an Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures of the Depositary and in compliance with this Section and Section 2.10.
 
(iii)          Agent Members will have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Note through an Agent Member) to take any action which a Holder is entitled to take under this Indenture or the Notes, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any security.
 
(iv)          If (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for a Global Note and a successor depositary is
 
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not appointed by the Company within 90 days of the notice or (y) an Event of Default has occurred and is continuing and the Trustee has received a request from the Depositary, the Trustee will promptly exchange each beneficial interest in the Global Note for one or more Certificated Notes of the same series in authorized denominations having an equal aggregate principal amount registered in the name of the owner of such beneficial interest, as identified to the Trustee by the Depositary, and thereupon the Global Note will be deemed canceled.  If such Note does not bear the Restricted Legend, then the Certificated Notes issued in exchange therefor will not bear the Restricted Legend.  If such Note bears the Restricted Legend, then the Certificated Notes issued in exchange therefor will bear the Restricted Legend, provided that any Holder of any such Certificated Note issued in exchange for a beneficial interest in a Temporary Offshore Global Note will have the right upon presentation to the Trustee of a duly completed Certificate of Beneficial Ownership after the Restricted Period to exchange such Certificated Note for a Certificated Note of like tenor and amount that does not bear the Restricted Legend, registered in the name of such Holder.
 
(c)        Each Certificated Note will be registered in the name of the holder thereof or its nominee.
 
(d)        A Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest therein) for another Note or Notes of the same series of any authorized denomination by presenting to the Trustee a written request therefor stating the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required by Section 2.10.  The Trustee will promptly register any transfer or exchange that meets the requirements of this Section by noting the same in the Register maintained by the Trustee for the purpose; provided that:
 
(i)            no transfer or exchange will be effective until it is registered in such Register and
 
(ii)           the Trustee will not be required (x) to issue, register the transfer of or exchange any Note for a period of 15 days before a selection of Notes to be redeemed or purchased pursuant to an Offer to Purchase, (y) to register the transfer of or exchange any Note so selected for redemption or purchase in whole or in part, except, in the case of a partial redemption or purchase, that portion of any Note not being redeemed or purchased, or (z) if a redemption or a purchase pursuant to an Offer to Purchase is to occur after a Regular Record Date but on or before the corresponding Interest Payment Date, to register the transfer of or exchange any Note on or after the Regular Record Date and before the date of redemption or purchase.  Prior to the registration of any transfer, the Company, the Trustee and their agents will treat the Person in whose name the Note is registered as the owner and Holder thereof for all purposes (whether or not the Note is overdue), and will not be affected by notice to the contrary.
 
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From time to time the Company will execute and the Trustee will authenticate additional Notes as necessary in order to permit the registration of a transfer or exchange in accordance with this Section.
 
No service charge will be imposed in connection with any transfer or exchange of any Note, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than a transfer tax or other similar governmental charge payable upon exchange pursuant to subsection (b)(iv)).
 
(e)        (i)  Global Note to Global Note .  If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note of the same series, the Trustee will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note.  Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.
 
(ii)           Global Note to Certificated Note .  If a beneficial interest in a Global Note is transferred or exchanged for a Certificated Note of the same series, the Trustee will (x) record a decrease in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (y) deliver one or more new Certificated Notes in authorized denominations having an equal aggregate principal amount to the transferee (in the case of a transfer) or the owner of such beneficial interest (in the case of an exchange), registered in the name of such transferee or owner, as applicable.
 
(iii)          Certificated Note to Global Note .  If a Certificated Note is transferred or exchanged for a beneficial interest in a Global Note of the same series, the Trustee will (x) cancel such Certificated Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.
 
(iv)          Certificated Note to Certificated Note .  If a Certificated Note is transferred or exchanged for another Certificated Note of the same series, the Trustee will (x) cancel the Certificated Note being transferred or exchanged, (y) deliver one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or
 
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exchange to the transferee (in the case of a transfer) or the Holder of the canceled Certificated Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.
 
(f)         The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
 
Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
 
Section 2.10.         Restrictions on Transfer and Exchange.   (a) The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section and Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depositary.  The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence.
 
(b)        Subject to paragraph (c), the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below.

A	 	B	 	C	
U.S. Global Note	 	U.S. Global Note	 	(1)	
U.S. Global Note	 	Offshore Global Note	 	(2)	
U.S. Global Note	 	Certificated Note	 	(3)	
Offshore Global Note	 	U.S. Global Note	 	(4)	
Offshore Global Note	 	Offshore Global Note	 	(1)	
Offshore Global Note	 	Certificated Note	 	(5)	
Certificated Note	 	U.S. Global Note	 	(4)	
Certificated Note	 	Offshore Global Note	 	(2)	
Certificated Note	 	Certificated Note	 	(3)	

(1)           No certification is required.
 
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(2)                                  The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Regulation S Certificate; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required.
 
(3)                                  The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate, (y) a duly completed Regulation S Certificate or (z) a duly completed  Institutional Accredited Investor Certificate, and/or an Opinion of Counsel and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required.  In the event that (i) the requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate is delivered to the Trustee or (ii) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted Legend.
 
(4)                                  The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Rule 144A Certificate.
 
(5)                                  Notwithstanding anything to the contrary contained herein, no such exchange is permitted if the requested exchange involves a beneficial interest in a Temporary Offshore Global Note.  If the requested transfer involves a beneficial interest in a Temporary Offshore Global Note, the Person requesting the transfer must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate or (y) a duly completed Institutional Accredited Investor Certificate and/or an Opinion of Counsel and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States.  If the requested transfer or exchange involves a beneficial interest in a Permanent Offshore Global Note, no certification is required and the Trustee will deliver a Certificated Note that does not bear the Restricted Legend.
 
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(c)        No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein)
 
(i)            after such Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need for current public information; provided that the Company has provided the Trustee with an Officer’s Certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause (i) an Opinion of Counsel and any other reasonable certifications and evidence in order to support such certificate; or
 
(ii)           (x) sold pursuant to an effective registration statement, pursuant to the Registration Rights Agreement or otherwise or (y) which is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer.
 
Any Certificated Note delivered in reliance upon this paragraph will not bear the Restricted Legend.
 
(d)        The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Trustee.
 
Section 2.11.         Temporary Offshore Global Notes.   (a) Each Note originally sold by the Initial Purchasers in reliance upon Regulation S will be evidenced by one or more Offshore Global Notes that bear the Temporary Offshore Global Note Legend.
 
(b)        An owner of a beneficial interest in a Temporary Offshore Global Note (or a Person acting on behalf of such an owner) may provide to the Trustee (and the Trustee will accept) a duly completed Certificate of Beneficial Ownership at any time after the Restricted Period (it being understood that the Trustee will not accept any such certificate during the Restricted Period).  Promptly after acceptance of a Certificate of Beneficial Ownership with respect to such a beneficial interest, the Trustee will cause such beneficial interest to be exchanged for an equivalent beneficial interest in a Permanent Offshore Global Note of the same series, and will (x) permanently reduce the principal amount of such Temporary Offshore Global Note by the amount of such beneficial interest and (y) increase the principal amount of such Permanent Offshore Global Note by the amount of such beneficial interest.
 
(c)        Notwithstanding paragraph (b), if after the Restricted Period any Initial Purchaser owns a beneficial interest in a Temporary Offshore Global Note, such Initial Purchaser may, upon written request to the Trustee accompanied by a certification as to its status as an Initial Purchaser, exchange such beneficial interest for an equivalent beneficial interest in a Permanent Offshore Global Note of the same series, and the Trustee will comply with such request and will (x) permanently reduce the principal amount of such Temporary Offshore Global Note by the amount of such beneficial
 
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interest and (y) increase the principal amount of such Permanent Offshore Global Note by the amount of such beneficial interest.
 
(d)        Notwithstanding anything to the contrary contained herein, any owner of a beneficial interest in a Temporary Offshore Global Note shall not be entitled to receive payment of principal or interest on such beneficial interest or other amounts in respect of such beneficial interest until such beneficial interest is exchanged for an interest in a Permanent Offshore Global Note or transferred for an interest in another Global Note or a Certificated Note.
 
ARTICLE 3
REDEMPTION; OFFER TO PURCHASE
 
Section 3.01.         Optional Redemption.   (a) At any time and from time to time, the Company may redeem all or any portion of (a) the 2019 Notes at any time prior to the maturity date of the 2019 Notes, or (b) the 2020 Notes at any time prior to the Par Call Date in each case on not less than 15 nor more than 60 days’ prior notice sent to Holders of the Notes to be redeemed at a redemption price equal to the greater of:
 
(i)            100% of the principal amount of the Notes being redeemed; and
 
(ii)           the sum, as determined by an Independent Investment Banker, of the present values of (a) in the case of the 2019 Notes, the principal amount of the Notes being redeemed and the remaining scheduled payments of interest on such Notes being redeemed through the maturity date of the 2019 Notes, and (b) in the case of the 2020 Notes, the redemption price on the Par Call Date and the remaining scheduled payments of interest on such Notes being redeemed as if the Notes were redeemed on the Par Call Date, in each case (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) computed using a discount rate equal to the Treasury Rate plus (i) 10 basis points in the case of the 2019 Notes and (ii) 15 basis points in the case of the 2020 Notes,
 
in each case, plus accrued and unpaid interest on the principal amount of such Notes being redeemed to, but excluding, the redemption date.
 
(b)        The 2020 Notes will be redeemable, in whole or in part, at the Company’s option at any time from time to time on or after the Par Call Date, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption.
 
(c)        If money sufficient to pay the redemption price of all of the Notes (or portions thereof) to be redeemed on the redemption date is deposited with the Trustee or paying agent on or before the redemption date and all conditions precedent to redemption are satisfied, then on and after such redemption date, interest will cease to accrue on such series of Notes (or such portion thereof) called for redemption.
 
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Section 3.02.         Method and Effect of Redemption.   (a) If the Company elects to redeem Notes of a series, it must notify the Trustee of the redemption date and the principal amount of Notes to be redeemed by delivering an Officers’ Certificate at least 60 days before the redemption date, and in no event less than 15 days prior to the mailing of the notice of redemption (unless a shorter period is satisfactory to the Trustee).  If fewer than all of the Notes of a series are being redeemed, the Officers’ Certificate must also specify a record date not less than 15 days after the date of the notice of redemption is given to the Trustee, and the Notes to be redeemed shall be selected by lot or pursuant to the applicable procedures of the Depositary by any other method the Trustee in its sole discretion deems fair and appropriate, in denominations of $2,000 principal amount and higher integral multiples of $1,000.  The Trustee will notify the Company promptly of the Notes or portions of Notes to be called for redemption.  Notice of redemption must be sent by the Company, or at the Company’s request by the Trustee in the name and at the expense of the Company, to Holders whose Notes are to be redeemed at least 15 days but not more than 60 days before the redemption date.
 
(b)        Notice of any redemption of Notes in connection with a corporate transaction (including any equity offering, an incurrence of indebtedness or a change of control) may, at the Company’s discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company’s obligations with respect to such redemption may be performed by another Person.
 
(c)        The notice of redemption will identify the Notes to be redeemed and will include or state the following:
 
(i)            such election by the Company to redeem the Notes pursuant to the provisions contained in this Indenture or the terms of the Notes;
 
(ii)           the redemption date;
 
(iii)          the redemption price;
 
(iv)          the place or places where Notes are to be surrendered for redemption;
 
(v)           any conditions precedent to which such redemption is subject;
 
(vi)          on the redemption date, subject to any conditions in such notice, the redemption price will become due and payable on Notes called for redemption, and interest on Notes called for redemption will cease to accrue on and after the redemption date;
 
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(vii)         if any Note is redeemed in part, on and after the redemption date, upon surrender of such Note, new Notes equal in principal amount to the unredeemed portion will be issued;
 
(viii)        the paragraph of the Notes and/or provision of this Indenture pursuant to which the Notes called for redemption are being redeemed; and
 
(ix)          if any Note contains a CUSIP or ISIN number, no representation is being made as to the correctness of the CUSIP or ISIN number either as printed on the Notes or as contained in the notice of redemption and that the Holder should rely only on the other identification numbers printed on the Notes.
 
(d)        Once notice of redemption is sent to the Holders and all conditions, if any, are satisfied, Notes called for redemption become due and payable at the redemption price on the redemption date, and upon surrender of the Notes called for redemption, the Company shall redeem such Notes at the redemption price. Commencing on the redemption date, Notes redeemed will cease to accrue interest.  Upon surrender of any Note redeemed in part, the Holder will receive a new Note equal in principal amount to the unredeemed portion of the surrendered Note.
 
Section 3.03.         Offer to Purchase.   (a) An “ Offer to Purchase ” means an offer by the Company to purchase Notes as required by Section 4.06 of this Indenture.  An Offer to Purchase must be made by written offer (the “ offer ”) sent to the Holders.  The Company will notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to sending the offer to Holders of its obligation to make an Offer to Purchase, and the offer will be sent by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.
 
(b)        The offer must include or state the following as to the terms of the Offer to Purchase:
 
(i)            the aggregate principal amount of the outstanding Notes offered to be purchased by the Company pursuant to the Offer to Purchase (including, if less than 100%, the manner by which such amount has been determined pursuant to this Indenture) (the “ purchase amount ”);
 
(ii)           the purchase price, including the portion thereof representing accrued interest;
 
(iii)          an expiration date (the “ expiration date ”) not less than 30 days or more than 60 days after the date of the offer, and a settlement date for purchase (the “ purchase date ”) not more than five Business Days after the expiration date;
 
(iv)          a Holder may tender all or any portion of its Notes, subject to the requirement that any portion of a Note tendered must be in minimum denominations of $2,000 in principal amount and a multiple of $1,000 in excess thereof;
 
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(v)           the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase;
 
(vi)          each Holder electing to tender a Note pursuant to the offer will be required to surrender such Note at the place or places specified in the offer prior to the close of business on the expiration date (such Note being, if the Company or the Trustee so requires, duly endorsed or accompanied by a duly executed written instrument of transfer);
 
(vii)         interest on any Note not tendered, or tendered but not purchased by the Company pursuant to the Offer to Purchase, will continue to accrue;
 
(viii)        on the purchase date the purchase price will become due and payable on each Note accepted for purchase, and interest on Notes purchased will cease to accrue on and after the purchase date;
 
(ix)          Holders are entitled to withdraw Notes tendered by giving notice, which must be received by the Company or the Trustee not later than the close of business on the expiration date, setting forth the name of the Holder, the principal amount of the tendered Notes, the certificate number of the tendered Notes and a statement that the Holder is withdrawing all or a portion of the tender;
 
(x)           (A) if Notes in an aggregate principal amount less than or equal to the purchase amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Company will purchase all such Notes, and (B) if the Offer to Purchase is for less than all of the outstanding Notes and Notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the offer, the Company will purchase Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis, with adjustments so that only Notes in minimum denominations of $2,000 in principal amount and a multiple of $1,000 in excess thereof will be purchased;
 
(xi)          if any Note is purchased in part, new Notes equal in principal amount to the unpurchased portion of the Note will be issued; and
 
(xii)         if any Note contains a CUSIP or ISIN number, no representation is being made as to the correctness of the CUSIP or ISIN number either as printed on the Notes or as contained in the offer and that the Holder should rely only on the other identification numbers printed on the Notes.
 
(c)        Prior to the purchase date, the Company will accept tendered Notes for purchase as required by the Offer to Purchase and deliver to the Trustee all Notes so accepted together with an Officers’ Certificate specifying which Notes have been accepted for purchase.  On the purchase date the purchase price will become due and payable on each Note accepted for purchase, and interest on Notes purchased will cease to accrue on and after the purchase date.  The Trustee will promptly return to Holders any Notes not accepted for purchase and send to Holders new Notes equal in principal amount to any unpurchased portion of any Notes accepted for purchase in part.
 
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(d)        The Company will comply with Rule 14e-1 under the Exchange Act and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance.
 
ARTICLE 4
COVENANTS
 
Section 4.01.         Payment of Notes.   (a) The Company agrees to pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and this Indenture.  Not later than 10:00 A.M. (New York City time) on the due date of any principal of or interest on any Notes, or any redemption or purchase price of the Notes, the Company will deposit with the Trustee (or Paying Agent) money in immediately available funds sufficient to pay such amounts, provided that if the Company or any Affiliate of the Company is acting as Paying Agent, it will, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture.  In each case the Company will promptly notify the Trustee of its compliance with this paragraph.
 
(b)        An installment of principal or interest will be considered paid on the date due if the Trustee (or Paying Agent, other than the Company or any Affiliate of the Company) holds on that date money designated for and sufficient to pay the installment.  If the Company or any Affiliate of the Company acts as Paying Agent, an installment of principal or interest will be considered paid on the due date only if paid to the Holders.
 
(c)        The Company agrees to pay interest on overdue principal, and, to the extent lawful, overdue installments of interest at the rate per annum specified in the Notes.
 
(d)        Payments in respect of the Notes represented by the Global Notes are to be made by wire transfer of immediately available funds to the accounts specified by the Holders of the Global Notes. With respect to Certificated Notes, the Company will make all payments by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each Holder’s registered address.
 
Section 4.02.         Maintenance of Office or Agency.   The Company will maintain in the United States of America, an office or agency where Notes may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served.  The Company hereby initially designates the Corporate Trust Office of the Trustee as such office of the Company.  The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served to the Trustee.
 
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The Company may also from time to time designate one or more other offices or agencies where the Notes may be surrendered or presented for any of such purposes and may from time to time rescind such designations.  The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.
 
Section 4.03.         Existence.   The Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and the existence of each of its Restricted Subsidiaries in accordance with their respective organizational documents, and the material rights, licenses and franchises of the Company and each Restricted Subsidiary, provided that the Company is not required to preserve any such right, license or franchise, or the existence of any Restricted Subsidiary, if the maintenance or preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole; and provided further that this Section does not prohibit any transaction otherwise permitted by Article 5.
 
Section 4.04.         Limitations on Secured Debt.   (a) If the Company or any Restricted Subsidiary shall incur, issue, assume or enter into a guarantee (an “ Incurrence ”) of any Debt, which Incurrence is secured by a mortgage, pledge or lien (“ Mortgage ,” provided, however, that in no event shall an operating lease be deemed to constitute a Mortgage) on any Principal Property of the Company or any Subsidiary, or on any Capital Stock of any Restricted Subsidiary, the Company will, or will cause such Subsidiary or Restricted Subsidiary to, secure the Notes of each series equally and ratably (for the avoidance of doubt on such Capital Stock on Principal Property) with (or, prior to) such secured Debt, for so long as such Debt is so secured, unless the aggregate amount of all such secured Debt (for the avoidance of doubt, to the extent such debt is secured by a Mortgage on any Principal Property), when taken together with all Attributable Debt with respect to Sale and Leaseback Transactions involving Principal Properties of the Company or any Subsidiary (with the exception of such transactions which are excluded under Section 4.05 hereof), would not, at the time of such incurrence or guarantee, exceed 15% of Consolidated Net Tangible Assets, as determined based on the most recent available consolidated balance sheet of the Company.
 
(b)        The above restriction will not apply to Debt secured by:
 
(i)            Mortgages existing on any property prior to the acquisition thereof by the Company or a Restricted Subsidiary or existing on any property of any corporation or other entity that becomes a Subsidiary after the date of this Indenture prior to the time such corporation becomes a Subsidiary or securing indebtedness that is used to pay the cost of acquisition of such property or to reimburse the Company or a Restricted Subsidiary for that cost; provided, however , that such Mortgage shall not apply to any other property of the Company or a Restricted Subsidiary other than improvements and accessions to the property to which it originally applies;
 
(ii)           Mortgages to secure the cost of development or construction of such property, or improvements of such property; provided, however , that such
 
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Mortgages shall not apply to any other property of the Company or any Restricted Subsidiary;
 
(iii)          Mortgages in favor of a governmental entity or in favor of the holders of securities issued by any such entity, pursuant to any contract or statute (including Mortgages to secure debt of the pollution control or industrial revenue bond type) or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages;
 
(iv)          Mortgages securing indebtedness owing to the Company or a Guarantor;
 
(v)           Mortgages existing on the Issue Date;
 
(vi)          Mortgages required in connection with governmental programs which provide financial or tax benefits, as long as substantially all of the obligations secured are in lieu of or reduce an obligation that would have been secured by a lien permitted under this Indenture;
 
(vii)         extensions, renewals or replacements of the Mortgages referred to in this paragraph (other than Mortgages described in clauses (ii) and (iv) above) so long as the principal amount of the secured Debt is not increased (except by an amount not to exceed the fees and expenses, including any premium and defeasance costs incurred with such extension, renewal or replacement) and the extension, renewal or replacement is limited to all or part of the same property secured (and for the avoidance of doubt could have been secured) by the Mortgage so extended, renewed or replaced; or
 
(viii)        Mortgages in connection with Sale and Leaseback Transactions described in Section 4.05(b).
 
For the avoidance of doubt, the accrual of interest, accretion or amortization of original issue discount or accreted value, the accretion of dividends, and the payment of interest on Debt in the form of Additional Debt will not be deemed to be an incurrence, issuance, assumption or guarantee of Debt.
 
Section 4.05.         Limitation on Sale and Leaseback Transactions.   (a) Neither the Company nor any Restricted Subsidiary shall enter into any Sale and Leaseback Transaction involving any Principal Property, unless the aggregate amount of all Attributable Debt with respect to such transactions, when taken together with all secured Debt permitted under Section 4.04(a) (and not excluded in Section 4.04(b)) would not, at the time such transaction is entered into, exceed 15% of Consolidated Net Tangible Assets, as determined based on the most recent available consolidated balance sheet of the Company.
 
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(b)        The above restriction shall not apply to, and there shall be excluded from Attributable Debt in any computation under this Section, any Sale and Leaseback Transaction if:
 
(i)            the transaction is between or among two or more of the Company and the Guarantors;
 
(ii)           the lease is for a period, including renewal rights, of not in excess of three years;
 
(iii)          the transaction is with a governmental authority that provides financial or tax benefits;
 
(iv)          the net proceeds of the sale are at least equal to the fair market value of the property and, within 180 days of the transfer, the Company or the Guarantors repay Funded Debt owed by them or make expenditures for the expansion, construction or acquisition of a Principal Property at least equal to the net proceeds of the sale; or
 
(v)           such Sale and Leaseback Transaction is entered into within 180 days after the acquisition or construction, in whole but not in part, of such Principal Property.
 
Section 4.06.         Repurchase of Notes Upon a Change of Control Triggering Event.   (a) Within 30 days following the occurrence of a Change of Control Triggering Event with respect to a particular series of Notes, or, at the Company’s option, prior to the date of consummation of any Change of Control, but after the public announcement of the pending Change of Control (unless the Company has unconditionally exercised its right to redeem all of the Notes of such series), each Holder of such Notes shall have the right to require the Company to make an Offer to Purchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Notes at a purchase price equal to 101% of the aggregate principal amount of the applicable series of Notes plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase.
 
(b)        The Company will not be required to make an offer to repurchase the Notes of a series upon a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes of such series properly tendered and not withdrawn under its offer.
 
Section 4.07.         Future Guarantors .  The Company shall cause each of its Subsidiaries that guarantees Senior Debt of the Company under (i) the Company’s then-existing primary credit facility, (ii) the Existing Notes and (iii) Additional Debt, after the Issue Date to, within 30 days of any of the events listed in clauses (i), (ii) and (iii) of this Section 4.07, at the same time, execute and deliver to the Trustee a supplemental indenture in the form of Exhibit B pursuant to which such Subsidiary will guarantee
 
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payment of any series of Notes on the same terms and conditions as those set forth in Article 11 herein.
 
Section 4.08.         [Reserved.]
 
Section 4.09.         Financial Reports.   (a) At any time that the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will furnish to the Trustee and make available on its website copies of such annual and quarterly reports and such information, documents and other reports as are required under Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation (and not a foreign private issuer) subject to such provisions, within 15 days after the filing with the SEC of such information, documents and reports under such provisions. Documents filed by the Company with the SEC via the EDGAR system (or any successor thereto) will be deemed to be filed with the Trustee at the time such documents are filed via such system.
 
(b)        For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144, the Company will furnish to the Holders of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
 
(c)        Delivery of these reports and information to the Trustee is for informational purposes only and the Trustee’s receipt of them will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
 
Section 4.10.         Reports to Trustee.   (a) The Company will deliver to the Trustee within 120 days after the end of each fiscal year (and at least once in each 12 month period and at any other reasonable time upon the demand of the trustee) a certificate from an officer of the Company stating that to the best of their knowledge, no default has occurred under this Indenture or, if there has been a default, specifying each such default.
 
(b)        The Company will deliver to the Trustee, as soon as possible and in any event within 30 days after the Company becomes aware of the occurrence of a Default, an Officers’ Certificate setting forth the details of the Default, and the action which the Company proposes to take with respect thereto.
 
(c)        The Company will notify the Trustee when any Notes are listed on any national securities exchange and of any delisting.
 
ARTICLE 5
CONSOLIDATION, MERGER OR SALE OF ASSETS
 
Section 5.01.         Consolidation, Merger or Sale of Assets.   (a) The Company shall not merge or sell, convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all of its assets and a Guarantor shall not merge
 
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or sell, convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets, in each case to any Person (other than an existing Guarantor) unless:
 
(i)            in the case of the Company only, the successor is organized under the laws of the United States, Canada, Switzerland, the United Kingdom, any member of the European Union, any member of the Organisation for Economic Co-operation and Development or the predecessor’s jurisdiction of organization, or any state, province or division thereof, or the District of Columbia,
 
(ii)           such successor assumes, by a supplemental indenture in the form of Exhibit B hereto, executed and delivered to the Trustee all the obligations of the Company or such Guarantor with respect to the Securities or the related guarantee, as applicable, under this Indenture, and
 
(iii)          after giving effect to such transaction, no Default or Event of Default under this Indenture will have occurred and be continuing, it being understood that any obligation to pay additional amounts will be determined mutatis mutandis, by treating any jurisdiction under the laws of which such successor is organized or resident for tax purposes and any political subdivision or taxing authority as therein having the power to tax, as a Relevant Jurisdiction;
 
(b)        the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger, sale or transfer and such supplemental indenture (if any) comply with this Indenture and all provisions applicable to such particular series of Securities; and
 
(c)        the Company or the Successor Company, as applicable, shall have delivered to the Trustee an Opinion of Counsel that such transaction will not result in, or be deemed to result in, a taxable event or any withholding tax with respect to any Securityholders.
 
(d)        For purposes of Section 5.01(a), the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.
 
(e)        In the case of a transaction subject to Section 5.01(a)(i), the Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company except in the case of a lease, shall be released from its obligations under this Indenture and the Securities.
 
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ARTICLE 6
DEFAULT AND REMEDIES
 
Section 6.01.         Events of Default.   An “ Event of Default ” occurs with respect to a series of Notes if:
 
(a)        the Company defaults in the payment of any installment of interest on such series of Notes issued under this Indenture for 30 days after becoming due;
 
(b)        the Company defaults in the payment of principal (or premium, if any) on such series of Notes issued under this Indenture when due;
 
(c)        the Company defaults in the performance of any other covenant with respect to such series of Notes continuing for 90 days after notice as provided below;
 
(d)        payment of any Debt of the Company, the Guarantors or any of the Company’s Significant Subsidiaries in a principal amount exceeding $200 million is accelerated as a result of the failure of the Company, any Guarantor or any of the Company’s Significant Subsidiaries to perform any covenant or agreement applicable to such Debt which acceleration is not rescinded or annulled within 60 days after written notice thereof; or
 
(e)        the entry by a court having jurisdiction in the premises of a decree or order for relief in respect of the Company in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company or of substantially all the property of the Company or ordering the winding-up or liquidation of its affairs and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days;
 
(f)         the commencement by the Company of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Company to the entry of an order for relief in an involuntary case under any such law, or the consent by the Company to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or similar official) of the Company or of substantially all the property of the Company or the making by it of an assignment for the benefit of its creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any action.
 
Section 6.02.         Acceleration.   (a) If an Event of Default described in clauses (a) through (d) above occurs and is continuing under this Indenture with respect to any series of Notes, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes of such series then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such
 
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Holders shall, declare the principal of and accrued interest on the Notes of such series to be immediately due and payable.  Upon a declaration of acceleration, such principal and interest will become immediately due and payable.  If a bankruptcy default occurs, the principal of and accrued interest on the Notes of each series then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.
 
(b)        The Holders of a majority in principal amount of the outstanding Notes of a series by written notice to the Company and to the Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if
 
(i)            all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes of such series that have become due solely by the declaration of acceleration, have been cured or waived, and
 
(ii)           the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.
 
Section 6.03.         Other Remedies.   If an Event of Default occurs and is continuing, the Trustee may pursue, in its own name or as trustee of an express trust, any available remedy by proceeding at law or in equity to collect the payment of principal of and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.  The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.
 
Section 6.04.         Waiver of Past Defaults.   Except as otherwise provided in Sections 6.02, 6.07 and 9.02, the Holders of a majority in principal amount of the outstanding Notes of a series may, by notice to the Trustee, waive an existing Default in respect of such series of Notes and its consequences.  Upon such waiver, the Default will cease to exist in respect of such series of Notes, and any Event of Default arising therefrom will be deemed to have been cured, but no such waiver will extend to any subsequent or other Default or impair any right consequent thereon.
 
Section 6.05.         Control by Majority.   The Holders of a majority in aggregate principal amount of the outstanding Notes of a series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction, and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes.
 
Section 6.06.         Limitation on Suits.   A Holder may not institute any proceeding, judicial or otherwise, with respect to this Indenture or the Notes, or for the appointment of a receiver or trustee, or for any other remedy under this Indenture or the Notes, unless:
 
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(a)        the Holder has previously given to the Trustee written notice of a continuing Event of Default;
 
(b)        Holders of at least 25% in aggregate principal amount of outstanding Notes of the applicable series have made written request to the Trustee to institute proceedings in respect of the Event of Default in its own name as Trustee under this Indenture;
 
(c)        Holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against any costs, liabilities or expenses to be incurred in compliance with such request;
 
(d)        the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and
 
(e)        during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes have not given the Trustee a direction that is inconsistent with such written request.
 
Section 6.07.         Rights of Holders to Receive Payment.   Notwithstanding anything to the contrary, the right of a Holder of a Note to receive payment of principal of or interest on its Note on or after the Stated Maturities thereof, or to bring suit for the enforcement of any such payment on or after such respective dates, may not be impaired or affected without the consent of that Holder.
 
Section 6.08.         Collection Suit by Trustee.   If an Event of Default in payment of principal or interest specified in clause (a) or (b) of Section 6.01 occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust for the whole amount of principal and accrued interest remaining unpaid, together with interest on overdue principal and, to the extent lawful, overdue installments of interest, in each case at the rate specified in the Notes, and such further amount as is sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee hereunder.
 
Section 6.09.         Trustee May File Proofs of Claim.   The Trustee may file proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunder) and the Holders allowed in any judicial proceedings relating to the Company or any Guarantor or their respective creditors or property, and is entitled and empowered to collect, receive and distribute any money, securities or other property payable or deliverable upon conversion or exchange of the Notes or upon any such claims.  Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, if the Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent
 
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and counsel, and any other amounts due the Trustee hereunder.  Nothing in this Indenture will be deemed to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.
 
Section 6.10.         Priorities.   If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order:
 
First:  to the Trustee, including its agents and attorneys, for all amounts due hereunder;
 
Second:  to Holders for amounts then due and unpaid for principal of and interest on the Notes, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest; and
 
Third:  to the Company or as a court of competent jurisdiction may direct.
 
The Trustee, upon written notice to the Company, may fix a record date and payment date for any payment to Holders pursuant to this Section.
 
Section 6.11.         Restoration of Rights and Remedies.   If the Trustee or any Holder has instituted a proceeding to enforce any right or remedy under this Indenture and the proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to the Holder, then, subject to any determination in the proceeding, the Company, any Guarantors, the Trustee and the Holders will be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Company, any Guarantors, the Trustee and the Holders will continue as though no such proceeding had been instituted.
 
Section 6.12.         Undertaking for Costs.   In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court may require any party litigant in such suit (other than the Trustee) to file an undertaking to pay the costs of the suit, and the court may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant (other than the Trustee) in the suit having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section does not apply to a suit by a Holder to enforce payment of principal of or interest on any Note on the respective due dates, or a suit by Holders of more than 10% in principal amount of the outstanding Notes.
 
Section 6.13.         Rights and Remedies Cumulative.   No right or remedy conferred or reserved to the Trustee or to the Holders under this Indenture is intended to be exclusive of any other right or remedy, and all such rights and remedies are, to the extent permitted by law, cumulative and in addition to every other right and remedy hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or exercise of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or exercise of any other right or remedy.
 
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Section 6.14.         Delay or Omission Not Waiver.   No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default will impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.  Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.
 
Section 6.15.         Waiver of Stay, Extension or Usury Laws.   The Company and each Guarantor covenants, to the extent that it may lawfully do so, that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Company or the Guarantor from paying all or any portion of the principal of, or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Indenture.  The Company and each Guarantor hereby expressly waives, to the extent that it may lawfully do so, all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.
 
ARTICLE 7
THE TRUSTEE
 
Section 7.01.         Certain Duties and Responsibilities.   The duties and responsibilities of the Trustee are as provided by the Trust Indenture Act and as set forth herein.
 
(a)           Except during the continuance of an Event of Default,
 
(1)           the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
 
(2)           in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
 
(b)           In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person
 
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would exercise or use under the circumstances in the conduct of his or her own affairs.
 
(c)           No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that
 
(1)           this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
 
(2)           the Trustee shall not be liable for any error of judgement made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;
 
(3)           the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Notes outstanding of any series, determined as provided in Sections 2.05 and 6.05, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes of such series; and
 
(4)           no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
 
(d)   Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
 
Section 7.02.         Certain Rights of Trustee.   Subject to Trust Indenture Act Sections 315(a) through (d):
 
(a)        In the absence of bad faith on its part, the Trustee may rely, and will be protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in the document, but, in the case of any document which is specifically required to be furnished to the Trustee pursuant to any provision hereof, the Trustee shall examine the document to determine whether it conforms to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).  The Trustee, in its discretion, may make further inquiry or investigation into such facts or matters as it sees fit.
 
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(b)        Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel conforming to Section 11.05 and the Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.
 
(c)        The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care.
 
(d)        The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
 
(e)        The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 6.05 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.
 
(f)         The Trustee may consult with counsel of its selection, and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
 
(g)        Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
 
(h)        In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
 
(i)         The Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture.
 
(j)         The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.
 
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(k)        The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
 
(l)         In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
 
Section 7.03.         Individual Rights of Trustee.   The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the Trustee.  Any Agent may do the same with like rights.  However, the Trustee is subject to Trust Indenture Act Sections 310(b) and 311.  For purposes of Trust Indenture Act Section 311(b)(4) and (6):
 
(a)        “ cash transaction ” means any transaction in which full payment for goods or securities sold is made within seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand; and
 
(b)        “ self-liquidating paper ” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.
 
Section 7.04.         Trustee’s Disclaimer.   The Trustee (a) makes no representation as to the validity or adequacy of this Indenture or the Notes, (b) is not accountable for the Company’s use or application of the proceeds from the Notes and (c) is not responsible for any statement in the Notes other than its certificate of authentication.
 
Section 7.05.         Notice of Default.   If any Default occurs and is continuing and is known to the Trustee, the Trustee will send notice of the Default to each Holder of Notes of such series within 90 days after it occurs, unless the Default has been cured; provided that, except in the case of a default in the payment of the principal of or interest on any Note, the Trustee may withhold the notice if and so long as the board of directors, the executive committee or a trust committee of directors of the Trustee in good faith
 
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determines that withholding the notice is in the interest of the Holders of Notes of such series.  Notice to Holders under this Section will be given in the manner and to the extent provided in Trust Indenture Act Section 313(c).
 
Section 7.06.         Reports by Trustee to Holders.   Within 60 days after each May 15, beginning with May 15, 2017, the Trustee will mail to each Holder, as provided in Trust Indenture Act Section 313(c), a brief report dated as of such May 15, if required by Trust Indenture Act Section 313(a), and file such reports with each stock exchange upon which its Notes are listed and with the Commission as required by Trust Indenture Act Section 313(d).
 
Section 7.07.         Compensation and Indemnity.   (a) The Company will pay the Trustee compensation as agreed upon in writing for its services.  The compensation of the Trustee is not limited by any law on compensation of a Trustee of an express trust.  The Company will reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee, including the reasonable compensation and expenses of the Trustee’s agents and counsel.
 
(b)        The Company will indemnify the Trustee for, and hold it harmless against, any loss, damage, claims, liability or expense incurred by it without negligence or bad faith on its part arising out of or in connection with the acceptance or administration of this Indenture and its duties under this Indenture and the Notes, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties under this Indenture and the Notes.
 
(c)        To secure the Company’s payment obligations in this Section, the Trustee will have a lien prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal of, and interest on particular Notes. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(e) or Section 6.01(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.  The provisions of this Section shall survive the termination of this Indenture.
 
Section 7.08.         Replacement of Trustee.   (a) (i) The Trustee may resign at any time by 30 days’ prior written notice to the Company.
 
(ii)           The Holders of a majority in principal amount of the outstanding Notes of a series may remove the Trustee in respect of such series by 30 days’ prior written notice to the Trustee.
 
(iii)          If the Trustee is no longer eligible under Section 7.10 or in the circumstances described in Trust Indenture Act Section 310(b), any Holder that satisfies the requirements of Trust Indenture Act Section 310(b) may petition any
 
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court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.
 
(iv)          The Company may remove the Trustee if: (A) the Trustee is no longer eligible under Section 7.10; (B) the Trustee is adjudged a bankrupt or an insolvent; (C) a receiver or other public officer takes charge of the Trustee or its property; or (D) the Trustee becomes incapable of acting.
 
A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.
 
(b)        If the Trustee has been removed by the Holders, Holders of a majority in principal amount of the Notes of the affected series may appoint a successor Trustee with the consent of the Company.  Otherwise, if the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee.  If the successor Trustee does not deliver its written acceptance within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes of such series may petition any court of competent jurisdiction for the appointment of a successor Trustee.
 
(c)        Upon delivery by the successor Trustee of a written acceptance of its appointment to the retiring Trustee and to the Company, (i) the retiring Trustee will transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07, (ii) the resignation or removal of the retiring Trustee will become effective, and (iii) the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture.  Upon request of any successor Trustee, the Company will execute any and all instruments for fully and vesting in and confirming to the successor Trustee all such rights, powers and trusts.  The Company will give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders, and include in the notice the name of the successor Trustee and the address of its Corporate Trust Office.
 
(d)        Notwithstanding replacement of the Trustee pursuant to this Section, the Company’s obligations under Section 7.07 will continue for the benefit of the retiring Trustee.
 
(e)        The Trustee agrees to give the notices provided for in, and otherwise comply with, Trust Indenture Act Section 310(b).
 
Section 7.09.         Successor Trustee by Merger.   If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking association, the resulting, surviving or transferee corporation or national banking association without any further act will be the successor Trustee with the same effect as if the successor Trustee had been named as the Trustee in this Indenture.
 
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Section 7.10.         Eligibility.   This Indenture must always have a Trustee that satisfies the requirements of Trust Indenture Act Section 310(a) and has a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition.
 
Section 7.11.         Money Held in Trust.   The Trustee will not be liable for interest on any money received by it except as it may agree with the Company.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and except for money held in trust under Article 8.
 
ARTICLE 8
DEFEASANCE AND DISCHARGE
 
Section 8.01.         Discharge of Company’s Obligations.   (a) Subject to paragraph (b), the Company’s obligations under the Notes of a series and this Indenture (with respect to such series of Notes), and each Guarantor’s obligations under its Note Guaranty with respect to such series of Notes, will terminate if:
 
(i)            all Notes of such series previously authenticated and delivered (other than (A) destroyed, lost or stolen Notes that have been replaced or (B) Notes that are paid pursuant to Section 4.01 or (C) Notes for whose payment money or U.S. Government Obligations have been held in trust and then repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or
 
(ii)           (A) the Notes of such series mature within one year, or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption,
 
(B)            the Company irrevocably deposits in trust with the Trustee, as trust funds solely for the benefit of the Holders, money or U.S. Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate delivered to the Trustee, without consideration of any reinvestment, to pay principal of and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder,
 
(C)            no Default has occurred and is continuing on the date of the deposit,
 
(D)            the deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound, and
 
(E)            the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all
 
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conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with.
 
(b)        After satisfying the conditions in clause (i), only the Company’s obligations under Section 7.07 in respect of such series will survive.  After satisfying the conditions in clause (ii), only the Company’s obligations in respect of such series in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive.  In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes of such series and this Indenture in respect of such series other than the surviving obligations.
 
Section 8.02.         Legal Defeasance.   After the deposit referred to in clause (a), the Company will be deemed to have paid and will be discharged from its obligations in respect of the Notes of a series and this Indenture in respect of such series, other than its obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06, and each Guarantor’s obligations under its Note Guaranty in respect of such series will terminate, provided the following conditions have been satisfied:
 
(a)        The Company has irrevocably deposited in trust with the Trustee, as trust funds solely for the benefit of the Holders of Notes of such series, money or U.S. Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate thereof delivered to the Trustee, without consideration of any reinvestment, to pay principal of and interest on the Notes of such series to maturity or redemption, as the case may be, provided that any redemption before maturity has been irrevocably provided for under arrangements satisfactory to the Trustee.
 
(b)        No Default has occurred and is continuing on the date of the deposit.
 
(c)        The Company has delivered to the Trustee either (x) a ruling received from the Internal Revenue Service to the effect that the beneficial owners of the Notes to be defeased will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case or (y) an Opinion of Counsel, based on a change in law after the date of this Indenture, to the same effect as the ruling described in clause (x).
 
(d)        The Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance have been complied with.
 
The Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes of such series and this Indenture in respect of such Notes except for the surviving obligations specified above.
 
Section 8.03.         Covenant Defeasance.   After the deposit referred to in clause (a), the Company’s obligations set forth in Sections 4.04 through 4.07, inclusive and 5.01(a)(iii), and each Guarantor’s obligations under its Note Guaranty, will terminate in
 
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respect of the Notes of a series, and clauses (c), (d), (e) and (f) of Section 6.01 will no longer constitute Events of Default in respect of such Notes, provided the following conditions have been satisfied:
 
(a)        The Company has complied with clauses (a), (b) and (d) of Section 8.02; and
 
(b)        the Company has delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Notes to be defeased will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case.
 
Except as specifically stated above, none of the Company’s obligations under this Indenture will be discharged.
 
Section 8.04.         Application of Trust Money.   Subject to Section 8.05, the Trustee will hold in trust the money or U.S. Government Obligations deposited with it pursuant to Section 8.01, 8.02 or 8.03, and apply the deposited money and the proceeds from deposited U.S. Government Obligations to the payment of principal of and interest on the Notes of the applicable series in accordance with the Notes and this Indenture.  Such money and U.S. Government Obligations need not be segregated from other funds except to the extent required by law.
 
Section 8.05.         Repayment to Company.   Subject to Sections 7.07, 8.01, 8.02 and 8.03, the Trustee will promptly pay to the Company upon request any excess money held by the Trustee at any time and thereupon be relieved from all liability with respect to such money.  The Trustee will pay to the Company upon request any money held for payment with respect to the Notes that remains unclaimed for two years, provided that before making such payment the Trustee may at the expense of the Company publish once in a newspaper of general circulation in New York City, or send to each Holder entitled to such money, notice that the money remains unclaimed and that after a date specified in the notice (at least 30 days after the date of the publication or notice) any remaining unclaimed balance of money will be repaid to the Company.  After payment to the Company, Holders entitled to such money must look solely to the Company for payment, unless applicable law designates another Person, and all liability of the Trustee with respect to such money will cease.
 
Section 8.06.         Reinstatement.   If and for so long as the Trustee is unable to apply any money or U.S. Government Obligations held in trust pursuant to Section 8.01, 8.02 or 8.03 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Notes will be reinstated as though no such deposit in trust had been made.  If the Company makes any payment of principal of or interest on any Notes because of the reinstatement of its obligations, it will be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held in trust.
 
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ARTICLE 9
AMENDMENTS, SUPPLEMENTS AND WAIVERS
 
Section 9.01.         Amendments Without Consent of Holders.   (a) The Company, the Guarantors (except that with respect to clause (i), (iv) and (x) below, the signatures of the other Guarantors shall not be required) and the Trustee may amend or supplement this Indenture or the Notes without notice to or the consent of any Noteholder:
 
(i)            add Guarantors with respect to the applicable series of Notes, including any Guarantors, or to secure the Notes;
 
(ii)           add covenants for the protection of the Holders of any series of Notes;
 
(iii)          add any additional Events of Default;
 
(iv)          cure any ambiguity, omission, mistake, defect or inconsistency in this Indenture;
 
(v)           add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act;
 
(vi)          supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Notes so long as any such action shall not adversely affect the interests of any Holder of such series of Notes or any other series of debt securities issued thereunder;
 
(vii)         prohibit the authentication and delivery of additional series of Notes;
 
(viii)        provide for uncertificated Notes in addition to or in place of certificated Notes subject to applicable laws;
 
(ix)          make any change to this Indenture that does not adversely affect the rights of any holder of any series of debt securities, including the Notes;
 
(x)           secure any series of debt securities, including the Notes;
 
(xi)          evidence the acceptance of appointment by a successor trustee and to add to or arrange any provisions of this Indenture necessary for or to facilitate the administration of the trusts created under this Indenture by more than one trustee;
 
(xii)         comply with Article 5 of this Indenture;
 
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(xiii)        in the case of subordinated debt securities, make any change to the provisions of this Indenture or any supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of Senior Debt under such provisions (but only if each such holder of Senior Debt under such provisions consents to such change);
 
(xiv)        evidence the release of any Guarantor pursuant to the terms of this Indenture;
 
(xv)         add to, change, or eliminate any of the provisions of this Indenture with respect to one or more series of Notes, so long as any such addition, change or elimination not otherwise permitted under this Indenture shall: (A) neither apply to any series including the Notes, created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor modify the rights of the holders of any such Notes with respect to the benefit of such provision; or (B) become effective only when there is no such prior security outstanding; or
 
(xvi)        conform this Indenture and/or the Notes to the description of the Notes in the Offering Memorandum applicable to such Notes at the time of initial sale thereof.
 
Section 9.02.         Amendments with Consent of Holders.   (a) The Company, the Guarantors and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of each series of Notes affected, may add any provisions to, or change in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of such series of Notes so affected. However, the Company may not, without the consent of each Holder of Notes of each series so affected:
 
(i)            extend the final maturity of such series of Notes;
 
(ii)           reduce the principal amount (or premium, if any) of such series of Notes;
 
(iii)          reduce the rate or extend the time of payment of interest on such series of Notes;
 
(iv)          reduce any amount payable on redemption of such series of Notes or change the time (other than with respect to timing of notices of redemption) at which such series of Notes may be redeemed in accordance with this Indenture;
 
(v)           impair the right of any Holder of such series of Notes to institute suit for the payment of such series of Notes;
 
(vi)          reduce the percentage in principal amount of such series of Notes the consent of the Holders of which is required for any such modification;
 
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(vii)         make such series of Notes payable in currency other than that stated in such series of Notes;
 
(viii)        make any changes in the ranking or priority of such series of Notes that would adversely affect the Holders of such series of Notes;
 
(ix)          make any change to the guarantees made by any Guarantors that would adversely affect the rights of Holders of such series of Notes; or
 
(x)           amend the above items or applicable sections of this Indenture providing certain rights to the majority of Holders of such series of Notes.
 
(b)        The Holders of at least a majority in principal amount of each series affected thereby then outstanding, may (i) amend the definition of Change of Control and (ii) waive compliance by the Company and the Guarantors with any covenant set forth in Article 4.
 
(c)        An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes.  After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver.  The Company will send supplemental indentures to Holders upon request.  Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.
 
Section 9.03.         Effect of Consent.   (a) After an amendment, supplement or waiver becomes effective, it will bind every Holder of the affected series unless it is of the type requiring the consent of each Holder affected.  If the amendment, supplement or waiver is of the type requiring the consent of each Holder affected, the amendment, supplement or waiver will bind each Holder that has consented to it and every subsequent Holder of a Note that evidences the same debt as the Note of the consenting Holder.
 
(b)           If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require the Holder to deliver it to the Trustee so that the Trustee may place an appropriate notation of the changed terms on the Note and return it to the Holder, or exchange it for a new Note that reflects the changed terms.  The Trustee may also place an appropriate notation on any Note thereafter authenticated.  However, the effectiveness of the amendment, supplement or waiver is not affected by any failure to annotate or exchange Notes in this fashion.
 
Section 9.04.         Trustee’s Rights and Obligations.   The Trustee is entitled to receive, and will be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of any such amendment, supplement or waiver is authorized or permitted by this Indenture and an Opinion of Counsel stating that such amendment, supplement or waiver is a legal, valid and binding obligation of the Company and the Guarantors and is enforceable against them in accordance with its terms.  If the Trustee has received such an Opinion of Counsel, it shall sign the
 
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amendment, supplement or waiver so long as the same does not adversely affect the rights of the Trustee.  The Trustee may, but is not obligated to, execute any amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under this Indenture.
 
Section 9.05.         Conformity with Trust Indenture Act.   Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.
 
ARTICLE 10
GUARANTEES
 
Section 10.01.      The Guarantees.   Subject to the provisions of this Article, each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally, on an unsecured basis, the full and punctual payment (whether at Stated Maturity, upon redemption, purchase pursuant to an Offer to Purchase or acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Company to the Holders or the Trustee under this Indenture.  Upon failure by the Company to pay punctually any such amount, each Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in this Indenture.
 
Section 10.02.      Guaranty Unconditional.   The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by
 
(a)        any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under this Indenture or any Note, by operation of law or otherwise;
 
(b)        any modification or amendment of or supplement to this Indenture or any Note;
 
(c)        any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in this Indenture or any Note;
 
(d)        the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
 
(e)        any invalidity or unenforceability relating to or against the Company for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note or any other amount payable by the Company under this Indenture; or
 
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(f)         any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.
 
Section 10.03.      Discharge; Reinstatement.   Each Guarantor’s obligations hereunder will remain in full force and effect until the principal of, premium, if any, and interest on the Notes and all other amounts payable by the Company under this Indenture have been paid in full.  If at any time any payment of the principal of, premium, if any, or interest on any Note or any other amount payable by the Company under this Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each Guarantor’s obligations hereunder with respect to such payment will be reinstated as though such payment had been due but not made at such time.
 
Section 10.04.      Waiver by the Guarantors.   Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company or any other Person.
 
Section 10.05.      Subrogation and Contribution.   Upon making any payment with respect to any obligation of the Company under this Article, the Guarantor making such payment will be subrogated to the rights of the payee against the Company with respect to such obligation, provided that the Guarantor may not enforce either any right of subrogation, or any right to receive payment in the nature of contribution, or otherwise, from any other Guarantor, with respect to such payment so long as any amount payable by the Company hereunder or under the Notes remains unpaid.
 
Section 10.06.      Stay of Acceleration.   If acceleration of the time for payment of any amount payable by the Company under this Indenture or the Notes is stayed upon the insolvency, bankruptcy or reorganization of the Company, all such amounts otherwise subject to acceleration under the terms of this Indenture are nonetheless payable by the Guarantors hereunder forthwith on demand by the Trustee or the Holders.
 
Section 10.07.      Limitation on Amount of Guaranty.   Notwithstanding anything to the contrary in this Article, each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guaranty of such Guarantor not constitute a fraudulent conveyance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law.  To effectuate that intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under its Note Guaranty are limited to the maximum amount that would not render the Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law.
 
Section 10.08.      Execution and Delivery of Guaranty.   The execution by each Guarantor of this Indenture (or a supplemental indenture in the form of Exhibit B)
 
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evidences the Note Guaranty of such Guarantor, whether or not the person signing as an officer of the Guarantor still holds that office at the time of authentication of any Note.  The delivery of any Note and Notation of Guarantee by the Trustee after authentication constitutes due delivery of the Note Guaranty set forth in this Indenture on behalf of each Guarantor.
 
Section 10.09.      Release of Guaranty.   A Guarantor will be automatically released and relieved from all its obligations under its Note Guaranty in the following circumstances:
 
(a)        upon the sale or other disposition (including by way of consolidation or merger), in one transaction or a series of related transactions, of at least a majority of the total voting power of the capital stock or other interests of such Guarantor (other than to the Company or any of its Subsidiaries), as permitted under this Indenture;
 
(b)        upon the sale or disposition of all or substantially all the assets of such Guarantor (other than to the Company or any of its Subsidiaries), as permitted under this Indenture; or
 
(c)        if at any time when no Default has occurred and is continuing with respect to any series of Notes, such Guarantor no longer guarantees (or which guarantee is being simultaneously released or will be immediately released after the release of the Guarantor) the Debt of the Company under (i) the Company’s then-existing primary credit facility, (ii) the Existing Notes or (iii) any Additional Debt.
 
Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.
 
ARTICLE 11
MISCELLANEOUS
 
Section 11.01.      Trust Indenture Act of 1939.   This Indenture shall incorporate and be governed by the provisions of the Trust Indenture Act that are required to be part of and to govern indentures qualified under the Trust Indenture Act.
 
Section 11.02.      Noteholder Communications; Noteholder Actions.   (a) The rights of Holders to communicate with other Holders with respect to this Indenture or the Notes are as provided by the Trust Indenture Act, and the Company and the Trustee shall comply with the requirements of Trust Indenture Act Sections 312(a) and 312(b).  Neither the Company nor the Trustee will be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.
 
(b)        (i) Any request, demand, authorization, direction, notice, consent to amendment, supplement or waiver or other action provided by this Indenture to be given
 
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or taken by a Holder (an “ act ”) may be evidenced by an instrument signed by the Holder delivered to the Trustee.  The fact and date of the execution of the instrument, or the authority of the person executing it, may be proved in any manner that the Trustee deems sufficient.
 
(ii)                                   The Trustee may make reasonable rules for action by or at a meeting of Holders, which will be binding on all the Holders.
 
(c)                          Any act by the Holder of any Note binds that Holder and every subsequent Holder of a Note that evidences the same debt as the Note of the acting Holder, even if no notation thereof appears on the Note.  Subject to paragraph (d), a Holder may revoke an act as to its Notes, but only if the Trustee receives the notice of revocation before the date the amendment or waiver or other consequence of the act becomes effective.
 
(d)                         The Company may, but is not obligated to, fix a record date (which need not be within the time limits otherwise prescribed by Trust Indenture Act Section 316(c)) for the purpose of determining the Holders entitled to act with respect to any amendment or waiver or in any other regard, except that during the continuance of an Event of Default, only the Trustee may set a record date as to notices of default, any declaration or acceleration or any other remedies or other consequences of the Event of Default.  If a record date is fixed, those Persons that were Holders at such record date and only those Persons will be entitled to act, or to revoke any previous act, whether or not those Persons continue to be Holders after the record date.  No act will be valid or effective for more than 90 days after the record date.
 
Section 11.03.                    Notices.   (a) Any notice or communication to the Company will be deemed given if in writing (i) when delivered in person or (ii) five days after mailing when mailed by first class mail, or (iii) when sent by facsimile transmission, with transmission confirmed.  Notices or communications to a Guarantor will be deemed given if given to the Company.  Any notice to the Trustee will be effective only upon receipt.  In each case the notice or communication should be addressed as follows:
 
if to the Company:
 
Molson Coors Brewing Company
1801 California Street, Suite 4600
Denver, Colorado 80202
Attention: Chief Legal and Corporate Affairs Officer
Fax number: (303) 927-2416
 
if to the Trustee:
 
The Bank of New York Mellon Trust Company, N.A.
400 South Hope Street, Suite 500
Los Angeles, California 90071
Attention: Corporate Unit
Fax number: (213) 630-6298
 
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The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.
 
The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing.  If the Company elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.
 
(b)                         Except as otherwise expressly provided with respect to published notices, any notice or communication to a Holder will be deemed given when mailed to the Holder at its address as it appears on the Register by first class mail or, as to any Global Note registered in the name of DTC or its nominee, as agreed by the Company, the Trustee and DTC.  Copies of any notice or communication to a Holder, if given by the Company, will be mailed to the Trustee at the same time.  Defect in mailing a notice or communication to any particular Holder will not affect its sufficiency with respect to other Holders.
 
(c)                          Where this Indenture provides for notice, the notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and the waiver will be the equivalent of the notice.  Waivers of notice by Holders must be filed with the Trustee, but such filing is not a condition precedent to the validity of any action taken in reliance upon such waivers.
 
Section 11.04.                    Certificate and Opinion as to Conditions Precedent.   Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company will furnish to the Trustee:
 
(a)                         an Officer’s Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and
 
(b)                         an Opinion of Counsel stating that all such conditions precedent have been complied with.
 
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Section 11.05.                    Statements Required in Certificate or Opinion.   Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must include:
 
(a)                         a statement that each person signing the certificate or opinion has read the covenant or condition and the related definitions;
 
(b)                         a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in the certificate or opinion is based;
 
(c)                          a statement that, in the opinion of each such person, that person has made such examination or investigation as is necessary to enable the person to express an informed opinion as to whether or not such covenant or condition has been complied with; and
 
(d)                         a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with, provided that an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact.
 
Section 11.06.                    Payment Date Other Than a Business Day.   If any payment with respect to a payment of any principal of, premium, if any, or interest on any Note (including any payment to be made on any date fixed for redemption or purchase of any Note) is due on a day which is not a Business Day, then the payment need not be made on such date, but may be made on the next Business Day with the same force and effect as if made on such date, and no interest will accrue for the intervening period.
 
Section 11.07.                    Governing Law.   This Indenture and the Securities shall be deemed to be contracts made under the law of the State of New York, and for all purposes shall be governed by and construed in accordance with the law of said State.
 
EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE.
 
Section 11.08.                    No Adverse Interpretation of Other Agreements.   If any payment with respect to a payment of any principal of, premium, if any, or interest on any Note (including any payment to be made on any date fixed for redemption or purchase of any Note) is due on a day which is not a Business Day, then the payment need not be made on such date, but may be made on the next Business Day with the same force and effect as if made on such date, and no interest will accrue for the intervening period.
 
Section 11.09.                    Successors.   All agreements of the Company or any Guarantor in this Indenture and the Notes will bind its successors.  All agreements of the Trustee in this Indenture will bind its successor.
 
54 

 
Section 11.10.                    Duplicate Originals.   The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.
 
Section 11.11.                    Separability.   In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
 
Section 11.12.                    Table of Contents and Headings.   The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and in no way modify or restrict any of the terms and provisions of this Indenture.
 
Section 11.13.                    No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders.   No director, officer, employee, incorporator, member or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or such Guarantor under the Notes, any Note Guaranty or this Indenture or for any claim based on, in respect of, or by reason of, such obligations.  Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
 
55 

 
SIGNATURES
 
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first written above.

 	MOLSON COORS BREWING COMPANY	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	

 	MOLSON CANADA 2005	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Treasurer	

 	MOLSON COORS INTERNATIONAL LP	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	

 	MOLSON COORS HOLDCO INC.	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	

 	COORS BREWING COMPANY	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	

 	CBC HOLDCO LLC	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	
 
[ Signature Page to USD Indenture ]

 

 	CBC HOLDCO 2 LLC	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	

 	CBC HOLDCO 3, INC.	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	

 	MC HOLDING COMPANY LLC	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	

 	MOLSON COORS INTERNATIONAL GENERAL, ULC	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Treasurer	

 	COORS INTERNATIONAL HOLDCO 2, ULC	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Treasurer	

 	MOLSON COORS CALLCO ULC	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Treasurer	
 
[ Signature Page to USD Indenture ]

 

 	NEWCO3, INC.	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	

 	MILLERCOORS LLC	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	

 	MILLERCOORS HOLDINGS LLC	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	

 	JACOB LEINENKUGEL BREWING CO., LLC	

 	By:	/s/ Gregory Tierney	
 	 	Name:	Gregory Tierney	
 	 	Title:	Treasurer	
 
[ Signature Page to USD Indenture ]

 

 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee	

 	By:	/s/ Valere Boyd	
 	 	Name: Valere Boyd	
 	 	Title: Vice President	
 
[ Signature Page to USD Indenture ]

 
EXHIBIT A-1
 
[FACE OF 2019 NOTE]
 
[LEGEND]
 
MOLSON COORS BREWING COMPANY
 
1.900% Senior Note Due 2019

CUSIP:	 	
ISIN:	 	
 	 	
No.	$	 	

Molson Coors Brewing Company, a Delaware corporation (the “ Company ”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to                                , or its registered assigns, the principal sum of              DOLLARS ($      ) [or such other amount as indicated on the Schedule of Exchange of Notes attached hereto] on March 15, 2019.
 
[Initial](1) Interest Rate: 1.900% per annum.
 
Interest Payment Dates:  March 15 and September 15, commencing September 15, 2017.
 
Regular Record Dates:  March 1 and September 1.
 
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

(1) For Initial Notes or Initial Additional Notes only.
 
A- 1 

 
IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

Date:	MOLSON COORS BREWING COMPANY	

 	By:	 	
 	 	Name:	
 	 	Title:	
 
A- 2 

 
(Form of Trustee’s Certificate of Authentication)
 
This is one of the 1.900% Senior Notes Due 2019 described in the Indenture referred to in this Note.

 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee	

 	By:	 	
Date:	 	Authorized Signatory	
 
A- 3 

 
[REVERSE SIDE OF NOTE]
 
MOLSON COORS BREWING COMPANY
 
1.900% Senior Note Due 2019
 
1.              Principal and Interest.
 
The Company promises to pay the principal of this Note on March 15, 2019.
 
The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 1.900% per annum (subject to adjustment as provided below).
 
Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the March 1 or September 1 immediately preceding the interest payment date) on each interest payment date, commencing September 15, 2017.
 
[The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated March 15, 2017, between the Company, the guarantors named therein and the Initial Purchasers named therein (the “ Registration Rights Agreement ”). In the event that the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) has not been filed on or prior to the Target Filing Date (as defined in the Registration Rights Agreement), the Exchange Offer Registration Statement has not been declared effective on or prior to the date that is 120 days after the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement (as defined in the Registration Rights Agreement), if required pursuant to Section 2(b)(i) or 2(b)(iii) of the Registration Rights Agreement, has not been declared effective by the Shelf Effective Date (as defined in the Registration Rights Agreement), the interest rate on this Note will increase by a rate of 0.25% for the first 90 day period after such date and thereafter it will be increased by an additional 0.25% for each subsequent 90 day period that elapses provided that the aggregate increase in such annual interest rate may in no event exceed 0.50% per annum.](1)
 
Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note](1) (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date].(2)  Interest will be computed in the basis of a 360-day year of twelve 30-day months.
 
The Company will pay interest on overdue principal, premium, if any, and interest at the rate otherwise applicable to the Notes.

(1) Include only for Exchange Note.
 
(2) For Additional Notes, should be the date of their original issue.
 
A- 1 

 
2.              Indentures; Note Guaranty.
 
This is one of the Notes issued under an Indenture dated as of March 15, 2017 (as amended from time to time, the “ Indenture ”), among the Company, the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee.  Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act.  The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms.  To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control.
 
The Notes are general unsecured obligations of the Company.  The Indenture limits the original aggregate principal amount of the Notes to $500,000,000, but Additional Notes may be issued pursuant to the Indenture, and the originally issued Notes and all such Additional Notes vote together for all purposes as a single class.  This Note is guaranteed, on a unsecured basis, as set forth in the Indenture.
 
3.              Redemption and Repurchase; Discharge Prior to Redemption or Maturity.
 
This Note is subject to optional redemption, and may be the subject of an Offer to Purchase, as further described in the Indenture.  There is no sinking fund or mandatory redemption applicable to this Note.
 
If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture and the Notes or may be discharged from certain of its obligations under certain provisions of the Indenture.
 
4.              Registered Form; Denominations; Transfer; Exchange.
 
The Notes are in registered form without coupons in denominations of $2,000 principal amount and any multiple of $1,000 in excess thereof.  A Holder may register the transfer or exchange of Notes in accordance with the Indenture.  The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.  Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any Note or certain portions of a Note.
 
5.              Defaults and Remedies.
 
If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes may declare all the Notes to be due and payable.  If a bankruptcy or insolvency default with respect to the Company occurs and is continuing, the Notes automatically become due and payable.  Holders may not enforce the Indenture or the Notes except as provided in the Indenture.
 
A- 2 

 
The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes.  Subject to certain limitations, Holders of a majority in principal amount of the Notes then outstanding may direct the Trustee in its exercise of remedies.
 
6.              Amendment and Waiver.
 
Subject to certain exceptions, the Indenture may be amended with the consent of the Holders of a majority in principal amount of the outstanding Notes.  Without notice to or the consent of any Holder, the Company, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency.
 
7.              Authentication.
 
This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this Note.
 
8.              Governing Law.
 
This Note shall be governed by, and construed in accordance with, the laws of the State of New York.
 
9.              Abbreviations.
 
Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act).
 
The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.
 
A- 3 

 
[FORM OF TRANSFER NOTICE]
 
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.	

 	
Please print or typewrite name and address including zip code of assignee	

the within Note and all rights thereunder, hereby irrevocably constituting and appointing	

 
 
attorney to transfer said Note on the books of the Company with full power of substitution in the premises.
 
A- 4 

 
[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]
 
In connection with any transfer of this Note occurring prior to                   , the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
 
Check One
 
¨             (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
 
¨             (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
 
or
 
¨             (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture.
 
If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.

Date:	 	 	 	
 	 	Seller	
 	 	 	
 	 	By	 	
 
NOTICE:  The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.
 
A- 5 

 

Signature Guarantee:(3)	 	 	

 	By	 	 	
 	To be executed by an executive officer	 	

(3) Signatures must be guaranteed by an “ eligible guarantor institution ” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“ STAMP” ) or such other “ signature guarantee program ” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
 
A- 6 

 
OPTION OF HOLDER TO ELECT PURCHASE
 
If you wish to have all of this Note purchased by the Company pursuant to Section 4.06 of the Indenture, check the box: ¨
 
If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.06 of the Indenture, state the amount (in original principal amount) below:
 
$                     .

Date:	 	 	

Your Signature:	 	 	
 	 	
(Sign exactly as your name appears on the other side of this Note)	
 	 	
Signature Guarantee:(1)	 	 	

(1) Signatures must be guaranteed by an “ eligible guarantor institution ” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“ STAMP ”) or such other “ signature guarantee program ” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
 
A- 7 

 
SCHEDULE OF EXCHANGES OF NOTES(1)
 
The following exchanges of a part of this Global Note for Physical Notes or a part of another Global Note have been made:

Date of Exchange	 	Amount of decrease
in principal amount
of this Global Note	 	Amount of increase
in principal amount
of this Global Note	 	Principal amount of
this Global Note
following such
decrease (or
increase)	 	Signature of
authorized officer of
Trustee	

 	 	 	 	 	 	 	 	 	

(1) For Global Notes
 
A- 1 

 
EXHIBIT A-2
 
[FACE OF 2020 NOTE]
 
[LEGEND]
 
MOLSON COORS BREWING COMPANY
 
2.250% Senior Note Due 2020

CUSIP:	 	
ISIN:	 	
 	 	
No.	$	 	

Molson Coors Brewing Company, a Delaware corporation (the “ Company ”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to                     , or its registered assigns, the principal sum of              DOLLARS ($      ) [or such other amount as indicated on the Schedule of Exchange of Notes attached hereto] on March 15, 2020.
 
[Initial](2) Interest Rate: 2.250% per annum.
 
Interest Payment Dates:  March 15 and September 15, commencing September 15, 2017.
 
Regular Record Dates:  March 1 and September 1.
 
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.

(2) For Initial Notes or Initial Additional Notes only.
 
A- 2 

 
IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

Date:	MOLSON COORS BREWING COMPANY	

 	By:	 	
 	 	Name:	
 	 	Title:	
 
A- 3 

 
(Form of Trustee’s Certificate of Authentication)
 
This is one of the 2.250% Senior Notes Due 2020 described in the Indenture referred to in this Note.

 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee	

 	By:	 	
Date:	 	Authorized Signatory	
 
A- 4 

 
[REVERSE SIDE OF NOTE]
 
MOLSON COORS BREWING COMPANY
 
2.250% Senior Note Due 2020
 
1.              Principal and Interest.
 
The Company promises to pay the principal of this Note on March 15, 2020.
 
The Company promises to pay interest on the principal amount of this Note on each interest payment date, as set forth on the face of this Note, at the rate of 2.250% per annum (subject to adjustment as provided below).
 
Interest will be payable semiannually (to the holders of record of the Notes at the close of business on the March 1 or September 1 immediately preceding the interest payment date) on each interest payment date, commencing September 15, 2017.
 
[The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated March 15, 2017, between the Company, the guarantors named therein and the Initial Purchasers named therein (the “ Registration Rights Agreement ”). In the event that the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) has not been filed on or prior to the Target Filing Date (as defined in the Registration Rights Agreement), the Exchange Offer Registration Statement has not been declared effective on or prior to the date that is 120 days after the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement (as defined in the Registration Rights Agreement), if required pursuant to Section 2(b)(i) or 2(b)(iii) of the Registration Rights Agreement, has not been declared effective by the Shelf Effective Date (as defined in the Registration Rights Agreement), the interest rate on this Note will increase by a rate of 0.25% for the first 90 day period after such date and thereafter it will be increased by an additional 0.25% for each subsequent 90 day period that elapses provided that the aggregate increase in such annual interest rate may in no event exceed 0.50% per annum.](1)
 
Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note](1) (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date].(2)  Interest will be computed in the basis of a 360-day year of twelve 30-day months.
 
The Company will pay interest on overdue principal, premium, if any, and interest at the rate otherwise applicable to the Notes.

(1) Include only for Exchange Note.
 
(2) For Additional Notes, should be the date of their original issue.
 
A- 1 

 
2.              Indentures; Note Guaranty.
 
This is one of the Notes issued under an Indenture dated as of March 15, 2017 (as amended from time to time, the “ Indenture ”), among the Company, the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee.  Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act.  The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms.  To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control.
 
The Notes are general unsecured obligations of the Company.  The Indenture limits the original aggregate principal amount of the Notes to $500,000,000, but Additional Notes may be issued pursuant to the Indenture, and the originally issued Notes and all such Additional Notes vote together for all purposes as a single class.  This Note is guaranteed, on a unsecured basis, as set forth in the Indenture.
 
3.              Redemption and Repurchase; Discharge Prior to Redemption or Maturity.
 
This Note is subject to optional redemption, and may be the subject of an Offer to Purchase, as further described in the Indenture.  There is no sinking fund or mandatory redemption applicable to this Note.
 
If the Company deposits with the Trustee money or U.S. Government Obligations sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture and the Notes or may be discharged from certain of its obligations under certain provisions of the Indenture.
 
4.              Registered Form; Denominations; Transfer; Exchange.
 
The Notes are in registered form without coupons in denominations of $2,000 principal amount and any multiple of $1,000 in excess thereof.  A Holder may register the transfer or exchange of Notes in accordance with the Indenture.  The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.  Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any Note or certain portions of a Note.
 
5.              Defaults and Remedies.
 
If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes may declare all the Notes to be due and payable.  If a bankruptcy or insolvency default with respect to the Company occurs and is continuing, the Notes automatically become due and payable.  Holders may not enforce the Indenture or the Notes except as provided in the Indenture.
 
A- 2 

 
The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes.  Subject to certain limitations, Holders of a majority in principal amount of the Notes then outstanding may direct the Trustee in its exercise of remedies.
 
6.              Amendment and Waiver.
 
Subject to certain exceptions, the Indenture may be amended with the consent of the Holders of a majority in principal amount of the outstanding Notes.  Without notice to or the consent of any Holder, the Company, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency.
 
7.              Authentication.
 
This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this Note.
 
8.              Governing Law.
 
This Note shall be governed by, and construed in accordance with, the laws of the State of New York.
 
9.              Abbreviations.
 
Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act).
 
The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.
 
A- 3 

 
[FORM OF TRANSFER NOTICE]
 
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.	

 	
Please print or typewrite name and address including zip code of assignee	

the within Note and all rights thereunder, hereby irrevocably constituting and appointing	

 
 
attorney to transfer said Note on the books of the Company with full power of substitution in the premises.
 
A- 4 

 
[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]
 
In connection with any transfer of this Note occurring prior to               , the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
 
Check One
 
¨             (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
 
¨             (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
 
or
 
¨             (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture.
 
If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.

Date:	 	 	 	
 	 	Seller	
 	 	 	
 	 	By	 	
 
NOTICE:  The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.
 
A- 5 

 

Signature Guarantee:(3)	 	 	

 	By	 	 	
 	To be executed by an executive officer	 	

(3) Signatures must be guaranteed by an “ eligible guarantor institution ” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“ STAMP” ) or such other “ signature guarantee program ” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
 
A- 6 

 
OPTION OF HOLDER TO ELECT PURCHASE
 
If you wish to have all of this Note purchased by the Company pursuant to Section 4.06 of the Indenture, check the box: ¨
 
If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.06 of the Indenture, state the amount (in original principal amount) below:
 
$                     .

Date:	 	 	

Your Signature:	 	 	
 	 	
(Sign exactly as your name appears on the other side of this Note)	
 	 	
Signature Guarantee:(1)	 	 	

(1) Signatures must be guaranteed by an “ eligible guarantor institution ” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“ STAMP ”) or such other “ signature guarantee program ” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
 
A- 7 

 
SCHEDULE OF EXCHANGES OF NOTES(1)
 
The following exchanges of a part of this Global Note for Physical Notes or a part of another Global Note have been made:

Date of Exchange	 	Amount of decrease
in principal amount
of this Global Note	 	Amount of increase
in principal amount
of this Global Note	 	Principal amount of
this Global Note
following such
decrease (or
increase)	 	Signature of
authorized officer of
Trustee	

 	 	 	 	 	 	 	 	 	

(1) For Global Notes
 
A- 8 

 
EXHIBIT B
 
SUPPLEMENTAL INDENTURE

dated as of           ,               
 
among
 
MOLSON COORS BREWING COMPANY,

THE GUARANTORS NAMED HEREIN
 
and
 
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee

 
1.900% Senior Notes due 2019
 
2.250% Senior Notes due 2020

 
THIS SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), entered into as of           ,     , among Molson Coors Brewing Company, a Delaware corporation (the “ Company ”), the Guarantors party hereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”).
 
RECITALS
 
WHEREAS, the Company, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of March 15, 2017 (the “ Indenture ”), relating to the Company’s 1.900% Senior Notes due 2019 (the “ 2019 Notes ”) and 2.250% Senior Notes due 2020 (the “ 2020 Notes ” and, together with the 2019 Notes, the “ Notes ”);
 
WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company and the Guarantors, in accordance with its terms, have been performed, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects;

                WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed pursuant to the Indenture to cause Subsidiaries to provide Guarantees in certain circumstances.
 
AGREEMENT
 
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:
 
Section 1.  Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
 
Section 2.  Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 11 thereof.
 
Section 3.  This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
 
Section 4.  This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.
 
Section 5.  This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.
 
Section 6.  The Trustee is not responsible for the sufficiency or validity of this Supplemental Indenture nor for the recitals herein.
 
B- 1 

 
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

 	MOLSON COORS BREWING COMPANY, as Issuer	

 	By:	 	
 	 	Name:	
 	 	Title:	

 	[GUARANTOR]	

 	By:	 	
 	 	Name:	
 	 	Title:	

 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee	

 	By:	 	
 	 	Name:	
 	 	Title:	
 
B- 2 

 
EXHIBIT C
 
RESTRICTED LEGEND
 
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
 
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS IN THE CASE OF RULE 144A NOTES: ONE YEAR AND IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) ONLY (A) TO THE COMPANY, THE GUARANTORS OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES TO NON U.S. PERSONS IN OFFSHORE TRANSACTIONS IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND TO COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHTS PURSUANT TO THE INDENTURE PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND (III) AGREES
 
C- 1 

 
THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
 
C- 2 

 
EXHIBIT D
 
DTC LEGEND
 
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“ DTC ”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS A BENEFICIAL INTEREST HEREIN.
 
TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.
 
D- 1 

 
EXHIBIT E
 
Regulation S Certificate

 	,	
 
The Bank of New York Mellon Trust Company, N.A.
400 South Hope Street, Suite 500
Los Angeles, California 90071
Attention: Corporate Unit
Fax number: (213) 630-6298
 
Attention: Corporate Trust Administration

Re:	Molson Coors Brewing Company
[1.900% Senior Notes due 2019][2.250% Senior Notes due
2020] (the “ Notes ”)
Issued under the Indenture (the “ Indenture ”) dated as of
March 15, 2017 relating to the Notes	 	
 
Ladies and Gentlemen:
 
Terms are used in this Certificate as used in Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), except as otherwise stated herein.
 
[CHECK A OR B AS APPLICABLE.]
 
¨   A.                        This Certificate relates to our proposed transfer of $     principal amount of Notes issued under the Indenture.  We hereby certify as follows:
 
1.               The offer and sale of the Notes was not and will not be made to a person in the United States (unless such person is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by it for which it is acting is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3)) and such offer and sale was not and will not be specifically targeted at an identifiable group of U.S. citizens abroad.
 
2.               Unless the circumstances described in the parenthetical in paragraph 1 above are applicable, either (a) at the time the buy order was originated, the buyer was outside the United States or we and any person acting on our behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market,
 
E- 1 

 
and neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States.
 
3.               Neither we, any of our affiliates, nor any person acting on our or their behalf has made any directed selling efforts in the United States with respect to the Notes.
 
4.               The proposed transfer of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.
 
5.               If we are a dealer or a person receiving a selling concession, fee or other remuneration in respect of the Notes, and the proposed transfer takes place during the Restricted Period (as defined in the Indenture), or we are an officer or director of the Company or an Initial Purchaser (as defined in the Indenture), we certify that the proposed transfer is being made in accordance with the provisions of Rule 904(b) of Regulation S.
 
¨   B.                        This Certificate relates to our proposed exchange of $     principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us.  We hereby certify as follows:
 
1.               At the time the offer and sale of the Notes was made to us, either (i) we were not in the United States or (ii) we were excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by us for which we were acting was excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3); and we were not a member of an identifiable group of U.S. citizens abroad.
 
2.               Unless the circumstances described in paragraph 1(ii) above are applicable, either (a) at the time our buy order was originated, we were outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and we did not pre-arrange the transaction in the United States.
 
3.               The proposed exchange of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.
 
E- 2 

 
You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

 	 	Very truly yours,	
 	 	 	
 	 	[NAME OF SELLER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]	

 	 	By:	 	
 	 	 	Name:	
 	 	 	Title:	
 	 	 	Address:	
 	 	 	 	
Date:	 	 	 	 	

E- 3 

 
EXHIBIT F
 
Rule 144A Certificate
 
                          ,          
 
The Bank of New York Mellon Trust Company, N.A.
400 South Hope Street, Suite 500
Los Angeles, California 90071
Attention: Corporate Unit
Fax number: (213) 630-6298
Attention: Corporate Trust Administration

Re:	Molson Coors Brewing Company
[1.900% Senior Notes due 2019][2.250% Senior Notes due 2020] (the “ Notes ”)
Issued under the Indenture (the “ Indenture ”) dated as of March 15, 2017 relating to the Notes	 	
 
Ladies and Gentlemen:
 
TO BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED.
 
This Certificate relates to:
 
[CHECK A OR B AS APPLICABLE.]
 
¨   A.                        Our proposed purchase of $     principal amount of Notes issued under the Indenture.
 
¨   B.                        Our proposed exchange of $     principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us.
 
We and, if applicable, each account for which we are acting in the aggregate owned and invested more than $100,000,000 in securities of issuers that are not affiliated with us (or such accounts, if applicable), as of          , 20  , which is a date on or since close of our most recent fiscal year.  We and, if applicable, each account for which we are acting, are a qualified institutional buyer within the meaning of Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”).  If we are acting on behalf of an account, we exercise sole investment discretion with respect to such account. We are aware that the transfer of Notes to us, or such exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.  Prior to the date of this Certificate we have received such information regarding the Company as we have requested pursuant to Rule 144A(d)(4) or have determined not to request such information.
 
F- 1 

 
You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

 	Very truly yours,	
 	 	
 	[NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]	

 	By:	 	
 	 	Name:	
 	 	Title:	
 	 	Address:	
 	 	 	
Date:	 	 	 	 	

F- 2 

 
EXHIBIT G
 
Institutional Accredited Investor Certificate
 
The Bank of New York Mellon Trust Company, N.A.
400 South Hope Street, Suite 500
Los Angeles, California 90071
Attention: Corporate Unit
Fax number: (213) 630-6298
Attention: Corporate Trust Administration

Re:	Molson Coors Brewing Company
[1.900% Senior Notes due 2019][2.250% Senior Notes due 2020] (the “ Notes ”)
Issued under the Indenture (the “ Indenture ”) dated as of March 15, 2017 relating to the Notes	 	
 
Ladies and Gentlemen:
 
This Certificate relates to:
 
[CHECK A OR B AS APPLICABLE.]
 
¨   A.                        Our proposed purchase of $     principal amount of Notes issued under the Indenture.
 
¨   B.                        Our proposed exchange of $     principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us.
 
We hereby confirm that:
 
1.                         We are an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”) (an “Institutional Accredited Investor”).
 
2.                         Any acquisition of Notes by us will be for our own account or for the account of one or more other Institutional Accredited Investors as to which we exercise sole investment discretion.
 
3.                         We have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of an investment in the Notes and we and any accounts for which we are acting are able to bear the economic risks of and an entire loss of our or their investment in the Notes.
 
4.                         We are not acquiring the Notes with a view to any distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction;
 
G- 1 

 
provided that the disposition of our property and the property of any accounts for which we are acting as fiduciary will remain at all times within our and their control.
 
5.                         We acknowledge that the Notes have not been registered under the Securities Act and that the Notes may not be offered or sold within the United States or to or for the benefit of U.S. persons except as set forth below.
 
6.                         The principal amount of Notes to which this Certificate relates is at least equal to $250,000.
 
We agree for the benefit of the Company, on our own behalf and on behalf of each account for which we are acting, that such Notes may be offered, sold, pledged or otherwise transferred only in accordance with the Securities Act and any applicable securities laws of any State of the United States and only (a) to the Company, (b) pursuant to a registration statement which has become effective under the Securities Act, (c) to a qualified institutional buyer in compliance with Rule 144A under the Securities Act, (d) in an offshore transaction in compliance with Rule 904 of Regulation S under the Securities Act, (e) in a principal amount of not less than $250,000, to an Institutional Accredited Investor that, prior to such transfer, delivers to the Trustee a duly completed and signed certificate (the form of which may be obtained from the Trustee) relating to the restrictions on transfer of the Notes or (f) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act.
 
Prior to the registration of any transfer in accordance with (c) or (d) above, we acknowledge that a duly completed and signed certificate (the form of which may be obtained from the Trustee) must be delivered to the Trustee.  Prior to the registration of any transfer in accordance with (e) or (f) above, we acknowledge that the Company reserves the right to require the delivery of such legal opinions, certifications or other evidence as may reasonably be required in order to determine that the proposed transfer is being made in compliance with the Securities Act and applicable state securities laws.  We acknowledge that no representation is made as to the availability of any Rule 144 exemption from the registration requirements of the Securities Act.
 
We understand that the Trustee will not be required to accept for registration of transfer any Notes acquired by us, except upon presentation of evidence satisfactory to the Company and the Trustee that the foregoing restrictions on transfer have been complied with.  We further understand that the Notes acquired by us will be in the form of definitive physical certificates and that such certificates will bear a legend reflecting the substance of the preceding paragraph.  We further agree to provide to any person acquiring any of the Notes from us a notice advising such person that resales of the Notes are restricted as stated herein and that certificates representing the Notes will bear a legend to that effect.
 
G- 2 

 
We agree to notify you promptly in writing if any of our acknowledgments, representations or agreements herein ceases to be accurate and complete.
 
We represent to you that we have full power to make the foregoing acknowledgments, representations and agreements on our own behalf and on behalf of any account for which we are acting.
 
You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

 	Very truly yours,	
 	 	
 	[NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]	

 	By:	 	
 	 	Name:	
 	 	Title:	
 	 	Address:	
 	 	 	
Date:	 	 	 	 	

G- 3 

 
Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows:

By:	 	 	
 	 	 	
Date:	 	 	
 	 	 	
Taxpayer ID number:	 	 	

G- 4 

 
EXHIBIT H
 
[COMPLETE FORM I OR FORM II AS APPLICABLE.]
 
[FORM I]
 
Certificate of Beneficial Ownership
 
To:                              The Bank of New York Mellon Trust Company, N.A.
400 South Hope Street, Suite 500
Los Angeles, California 90071
Attention: Corporate Unit
Fax number: (213) 630-6298
Attention: Corporate Trust Administration OR
 
[Name of DTC Participant]

Re:	Molson Coors Brewing Company
[1.900% Senior Notes due 2019][2.250% Senior Notes due 2020] (the “ Notes ”)
Issued under the Indenture (the “ Indenture ”) dated as of March 15, 2017 relating to the Notes	 	
 
Ladies and Gentlemen:
 
We are the beneficial owner of $     principal amount of Notes issued under the Indenture and represented by a Temporary Offshore Global Note (as defined in the Indenture).
 
We hereby certify as follows:
 
[CHECK A OR B AS APPLICABLE.]
 
¨   A.                        We are a non-U.S. person (within the meaning of Regulation S under the Securities Act of 1933, as amended).
 
¨   B.                        We are a U.S. person (within the meaning of Regulation S under the Securities Act of 1933, as amended) that purchased the Notes in a transaction that did not require registration under the Securities Act of 1933, as amended.
 
You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.
 
H- 1 

 

 	Very truly yours,	
 	 	
 	[NAME OF BENEFICIAL OWNER]	

 	By:	 	
 	 	Name:	
 	 	Title:	
 	 	Address:	
 	 	 	
Date:	 	 	 	 	

[FORM II]
 
Certificate of Beneficial Ownership

To:	The Bank of New York Mellon Trust Company, N.A.
400 South Hope Street, Suite 500
Los Angeles, California 90071
Attention: Corporate Unit
Fax number: (213) 630-6298
Attention: Corporate Trust Administration	
 	 	
Re:	Molson Coors Brewing Company
[1.900% Senior Notes due 2019][2.250% Senior Notes
due 2020] (the “ Notes ”)
Issued under the Indenture (the “ Indenture ”) dated as of
March 15, 2017 relating to the Notes	
 
Ladies and Gentlemen:
 
This is to certify that based solely on certifications we have received in writing, by tested telex or by electronic transmission from Institutions appearing in our records as persons being entitled to a portion of the principal amount of Notes represented by a Temporary Offshore Global Note issued under the above-referenced Indenture, that as of the date hereof, $     principal amount of Notes represented by the Temporary Offshore Global Note being submitted herewith for exchange is beneficially owned by persons that are either (i) non-U.S. persons (within the meaning of Regulation S under the Securities Act of 1933, as amended) or (ii) U.S. persons that purchased the Notes in a transaction that did not require registration under the Securities Act of 1933, as amended.
 
We further certify that (i) we are not submitting herewith for exchange any portion of such Temporary Offshore Global Note excepted in such certifications and (ii) as of the date hereof we have not received any notification from any Institution to the effect that the statements made by such Institution with respect to any portion of such
 
H- 2 

 
Temporary Offshore Global Note submitted herewith for exchange are no longer true and cannot be relied upon as of the date hereof.
 
You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

 	Yours faithfully,	
 	 	
 	[Name of DTC Participant]	

 	By:	 	
 	 	Name:	
 	 	Title:	
 	 	Address:	
 	 	 	
Date:	 	 	 	 	

H- 3 

 
EXHIBIT I
 
THIS NOTE IS A TEMPORARY GLOBAL NOTE.  PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY PERSON OTHER THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”).  BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR PHYSICAL NOTES OTHER THAN A PERMANENT GLOBAL NOTE IN ACCORDANCE WITH THE TERMS OF THE INDENTURE. TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE SECURITIES ACT.
 
NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNTIL SUCH BENEFICIAL INTEREST IS EXCHANGED OR TRANSFERRED FOR AN INTEREST IN ANOTHER NOTE.
 
I- 1 

Exhibit 4.4

 
 
MOLSON COORS BREWING COMPANY, as Issuer
 
and
 
THE GUARANTORS NAMED HEREIN, as Guarantors
 
and
 
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

 
INDENTURE
 
Dated as of March 15, 2017

 
Senior Floating Rate Notes due 2019

 
TABLE OF CONTENTS

 

 	 	PAGE	
ARTICLE 1	
 	 	
DEFINITIONS AND INCORPORATION BY REFERENCE	1	
 	 	
Section 1.01.	Definitions	1	
Section 1.02.	Rules of Construction	11	
 	 	 	
ARTICLE 2	
 	 	 	
THE NOTES	 	12	
 	 	 	
Section 2.01.	Form, Dating and Denominations; Legends	12	
Section 2.02.	Execution and Authentication; Exchange Notes; Additional Notes	13	
Section 2.03.	Registrar and Authenticating Agent	14	
Section 2.04.	Replacement Notes	14	
Section 2.05.	Outstanding Notes	14	
Section 2.06.	Temporary Notes	15	
Section 2.07.	Cancellation	15	
Section 2.08.	CUSIP, ISIN and Common Code Numbers	16	
Section 2.09.	Registration, Transfer and Exchange	16	
Section 2.10.	Restrictions on Transfer and Exchange	19	
Section 2.11.	Temporary Offshore Global Notes	21	
Section 2.12.	Payments in Euro	21	
 	 	 	
ARTICLE 3	
 	 	 	
REDEMPTION; OFFER TO PURCHASE	22	
 	 	 	
Section 3.01.	Redemption for Tax Reasons	22	
Section 3.02.	Method and Effect of Redemption	22	
Section 3.03.	Offer to Purchase	23	
 	 	 	
ARTICLE 4	
 	 	 	
COVENANTS	25	
 	 	 	
Section 4.01.	Payment of Notes	25	
Section 4.02.	Maintenance of Office or Agency	25	
Section 4.03.	Existence	26	
Section 4.04.	Limitations on Secured Debt	26	
Section 4.05.	Limitation on Sale and Leaseback Transactions	27	
Section 4.06.	Repurchase of Notes Upon a Change of Control Triggering Event	28	
Section 4.07.	Future Guarantors	28	
Section 4.08.	Financial Reports	29	
Section 4.09.	Reports to Trustee	29	
Section 4.10.	Payment of Additional Amounts	29	
 
i 

 

ARTICLE 5	
 	 	 	
CONSOLIDATION, MERGER OR SALE OF ASSETS	32	
 	 	 	
Section 5.01.	Consolidation, Merger or Sale of Assets	32	
 	 	 	
ARTICLE 6	
 	 	 	
DEFAULT AND REMEDIES	33	
 	 	 	
Section 6.01.	Events of Default	33	
Section 6.02.	Acceleration	34	
Section 6.03.	Other Remedies	34	
Section 6.04.	Waiver of Past Defaults	35	
Section 6.05.	Control by Majority	35	
Section 6.06.	Limitation on Suits	35	
Section 6.07.	Rights of Holders to Receive Payment	35	
Section 6.08.	Collection Suit by Trustee	35	
Section 6.09.	Trustee May File Proofs of Claim	36	
Section 6.10.	Priorities	36	
Section 6.11.	Restoration of Rights and Remedies	36	
Section 6.12.	Undertaking for Costs	37	
Section 6.13.	Rights and Remedies Cumulative	37	
Section 6.14.	Delay or Omission Not Waiver	37	
Section 6.15.	Waiver of Stay, Extension or Usury Laws	37	
 	 	 	
ARTICLE 7	
 	 	 	
THE TRUSTEE, REGISTRAR AND TRANSFER AGENT	38	
 	 	
Section 7.01.	Certain Duties and Responsibilities	38	
Section 7.02.	Certain Rights of Trustee	39	
Section 7.03.	Individual Rights of Trustee	40	
Section 7.04.	Trustee’s Disclaimer	41	
Section 7.05.	Notice of Default	41	
Section 7.06.	Reports by Trustee to Holders	41	
Section 7.07.	Compensation and Indemnity	41	
Section 7.08.	Replacement of Trustee	42	
Section 7.09.	Successor Trustee by Merger	43	
Section 7.10.	Eligibility	43	
Section 7.11.	Money Held in Trust	43	
 	 	 	
ARTICLE 8	
 	 	 	
DEFEASANCE AND DISCHARGE	43	
 	 	
Section 8.01.	Discharge of Company’s Obligations	43	
Section 8.02.	Legal Defeasance	44	
Section 8.03.	Covenant Defeasance	45	
Section 8.04.	Application of Trust Money	45	
Section 8.05.	Repayment to Company	45	
 
ii 

 

Section 8.06.	Reinstatement	46	
 	 	 	
ARTICLE 9	
 	 	 	
AMENDMENTS, SUPPLEMENTS AND WAIVERS	46	
 	 	
Section 9.01.	Amendments Without Consent of Holders	46	
Section 9.02.	Amendments with Consent of Holders	47	
Section 9.03.	Effect of Consent	48	
Section 9.04.	Trustee’s Rights and Obligations	49	
Section 9.05.	Conformity with Trust Indenture Act	49	
 	 	 	
ARTICLE 10	
 	 	 	
GUARANTEES	49	
 	 	
Section 10.01.	The Guarantees	49	
Section 10.02.	Guaranty Unconditional	49	
Section 10.03.	Discharge; Reinstatement	50	
Section 10.04.	Waiver by the Guarantors	50	
Section 10.05.	Subrogation and Contribution	50	
Section 10.06.	Stay of Acceleration	50	
Section 10.07.	Limitation on Amount of Guaranty	51	
Section 10.08.	Execution and Delivery of Guaranty	51	
Section 10.09.	Release of Guaranty	51	
 	 	 	
ARTICLE 11	
 	 	 	
MISCELLANEOUS	52	
 	 	
Section 11.01.	Trust Indenture Act of 1939	52	
Section 11.02.	Noteholder Communications; Noteholder Actions	52	
Section 11.03.	Notices	52	
Section 11.04.	Certificate and Opinion as to Conditions Precedent	54	
Section 11.05.	Statements Required in Certificate or Opinion	54	
Section 11.06.	Payment Date Other Than a Business Day	54	
Section 11.07.	Governing Law	54	
Section 11.08.	No Adverse Interpretation of Other Agreements	55	
Section 11.09.	Successors	55	
Section 11.10.	Duplicate Originals	55	
Section 11.11.	Separability	55	
Section 11.12.	Table of Contents and Headings	55	
Section 11.13.	No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders	55	
Section 11.14.	Judgment Currency	55	
 
EXHIBITS
EXHIBIT A                                                       Form of Note
EXHIBIT B                                                       Form of Supplemental Indenture
 
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EXHIBIT C                                                       Restricted Legend
EXHIBIT D                                                       Global Note Legend
EXHIBIT E                                                        Regulation S Certificate
EXHIBIT F                                                         Rule 144A Certificate
EXHIBIT G                                                       Institutional Accredited Investor Certificate
EXHIBIT H                                                      Certificate of Beneficial Ownership
EXHIBIT I                                                           Temporary Offshore Global Note Legend
 
iv 

 
INDENTURE, dated as of March 15, 2017, between Molson Coors Brewing Company, a Delaware corporation (the “ Company ”), the Guarantors (as defined herein) party hereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”).
 
RECITALS
 
The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of up to €500,000,000 aggregate principal amount of the Company’s Senior Floating Rate Notes Due 2019 (the “ Initial Notes ”), and, if and when issued, any Additional Notes, together with any Exchange Notes issued therefor as provided herein (the “ Notes ”).  All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done, and the Company has done all things necessary to make the Notes (in the case of the Additional Notes, when duly authorized), when executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid obligations of the Company as hereinafter provided.
 
In addition, the Guarantors party hereto have duly authorized the execution and delivery of this Indenture as guarantors of the Notes.  All things necessary to make this Indenture a valid agreement of each Guarantor, in accordance with its terms, have been done, and each Guarantor has done all things necessary to make the Note Guarantees, when the Notes are executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid obligations of such Guarantor as hereinafter provided.
 
This Indenture is subject to, and will be governed by, the provisions of the Trust Indenture Act that are required to be a part of and govern indentures qualified under the Trust Indenture Act.
 
THIS INDENTURE WITNESSETH
 
For and in consideration of the premises and the purchase of the Notes by the Holders thereof, the parties hereto covenant and agree, for the equal and proportionate benefit of all Holders, as follows:
 
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
 
Section 1.01.         Definitions.
 
“ Additional Amounts ” has the meaning assigned to such term in Section 4.10.
 
“ Additional Interest ” means additional interest owed to the Holders pursuant to a Registration Rights Agreement.
 
“ Additional Debt ” means any senior unsecured notes issued by the Company in future capital markets transactions.
 
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“ Additional Notes ” means any notes issued under this Indenture in addition to the Original Notes, including any Exchange Notes issued in exchange for such Additional Notes, having the same terms in all respects as the Original Notes, or in all respects except with respect to interest paid or payable on or prior to the first interest payment date after the issuance of such Additional Notes.
 
“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person.  For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
 
“ Agent ” means any Registrar or Authenticating Agent, and their permitted successors and assigns.
 
“ Agent Member ” means a member of, or a participant in, the Depositary.
 
“ Attributable Debt ” means, as to any particular lease under which any Person is at the time liable and at any date as of which the amount of such liability is to be determined, the total net amount of rent required to be paid by such Person under such lease during the remaining primary term thereof, discounted from the respective due dates thereof to such date at the actual percentage rate inherent in such arrangements as determined in good faith by the Company. The net amount of rent required to be paid under any such lease for any such period shall be the aggregate amount payable by the lessee with respect to such period after excluding amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments and similar charges. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be terminated.
 
“ Authenticating Agent ” refers to a Person engaged to authenticate the Notes in the stead of the Trustee.
 
“ bankruptcy default ” has the meaning assigned to such term in Section 6.01.
 
“ Below Investment Grade Rating Event ” means the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the earlier of (1) the occurrence of a Change of Control or (2) public notice of the Company’s intention to effect a Change of Control, in each case until the end of the 60-day period following the earlier of (1) the occurrence of a Change of Control or (2) public notice of the Company’s intention to effect a Change of Control; provided, however , that if during such 60-day period one or more Rating Agencies has publicly announced that it is considering a possible downgrade of the Notes, then such 60-day period shall be
 
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extended for such time as the rating of the Notes by any such Rating Agency remains under publicly announced consideration for possible downgrade.
 
Notwithstanding the foregoing, a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at the Company’s or its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the Below Investment Grade Rating Event).
 
“ beneficial owner ” will be determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”), as in effect on the date of this Indenture.
 
“ beneficially own ” and “ beneficially owned ” have meanings correlative to that of beneficial owner.
 
“ Board of Directors ” means the board of directors of the Company or the executive or any other committee of that board duly authorized to act in respect hereof.
 
“ Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks in New York City, London or in the city where the Corporate Trust Office of the Trustee is located are authorized by law to close.
 
“ Calculation Agent ” means the Calculation Agent appointed by the Company pursuant to the Calculation Agency Agreement between the Company and The Bank of New York Mellon, London Branch, dated as of the date hereof.
 
“ Capital Stock ” means, with respect to any Person, any and all shares, interests, rights to purchase, warrants, options, participations, units or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, but excluding any debt securities convertible into such equity.
 
“ Certificate of Beneficial Ownership ” means a certificate substantially in the form of Exhibit H.
 
“ Change of Control ” means the occurrence of any of the following: (1) any “person” or “group” (other than the “Permitted Parties”) is or becomes (by way of merger or consolidation or otherwise) the “beneficial owner,” directly or indirectly, of shares of the Company’s Voting Stock representing 50% or more of the total voting power of all outstanding classes of the Company’s Voting Stock or has the power, directly or indirectly, to elect a majority of the members of the Company’s board of directors; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially
 
3 

 
all of the properties and assets of the Company and its Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to (i) the Company or one of its Subsidiaries, or (ii) one or more Permitted Parties; or (3) the holders of the Company’s capital stock approve any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the terms of this Indenture).
 
Notwithstanding the foregoing, (a) a transaction will not be deemed to involve a Change of Control if (i) the Company becomes a direct or indirect wholly owned subsidiary of a holding company and (ii)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company, and (b) the right to acquire Voting Stock (so long as such person does not have the right to direct the voting of the Voting Stock subject to such right) or any veto power in connection with the acquisition or disposition of Voting Stock will not cause a party to be a “beneficial owner.”
 
For purposes of this definition, “person” or “group” have the meanings given to them for purposes of Sections 13(d) and 14(d) of the Exchange Act as in effect on the issue date of the Notes (but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, and any Permitted Party shall be excluded when determining the members of such “group”), and the term “group” includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act as in effect on the issue date of the Notes.
 
“ Change of Control Triggering Event ” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.
 
“ Clearstream ” means Clearstream Banking, société anonyme .
 
“ Code ” means the Internal Revenue Code of 1986.
 
“ Commission ” means the Securities and Exchange Commission.
 
“ Common Depositary ” means The Bank of New York Mellon, London Branch, as common depositary for Euroclear and Clearstream.
 
“ Company ” means the party named as such in the first paragraph of this Indenture or any successor obligor under this Indenture and the Notes pursuant to Article 5.
 
“ Consolidated Net Tangible Assets ” means the consolidated total assets of the Company, including its consolidated subsidiaries, after deducting current liabilities
 
4 

 
(except for those which are Funded Debt or the current maturities of Funded Debt) and goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other intangible assets. Deferred income taxes, deferred investment tax credit or other similar items, as calculated in accordance with GAAP, will not be considered as a liability or as a deduction from or adjustment to total assets.
 
“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
 
“ Corporate Trust Office ” means the office of the Trustee at which the corporate trust business of the Trustee is principally administered, which at the date of this Indenture is located at400 South Hope Street, Suite 500, Los Angeles, California 90071, Attention: Corporate Unit
 
“ Debt ” means, with respect to any Person, without duplication,
 
(1)        indebtedness for money borrowed of such Person, whether outstanding on the date of this Indenture or thereafter incurred; and
 
(2)        indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable.
 
The amount of indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the amount of any contingent obligation at such date that would be classified as indebtedness in accordance with GAAP; provided, however , that (i) in the case of indebtedness sold at a discount, the amount of such indebtedness at any time will be the accreted value thereof at such time and (ii) otherwise the amount of such indebtedness will be the principal amount of such indebtedness.
 
“ Default ” means any event that is, or after notice or passage of time or both would be, an Event of Default.
 
“ Euroclear ” means Euroclear Bank S.A./N.V.
 
“ Event of Default ” has the meaning assigned to such term in Section 6.01.
 
“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.
 
“ Exchange Notes ” means the Notes of the Company issued in exchange for, and in an aggregate principal amount equal to, the Initial Notes or any Initial Additional Notes, in compliance with the terms of a Registration Rights Agreement and containing terms substantially identical to the Initial Notes or any Initial Additional Notes (except that (i) such Exchange Notes will be registered under the Securities Act and will not be subject to transfer restrictions or bear the Restricted Legend, and (ii) the provisions relating to Additional Interest will be eliminated).
 
5 

 
“ Exchange Offer ” means an offer by the Company to the Holders of the Initial Notes or any Initial Additional Notes to exchange outstanding Notes for Exchange Notes, as provided for in a Registration Rights Agreement.
 
“ Exchange Offer Registration Statement ” means the Exchange Offer Registration Statement as defined in a Registration Rights Agreement.
 
“ Existing Notes ” means the 3.95% Series A Notes due 2017 guaranteed by the Company, the 2.25% Notes due 2018 guaranteed by the Company, the 2.75% Notes due 2020 guaranteed by the Company, the 2.84% Notes due 2023 guaranteed by the Company, 3.44% Notes due 2026 guaranteed by the Company, the 2.0% Notes due 2017 issued by the Company, the 1.45% Notes due 2019 issued by the Company, the 2.10% Notes due 2021 issued by the Company, the 3.5% Notes due 2022 issued by the Company, the 3.0% Notes due 2026 issued by the Company, the 5.0% Notes due 2042 issued by the Company, the 4.2% Notes due 2046 issued by the Company or the 1.25% Notes due 2024 issued by the Company.
 
“ Funded Debt ” of any Person means (a) all Debt of such Person having a maturity of more than 12 months from the date as of which the determination is made or having a maturity of 12 months or less but by its terms being renewable or extendable beyond 12 months from such date at the option of such Person, or (b) rental obligations of such Person payable more than 12 months from such date under leases which are capitalized in accordance with GAAP (such rental obligations to be included as Funded Debt at the amount so capitalized).
 
“ GAAP ” means generally accepted accounting principles in the United States which are in effect on the issue date of the Notes. At any time after the issue date of the Notes, the Company may elect to apply International Financial Reporting Standards as issued by the International Accounting Standards Board (“ IFRS ”) accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS on the date of such election; provided that any such election, once made, shall be irrevocable; provided, further , that any calculation or determination in this Indenture that requires the application of GAAP for periods that include fiscal quarters ended  prior to the Company’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP.
 
“ Global Note ” means a Note in registered global form without interest coupons.
 
“ Global Note Legend ” means the legend set forth in Exhibit D.
 
“ Government Obligations ” means euro-denominated securities that are direct obligations (or certificates representing an ownership interest in such obligations) of a member state of the European Union as of the Issue Date (including any agency or instrumentality thereof) for the payment of which the full faith and credit of such government is pledged; provided   that such member state has a long-term government debt rating of “A1” or higher by Moody’s or “A+” or higher by S&P or the equivalent rating category of another internationally recognized rating agency.
 
6 

 
“ Guarantor ” means (a) Molson Coors International LP, Molson Canada 2005, Molson Coors International General, ULC, Molson Coors Callco ULC, Coors Brewing Company, Molson Coors Holdco Inc., CBC Holdco LLC, MC Holding Company LLC, CBC Holdco 2 LLC, Newco3, Inc., MillerCoors LLC, CBC Holdco 3, Inc., MillerCoors Holdings LLC, Jacob Leinenkugel Brewing Co., LLC and Coors International Holdco 2, ULC and (b) each of the Company’s future Subsidiaries that guarantees the Notes pursuant to Section 4.07, until in each case, such entity is released as a Guarantor pursuant to Section 10.09.
 
“ Holder ” or “ Noteholder ” means the registered holder of any Note.
 
“ Indenture ” means this indenture, as amended or supplemented from time to time.
 
“ Initial Additional Notes ” means Additional Notes issued in an offering not registered under the Securities Act and any Notes issued in replacement thereof, but not including any Exchange Notes issued in exchange therefor.
 
“ Initial Notes ” means the Notes issued on the Issue Date and any Notes issued in replacement thereof, but not including any Exchange Notes issued in exchange therefor.
 
“ Initial Purchasers ” means the initial purchasers party to a purchase agreement with the Company relating to the sale of the Notes or Additional Notes by the Company.
 
“ interest ” in respect of the Notes, unless the context otherwise requires, refers to interest and Additional Interest, if any.
 
“ Interest Payment Date ” means each March 15, June 15,  September 15 and December 15 of each year, commencing on June 15, 2017.
 
“ Investment Grade Rating ” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P.
 
“ Issue Date ” means the date on which the Original Notes are originally issued under this Indenture.
 
“ Moody’s ” means Moody’s Investors Service, Inc., and its successors.
 
“ Non-U.S. Person ” means a Person that is not a “U.S. person,” as such term is defined in Regulation S.
 
“ Notes ” has the meaning assigned to such term in the Recitals.
 
“ Note Guaranty ” means the guaranty of the Notes by a Guarantor pursuant to this Indenture.
 
“ Offer to Purchase ” has the meaning assigned to such term in Section 3.03.
 
7 

 
“ Officer ” means the chairman of the Board of Directors, the president or chief executive officer, any vice president, the chief financial officer, the treasurer or any assistant treasurer, or the secretary or any assistant secretary, of the Company.
 
“ Officer’s Certificate ” means a certificate signed in the name of the Company by any of the Chairman of the Board of Directors, Chief Executive Officer, the President or a Vice President, Treasurer, an Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary of the Company.
 
“ Offshore Global Note ” means a Global Note representing Notes issued and sold pursuant to Regulation S.
 
“ Opinion of Counsel ” means a written opinion signed by legal counsel, who may be an employee of or counsel to the Company, satisfactory to the Trustee.
 
“ Original Notes ” means the Initial Notes and any Exchange Notes issued in exchange therefor.
 
“ Paying Agent ” mean the Paying Agent appointed pursuant to the Paying Agent Agreement between the Company and The Bank of New York Mellon, London Branch dated as of the date hereof, or any other Person engaged to perform the obligations of the Trustee in respect of payments made or funds held hereunder in respect of the Notes.
 
“ Permanent Offshore Global Note ” means an Offshore Global Note that does not bear the Temporary Offshore Global Note Legend.
 
“ Permitted Party ” means (a) (i) the Adolph Coors, Jr. Trust, (ii) any trustee of such Trust acting in its capacity as such, (iii) any Person that is a beneficiary of such trust on the date hereof, (iv) any other trust or similar arrangement for the benefit of such beneficiaries, (v) the successors of any such  Persons, (vi) any Persons Controlled by such Persons, (vii) Peter H. Coors and Marilyn E. Coors, their estates, their lineal descendants and any other trust for the benefit of such Persons and (viii) any Person who any of the foregoing have voting control over the Voting Stock of the Company held by such Person; and (b) (i) Pentland Securities (1981) Inc., a Canadian corporation, (ii) Lincolnshire Holdings Inc., (iii) Nooya Investments Inc., (iv) Eric Molson and Stephen Molson, their spouses, their estates, their lineal descendants and any trusts for the benefit of such Persons (including, as to any common stock of the Company held by it for the benefit of such Persons, the trust established under the Voting and Exchange Trust Agreement (as defined in the Combination Agreement dated as of July 21, 2004 between the Company and Molson), (v) the successors of any such Persons, (vi) any Persons Controlled by such Persons, and (vii) any Person who any of the foregoing have voting control over the Voting Stock of the Company held by such Person.
 
“ Person ” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity.
 
8 

 
“ principal ” of any Debt means the principal amount of such Debt, (or if such Debt was issued with original issue discount, the face amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt), together with, unless the context otherwise indicates, any premium then payable on such Debt.
 
“ Principal Property ” means any brewery, manufacturing, processing or packaging plant or warehouse owned at the date of this Indenture or thereafter acquired by the Company or any Restricted Subsidiary which is located within the United States or Canada, other than any property which in the opinion of the Board of Directors of the Company is not of material importance to the total business conducted by the Company and the Restricted Subsidiaries as an entirety.
 
“ Rating Agencies ” means (1) each of Moody’s and S&P; and (2) if any of Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company (as certified by a resolution of the Company’s board of directors) as a replacement agency for Moody’s or S&P, or both, as the case may be.
 
“ Register ” has the meaning assigned to such term in Section 2.09.
 
“ Registrar ” means a Person engaged to maintain the Register.
 
“ Registration Rights Agreement ” means (i) the Registration Rights Agreement dated on or about the Issue Date between the Company and the Initial Purchasers party thereto with respect to the Initial Notes, and (ii) with respect to any Additional Notes, any registration rights agreements between the Company and the Initial Purchasers party thereto relating to rights given by the Company to the purchasers of Additional Notes to register such Additional Notes or exchange them for Notes registered under the Securities Act.
 
“ Regular Record Date ” for the interest payable on any Interest Payment Date means the March 1, June 1, September 1 or December 1 (whether or not a Business Day) next preceding such Interest Payment Date.
 
“ Regulation S ” means Regulation S under the Securities Act.
 
“ Relevant Jurisdiction ” means the United States or a political subdivision or taxing authority of, or in, the United States.
 
“ Responsible Officer ” shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, senior associate, associate, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.
 
9 

 
“ Restricted Legend ” means the legend set forth in Exhibit C hereto.
 
“ Restricted Subsidiary ” means a Subsidiary of the Company (a) substantially all the property of which is located, or substantially all the business of which is carried on, within the United States or Canada, and (b) which owns a Principal Property.
 
“ Rule 144A ” means Rule 144A under the Securities Act.
 
“ Rule 144A Certificate ” means (i) a certificate substantially in the form of Exhibit F hereto or (ii) a written certification addressed to the Company and the Trustee to the effect that the Person making such certification (x) is acquiring such Note (or beneficial interest) for its own account or one or more accounts with respect to which it exercises sole investment discretion and that it and each such account is a qualified institutional buyer within the meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A and (z) acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A(d)(4) or has determined not to request such information.
 
“ S&P ” means S&P Global Ratings, a division of S&P Global Inc., and its successors.
 
“ Sale and Leaseback Transaction ” means, with respect to any Person, an arrangement whereby such Person enters into a lease of property previously transferred by such Person to the lessor.
 
“ Securities Act ” means the Securities Act of 1933.
 
“ Senior Debt ” means, with respect to any Person, Debt of such Person, whether outstanding on the date of this Indenture or thereafter incurred unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are subordinate in right of payment to the Notes; provided, however , that Senior Debt shall not include (1) any Debt of such Person owing to any Affiliate of the Company; or (2) any Debt of such Person (and any accrued and unpaid interest in respect thereof) which is subordinate or junior in any respect to any other Debt of such Person.  For purposes of the foregoing and the definition of “Senior Debt,” the phrase “subordinate in right of payment” means debt subordination only and not lien subordination, and accordingly, (i) unsecured debt shall not be deemed to be subordinate in right of payment to secured debt merely by virtue of the fact that it is unsecured, and (ii) junior liens, second liens and other contractual arrangements that provide for priorities among Holders of the same or different issues of debt with respect to any collateral or the proceeds of collateral shall not constitute subordination in right of payment.
 
“ Significant Subsidiary ” means any Subsidiary of the Company that would be a ‘‘Significant Subsidiary’’ within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.
 
10 

 
“ Subsidiary ” means, with respect to any Person, any other Person more than 50% of the outstanding Voting Stock of which at the time of determination is owned, directly or indirectly, by such first Person and/or one or more other Subsidiaries of such first Person.
 
“ Successor Company ” has the meaning assigned to such term in Section 5.01 (a)(i)(A).
 
“ Temporary Offshore Global Note ” means an Offshore Global Note that bears the Temporary Offshore Global Note Legend.
 
“ Temporary Offshore Global Note Legend ” means the legend set forth in Exhibit I.
 
“ Trustee ” means the party named as such in the first paragraph of this Indenture or any successor trustee under this Indenture pursuant to Article 7.
 
“ Trust Indenture Act ” means the Trust Indenture Act of 1939.
 
“ U.S. Global Note ” means a Global Note that bears the Restricted Legend representing Notes issued and sold pursuant to Rule 144A.
 
“ Voting Stock ” of any entity means the class or classes of Capital Stock then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote generally on matters to be decided by the stockholders (or other owners) of such entity (including the election of directors), which, for the avoidance of doubt, in the case of the Company as of the date hereof consists of the Class A common stock and the Special Class A voting stock, taken together.
 
In calculating the amount of Voting Stock owned by a person or group the Voting Stock “beneficially owned” by any Permitted Party shall not be included.
 
Section 1.02.                           Rules of Construction.  Unless the context otherwise requires or except as otherwise expressly provided,
 
(a)                         an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;
 
(b)                         “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Section, Article or other subdivision;
 
(c)                          all references to Sections or Articles or Exhibits refer to Sections or Articles or Exhibits of or to this Indenture unless otherwise indicated;
 
(d)                         references to agreements or instruments, or to statutes or regulations, are to such agreements or instruments, or statutes or regulations, as amended from time to time (or to successor statutes and regulations); and
 
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(e)            in the event that a transaction meets the criteria of more than one category of permitted transactions or listed exceptions the Company may classify such transaction as it, in its sole discretion, determines.
 
ARTICLE 2
THE NOTES
 
Section 2.01.                           Form, Dating and Denominations; Legends.   (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A.  The terms and provisions contained in the form of the Notes annexed as Exhibit A constitute, and are hereby expressly made, a part of this Indenture.  The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage.  Each Note will be dated the date of its authentication.  The Notes will be issuable in minimum denominations of €100,000 in principal amount and any multiple of €1,000 in excess thereof.
 
(b)           (i) Except as otherwise provided in paragraph (c), Sections 2.09(b)(iv), 2.10(b)(3), (b)(5) or (c) , each Initial Note or Initial Additional Note will bear the Restricted Legend.
 
(ii)                                   Each Global Note, whether or not an Initial Note or Additional Note, will bear the Global Note Legend.
 
(iii)                                Each Temporary Offshore Global Note will bear the Temporary Offshore Global Note Legend.
 
(iv)                               Initial Notes and Initial Additional Notes offered and sold in reliance on Regulation S will be issued as provided in Section 2.11(a).
 
(v)                                  Initial Notes and Initial Additional Notes offered and sold in reliance on any exception under the Securities Act other than Regulation S and Rule 144A will be issued, and upon the request of the Company to the Trustee, Initial Notes offered and sold in reliance on Rule 144A may be issued, in the form of Certificated Notes.
 
(vi)                               Exchange Notes will be issued, subject to Section 2.09(b), in the form of one or more Global Notes.
 
(c)            (i) If the Company determines (upon the advice of counsel and such other certifications and evidence as the Company may reasonably require) that a Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need for current public information and that the Restricted Legend is no longer necessary or appropriate in order to ensure that subsequent transfers of the Note (or a beneficial interest therein) are effected in compliance with the Securities Act, or
 
(ii)                                   if after an Initial Note or any Initial Additional Note is
 
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(x)                        sold pursuant to an effective registration statement under the Securities Act, pursuant to the Registration Rights Agreement or otherwise, or (y) is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer
 
then the Company may instruct the Trustee to cancel the Note and issue to the Holder thereof (or to its transferee) a new Note of like tenor and amount, registered in the name of the Holder thereof (or its transferee), that does not bear the Restricted Legend, and the Trustee will comply with such instruction.
 
(d)           By its acceptance of any Note bearing the Restricted Legend (or any beneficial interest in such a Note), each Holder thereof and each owner of a beneficial interest therein acknowledges the restrictions on transfer of such Note (and any such beneficial interest) set forth in this Indenture and in the Restricted Legend and agrees that it will transfer such Note (and any such beneficial interest) only in accordance with this Indenture and such legend.
 
Section 2.02.                           Execution and Authentication; Exchange Notes; Additional Notes.   (a)  An Officer shall execute the Notes for the Company by facsimile or manual signature in the name and on behalf of the Company.  If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will still be valid.
 
(b)           A Note will not be valid until the Trustee manually signs the certificate of authentication on the Note, with the signature conclusive evidence that the Note has been authenticated under this Indenture.
 
(c)            At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication.  The Trustee will authenticate and deliver
 
(i)                                      Initial Notes for original issue in the aggregate principal amount not to exceed €500,000,000,
 
(ii)                                   Initial Additional Notes from time to time for original issue in aggregate principal amounts specified by the Company, and
 
(iii)                                Exchange Notes from time to time for issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes in each case after the following conditions have been met:
 
(A)                                    Receipt by the Trustee of an Officers’ Certificate specifying:
 
(1)                        the amount of Notes to be authenticated and the date on which the Notes are to be authenticated,
 
(2)                        whether the Notes are to be Initial Notes or, Additional Notes or Exchange Notes,
 
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(3)                        in the case of Initial Additional Notes, that the issuance of such Notes does not contravene any provision of Article 4,
 
(4)                                                whether the Notes are to be issued as one or more Global Notes or Certificated Notes, and
 
(5)                                                other information the Company may determine to include or the Trustee may reasonably request.
 
(B)                                    In the case of Additional Notes, receipt by the Trustee of an Opinion of Counsel confirming that the Holders of the outstanding Notes will be subject to federal income tax in the same amounts, in the same manner and at the same times as would have been the case if such Additional Notes were not issued.
 
(C)                                    In the case of Exchange Notes, effectiveness of an Exchange Offer Registration Statement and consummation of the Exchange Offer thereunder (and receipt by the Trustee of an Officers’ Certificate to that effect).  Initial Notes or Initial Additional Notes exchanged for Exchange Notes will be cancelled by the Trustee.
 
Section 2.03.                           Registrar and Authenticating Agent.   (a) The Company may appoint one or more Registrars and the Trustee may appoint an Authenticating Agent, in which case each reference in this Indenture to the Trustee in respect of the obligations of the Trustee to be performed by that Agent will be deemed to be references to the Agent.  The Company may act as Registrar.  In each case the Company and the Trustee will enter into an appropriate agreement with the Agent implementing the provisions of this Indenture relating to the obligations of the Trustee to be performed by the Agent and the related rights.  The Company initially appoints the Trustee as Registrar.
 
Section 2.04.                           Replacement Notes.   If a mutilated Note is surrendered to the Trustee or if a Holder claims that its Note has been lost, destroyed or wrongfully taken, the Company will issue and the Trustee will authenticate a replacement Note of like tenor and principal amount and bearing a number not contemporaneously outstanding.  Every replacement Note is an additional obligation of the Company and entitled to the benefits of this Indenture.  If required by the Trustee or the Company, security or indemnity must be furnished that is sufficient in the judgment of both the Trustee and the Company to protect the Company and the Trustee from any loss they may suffer if a Note is replaced.  The Company may charge the Holder for the expenses of the Company and the Trustee in replacing a Note.  In case the mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Company in its discretion may pay the Note instead of issuing a  replacement Note.
 
Section 2.05.                           Outstanding Notes.   (a) Notes outstanding at any time are all Notes that have been authenticated by the Trustee except for
 
(i)                                      Notes cancelled by the Trustee or delivered to it for cancellation;
 
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(ii)                                   any Note which has been replaced pursuant to Section 2.04 unless and until the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a bona fide purchaser; and
 
(iii)                                on or after the maturity date or any redemption date or date for purchase of the Notes pursuant to an Offer to Purchase, those Notes payable or to be redeemed or purchased on that date for which the Trustee (or Paying Agent, other than the Company or an Affiliate of the Company) holds money sufficient to pay all amounts then due.
 
(b)                         A Note does not cease to be outstanding because the Company or one of its Affiliates holds the Note, provided that in determining whether the Holders of the requisite principal amount of the outstanding Notes have given or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder, Notes owned by the Company or any Affiliate of the Company will be disregarded and deemed not to be outstanding, (it being understood that in determining whether the Trustee is protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Notes which the Trustee knows to be so owned will be so disregarded).  Notes so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Company or any Affiliate of the Company.
 
Section 2.06.                           Temporary Notes.   Until definitive Notes are ready for delivery, the Company may prepare and the Trustee will authenticate temporary Notes.  Temporary Notes will be substantially in the form of definitive Notes but may have insertions, substitutions, omissions and other variations determined to be appropriate by the Officer executing the temporary Notes, as evidenced by the execution of the temporary Notes.  If temporary Notes are issued, the Company will cause definitive Notes to be prepared without unreasonable delay.  After the preparation of definitive Notes, the temporary Notes will be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Company designated for the purpose pursuant to Section 4.02, without charge to the Holder.  Upon surrender for cancellation of any temporary Notes the Company will execute and the Trustee will authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations.  Until so exchanged, the temporary Notes will be entitled to the same benefits under this Indenture as definitive Notes.
 
Section 2.07.                           Cancellation.   The Company at any time may deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee for cancellation any Notes previously authenticated hereunder which the Company has not issued and sold.  Any Registrar or the Paying Agent will forward to the Trustee any Notes surrendered to it for transfer, exchange or payment.  The Trustee will cancel all Notes surrendered for transfer, exchange, payment or cancellation and dispose of them in accordance with its normal procedures or the written instructions of the
 
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Company.  The Company may not issue new Notes to replace Notes it has paid in full or delivered to the Trustee for cancellation.
 
Section 2.08.                           CUSIP, ISIN and Common Code Numbers.   The Company in issuing the Notes may use “CUSIP,” “ISIN” and “Common Code” numbers, and the Trustee will use CUSIP, ISIN or Common Code numbers in notices of redemption or exchange or in Offers to Purchase as a convenience to Holders, the notice to state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained  in any notice of redemption or exchange or Offer to Purchase.  The Company will promptly notify the Trustee of any change in the CUSIP, ISIN or Common Code numbers.
 
Section 2.09.                           Registration, Transfer and Exchange.   (a) The Notes will be issued in registered form only, without coupons, and the Company shall cause the Trustee to maintain a register (the “ Register ”) of the Notes, for registering the record ownership of the Notes by the Holders and transfers and exchanges of the Notes.  Except under the circumstances described in paragraph (b)(iv), the Notes will be issued in global form only.
 
(b)                         (i) Each Global Note will be registered in the name of the Common Depositary or its nominee for the accounts of Euroclear and Clearstream and will bear the Global Note Legend.
 
(ii)                                   Each Global Note will be delivered to the Trustee as custodian for the Depositary.  Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except (A) as set forth in Section 2.09(b)(iv) and (B) transfers of portions thereof in the form of Certificated Notes may be made upon request of an Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures of the Depositary and in compliance with this Section and Section 2.10.
 
(iii)                                Agent Members will have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever.  Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Note through an Agent Member) to take any action which a Holder is entitled to take under this Indenture or the Notes, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any security.
 
(iv)                               If (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for a Global Note and a successor depositary is
 
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not appointed by the Company within 90 days of the notice or (y) an Event of Default has occurred and is continuing and the Trustee has received a request from the Depositary, the Trustee will promptly exchange each beneficial interest in the Global Note for one or more Certificated Notes in authorized denominations having an equal aggregate principal amount registered in the name of the owner of such beneficial interest, as identified to the Trustee by the Depositary, and thereupon the Global Note will be deemed canceled.  If such Note does not bear the Restricted Legend, then the Certificated Notes issued in exchange therefor will not bear the Restricted Legend.  If such Note bears the Restricted Legend, then the Certificated Notes issued in exchange therefor will bear the Restricted Legend, provided that any Holder of any such Certificated Note issued in exchange for a beneficial interest in a Temporary Offshore Global Note will have the right upon presentation to the Trustee of a duly completed Certificate of Beneficial Ownership after the Restricted Period to exchange such Certificated Note for a Certificated Note of like tenor and amount that does not bear the Restricted Legend, registered in the name of such Holder.
 
(c)            Each Certificated Note will be registered in the name of the holder thereof or its nominee.
 
(d)           A Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest therein) for another Note or Notes of any authorized denomination by presenting to the Trustee a written request therefor stating the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required by Section 2.10.  The Trustee will promptly register any transfer or exchange that meets the requirements of this Section by noting the same in the Register maintained by the Trustee for the purpose; provided that:
 
(i)                                      no transfer or exchange will be effective until it is registered in such Register and
 
(ii)                                   the Trustee will not be required (x) to issue, register the transfer of or exchange any Note for a period of 15 days before a selection of Notes to be redeemed or purchased pursuant to an Offer to Purchase, (y) to register the transfer of or exchange any Note so selected for redemption or purchase in whole or in part, except, in the case of a partial redemption or purchase, that portion of any Note not being redeemed or purchased, or (z) if a redemption or a purchase pursuant to an Offer to Purchase is to occur after a Regular Record Date but on or before the corresponding Interest Payment Date, to register the transfer of or exchange any Note on or after the Regular Record Date and before the date of redemption or purchase.  Prior to the registration of any transfer, the Company, the Trustee and their agents will treat the Person in whose name the Note is registered as the owner and Holder thereof for all purposes (whether or not the Note is overdue), and will not be affected by notice to the contrary.
 
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From time to time the Company will execute and the Trustee will authenticate additional Notes as necessary in order to permit the registration of a transfer or exchange in accordance with this Section.
 
No service charge will be imposed in connection with any transfer or exchange of any Note, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than a transfer tax or other similar governmental charge payable upon exchange pursuant to subsection (b)(iv)).
 
(e)            (i)  Global Note to Global Note .  If a beneficial interest in a Global Note is transferred or exchanged for a beneficial interest in another Global Note, the Trustee will (x) record a decrease in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange and (y) record a like increase in the principal amount of the other Global Note.  Any beneficial interest in one Global Note that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.
 
(ii)                                   Global Note to Certificated Note .  If a beneficial interest in a Global Note is transferred or exchanged for a Certificated Note, the Trustee will (x) record a decrease in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (y) deliver one or more new Certificated Notes in authorized denominations having an equal aggregate principal amount to the transferee (in the case of a transfer) or the owner of such beneficial interest (in the case of an exchange), registered in the name of such transferee or owner, as applicable.
 
(iii)                                Certificated Note to Global Note .  If a Certificated Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel such Certificated Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.
 
(iv)                               Certificated Note to Certificated Note .  If a Certificated Note is transferred or exchanged for another Certificated Note, the Trustee will (x) cancel the Certificated Note being transferred or exchanged, (y) deliver one or more new Certificated Notes in authorized denominations having an aggregate principal amount equal to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled Certificated
 
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Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if such transfer or exchange involves less than the entire principal amount of the canceled Certificated Note, deliver to the Holder thereof one or more Certificated Notes in authorized denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Certificated Note, registered in the name of the Holder thereof.
 
(f)                           The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
 
(g)                          Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.
 
Section 2.10.                           Restrictions on Transfer and Exchange.   (a) The transfer or exchange of any Note (or a beneficial interest therein) may only be made in accordance with this Section and Section 2.09 and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of the Depositary.  The Trustee shall refuse to register any requested transfer or exchange that does not comply with the preceding sentence.
 
(b)                         Subject to paragraph (c), the transfer or exchange of any Note (or a beneficial interest therein) of the type set forth in column A below for a Note (or a beneficial interest therein) of the type set forth opposite in column B below may only be made in compliance with the certification requirements (if any) described in the clause of this paragraph set forth opposite in column C below.

A	 	B	 	C	
U.S. Global Note	 	U.S. Global Note	 	(1)	
U.S. Global Note	 	Offshore Global Note	 	(2)	
U.S. Global Note	 	Certificated Note	 	(3)	
Offshore Global Note	 	U.S. Global Note	 	(4)	
Offshore Global Note	 	Offshore Global Note	 	(1)	
Offshore Global Note	 	Certificated Note	 	(5)	
Certificated Note	 	U.S. Global Note	 	(4)	
Certificated Note	 	Offshore Global Note	 	(2)	
Certificated Note	 	Certificated Note	 	(3)	
 
1)                                      No certification is required.
 
2)                                      The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Regulation S Certificate;
 
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provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required.
 
3)                                      The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate, (y) a duly completed Regulation S Certificate or (z) a duly completed  Institutional Accredited Investor Certificate, and/or an Opinion of Counsel and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer or exchange is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States; provided that if the requested transfer or exchange is made by the Holder of a Certificated Note that does not bear the Restricted Legend, then no certification is required.  In the event that (i) the requested transfer or exchange takes place after the Restricted Period and a duly completed Regulation S Certificate is delivered to the Trustee or (ii) a Certificated Note that does not bear the Restricted Legend is surrendered for transfer or exchange, upon transfer or exchange the Trustee will deliver a Certificated Note that does not bear the Restricted Legend.
 
4)                                      The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Rule 144A Certificate.
 
5)                                      Notwithstanding anything to the contrary contained herein, no such exchange is permitted if the requested exchange involves a beneficial interest in a Temporary Offshore Global Note.  If the requested transfer involves a beneficial interest in a Temporary Offshore Global Note, the Person requesting the transfer must deliver or cause to be delivered to the Trustee (x) a duly completed Rule 144A Certificate or (y) a duly completed Institutional Accredited Investor Certificate and/or an Opinion of Counsel and such other certifications and evidence as the Company may reasonably require in order to determine that the proposed transfer is being made in compliance with the Securities Act and any applicable securities laws of any state of the United States.  If the requested transfer or exchange involves a beneficial interest in a Permanent Offshore Global Note, no certification is required and the Trustee will deliver a Certificated Note that does not bear the Restricted Legend.
 
(c)                          No certification is required in connection with any transfer or exchange of any Note (or a beneficial interest therein)
 
(i)                                      after such Note is eligible for resale pursuant to Rule 144 under the Securities Act (or a successor provision) without the need for current public information; provided that the Company has provided the Trustee with an Officer’s Certificate to that effect, and the Company may require from any Person requesting a transfer or exchange in reliance upon this clause (i) an Opinion of Counsel and any other reasonable certifications and evidence in order to support such certificate; or
 
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(ii)                                   (x) sold pursuant to an effective registration statement, pursuant to the Registration Rights Agreement or otherwise or (y) which is validly tendered for exchange into an Exchange Note pursuant to an Exchange Offer.
 
Any Certificated Note delivered in reliance upon this paragraph will not bear the Restricted Legend.
 
(d)                         The Trustee will retain copies of all certificates, opinions and other documents received in connection with the transfer or exchange of a Note (or a beneficial interest therein), and the Company will have the right to inspect and make copies thereof at any reasonable time upon written notice to the Trustee.
 
Section 2.11.                           Temporary Offshore Global Notes.   (a) Each Note originally sold by the Initial Purchasers in reliance upon Regulation S will be evidenced by one or more Offshore Global Notes that bear the Temporary Offshore Global Note Legend.
 
(b)                         An owner of a beneficial interest in a Temporary Offshore Global Note (or a Person acting on behalf of such an owner) may provide to the Trustee (and the Trustee will accept) a duly completed Certificate of Beneficial Ownership at any time after the Restricted Period (it being understood that the Trustee will not accept any such certificate during the Restricted Period).  Promptly after acceptance of a Certificate of Beneficial Ownership with respect to such a beneficial interest, the Trustee will cause such beneficial interest to be exchanged for an equivalent beneficial interest in a Permanent Offshore Global Note, and will (x) permanently reduce the principal amount of such Temporary Offshore Global Note by the amount of such beneficial interest and (y) increase the principal amount of such Permanent Offshore Global Note by the amount of such beneficial interest.
 
(c)                          Notwithstanding paragraph (b), if after the Restricted Period any Initial Purchaser owns a beneficial interest in a Temporary Offshore Global Note, such Initial Purchaser may, upon written request to the Trustee accompanied by a certification as to its status as an Initial Purchaser, exchange such beneficial interest for an equivalent beneficial interest in a Permanent Offshore Global Note, and the Trustee will comply with such request and will (x) permanently reduce the principal amount of such Temporary Offshore Global Note by the amount of such beneficial interest and (y) increase the principal amount of such Permanent Offshore Global Note by the amount of such beneficial interest.
 
(d)                         Notwithstanding anything to the contrary contained herein, any owner of a beneficial interest in a Temporary Offshore Global Note shall not be entitled to receive payment of principal or interest on such beneficial interest or other amounts in respect of such beneficial interest until such beneficial interest is exchanged for an interest in a Permanent Offshore Global Note or transferred for an interest in another Global Note or a Certificated Note.
 
Section 2.12.                           Payments in Euro. Holders will be required to pay for the notes in euro, and all payments of interest and principal, including payments made upon any
 
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redemption of the Notes, will be payable in euro. If, on or after the Issue Date, the euro is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s control or if the euro is no longer being used by the then member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Notes will be made in U.S. dollars until the euro is again available to the Company or so used. In such circumstances, the amount payable on any date in euro will be converted into U.S. dollars on the basis of the most recently available market exchange rate for euro. Any payment in respect of the Notes so made in U.S. dollars will not constitute an Event of Default under the Notes or this Indenture. Neither the Trustee nor the Paying Agent shall have any responsibility for any calculation or conversion in connection with the forgoing.
 
ARTICLE 3
REDEMPTION; OFFER TO PURCHASE
 
Section 3.01.                           Redemption for Tax Reasons. If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the Relevant Jurisdiction, or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after March 7, 2017 (or, in the case of a successor to the Company, the date of succession), the Company becomes or, based upon a written opinion of independent counsel of recognized standing selected by the Company, there is a substantial probability that the Company will become, obligated to pay Additional Amounts, then the Company may at its option redeem, in whole, but not in part, the Notes on not less than 15 nor more than 60 days prior notice, at a redemption price equal to 100% of their principal amount, together with interest accrued but unpaid on those Notes to the date fixed for redemption, provided such obligation cannot be avoided by the Company taking reasonable measures available to it.
 
Section 3.02.                           Method and Effect of Redemption.   (a) If the Company elects to redeem Notes, it must notify the Trustee of the redemption date by delivering an Officers’ Certificate at least 60 days before the redemption date, and in no event less than 15 days prior to the mailing of the notice of redemption (unless a shorter period is satisfactory to the Trustee).  Notice of redemption must be sent by the Company, or at the Company’s request by the Trustee in the name and at the expense of the Company, to Holders whose Notes are to be redeemed at least 15 days but not more than 60 days before the redemption date.
 
(b)                         The notice of redemption will include or state the following:
 
(i)                                      such election by the Company to redeem the Notes pursuant to the provisions contained in this Indenture or the terms of the Notes;
 
(ii)                                   the redemption date;
 
(iii)                                the redemption price;
 
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(iv)                               the place or places where Notes are to be surrendered for redemption;
 
(v)                                  any conditions precedent to which such redemption is subject;
 
(vi)                               on the redemption date, subject to any conditions in such notice, the redemption price will become due and payable on Notes called for redemption, and interest on Notes called for redemption will cease to accrue on and after the redemption date;
 
(vii)                            the paragraph of the Notes and/or provision of this Indenture pursuant to which the Notes called for redemption are being redeemed; and
 
(viii)                         if any Note contains a CUSIP or ISIN number, no representation is being made as to the correctness of the CUSIP or ISIN number either as printed on the Notes or as contained in the notice of redemption and that the Holder should rely only on the other identification numbers printed on the Notes.
 
(c)                          Once notice of redemption is sent to the Holders and all conditions, if any, are satisfied, Notes called for redemption become due and payable at the redemption price on the redemption date, and upon surrender of the Notes called for redemption, the Company shall redeem such Notes at the redemption price. Commencing on the redemption date, Notes redeemed will cease to accrue interest.  Upon surrender of any Note redeemed in part, the Holder will receive a new Note equal in principal amount to the unredeemed portion of the surrendered Note.
 
Section 3.03.                           Offer to Purchase.   (a) An “ Offer to Purchase ” means an offer by the Company to purchase Notes as required by Section 4.06 of this Indenture.  An Offer to Purchase must be made by written offer (the “ offer ”) sent to the Holders.  The Company will notify the Trustee at least 15 days (or such shorter period as is acceptable to the Trustee) prior to sending the offer to Holders of its obligation to make an Offer to Purchase, and the offer will be sent by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.
 
(b)                         The offer must include or state the following as to the terms of the Offer to Purchase:
 
(i)                                      the aggregate principal amount of the outstanding Notes offered to be purchased by the Company pursuant to the Offer to Purchase (including, if less than 100%, the manner by which such amount has been determined pursuant to this Indenture) (the “ purchase amount ”);
 
(ii)                                   the purchase price, including the portion thereof representing accrued interest;
 
(iii)                                an expiration date (the “ expiration date ”) not less than 30 days or more than 60 days after the date of the offer, and a settlement date for purchase (the “ purchase date ”) not more than five Business Days after the expiration date;
 
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(iv)                               a Holder may tender all or any portion of its Notes, subject to the requirement that any portion of a Note tendered must be in minimum denominations of €100,000 in principal amount and a multiple of €1,000 in excess thereof;
 
(v)                                  the place or places where Notes are to be surrendered for tender pursuant to the Offer to Purchase;
 
(vi)                               each Holder electing to tender a Note pursuant to the offer will be required to surrender such Note at the place or places specified in the offer prior to the close of business on the expiration date (such Note being, if the Company or the Trustee so requires, duly endorsed or accompanied by a duly executed written instrument of transfer);
 
(vii)                            interest on any Note not tendered, or tendered but not purchased by the Company pursuant to the Offer to Purchase, will continue to accrue;
 
(viii)                         on the purchase date the purchase price will become due and payable on each Note accepted for purchase, and interest on Notes purchased will cease to accrue on and after the purchase date;
 
(ix)                               Holders are entitled to withdraw Notes tendered by giving notice, which must be received by the Company or the Trustee not later than the close of business on the expiration date, setting forth the name of the Holder, the principal amount of the tendered Notes, the certificate number of the tendered Notes and a statement that the Holder is withdrawing all or a portion of the tender;
 
(x)                                  (A) if Notes in an aggregate principal amount less than or equal to the purchase amount are duly tendered and not withdrawn pursuant to the Offer to Purchase, the Company will purchase all such Notes, and (B) if the Offer to Purchase is for less than all of the outstanding Notes and Notes in an aggregate principal amount in excess of the purchase amount are tendered and not withdrawn pursuant to the offer, the Company will purchase Notes having an aggregate principal amount equal to the purchase amount on a pro rata basis, with adjustments so that only Notes in minimum denominations of €100,000 in principal amount and a multiple of €1,000 in excess thereof will be purchased;
 
(xi)                               if any Note is purchased in part, new Notes equal in principal amount to the unpurchased portion of the Note will be issued; and
 
(xii)                            if any Note contains a CUSIP, ISIN or Common Code number, no representation is being made as to the correctness of the CUSIP, ISIN or Common Code number either as printed on the Notes or as contained in the offer and that the Holder should rely only on the other identification numbers printed on the Notes.
 
(c)                          Prior to the purchase date, the Company will accept tendered Notes for purchase as required by the Offer to Purchase and deliver to the Trustee all Notes so
 
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accepted together with an Officers’ Certificate specifying which Notes have been accepted for purchase.  On the purchase date the purchase price will become due and payable on each Note accepted for purchase, and interest on Notes purchased will cease to accrue on and after the purchase date.  The Trustee will promptly return to Holders any Notes not accepted for purchase and send to Holders new Notes equal in principal amount to any unpurchased portion of any Notes accepted for purchase in part.
 
(d)                         The Company will comply with Rule 14e-1 under the Exchange Act and all other applicable laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance.
 
ARTICLE 4
COVENANTS
 
Section 4.01.                           Payment of Notes.   (a) The Company agrees to pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and this Indenture.  Not later than 10:00 A.M. (London time) one Business Day prior to the due date of any principal of or interest on any Notes, or any redemption or purchase price of the Notes, the Company will deposit with the Trustee (or Paying Agent) money in immediately available funds sufficient to pay such amounts, provided that if the Company or any Affiliate of the Company is acting as Paying Agent, it will, on or before each due date, segregate and hold in a separate trust fund for the benefit of the Holders a sum of money sufficient to pay such amounts until paid to such Holders or otherwise disposed of as provided in this Indenture.  In each case the Company will promptly notify the Trustee of its compliance with this paragraph.
 
(b)                         An installment of principal or interest will be considered paid on the date due if the Trustee (or Paying Agent, other than the Company or any Affiliate of the Company) holds on that date money designated for and sufficient to pay the installment.  If the Company or any Affiliate of the Company acts as Paying Agent, an installment of principal or interest will be considered paid on the due date only if paid to the Holders.
 
(c)                          The Company agrees to pay interest on overdue principal, and, to the extent lawful, overdue installments of interest at the rate per annum specified in the Notes.
 
(d)                         Payments in respect of the Notes represented by the Global Notes are to be made by wire transfer of immediately available funds to the accounts specified by the Holders of the Global Notes. With respect to Certificated Notes, the Company will make all payments by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each Holder’s registered address.
 
Section 4.02.                           Maintenance of Office or Agency.   The Company will maintain in the United States of America or in London, United Kingdom, an office or agency where Notes may be surrendered for registration of transfer or exchange or for presentation for payment and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served.  The Company hereby initially designates the
 
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Corporate Trust Office of the Trustee as such office of the Company.  The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served to the Trustee.
 
The Company may also from time to time designate one or more other offices or agencies where the Notes may be surrendered or presented for any of such purposes and may from time to time rescind such designations.  The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.
 
Section 4.03.                           Existence.   The Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and the existence of each of its Restricted Subsidiaries in accordance with their respective organizational documents, and the material rights, licenses and franchises of the Company and each Restricted Subsidiary, provided that the Company is not required to preserve any such right, license or franchise, or the existence of any Restricted Subsidiary, if the maintenance or preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole; and provided further that this Section does not prohibit any transaction otherwise permitted by Article 5.
 
Section 4.04.                           Limitations on Secured Debt.   (a) If the Company or any Restricted Subsidiary shall incur, issue, assume or enter into a guarantee (an “ Incurrence ”) of any Debt, which Incurrence is secured by a mortgage, pledge or lien (“ Mortgage ,” provided, however, that in no event shall an operating lease be deemed to constitute a Mortgage) on any Principal Property of the Company or any Subsidiary, or on any Capital Stock of any Restricted Subsidiary, the Company will, or will cause such Subsidiary or Restricted Subsidiary to, secure the Notes equally and ratably (for the avoidance of doubt on such Capital Stock on Principal Property) with (or, prior to) such secured Debt, for so long as such Debt is so secured, unless the aggregate amount of all such secured Debt (for the avoidance of doubt, to the extent such debt is secured by a Mortgage on any Principal Property), when taken together with all Attributable Debt with respect to Sale and Leaseback Transactions involving Principal Properties of the Company or any Subsidiary (with the exception of such transactions which are excluded under Section 4.05 hereof), would not, at the time of such incurrence or guarantee, exceed 15% of Consolidated Net Tangible Assets, as determined based on the most recent available consolidated balance sheet of the Company.
 
(b)                         The above restriction will not apply to Debt secured by:
 
(i)                                      Mortgages existing on any property prior to the acquisition thereof by the Company or a Restricted Subsidiary or existing on any property of any corporation or other entity that becomes a Subsidiary after the date of this Indenture prior to the time such corporation becomes a Subsidiary or securing indebtedness that is used to pay the cost of acquisition of such property or to reimburse the Company or a Restricted Subsidiary for that cost; provided,
 
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however , that such Mortgage shall not apply to any other property of the Company or a Restricted Subsidiary other than improvements and accessions to the property to which it originally applies;
 
(ii)                                   Mortgages to secure the cost of development or construction of such property, or improvements of such property; provided, however , that such Mortgages shall not apply to any other property of the Company or any Restricted Subsidiary;
 
(iii)                                Mortgages in favor of a governmental entity or in favor of the holders of securities issued by any such entity, pursuant to any contract or statute (including Mortgages to secure debt of the pollution control or industrial revenue bond type) or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages;
 
(iv)                               Mortgages securing indebtedness owing to the Company or a Guarantor;
 
(v)                                  Mortgages existing on the Issue Date;
 
(vi)                               Mortgages required in connection with governmental programs which provide financial or tax benefits, as long as substantially all of the obligations secured are in lieu of or reduce an obligation that would have been secured by a lien permitted under this Indenture;
 
(vii)                            extensions, renewals or replacements of the Mortgages referred to in this paragraph (other than Mortgages described in clauses (ii) and (iv) above) so long as the principal amount of the secured Debt is not increased (except by an amount not to exceed the fees and expenses, including any premium and defeasance costs incurred with such extension, renewal or replacement) and the extension, renewal or replacement is limited to all or part of the same property secured (and for the avoidance of doubt could have been secured) by the Mortgage so extended, renewed or replaced; or
 
(viii)                         Mortgages in connection with Sale and Leaseback Transactions described in Section 4.05(b).
 
For the avoidance of doubt, the accrual of interest, accretion or amortization of original issue discount or accreted value, the accretion of dividends, and the payment of interest on Debt in the form of Additional Debt will not be deemed to be an incurrence, issuance, assumption or guarantee of Debt.
 
Section 4.05.                           Limitation on Sale and Leaseback Transactions.   (a) Neither the Company nor any Restricted Subsidiary shall enter into any Sale and Leaseback Transaction involving any Principal Property, unless the aggregate amount of all Attributable Debt with respect to such transactions, when taken together with all secured Debt permitted under Section 4.04(a) (and not excluded in Section 4.04(b)) would not, at
 
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the time such transaction is entered into, exceed 15% of Consolidated Net Tangible Assets, as determined based on the most recent available consolidated balance sheet of the Company.
 
(b)                         The above restriction shall not apply to, and there shall be excluded from Attributable Debt in any computation under this Section, any Sale and Leaseback Transaction if:
 
(i)                                      the transaction is between or among two or more of the Company and the Guarantors;
 
(ii)                                   the lease is for a period, including renewal rights, of not in excess of three years;
 
(iii)                                the transaction is with a governmental authority that provides financial or tax benefits;
 
(iv)                               the net proceeds of the sale are at least equal to the fair market value of the property and, within 180 days of the transfer, the Company or the Guarantors repay Funded Debt owed by them or make expenditures for the expansion, construction or acquisition of a Principal Property at least equal to the net proceeds of the sale; or
 
(v)                                  such Sale and Leaseback Transaction is entered into within 180 days after the acquisition or construction, in whole but not in part, of such Principal Property.
 
Section 4.06.                           Repurchase of Notes Upon a Change of Control Triggering Event.   (a) Within 30 days following the occurrence of a Change of Control Triggering Event, or, at the Company’s option, prior to the date of consummation of any Change of Control, but after the public announcement of the pending Change of Control, unless the Company has exercised its right to redeem the Notes upon the occurrence of specified events involving taxation as described under Section 3.01, each Holder of such Notes shall have the right to require the Company to make an Offer to Purchase all or any part (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of their Notes at a purchase price equal to 101% of the aggregate principal amount plus accrued and unpaid interest, if any, on the Notes repurchased to, but excluding, the date of purchase.
 
(b)                         The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer.
 
Section 4.07.                           Future Guarantors   The Company shall cause each of its Subsidiaries that guarantees Senior Debt of the Company under (i) the Company’s then-existing primary credit facility, (ii) the Existing Notes and (iii) Additional Debt, after the Issue Date to, within 30 days of any of the events listed in clauses (i), (ii) and (iii) of this
 
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Section 4.07, at the same time, execute and deliver to the Trustee a supplemental indenture in the form of Exhibit B pursuant to which such Subsidiary will guarantee payment of Notes on the same terms and conditions as those set forth in Article 11 herein.
 
Section 4.08.                           Financial Reports.   (a) At any time that the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company will furnish to the Trustee and make available on its website copies of such annual and quarterly reports and such information, documents and other reports as are required under Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation (and not a foreign private issuer) subject to such provisions, within 15 days after the filing with the SEC of such information, documents and reports under such provisions. Documents filed by the Company with the SEC via the EDGAR system (or any successor thereto) will be deemed to be filed with the Trustee at the time such documents are filed via such system.
 
(b)                         For so long as any of the Notes remain outstanding and constitute “restricted securities” under Rule 144, the Company will furnish to the Holders of the Notes and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
 
(c)                          Delivery of these reports and information to the Trustee is for informational purposes only and the Trustee’s receipt of them will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).
 
Section 4.09.                           Reports to Trustee.   (a) The Company will deliver to the Trustee within 120 days after the end of each fiscal year (and at least once in each 12 month period and at any other reasonable time upon the demand of the trustee) a certificate from an officer of the Company stating that to the best of their knowledge, no default has occurred under this Indenture or, if there has been a default, specifying each such default.
 
(b)                         The Company will deliver to the Trustee, as soon as possible and in any event within 30 days after the Company becomes aware of the occurrence of a Default, an Officers’ Certificate setting forth the details of the Default, and the action which the Company proposes to take with respect thereto.
 
(c)                          The Company will notify the Trustee when any Notes are listed on any national securities exchange and of any delisting.
 
Section 4.10.                           Payment of Additional Amounts.   (a) The Company will, subject to the exceptions and limitations set forth below, pay such additional amounts (“ Additional Amounts ”) as will result in the receipt by a Holder of such amounts, after deduction for any present or future tax, assessment or other governmental charge of a Relevant Jurisdiction, imposed by withholding with respect to the payment, as would have been
 
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received had no such withholding or deduction been required; provided, however, that the foregoing obligation to pay additional amounts shall not apply:
 
(i)                                      to any tax, assessment or other governmental charge of the United States imposed on a Holder of a Note that is a “United States person” (as defined below);
 
(ii)                                   to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the Holder (or the beneficial owner for whose benefit such Holder holds such Note), or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
 
(A)                                    being or having been present or engaged in a trade or business in the Relevant Jurisdiction or having had a permanent establishment in the Relevant Jurisdiction;
 
(B)                                    having a current or former relationship with the Relevant Jurisdiction, including a relationship as a citizen or resident of the Relevant Jurisdiction;
 
(C)                                    being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States federal income tax purposes or a corporation that has accumulated earnings to avoid United States federal income tax;
 
(D)                                    being or having been a “10-percent shareholder” of the Company as defined in section 871(h)(3) of the Code; or
 
(E)                                     being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into the ordinary course of its trade or business, as described in section 881(c)(3)(A) of the Code.
 
(iii)                                to any Holder that is not the sole beneficial owner of the Notes, or a portion of the Notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the Holder, a beneficiary or settlor with respect to the fiduciary, or a partner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner, partner, or member received directly its beneficial or distributive share of the payment;
 
(iv)                               to any tax, assessment or other governmental charge that is imposed or otherwise withheld solely by reason of a failure of the Holder or any other Person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the Holder or beneficial owner of the Notes, if
 
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compliance is required by statute, by regulation of the Relevant Jurisdiction or any taxing authority therein or by an applicable income tax treaty to which the Relevant Jurisdiction is a party as a precondition to exemption from such tax, assessment or other governmental charge;
 
(v)                                  to any tax, assessment or other governmental charge that is imposed otherwise than by withholding or deduction from the payment;
 
(vi)                               to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective after the payment becomes due or is duly provided for, whichever occurs later;
 
(vii)                            to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge;
 
(viii)                         to any tax, assessment or other governmental charge any Paying Agent (which term may include the Company) must withhold from any payment of principal of or interest on any Note, if such payment can be made without such withholding by any other Paying Agent;
 
(ix)                               to any tax, assessment or governmental charge that would not have been so imposed or withheld but for the presentation by the Holder of a Note for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
 
(x)                                  any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations, agreements thereunder or official interpretations thereof) or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement);
 
(xi)                               to any tax, assessment or governmental charge required to be withheld by any Paying Agent from any payment of principal of or interest on any Note as a result of the presentation of any Note for payment by or on behalf of a beneficial owner who would have been able to avoid the withholding or deduction by presenting the relevant global note to another Paying Agent in a Member State of the EU; or
 
(xii)                            in the case of any combination of the above items.
 
(b)                                  The Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the Notes. Except as specifically provided under this Section, the Company will not be required to make any payment for any tax, assessment or other governmental charge imposed by any
 
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government or a political subdivision or taxing authority of or in any government or political subdivision.
 
(c)                                   The obligation of any Successor Company to make payments of Additional Amounts shall be determined mutatis mutandis , by treating any jurisdiction under the laws of which such Successor Company is organized or resident for tax purposes and any political subdivision or taxing authority as therein having the power to tax, as a Relevant Jurisdiction.
 
(d)                                  As used in this Section 4.10, the term “United States” means the United States of America (including the states and the District of Columbia) and its territories, possessions and other areas subject to its jurisdiction, “United States person” means any individual who is a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States person under any applicable Treasury regulations), or any estate or trust the income of which is subject to United States federal income taxation regardless of its source.
 
ARTICLE 5
CONSOLIDATION, MERGER OR SALE OF ASSETS
 
Section 5.01.                           Consolidation, Merger or Sale of Assets.   (a) The Company shall not merge or sell, convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all of its assets and a Guarantor shall not merge or sell, convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets, in each case to any Person (other than an existing Guarantor) unless:
 
(i)                                      in the case of the Company only, the successor is organized under the laws of the United States, Canada, Switzerland, the United Kingdom, any member of the European Union, any member of the Organisation for Economic Co-operation and Development or the predecessor’s jurisdiction of organization, or any state, province or division thereof, or the District of Columbia,
 
(ii)                                   such successor assumes, by a supplemental indenture in the form of Exhibit B hereto, executed and delivered to the Trustee all the obligations of the Company or such Guarantor with respect to the Securities or the related guarantee, as applicable, under this Indenture, and
 
(b)                                  after giving effect to such transaction, no Default or Event of Default under this Indenture will have occurred and be continuing, it being understood that any obligation to pay Additional Amounts will be determined mutatis mutandis, by treating any jurisdiction under the laws of which such successor is organized or resident for tax purposes and any political subdivision or taxing authority as therein having the power to tax, as a Relevant Jurisdiction;
 
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(c)                                   the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such merger, sale or transfer and such supplemental indenture (if any) comply with this Indenture and all provisions applicable to the Notes; and
 
(d)                                  the Company or the Successor Company, as applicable, shall have delivered to the Trustee an Opinion of Counsel that such transaction will not result in, or be deemed to result in, a taxable event or any withholding tax with respect to any Securityholders.
 
(e)                                   For purposes of Section 5.01(a), the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.
 
(f)                                    In the case of a transaction subject to Section 5.01(a)(i), the Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company except in the case of a lease, shall be released from its obligations under this Indenture and the Securities.
 
ARTICLE 6
DEFAULT AND REMEDIES
 
Section 6.01.                           Events of Default.    An “ Event of Default ” occurs if:
 
(a)                                  the Company defaults in the payment of any installment of interest on the Notes issued under this Indenture for 30 days after becoming due;
 
(b)                                  the Company defaults in the payment of principal (or premium, if any) on the Notes issued under this Indenture when due;
 
(c)                                   the Company defaults in the performance of any other covenant with respect to the Notes continuing for 90 days after notice as provided below;
 
(d)                                  payment of any Debt of the Company, the Guarantors or any of the Company’s Significant Subsidiaries in a principal amount exceeding $200 million is accelerated as a result of the failure of the Company, any Guarantor or any of the Company’s Significant Subsidiaries to perform any covenant or agreement applicable to such Debt which acceleration is not rescinded or annulled within 60 days after written notice thereof; or
 
(e)                                   the entry by a court having jurisdiction in the premises of a decree or order for relief in respect of the Company in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy,
 
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insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company or of substantially all the property of the Company or ordering the winding-up or liquidation of its affairs and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days;
 
(f)                                    the commencement by the Company of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Company to the entry of an order for relief in an involuntary case under any such law, or the consent by the Company to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian or sequestrator (or similar official) of the Company or of substantially all the property of the Company or the making by it of an assignment for the benefit of its creditors or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any action.
 
Section 6.02.                           Acceleration.   (a) If an Event of Default described in clauses (a) through (d) above occurs and is continuing under this Indenture with respect to the Notes, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal of and accrued interest on the Notes to be immediately due and payable.  Upon a declaration of acceleration, such principal and interest will become immediately due and payable.  If a bankruptcy default occurs, the principal of and accrued interest on the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.
 
(b)                                  The Holders of a majority in principal amount of the outstanding Notes by written notice to the Company and to the Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its consequences if
 
(i)                                      all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the Notes that have become due solely by the declaration of acceleration, have been cured or waived, and
 
(ii)                                   the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.
 
Section 6.03.                           Other Remedies.   If an Event of Default occurs and is continuing, the Trustee may pursue, in its own name or as trustee of an express trust, any available remedy by proceeding at law or in equity to collect the payment of principal of and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.  The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding.
 
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Section 6.04.                           Waiver of Past Defaults.   Except as otherwise provided in Sections 6.02, 6.07 and 9.02, the Holders of a majority in principal amount of the outstanding Notes may, by notice to the Trustee, waive an existing Default in respect of Notes and its consequences.  Upon such waiver, the Default will cease to exist in respect of Notes, and any Event of Default arising therefrom will be deemed to have been cured, but no such waiver will extend to any subsequent or other Default or impair any right consequent thereon.
 
Section 6.05.                           Control by Majority.   The Holders of a majority in aggregate principal amount of the outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction, and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes.
 
Section 6.06.                           Limitation on Suits.   A Holder may not institute any proceeding, judicial or otherwise, with respect to this Indenture or the Notes, or for the appointment of a receiver or trustee, or for any other remedy under this Indenture or the Notes, unless:
 
(a)                                  the Holder has previously given to the Trustee written notice of a continuing Event of Default;
 
(b)                                  Holders of at least 25% in aggregate principal amount of outstanding Notes have made written request to the Trustee to institute proceedings in respect of the Event of Default in its own name as Trustee under this Indenture;
 
(c)                                   Holders have offered to the Trustee indemnity reasonably satisfactory to the Trustee against any costs, liabilities or expenses to be incurred in compliance with such request;
 
(d)                                  the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and
 
(e)                                   during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Notes have not given the Trustee a direction that is inconsistent with such written request.
 
Section 6.07.                           Rights of Holders to Receive Payment.   Notwithstanding anything to the contrary, the right of a Holder of a Note to receive payment of principal of or interest on its Note on or after the Stated Maturities thereof, or to bring suit for the enforcement of any such payment on or after such respective dates, may not be impaired or affected without the consent of that Holder.
 
Section 6.08.                           Collection Suit by Trustee.   If an Event of Default in payment of principal or interest specified in clause (a) or (b) of Section 6.01 occurs and is continuing,
 
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the Trustee may recover judgment in its own name and as trustee of an express trust for the whole amount of principal and accrued interest remaining unpaid, together with interest on overdue principal and, to the extent lawful, overdue installments of interest, in each case at the rate specified in the Notes, and such further amount as is sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee hereunder.
 
Section 6.09.                           Trustee May File Proofs of Claim.   The Trustee may file proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee hereunder) and the Holders allowed in any judicial proceedings relating to the Company or any Guarantor or their respective creditors or property, and is entitled and empowered to collect, receive and distribute any money, securities or other property payable or deliverable upon conversion or exchange of the Notes or upon any such claims.  Any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, if the Trustee consents to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel, and any other amounts due the Trustee hereunder.  Nothing in this Indenture will be deemed to empower the Trustee to authorize or consent to, or accept or adopt on behalf of any Holder, any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.
 
Section 6.10.                           Priorities.   If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order:
 
First:  to the Trustee, including its agents and attorneys, for all amounts due hereunder;
 
Second:  to Holders for amounts then due and unpaid for principal of and interest on the Notes, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal and interest; and
 
Third:  to the Company or as a court of competent jurisdiction may direct.
 
The Trustee, upon written notice to the Company, may fix a record date and payment date for any payment to Holders pursuant to this Section.
 
Section 6.11.                           Restoration of Rights and Remedies.   If the Trustee or any Holder has instituted a proceeding to enforce any right or remedy under this Indenture and the proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to the Holder, then, subject to any determination in the
 
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proceeding, the Company, any Guarantors, the Trustee and the Holders will be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Company, any Guarantors, the Trustee and the Holders will continue as though no such proceeding had been instituted.
 
Section 6.12.                           Undertaking for Costs.   In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court may require any party litigant in such suit (other than the Trustee) to file an undertaking to pay the costs of the suit, and the court may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant (other than the Trustee) in the suit having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section does not apply to a suit by a Holder to enforce payment of principal of or interest on any Note on the respective due dates, or a suit by Holders of more than 10% in principal amount of the outstanding Notes.
 
Section 6.13.                           Rights and Remedies Cumulative.   No right or remedy conferred or reserved to the Trustee or to the Holders under this Indenture is intended to be exclusive of any other right or remedy, and all such rights and remedies are, to the extent permitted by law, cumulative and in addition to every other right and remedy hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or exercise of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or exercise of any other right or remedy.
 
Section 6.14.                           Delay or Omission Not Waiver.   No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default will impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.  Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.
 
Section 6.15.                           Waiver of Stay, Extension or Usury Laws.   The Company and each Guarantor covenants, to the extent that it may lawfully do so, that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or other law that would prohibit or forgive the Company or the Guarantor from paying all or any portion of the principal of, or interest on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of this Indenture.  The Company and each Guarantor hereby expressly waives, to the extent that it may lawfully do so, all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.
 
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ARTICLE 7
THE TRUSTEE
 
Section 7.01.                           Certain Duties and Responsibilities. The duties and responsibilities of the Trustee are as provided by the Trust Indenture Act and as set forth herein.
 
(a)                                  Except during the continuance of an Event of Default,
 
(1)                                  the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and
 
(2)                                  in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
 
(b)                                  In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
 
(c)                                   No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that
 
(1)                                  this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;
 
(2)                                  the Trustee shall not be liable for any error of judgement made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;
 
(3)                                  the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Notes outstanding of any series, determined as provided in Sections 2.05 and 6.05, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Notes of such series; and
 
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(4)                                  no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
 
(d)                                  Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
 
Section 7.02.                           Certain Rights of Trustee.   Subject to Trust Indenture Act Sections 315(a) through (d):
 
(a)                                  In the absence of bad faith on its part, the Trustee may rely, and will be protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person.  The Trustee need not investigate any fact or matter stated in the document, but, in the case of any document which is specifically required to be furnished to the Trustee pursuant to any provision hereof, the Trustee shall examine the document to determine whether it conforms to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).  The Trustee, in its discretion, may make further inquiry or investigation into such facts or matters as it sees fit.
 
(b)                                  Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel conforming to Section 11.05 and the Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.
 
(c)                                   The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any agent appointed with due care.
 
(d)                                  The Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
 
(e)                                   The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the direction of the Holders in accordance with Section 6.05 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture.
 
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(f)                                    The Trustee may consult with counsel of its selection, and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
 
(g)                                   Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
 
(h)                                  In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
 
(i)                                      The Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture.
 
(j)                                     The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.
 
(k)                                  The Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.
 
(l)                                      In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
 
Section 7.03.                           Individual Rights of Trustee.   The Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the Trustee.  Any Agent may do the same with like rights.  However, the Trustee is subject to Trust Indenture Act Sections 310(b) and 311.  For purposes of Trust Indenture Act Section 311(b)(4) and (6):
 
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(a)                                  “ cash transaction ” means any transaction in which full payment for goods or securities sold is made within seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand; and
 
(b)                                  “ self-liquidating paper ” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated or incurred for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided the security is received by the Trustee simultaneously with the creation of the creditor relationship arising from the making, drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.
 
Section 7.04.                           Trustee’s Disclaimer.   The Trustee (a) makes no representation as to the validity or adequacy of this Indenture or the Notes, (b) is not accountable for the Company’s use or application of the proceeds from the Notes and (c) is not responsible for any statement in the Notes other than its certificate of authentication.
 
Section 7.05.                           Notice of Default.   If any Default occurs and is continuing and is known to the Trustee, the Trustee will send notice of the Default to each Holder of Notes within 90 days after it occurs, unless the Default has been cured; provided that, except in the case of a default in the payment of the principal of or interest on any Note, the Trustee may withhold the notice if and so long as the board of directors, the executive committee or a trust committee of directors of the Trustee in good faith determines that withholding the notice is in the interest of the Holders of Notes.  Notice to Holders under this Section will be given in the manner and to the extent provided in Trust Indenture Act Section 313(c).
 
Section 7.06.                           Reports by Trustee to Holders.   Within 60 days after each May 15, beginning with May 15, 2017, the Trustee will mail to each Holder, as provided in Trust Indenture Act Section 313(c), a brief report dated as of such May 15, if required by Trust Indenture Act Section 313(a), and file such reports with each stock exchange upon which its Notes are listed and with the Commission as required by Trust Indenture Act Section 313(d).
 
Section 7.07.                           Compensation and Indemnity.   (a) The Company will pay the Trustee compensation as agreed upon in writing for its services.  The compensation of the Trustee is not limited by any law on compensation of a Trustee of an express trust.  The Company will reimburse the Trustee upon request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee, including the reasonable compensation and expenses of the Trustee’s agents and counsel.
 
(b)                                  The Company will indemnify the Trustee for, and hold it harmless against, any loss, damage, claims, liability or expense incurred by it without negligence or bad faith on its part arising out of or in connection with the acceptance or administration of
 
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this Indenture and its duties under this Indenture and the Notes, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties under this Indenture and the Notes.
 
(c)                                   To secure the Company’s payment obligations in this Section, the Trustee will have a lien prior to the Notes on all money or property held or collected by the Trustee, in its capacity as Trustee, except money or property held in trust to pay principal of, and interest on particular Notes.  When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(e) or Section 6.01(f), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law. The provisions of this Section shall survive the termination of this Indenture.
 
Section 7.08.                           Replacement of Trustee.   (a) (i) The Trustee may resign at any time by 30 days’ prior written notice to the Company.
 
(ii)                                   The Holders of a majority in principal amount of the outstanding Notes may remove the Trustee in respect by 30 days’ prior written notice to the Trustee.
 
(iii)                                If the Trustee is no longer eligible under Section 7.10 or in the circumstances described in Trust Indenture Act Section 310(b), any Holder that satisfies the requirements of Trust Indenture Act Section 310(b) may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.
 
(iv)                               The Company may remove the Trustee if: (A) the Trustee is no longer eligible under Section 7.10; (B) the Trustee is adjudged a bankrupt or an insolvent; (C) a receiver or other public officer takes charge of the Trustee or its property; or (D) the Trustee becomes incapable of acting.
 
A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.
 
(b)                                  If the Trustee has been removed by the Holders, Holders of a majority in principal amount of the Notes may appoint a successor Trustee with the consent of the Company.  Otherwise, if the Trustee resigns or is removed, or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee.  If the successor Trustee does not deliver its written acceptance within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.
 
(c)                                   Upon delivery by the successor Trustee of a written acceptance of its appointment to the retiring Trustee and to the Company, (i) the retiring Trustee will
 
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transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07, (ii) the resignation or removal of the retiring Trustee will become effective, and (iii) the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture.  Upon request of any successor Trustee, the Company will execute any and all instruments for fully and vesting in and confirming to the successor Trustee all such rights, powers and trusts.  The Company will give notice of any resignation and any removal of the Trustee and each appointment of a successor Trustee to all Holders, and include in the notice the name of the successor Trustee and the address of its Corporate Trust Office.
 
(d)                                  Notwithstanding replacement of the Trustee pursuant to this Section, the Company’s obligations under Section 7.07 will continue for the benefit of the retiring Trustee.
 
(e)                                   The Trustee agrees to give the notices provided for in, and otherwise comply with, Trust Indenture Act Section 310(b).
 
Section 7.09.                           Successor Trustee by Merger.   If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation or national banking association, the resulting, surviving or transferee corporation or national banking association without any further act will be the successor Trustee with the same effect as if the successor Trustee had been named as the Trustee in this Indenture.
 
Section 7.10.                           Eligibility.   This Indenture must always have a Trustee that satisfies the requirements of Trust Indenture Act Section 310(a) and has a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition.
 
Section 7.11.                           Money Held in Trust.   The Trustee will not be liable for interest on any money received by it except as it may agree with the Company.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law and except for money held in trust under Article 8.
 
ARTICLE 8
DEFEASANCE AND DISCHARGE
 
Section 8.01.                           Discharge of Company’s Obligations.   (a) Subject to paragraph (b), the Company’s obligations under the Notes and this Indenture, and each Guarantor’s obligations under its Note Guaranty, will terminate if:
 
(i)                                      all Notes previously authenticated and delivered (other than (A) destroyed, lost or stolen Notes that have been replaced or (B) Notes that are paid pursuant to Section 4.01 or (C) Notes for whose payment money or Government Obligations have been held in trust and then repaid to the Company pursuant to Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or
 
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(ii)                                   (A) the Notes mature within one year, or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption,
 
(B)                                the Company irrevocably deposits in trust with the Trustee, as trust funds solely for the benefit of the Holders, money or Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate delivered to the Trustee, without consideration of any reinvestment, to pay principal of and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder,
 
(C)                                no Default has occurred and is continuing on the date of the deposit,
 
(D)                                the deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound, and
 
(E)                                 the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with.
 
(b)                                  After satisfying the conditions in clause (i), only the Company’s obligations under Section 7.07 will survive.  After satisfying the conditions in clause (ii), only the Company’s obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06 will survive.  In either case, the Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture other than the surviving obligations.
 
Section 8.02.                           Legal Defeasance.   After the deposit referred to in clause (a), the Company will be deemed to have paid and will be discharged from its obligations in respect of the Notes and this Indenture in respect, other than its obligations in Article 2 and Sections 4.01, 4.02, 7.07, 7.08, 8.05 and 8.06, and each Guarantor’s obligations under its Note Guaranty will terminate, provided the following conditions have been satisfied:
 
(a)                                  The Company has irrevocably deposited in trust with the Trustee, as trust funds solely for the benefit of the Holders of Notes, money or Government Obligations or a combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certificate thereof delivered to the Trustee, without consideration of any reinvestment, to pay principal of and interest on the Notes to maturity or redemption, as the case may be, provided that any redemption before maturity has been irrevocably provided for under arrangements satisfactory to the Trustee.
 
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(b)                                  No Default has occurred and is continuing on the date of the deposit.
 
(c)                                   The Company has delivered to the Trustee either (x) a ruling received from the Internal Revenue Service to the effect that the beneficial owners of the Notes to be defeased will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case or (y) an Opinion of Counsel, based on a change in law after the date of this Indenture, to the same effect as the ruling described in clause (x).
 
(d)                                  The Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance have been complied with.
 
The Trustee upon request will acknowledge in writing the discharge of the Company’s obligations under the Notes and this Indenture in respect of such Notes except for the surviving obligations specified above.
 
Section 8.03.                           Covenant Defeasance.   After the deposit referred to in clause (a), the Company’s obligations set forth in Sections 4.04 through 4.07, inclusive and 5.01(a)(iii), and each Guarantor’s obligations under its Note Guaranty, will terminate in respect of the Notes, and clauses (c), (d), (e) and (f) of Section 6.01 will no longer constitute Events of Default in respect of such Notes, provided the following conditions have been satisfied:
 
(a)                                  The Company has complied with clauses (a), (b) and (d) of Section 8.02; and
 
(b)                                  the Company has delivered to the Trustee an Opinion of Counsel to the effect that the beneficial owners of the Notes to be defeased will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance and will be subject to federal income tax on the same amount and in the same manner and at the same times as would otherwise have been the case.
 
Except as specifically stated above, none of the Company’s obligations under this Indenture will be discharged.
 
Section 8.04.                           Application of Trust Money.   Subject to Section 8.05, the Trustee will hold in trust the money or Government Obligations deposited with it pursuant to Section 8.01, 8.02 or 8.03, and apply the deposited money and the proceeds from deposited Government Obligations to the payment of principal of and interest on the Notes in accordance with the Notes and this Indenture.  Such money and Government Obligations need not be segregated from other funds except to the extent required by law.
 
Section 8.05.                           Repayment to Company.   Subject to Sections 7.07, 8.01, 8.02 and 8.03, the Trustee will promptly pay to the Company upon request any excess money held by the Trustee at any time and thereupon be relieved from all liability with respect to such money.  The Trustee will pay to the Company upon request any money held for
 
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payment with respect to the Notes that remains unclaimed for two years, provided that before making such payment the Trustee may at the expense of the Company publish once in a newspaper of general circulation in New York City, or send to each Holder entitled to such money, notice that the money remains unclaimed and that after a date specified in the notice (at least 30 days after the date of the publication or notice) any remaining unclaimed balance of money will be repaid to the Company.  After payment to the Company, Holders entitled to such money must look solely to the Company for payment, unless applicable law designates another Person, and all liability of the Trustee with respect to such money will cease.
 
Section 8.06.                           Reinstatement.   If and for so long as the Trustee is unable to apply any money or Government Obligations held in trust pursuant to Section 8.01, 8.02 or 8.03 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Notes will be reinstated as though no such deposit in trust had been made.  If the Company makes any payment of principal of or interest on any Notes because of the reinstatement of its obligations, it will be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Obligations held in trust.
 
ARTICLE 9
AMENDMENTS, SUPPLEMENTS AND WAIVERS
 
Section 9.01.                           Amendments Without Consent of Holders.   (a) The Company, the Guarantors (except that with respect to clause (i), (iv) and (x) below, the signatures of the other Guarantors shall not be required) and the Trustee may amend or supplement this Indenture or the Notes without notice to or the consent of any Noteholder:
 
(i)                                      add Guarantors, including any Guarantors, or to secure the Notes;
 
(ii)                                   add covenants for the protection of the Holders of Notes;
 
(iii)                                add any additional Events of Default;
 
(iv)                               cure any ambiguity, omission, mistake, defect or inconsistency in this Indenture;
 
(v)                                  add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act;
 
(vi)                               supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of Notes so long as any such action shall not adversely affect the interests of any Holder of Notes or any other series of debt securities issued thereunder;
 
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(vii)                            prohibit the authentication and delivery of additional series of Notes;
 
(viii)                         provide for uncertificated Notes in addition to or in place of certificated Notes subject to applicable laws;
 
(ix)                               make any change to this Indenture that does not adversely affect the rights of any holder of any series of debt securities, including the Notes;
 
(x)                                  secure any series of debt securities, including the Notes;
 
(xi)                               evidence the acceptance of appointment by a successor trustee and to add to or arrange any provisions of this Indenture necessary for or to facilitate the administration of the trusts created under this Indenture by more than one trustee;
 
(xii)                            comply with Article 5 of this Indenture;
 
(xiii)                         in the case of subordinated debt securities, make any change to the provisions of this Indenture or any supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of Senior Debt under such provisions (but only if each such holder of Senior Debt under such provisions consents to such change);
 
(xiv)                        evidence the release of any Guarantor pursuant to the terms of this Indenture;
 
(xv)                           add to, change, or eliminate any of the provisions of this Indenture with respect to one or more series of Notes, so long as any such addition, change or elimination not otherwise permitted under this Indenture shall: (A) neither apply to any series including the Notes, created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor modify the rights of the holders of any such Notes with respect to the benefit of such provision; or (B) become effective only when there is no such prior security outstanding; or
 
(xvi)                        conform this Indenture and/or the Notes to the description of the Notes in the Offering Memorandum applicable to such Notes at the time of initial sale thereof.
 
Section 9.02.                           Amendments with Consent of Holders.   (a) The Company, the Guarantors and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of Notes affected, may add any provisions to, or change in any manner or eliminate any of the provisions of, this Indenture or modify in any manner the rights of the Holders of Notes so affected. However, the Company may not, without the consent of each Holder of Notes so affected:
 
(i)                                      extend the final maturity of the Notes;
 
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(ii)                                   reduce the principal amount (or premium, if any) of the Notes;
 
(iii)                                reduce the rate or extend the time of payment of interest on the Notes;
 
(iv)                               reduce any amount payable on redemption of the Notes or change the time (other than with respect to timing of notices of redemption) at which such Notes may be redeemed in accordance with this Indenture;
 
(v)                                  impair the right of any Holder of such series of Notes to institute suit for the payment of such series of Notes;
 
(vi)                               reduce the percentage in principal amount of Notes the consent of the Holders of which is required for any such modification;
 
(vii)                            make the Notes payable in currency other than that stated in the Notes;
 
(viii)                         make any changes in the ranking or priority of the Notes that would adversely affect the Holders of the Notes;
 
(ix)                               make any change to the guarantees made by any Guarantors that would adversely affect the rights of Holders of the Notes; or
 
(x)                                  amend the above items or applicable sections of this Indenture providing certain rights to the majority of Holders.
 
(b)                                  The Holders of at least a majority in principal amount then outstanding, may (i) amend the definition of Change of Control and (ii) waive compliance by the Company and the Guarantors with any covenant set forth in Article 4 other than Section 4.10.
 
(c)                                   An amendment, supplement or waiver under this Section will become effective on receipt by the Trustee of written consents from the Holders of the requisite percentage in principal amount of the outstanding Notes.  After an amendment, supplement or waiver under this Section becomes effective, the Company will send to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver.  The Company will send supplemental indentures to Holders upon request.  Any failure of the Company to send such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.
 
Section 9.03.                           Effect of Consent.   (a) After an amendment, supplement or waiver becomes effective, it will bind every Holder unless it is of the type requiring the consent of each Holder affected.  If the amendment, supplement or waiver is of the type requiring the consent of each Holder affected, the amendment, supplement or waiver will bind each Holder that has consented to it and every subsequent Holder of a Note that evidences the same debt as the Note of the consenting Holder.
 
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(b)                                  If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require the Holder to deliver it to the Trustee so that the Trustee may place an appropriate notation of the changed terms on the Note and return it to the Holder, or exchange it for a new Note that reflects the changed terms.  The Trustee may also place an appropriate notation on any Note thereafter authenticated.  However, the effectiveness of the amendment, supplement or waiver is not affected by any failure to annotate or exchange Notes in this fashion.
 
Section 9.04.                           Trustee’s Rights and Obligations.   The Trustee is entitled to receive, and will be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of any such amendment, supplement or waiver is authorized or permitted by this Indenture and an Opinion of Counsel stating that such amendment, supplement or waiver is a legal, valid and binding obligation of the Company and the Guarantors and is enforceable against them in accordance with its terms.  If the Trustee has received such an Opinion of Counsel, it shall sign the amendment, supplement or waiver so long as the same does not adversely affect the rights of the Trustee.  The Trustee may, but is not obligated to, execute any amendment, supplement or waiver that affects the Trustee’s own rights, duties or immunities under this Indenture.
 
Section 9.05.                           Conformity with Trust Indenture Act.   Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.
 
ARTICLE 10
GUARANTEES
 
Section 10.01.                    The Guarantees.   Subject to the provisions of this Article, each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally, on an unsecured basis, the full and punctual payment (whether at Stated Maturity, upon redemption, purchase pursuant to an Offer to Purchase or acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Company to the Holders or the Trustee under this Indenture.  Upon failure by the Company to pay punctually any such amount, each Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in this Indenture.
 
Section 10.02.                    Guaranty Unconditional.   The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by
 
(a)                                  any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under this Indenture or any Note, by operation of law or otherwise;
 
(b)                                  any modification or amendment of or supplement to this Indenture or any Note;
 
49 

 
(c)                                   any change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained in this Indenture or any Note;
 
(d)                                  the existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;
 
(e)                                   any invalidity or unenforceability relating to or against the Company for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note or any other amount payable by the Company under this Indenture; or
 
(f)                                    any other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s obligations hereunder.
 
Section 10.03.                    Discharge; Reinstatement.   Each Guarantor’s obligations hereunder will remain in full force and effect until the principal of, premium, if any, and interest on the Notes and all other amounts payable by the Company under this Indenture have been paid in full.  If at any time any payment of the principal of, premium, if any, or interest on any Note or any other amount payable by the Company under this Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, each Guarantor’s obligations hereunder with respect to such payment will be reinstated as though such payment had been due but not made at such time.
 
Section 10.04.                    Waiver by the Guarantors.   Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Company or any other Person.
 
Section 10.05.                    Subrogation and Contribution.   Upon making any payment with respect to any obligation of the Company under this Article, the Guarantor making such payment will be subrogated to the rights of the payee against the Company with respect to such obligation, provided that the Guarantor may not enforce either any right of subrogation, or any right to receive payment in the nature of contribution, or otherwise, from any other Guarantor, with respect to such payment so long as any amount payable by the Company hereunder or under the Notes remains unpaid.
 
Section 10.06.                    Stay of Acceleration.   If acceleration of the time for payment of any amount payable by the Company under this Indenture or the Notes is stayed upon the insolvency, bankruptcy or reorganization of the Company, all such amounts otherwise
 
50 

 
subject to acceleration under the terms of this Indenture are nonetheless payable by the Guarantors hereunder forthwith on demand by the Trustee or the Holders.
 
Section 10.07.                    Limitation on Amount of Guaranty.   Notwithstanding anything to the contrary in this Article, each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guaranty of such Guarantor not constitute a fraudulent conveyance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law.  To effectuate that intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor under its Note Guaranty are limited to the maximum amount that would not render the Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law.
 
Section 10.08.                    Execution and Delivery of Guaranty.   The execution by each Guarantor of this Indenture (or a supplemental indenture in the form of Exhibit B) evidences the Note Guaranty of such Guarantor, whether or not the person signing as an officer of the Guarantor still holds that office at the time of authentication of any Note.  The delivery of any Note and Notation of Guarantee by the Trustee after authentication constitutes due delivery of the Note Guaranty set forth in this Indenture on behalf of each Guarantor.
 
Section 10.09.                    Release of Guaranty.   A Guarantor will be automatically released and relieved from all its obligations under its Note Guaranty in the following circumstances:
 
(a)                                  upon the sale or other disposition (including by way of consolidation or merger), in one transaction or a series of related transactions, of at least a majority of the total voting power of the capital stock or other interests of such Guarantor (other than to the Company or any of its Subsidiaries), as permitted under this Indenture;
 
(b)                                  upon the sale or disposition of all or substantially all the assets of such Guarantor (other than to the Company or any of its Subsidiaries), as permitted under this Indenture; or
 
(c)                                   if at any time when no Default has occurred and is continuing with respect to the Notes, such Guarantor no longer guarantees (or which guarantee is being simultaneously released or will be immediately released after the release of the Guarantor) the Debt of the Company under (i) the Company’s then-existing primary credit facility, (ii) the Existing Notes or (iii) any Additional Debt.
 
Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.
 
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ARTICLE 11
MISCELLANEOUS
 
Section 11.01.                    Trust Indenture Act of 1939.   This Indenture shall incorporate and be governed by the provisions of the Trust Indenture Act that are required to be part of and to govern indentures qualified under the Trust Indenture Act.
 
Section 11.02.                    Noteholder Communications; Noteholder Actions.   (a) The rights of Holders to communicate with other Holders with respect to this Indenture or the Notes are as provided by the Trust Indenture Act, and the Company and the Trustee shall comply with the requirements of Trust Indenture Act Sections 312(a) and 312(b).  Neither the Company nor the Trustee will be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.
 
(b)                                  (i) Any request, demand, authorization, direction, notice, consent to amendment, supplement or waiver or other action provided by this Indenture to be given or taken by a Holder (an “ act ”) may be evidenced by an instrument signed by the Holder delivered to the Trustee.  The fact and date of the execution of the instrument, or the authority of the person executing it, may be proved in any manner that the Trustee deems sufficient.
 
(ii)                                   The Trustee may make reasonable rules for action by or at a meeting of Holders, which will be binding on all the Holders.
 
(c)                                   Any act by the Holder of any Note binds that Holder and every subsequent Holder of a Note that evidences the same debt as the Note of the acting Holder, even if no notation thereof appears on the Note.  Subject to paragraph (d), a Holder may revoke an act as to its Notes, but only if the Trustee receives the notice of revocation before the date the amendment or waiver or other consequence of the act becomes effective.
 
(d)                                  The Company may, but is not obligated to, fix a record date (which need not be within the time limits otherwise prescribed by Trust Indenture Act Section 316(c)) for the purpose of determining the Holders entitled to act with respect to any amendment or waiver or in any other regard, except that during the continuance of an Event of Default, only the Trustee may set a record date as to notices of default, any declaration or acceleration or any other remedies or other consequences of the Event of Default.  If a record date is fixed, those Persons that were Holders at such record date and only those Persons will be entitled to act, or to revoke any previous act, whether or not those Persons continue to be Holders after the record date.  No act will be valid or effective for more than 90 days after the record date.
 
Section 11.03.                    Notices.   (a) Any notice or communication to the Company will be deemed given if in writing (i) when delivered in person or (ii) five days after mailing when mailed by first class mail, or (iii) when sent by facsimile transmission, with transmission confirmed.  Notices or communications to a Guarantor will be deemed
 
52 

 
given if given to the Company.  Any notice to the Trustee will be effective only upon receipt.  In each case the notice or communication should be addressed as follows:
 
if to the Company:
 
Molson Coors Brewing Company
1801 California Street, Suite 4600
Denver, Colorado 80202
Attention: Chief Legal and Corporate Affairs Officer
Fax number: (303) 927-2416
 
if to the Trustee:
 
The Bank of New York Mellon Trust Company, N.A.
400 South Hope Street, Suite 500
Los Angeles, California 90071
Attention: Corporate Unit
Fax number: (213) 630-6298
 
The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.
 
The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.
 
(b)                                  Except as otherwise expressly provided with respect to published notices, any notice or communication to a Holder will be deemed given when mailed to the Holder at its address as it appears on the Register by first class mail or, as to any Global Note registered in the name of Euroclear or Clearstream, as agreed by the Company, the Trustee and Euroclear or Clearstream, as the case may be.  Copies of any notice or communication to a Holder, if given by the Company, will be mailed to the Trustee at the same time.  Defect in mailing a notice or communication to any particular Holder will not affect its sufficiency with respect to other Holders.
 
53 

 
(c)                                   Where this Indenture provides for notice, the notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and the waiver will be the equivalent of the notice.  Waivers of notice by Holders must be filed with the Trustee, but such filing is not a condition precedent to the validity of any action taken in reliance upon such waivers.
 
Section 11.04.                    Certificate and Opinion as to Conditions Precedent.   Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company will furnish to the Trustee:
 
(a)                                  an Officer’s Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and
 
(b)                                  an Opinion of Counsel stating that all such conditions precedent have been complied with.
 
Section 11.05.                    Statements Required in Certificate or Opinion.   Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture must include:
 
(a)                                  a statement that each person signing the certificate or opinion has read the covenant or condition and the related definitions;
 
(b)                                  a brief statement as to the nature and scope of the examination or investigation upon which the statement or opinion contained in the certificate or opinion is based;
 
(c)                                   a statement that, in the opinion of each such person, that person has made such examination or investigation as is necessary to enable the person to express an informed opinion as to whether or not such covenant or condition has been complied with; and
 
(d)                                  a statement as to whether or not, in the opinion of each such person, such condition or covenant has been complied with, provided that an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials with respect to matters of fact.
 
Section 11.06.                    Payment Date Other Than a Business Day.   If any payment with respect to a payment of any principal of, premium, if any, or interest on any Note (including any payment to be made on any date fixed for redemption or purchase of any Note) is due on a day which is not a Business Day, then the payment need not be made on such date, but may be made on the next Business Day with the same force and effect as if made on such date, and no interest will accrue for the intervening period.
 
Section 11.07.                    Governing Law.   This Indenture and the Securities shall be deemed to be contracts made under the law of the State of New York, and for all purposes shall be governed by and construed in accordance with the law of said State.
 
54 

 
EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS INDENTURE.
 
Section 11.08.                    No Adverse Interpretation of Other Agreements.   If any payment with respect to a payment of any principal of, premium, if any, or interest on any Note (including any payment to be made on any date fixed for redemption or purchase of any Note) is due on a day which is not a Business Day, then the payment need not be made on such date, but may be made on the next Business Day with the same force and effect as if made on such date, and no interest will accrue for the intervening period.
 
Section 11.09.                    Successors.   All agreements of the Company or any Guarantor in this Indenture and the Notes will bind its successors.  All agreements of the Trustee in this Indenture will bind its successor.
 
Section 11.10.                    Duplicate Originals.   The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.
 
Section 11.11.                    Separability.   In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
 
Section 11.12.                    Table of Contents and Headings.   The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and in no way modify or restrict any of the terms and provisions of this Indenture.
 
Section 11.13.                    No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders.   No director, officer, employee, incorporator, member or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or such Guarantor under the Notes, any Note Guaranty or this Indenture or for any claim based on, in respect of, or by reason of, such obligations.  Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
 
Section 11.14.                    Judgment Currency.  The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court with respect to the Notes it is necessary to convert the sum due in respect of the principal, premium, if any, or interest, if any, payable with respect to such notes into a currency in which a judgment can be rendered (the “Judgment Currency”), the rate of exchange from the currency in which payments under such notes is payable (the “Required Currency”) into the Judgment Currency will be the highest bid quotation (assuming European style quotation—i.e., Required Currency per Judgment Currency)
 
55 

 
received by the Company from three recognized foreign exchange dealers in the City of New York for the purchase of the aggregate amount of the judgment (as denominated in the Judgment Currency) on the Business Day preceding the date on which a final unappealable judgment is rendered, for settlement on such payment date, and at which the applicable dealer timely commits to execute a contract, and (b) the Company’s obligations under this Indenture to make payments in the Required Currency (i) will not be discharged or satisfied by any tender, or by any recovery pursuant to any judgment (whether or not entered in accordance with the preceding clause (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery will result in the actual receipt by the judgment creditor of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) will be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt will fall short of the full amount of the Required Currency so expressed to be payable, and (iii) will not be affected by judgment being obtained for any other sum due under this Indenture.
 
56 

 
SIGNATURES
 
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the date first written above.

 	MOLSON COORS BREWING COMPANY	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	
 	 	 	 	
 	MOLSON CANADA 2005	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Treasurer	
 	 	 	 	
 	MOLSON COORS INTERNATIONAL LP	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	
 	 	 	 	
 	MOLSON COORS HOLDCO INC.	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	
 	 	 	 	
 	COORS BREWING COMPANY	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	
 	 	 	 	
 	CBC HOLDCO LLC	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	
 
[ Signature Page to USD Indenture ]

 

 	CBC HOLDCO 2 LLC	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	
 	 	 	 	
 	CBC HOLDCO 3, INC.	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	
 	 	 	 	
 	MC HOLDING COMPANY LLC	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	
 	 	 	 	
 	MOLSON COORS INTERNATIONAL GENERAL, ULC	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Treasurer	
 	 	 	 	
 	COORS INTERNATIONAL HOLDCO 2, ULC	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Treasurer	
 	 	 	 	
 	MOLSON COORS CALLCO ULC	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Treasurer	
 
[ Signature Page to USD Indenture ]

 

 	NEWCO3, INC.	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	
 	 	 	 	
 	MILLERCOORS LLC	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	
 	 	 	 	
 	MILLERCOORS HOLDINGS LLC	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	
 	 	 	 	
 	JACOB LEINENKUGEL BREWING CO., LLC	

 	By:	/s/ Gregory Tierney	
 	 	Name:	Gregory Tierney	
 	 	Title:	Treasurer	
 
[ Signature Page to USD Indenture ]

 

 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee	

 	By:	/s/ Valere Boyd	
 	 	Name:	Valere Boyd	
 	 	Title:	Vice President	
 
[ Signature Page to EUR Indenture ]

 
EXHIBIT A
 
[FACE OF NOTE]
 
[LEGEND]
 
MOLSON COORS BREWING COMPANY
 
Senior Floating Rate Note Due 2019

CUSIP:	 	
ISIN:	 	
Common Code:	 	
 	 	
No.	€	
 
Molson Coors Brewing Company, a Delaware corporation (the “ Company ”, which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to the Bank of New York Depository (Nominees) Limited                     , or its registered assigns, the principal sum of              EUROS (€      ) [or such other amount as indicated on the Schedule of Exchange of Notes attached hereto] on March 15, 2019.
 
Interest Payment Dates:  March 15, June 15, September 15 and December 15, commencing June 15, 2017.
 
Regular Record Dates:  March 1, June 1, September 1 and December 1.
 
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which will for all purposes have the same effect as if set forth at this place.
 
A- 1 

 
IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

Date:	 	MOLSON COORS BREWING COMPANY	

 	 	By:	 	
 	 	 	Name:	
 	 	 	Title:	
 
A- 2 

 
(Form of Trustee’s Certificate of Authentication)
 
This is one of the Senior Floating Rate Notes Due 2019 described in the Indenture referred to in this Note.

 	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee	

 	 	By:	 	
 	 	 	Authorized Signatory	
 	 	 	 	
Date:	 	 	 	
 
A- 3 

 
[REVERSE SIDE OF NOTE]
 
MOLSON COORS BREWING COMPANY
 
Senior Floating Rate Note Due 2019
 
1.                                       Principal and Interest.
 
The Company promises to pay the principal of this Note on March 15, 2019.
 
The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Note, as follows [(subject to adjustment as provided below)].(1)
 
The per annum interest rate on the Note in effect for each day of a Floating Rate Interest Period (as defined below) will be equal to the Applicable EURIBOR Rate (as defined below) plus 35 basis points (0.350%); provided, however , that the minimum interest rate shall be zero (the “ Floating Interest Rate ”). The Floating Interest Rate for each Floating Rate Interest Period will be set two TARGET days (as defined below) prior to March 15, June 15, September 15 or December 15 of each year (each such date, a “ Floating Rate Interest Reset Date ”), and will be set for the initial Floating Rate Interest Period on March 13, 2017. The notes will bear interest at the applicable Floating Interest Rate until the principal on the Note is paid or made available for payment (the “ Floating Rate Principal Payment Date ”). If any Floating Rate Interest Reset Date and Floating Rate Interest Payment Date would otherwise be a day that is not a EURIBOR business day, such Floating Rate Interest Reset Date and Floating Rate Interest Payment Date shall be the next succeeding EURIBOR business day, unless the next succeeding EURIBOR business day is in the next succeeding calendar month, in which case such Floating Rate Interest Reset Date and Floating Rate Interest Payment Date shall be the immediately preceding EURIBOR business day.
 
“ EURIBOR business day ” means any day that is not a Saturday or Sunday and that, in the City of New York or the City of London, is not a day on which banking institutions are generally authorized or obligated by law to close, and is a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer System, or any successor thereto, operates.
 
“ Floating Rate Interest Period ” shall mean the period from and including a Floating Rate Interest Payment Date to but excluding the next succeeding Floating Rate Interest Payment Date and, in the case of the last such period, from and including the Floating Rate Interest Payment Date immediately preceding the Floating Rate Maturity Date or Floating Rate Principal Payment Date, as the case may be, to but not including the later of the Floating Rate Maturity Date or the Floating Rate Principal Payment Date, as the case may be. If the Floating Rate Principal Payment Date or Floating Rate Maturity Date is not a EURIBOR business day, then the principal amount of the Note plus accrued

(1) Include only for Initial Note or Initial Additional Note.
 
A- 1 

 
and unpaid interest thereon shall be paid on the next succeeding EURIBOR business day and no interest shall accrue for the Floating Rate Maturity Date, Floating Rate Principal Payment Date or any day thereafter.
 
The “ Applicable EURIBOR Rate ” shall mean the greater of (x) zero and (y) the rate determined in accordance with the following provisions:
 
1.               Two prior TARGET days on which dealings in deposits in euros are transacted in the euro-zone interbank market preceding each Floating Rate Interest Reset Date (each such date, an “ Interest Determination Date ”), the Calculation Agent, as agent for the Company, will determine the Applicable EURIBOR Rate which shall be the rate for deposits in euro having a maturity of three months commencing on the first day of the applicable interest period that appears on the Reuters Screen EURIBOR01 Page as of 11:00 a.m., Brussels time, on such Interest Determination Date. “ Reuters Screen EURIBOR01 Page ” means the display designated on page “ EURIBOR01 ” on Reuters (or such other page as may replace the EURIBOR01 page on that service or any successor service for the purpose of displaying euro-zone interbank offered rates for euro-denominated deposits of major banks). If the Applicable EURIBOR Rate on such Interest Determination Date does not appear on the Reuters Screen EURIBOR01 Page, the Applicable EURIBOR Rate will be determined as described in (2) below. “ TARGET day ” means a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer System is operating.
 
2.               With respect to an Interest Determination Date for which the Applicable EURIBOR Rate does not appear on the Reuters Screen EURIBOR01 Page as specified in (1) above, the Applicable EURIBOR Rate will be determined on the basis of the rates at which deposits in euro are offered by four major banks in the euro-zone interbank market selected by the Company (the “ Reference Banks ”) at approximately 11:00 a.m., Brussels time, on such Interest Determination Date to prime banks in the euro-zone interbank market having a maturity of three months, and in a principal amount equal to an amount of not less than €1,000,000 that is representative for a single transaction in such market at such time. The Company will request the principal euro-zone office of each of such Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the Applicable EURIBOR Rate on such Interest Determination Date will be the arithmetic mean (rounded upwards) of such quotations. If fewer than two quotations are provided, the Applicable EURIBOR Rate on such Interest Determination Date will be the arithmetic mean (rounded upwards) of the rates quoted by three major banks in the euro-zone selected by the Company at approximately 11:00 a.m., Brussels time, on such Interest Determination Date for loans in euro to leading European banks, having a maturity of three months, and in a principal amount equal to an amount of not less than €1,000,000 that is
 
A- 2 

 
representative for a single transaction in such market at such time; provided, however , that if the banks so selected as aforesaid by the Company are not quoting as mentioned in this sentence, the relevant Floating Interest Rate for the Floating Rate Interest Period commencing on the Floating Rate Interest Reset Date following such Interest Determination Date will be the Floating Interest Rate in effect on such Interest Determination Date (i.e., the same as the rate determined for the immediately preceding Floating Rate Interest Reset Date).
 
The amount of interest for each day that the notes are outstanding (the “ Daily Interest Amount ”) will be calculated by dividing the Floating Interest Rate in effect for such day by 360 and multiplying the result by the principal amount of the Notes (known as the “ Actual/360 ” day count). The amount of interest to be paid on the Note for any Floating Rate Interest Period will be calculated by adding the Daily Interest Amounts for each day in such Floating Rate Interest Period.
 
The Floating Interest Rate and amount of interest to be paid on the Note for each Floating Rate Interest Period will be determined by the Calculation Agent. The Calculation Agent will, upon the request of any Holder of the Note, provide the interest rate at the time of the last interest payment date with respect to the Note. All calculations made by the Calculation Agent shall in the absence of manifest error be conclusive for all purposes and binding on the Company and the Holders of the rate Note. So long as the Applicable EURIBOR Rate is required to be determined with respect to the rate Note, there will at all times be a Calculation Agent. In the event that any then acting Calculation Agent shall be unable or unwilling to act, or that such Calculation Agent shall fail duly to establish the Applicable EURIBOR Rate for any Interest Period, or that the Company propose to remove such Calculation Agent, the Company shall appoint themselves or another person which is a bank, trust company, investment banking firm or other financial institution to act as the Calculation Agent.
 
[The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated March 15, 2017, between the Company, the guarantors named therein and the Initial Purchasers named therein (the “ Registration Rights Agreement ”). In the event that the Exchange Offer Registration Statement (as defined in the Registration Rights Agreement) has not been filed on or prior to the Target Filing Date (as defined in the Registration Rights Agreement), the Exchange Offer Registration Statement has not been declared effective on or prior to the date that is 120 days after the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement (as defined in the Registration Rights Agreement), if required pursuant to Section 2(b)(i) or 2(b)(iii) of the Registration Rights Agreement, has not been declared effective by the Shelf Effective Date (as defined in the Registration Rights Agreement), the interest rate on this Note will increase by a rate of 0.25% for the first 90 day period after such date and thereafter it will be increased by an additional 0.25% for each subsequent 90 day period that elapses
 
A- 3 

 
provided that the aggregate increase in such annual interest rate may in no event exceed 0.50% per annum.](2)
 
Interest on this Note will accrue from the most recent date to which interest has been paid on this Note [or the Note surrendered in exchange for this Note](3) (or, if there is no existing default in the payment of interest and if this Note is authenticated between a regular record date and the next interest payment date, from such interest payment date) or, if no interest has been paid, from [the Issue Date].(4)
 
The Company will pay interest on overdue principal, premium, if any, and interest at the rate otherwise applicable to the Notes.
 
2.                                       Indentures; Note Guaranty.
 
This is one of the Notes issued under an Indenture dated as of March 15, 2017 (as amended from time to time, the “ Indenture ”), among the Company, the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee.  Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act.  The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms.  To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control.
 
The Notes are general unsecured obligations of the Company.  The Indenture limits the original aggregate principal amount of the Notes to €500,000,000, but Additional Notes may be issued pursuant to the Indenture, and the originally issued Notes and all such Additional Notes vote together for all purposes as a single class.  This Note is guaranteed, on a unsecured basis, as set forth in the Indenture.
 
3.                                       Redemption and Repurchase; Discharge Prior to Redemption or Maturity.
 
If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the United States or a political subdivision or taxing authority of or in the United States (a “ Relevant Jurisdiction ”), or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after March 7, 2017 (or, in the case of a successor to the Company, the date of succession), the Company becomes or, based upon a written opinion of independent counsel of recognized standing selected by the Company, there is a substantial probability that the Company will become, obligated to pay additional amounts

(2)  Include only for Exchange Note.
 
(3) Include only for Exchange Note.
 
(4) For Additional Notes, should be the date of their original issue.
 
A- 4 

 
as described in the Indenture with respect to the Note, then the Company may at its option redeem, in whole, but not in part, the Note on not less than 15 nor more than 60 days prior notice, at a redemption price equal to 100% of its principal amount, together with interest accrued but unpaid on the Note to the date fixed for redemption, provided such obligation cannot be avoided by the Company taking reasonable measures available to it.
 
This Note may be the subject of an Offer to Purchase, as further described in the Indenture.  There is no sinking fund or mandatory redemption applicable to this Note.
 
If the Company deposits with the Trustee money or Government Obligations sufficient to pay the then outstanding principal of, premium, if any, and accrued interest on the Notes to redemption or maturity, the Company may in certain circumstances be discharged from the Indenture and the Notes or may be discharged from certain of its obligations under certain provisions of the Indenture.
 
4.                                       Payment of Additional Amounts.
 
The Company will, subject to the exceptions and limitations set forth in Section 4.01 of the Indenture, pay such additional amounts as will result in the receipt by a Holder of such amounts, after deduction for any present or future tax, assessment or other governmental charge of a Relevant Jurisdiction, imposed by withholding with respect to the payment, as would have been received had no such withholding or deduction been required; provided, however , that the foregoing obligation to pay additional amounts is subject to exceptions described in the Indenture.
 
5.                                       Registered Form; Denominations; Transfer; Exchange.
 
The Notes are in registered form without coupons in denominations of €100,000 principal amount and any multiple of €1,000 in excess thereof.  A Holder may register the transfer or exchange of Notes in accordance with the Indenture.  The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.  Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any Note or certain portions of a Note.
 
6.                                       Defaults and Remedies.
 
If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes may declare all the Notes to be due and payable.  If a bankruptcy or insolvency default with respect to the Company occurs and is continuing, the Notes automatically become due and payable.  Holders may not enforce the Indenture or the Notes except as provided in the Indenture.  The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes.  Subject to certain limitations, Holders of a majority in principal amount of the Notes then outstanding may direct the Trustee in its exercise of remedies.
 
A- 5 

 
7.                                       Amendment and Waiver.
 
Subject to certain exceptions, the Indenture may be amended with the consent of the Holders of a majority in principal amount of the outstanding Notes.  Without notice to or the consent of any Holder, the Company, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency.
 
8.                                       Authentication.
 
This Note is not valid until the Trustee (or Authenticating Agent) signs the certificate of authentication on the other side of this Note.
 
9.                                       Governing Law.
 
This Note shall be governed by, and construed in accordance with, the laws of the State of New York.
 
10.                                Abbreviations.
 
Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act).
 
The Company will furnish a copy of the Indenture to any Holder upon written request and without charge.
 
A- 6 

 
[FORM OF TRANSFER NOTICE]
 
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.	

 	
Please print or typewrite name and address including zip code of assignee	

the within Note and all rights thereunder, hereby irrevocably constituting and appointing	

 
attorney to transfer said Note on the books of the Company with full power of substitution in the premises.
 
A- 7 

 
[THE FOLLOWING PROVISION TO BE INCLUDED ON ALL CERTIFICATES BEARING A RESTRICTED LEGEND]
 
In connection with any transfer of this Note occurring prior to               , the undersigned confirms that such transfer is made without utilizing any general solicitation or general advertising and further as follows:
 
Check One
 
o                                     (1) This Note is being transferred to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended and certification in the form of Exhibit F to the Indenture is being furnished herewith.
 
o                                     (2) This Note is being transferred to a Non-U.S. Person in compliance with the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder, and certification in the form of Exhibit E to the Indenture is being furnished herewith.
 
or
 
o                                     (3) This Note is being transferred other than in accordance with (1) or (2) above and documents are being furnished which comply with the conditions of transfer set forth in this Note and the Indenture.
 
If none of the foregoing boxes is checked, the Trustee is not obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in the Indenture have been satisfied.

Date:	 	 	 	
 	 	
 	Seller	
 	 	
 	By	 	

NOTICE:  The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.
 
A- 8 

 

Signature Guarantee:(5)	 	 	 	

 	By	 	 	 	
 	To be executed by an executive officer	 	

(5) Signatures must be guaranteed by an “ eligible guarantor institution ” meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“ STAMP” ) or such other “ signature guarantee program ” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
 
A- 9 

 
OPTION OF HOLDER TO ELECT PURCHASE
 
If you wish to have all of this Note purchased by the Company pursuant to Section 4.06 of the Indenture, check the box: o
 
If you wish to have a portion of this Note purchased by the Company pursuant to Section 4.06 of the Indenture, state the amount (in original principal amount) below:
 
€                         .

Date:	 	 	 	
 	 	 	
Your Signature:	 	 	 	
 	 	 	
(Sign exactly as your name appears on the other side of this Note)	 	
 	 	 	
Signature Guarantee:(1)	 	 	

(1) Signatures must be guaranteed by an “ eligible guarantor institution ” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (“ STAMP ”) or such other “ signature guarantee program ” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.
 
A- 10 

 
SCHEDULE OF EXCHANGES OF NOTES(1)
 
The following exchanges of a part of this Global Note for Physical Notes or a part of another Global Note have been made:

Date of Exchange	 	Amount of decrease
in principal amount
of this Global Note	 	Amount of increase
in principal amount
of this Global Note	 	Principal amount of
this Global Note
following such
decrease (or
increase)	 	Signature of
authorized officer of
Trustee	

 	 	 	 	 	 	 	 	 	

(1) For Global Notes
 
A- 11 

 
EXHIBIT B
 
SUPPLEMENTAL INDENTURE
 
dated as of           ,          
 
among
 
MOLSON COORS BREWING COMPANY,
 
THE GUARANTORS NAMED HEREIN
 
and
 
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee

 
Senior Floating Rate Notes due 2019

 
THIS SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), entered into as of           ,     , among Molson Coors Brewing Company, a Delaware corporation (the “ Company ”), the Guarantors party hereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”).
 
RECITALS
 
WHEREAS, the Company, the Guarantors party thereto and the Trustee entered into the Indenture, dated as of March 15, 2017 (the “ Indenture ”), relating to the Company’s Senior Floating Rate Notes due 2019 (the “ Notes ”);
 
WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company and the Guarantors, in accordance with its terms, have been performed, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects;
 
WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed pursuant to the Indenture to cause Subsidiaries to provide Guarantees in certain circumstances.
 
AGREEMENT
 
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:
 
Section 1.  Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
 
Section 2.  Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 11 thereof.
 
Section 3.  This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
 
Section 4.  This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.
 
Section 5.  This Supplemental Indenture is an amendment supplemental to the Indenture and the Indenture and this Supplemental Indenture will henceforth be read together.
 
Section 6.  The Trustee is not responsible for the sufficiency or validity of this Supplemental Indenture nor for the recitals herein.
 
C- 1 

 
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

 	MOLSON COORS BREWING COMPANY, as Issuer	

 	By:	 	
 	 	Name:	 	
 	 	Title:	 	

 	[GUARANTOR]	

 	By:	 	
 	 	Name:	 	
 	 	Title:	 	

 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee	

 	By:	 	
 	 	Name:	 	
 	 	Title:	 	

 	 	 	
 
C- 2 

 
EXHIBIT C
 
RESTRICTED LEGEND
 
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
 
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS IN THE CASE OF RULE 144A NOTES: ONE YEAR AND IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) ONLY (A) TO THE COMPANY, THE GUARANTORS OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES TO NON U.S. PERSONS IN OFFSHORE TRANSACTIONS IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE FOREGOING CASES TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF ITS PROPERTY OR THE PROPERTY OF SUCH INVESTOR ACCOUNT OR ACCOUNTS BE AT ALL TIMES WITHIN ITS OR THEIR CONTROL AND TO COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS AND FURTHER SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHTS PURSUANT TO THE INDENTURE PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE AND (III) AGREES
 
C- 3 

 
THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
 
C- 4 

 
EXHIBIT D
 
GLOBAL NOTE LEGEND
 
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF BT GLOBENET NOMINEES LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY (AND ANY PAYMENT IS MADE TO BT GLOBENET NOMINEES LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, BT GLOBENET NOMINEES LIMITED, HAS A BENEFICIAL INTEREST HEREIN.
 
TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF BT GLOBENET NOMINEES LIMITED OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE.
 
D- 1 

 
EXHIBIT E
 
Regulation S Certificate
 
                     ,        
 
The Bank of New York Mellon Trust Company, N.A.
400 South Hope Street, Suite 500
Los Angeles, California 90071
Attention: Corporate Unit
Fax number: (213) 630-6298
 
Attention: Corporate Trust Administration

 	Re:	Molson Coors Brewing Company
Senior Floating Rate Notes due 2019 (the “ Notes ”)
Issued under the Indenture (the “ Indenture ”) dated as of
March 15, 2017 relating to the Notes	 	
 
Ladies and Gentlemen:
 
Terms are used in this Certificate as used in Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), except as otherwise stated herein.
 
[CHECK A OR B AS APPLICABLE.]
 
o   A.                        This Certificate relates to our proposed transfer of €     principal amount of Notes issued under the Indenture.  We hereby certify as follows:
 
1.               The offer and sale of the Notes was not and will not be made to a person in the United States (unless such person is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by it for which it is acting is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3)) and such offer and sale was not and will not be specifically targeted at an identifiable group of U.S. citizens abroad.
 
2.               Unless the circumstances described in the parenthetical in paragraph 1 above are applicable, either (a) at the time the buy order was originated, the buyer was outside the United States or we and any person acting on our behalf reasonably believed that the buyer was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market, and neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United States.
 
E- 1 

 
3.               Neither we, any of our affiliates, nor any person acting on our or their behalf has made any directed selling efforts in the United States with respect to the Notes.
 
4.               The proposed transfer of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.
 
5.               If we are a dealer or a person receiving a selling concession, fee or other remuneration in respect of the Notes, and the proposed transfer takes place during the Restricted Period (as defined in the Indenture), or we are an officer or director of the Company or an Initial Purchaser (as defined in the Indenture), we certify that the proposed transfer is being made in accordance with the provisions of Rule 904(b) of Regulation S.
 
o   B.                        This Certificate relates to our proposed exchange of €     principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us.  We hereby certify as follows:
 
1.               At the time the offer and sale of the Notes was made to us, either (i) we were not in the United States or (ii) we were excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(vi) or the account held by us for which we were acting was excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the circumstances described in Rule 902(h)(3); and we were not a member of an identifiable group of U.S. citizens abroad.
 
2.               Unless the circumstances described in paragraph 1(ii) above are applicable, either (a) at the time our buy order was originated, we were outside the United States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market and we did not pre-arrange the transaction in the United States.
 
3.               The proposed exchange of Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act.
 
E- 2 

 
You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

 	Very truly yours,	
 	 	 	
 	[NAME OF SELLER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]	

 	By:	 	
 	 	Name:	 	
 	 	Title:	 	
 	 	Address:	 	
 	 	 	
Date:	 	 	 	 	

E- 3 

 
EXHIBIT F
 
Rule 144A Certificate
 
                     ,          
 
The Bank of New York Mellon Trust Company, N.A.
400 South Hope Street, Suite 500
Los Angeles, California 90071
Attention: Corporate Unit
Fax number: (213) 630-6298
 
Attention: Corporate Trust Administration

 	Re:	Molson Coors Brewing Company Senior Floating Rate Notes due 2019 (the “ Notes ”) Issued under the Indenture (the “ Indenture ”) dated as of
March 15, 2017 relating to the Notes	 	
 
Ladies and Gentlemen:
 
TO BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED.
 
This Certificate relates to:
 
[CHECK A OR B AS APPLICABLE.]
 
o   A.                        Our proposed purchase of €     principal amount of Notes issued under the Indenture.
 
o   B.                        Our proposed exchange of €     principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us.
 
We and, if applicable, each account for which we are acting in the aggregate owned and invested more than $100,000,000 in securities of issuers that are not affiliated with us (or such accounts, if applicable), as of          , 20  , which is a date on or since close of our most recent fiscal year.  We and, if applicable, each account for which we are acting, are a qualified institutional buyer within the meaning of Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”).  If we are acting on behalf of an account, we exercise sole investment discretion with respect to such account. We are aware that the transfer of Notes to us, or such exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.  Prior to the date of this Certificate we have received such information regarding the Company as we have requested pursuant to Rule 144A(d)(4) or have determined not to request such information.
 
F- 1 

 
You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

 	Very truly yours,	
 	 	 	
 	[NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]	

 	By:	 	
 	 	Name:	 	
 	 	Title:	 	
 	 	Address:	 	
 	 	 	
Date:	 	 	 	 	

F- 2 

 
EXHIBIT G
 
Institutional Accredited Investor Certificate
 
The Bank of New York Mellon Trust Company, N.A.
400 South Hope Street, Suite 500
Los Angeles, California 90071
Attention: Corporate Unit
Fax number: (213) 630-6298
 
Attention: Corporate Trust Administration

 	Re:	Molson Coors Brewing Company
Senior Floating Rate Notes due 2019 (the “ Notes ”)
Issued under the Indenture (the “ Indenture ”) dated as of
March 15, 2017 relating to the Notes	 	
 
Ladies and Gentlemen:
 
This Certificate relates to:
 
[CHECK A OR B AS APPLICABLE.]
 
o   A.                        Our proposed purchase of €     principal amount of Notes issued under the Indenture.
 
o   B.                        Our proposed exchange of €     principal amount of Notes issued under the Indenture for an equal principal amount of Notes to be held by us.
 
We hereby confirm that:
 
1.                         We are an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”) (an “Institutional Accredited Investor”).
 
2.                         Any acquisition of Notes by us will be for our own account or for the account of one or more other Institutional Accredited Investors as to which we exercise sole investment discretion.
 
3.                         We have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of an investment in the Notes and we and any accounts for which we are acting are able to bear the economic risks of and an entire loss of our or their investment in the Notes.
 
4.                         We are not acquiring the Notes with a view to any distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction;
 
G- 1 

 
provided that the disposition of our property and the property of any accounts for which we are acting as fiduciary will remain at all times within our and their control.
 
5.                         We acknowledge that the Notes have not been registered under the Securities Act and that the Notes may not be offered or sold within the United States or to or for the benefit of U.S. persons except as set forth below.
 
6.                         The principal amount of Notes to which this Certificate relates is at least equal to $250,000.
 
We agree for the benefit of the Company, on our own behalf and on behalf of each account for which we are acting, that such Notes may be offered, sold, pledged or otherwise transferred only in accordance with the Securities Act and any applicable securities laws of any State of the United States and only (a) to the Company, (b) pursuant to a registration statement which has become effective under the Securities Act, (c) to a qualified institutional buyer in compliance with Rule 144A under the Securities Act, (d) in an offshore transaction in compliance with Rule 904 of Regulation S under the Securities Act, (e) in a principal amount of not less than $250,000, to an Institutional Accredited Investor that, prior to such transfer, delivers to the Trustee a duly completed and signed certificate (the form of which may be obtained from the Trustee) relating to the restrictions on transfer of the Notes or (f) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act.
 
Prior to the registration of any transfer in accordance with (c) or (d) above, we acknowledge that a duly completed and signed certificate (the form of which may be obtained from the Trustee) must be delivered to the Trustee.  Prior to the registration of any transfer in accordance with (e) or (f) above, we acknowledge that the Company reserves the right to require the delivery of such legal opinions, certifications or other evidence as may reasonably be required in order to determine that the proposed transfer is being made in compliance with the Securities Act and applicable state securities laws.  We acknowledge that no representation is made as to the availability of any Rule 144 exemption from the registration requirements of the Securities Act.
 
We understand that the Trustee will not be required to accept for registration of transfer any Notes acquired by us, except upon presentation of evidence satisfactory to the Company and the Trustee that the foregoing restrictions on transfer have been complied with.  We further understand that the Notes acquired by us will be in the form of definitive physical certificates and that such certificates will bear a legend reflecting the substance of the preceding paragraph.  We further agree to provide to any person acquiring any of the Notes from us a notice advising such person that resales of the Notes are restricted as stated herein and that certificates representing the Notes will bear a legend to that effect.
 
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We agree to notify you promptly in writing if any of our acknowledgments, representations or agreements herein ceases to be accurate and complete.
 
We represent to you that we have full power to make the foregoing acknowledgments, representations and agreements on our own behalf and on behalf of any account for which we are acting.
 
You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

 	Very truly yours,	
 	 	
 	[NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]	

 	By:	 	
 	 	Name:	 	
 	 	Title:	 	
 	 	Address:	 	
 	 	 	
Date:	 	 	 	 	

G- 3 

 
Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows:

By:	 	 	
 	 	
Date:	 	 	
 	 	
Taxpayer ID number:	 	 	

G- 4 

 
EXHIBIT H
 
[COMPLETE FORM I OR FORM II AS APPLICABLE.]
 
[FORM I]
 
Certificate of Beneficial Ownership
 
To:                              The Bank of New York Mellon Trust Company, N.A.
400 South Hope Street, Suite 500
Los Angeles, California 90071
Attention: Corporate Unit
Fax number: (213) 630-6298
 
Attention: Corporate Trust Administration OR
 
[Name of Euroclear or Clearstream Participant]

 	Re:	Molson Coors Brewing Company
Senior Floating Rate Notes due 2019 (the “ Notes ”)
Issued under the Indenture (the “ Indenture ”) dated as of
March 15, 2017 relating to the Notes	 	
 
Ladies and Gentlemen:
 
We are the beneficial owner of €     principal amount of Notes issued under the Indenture and represented by a Temporary Offshore Global Note (as defined in the Indenture).
 
We hereby certify as follows:
 
[CHECK A OR B AS APPLICABLE.]
 
o   A.                        We are a non-U.S. person (within the meaning of Regulation S under the Securities Act of 1933, as amended).
 
o   B.                        We are a U.S. person (within the meaning of Regulation S under the Securities Act of 1933, as amended) that purchased the Notes in a transaction that did not require registration under the Securities Act of 1933, as amended.
 
You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.
 
H- 1 

 

 	Very truly yours,	 	
 	 	 	
 	[NAME OF BENEFICIAL OWNER]	

 	By:	 	
 	 	Name:	 	
 	 	Title:	 	
 	 	Address:	 	
 	 	 	
Date:	 	 	 	 	

[FORM II]
 
Certificate of Beneficial Ownership

To:	 	The Bank of New York Mellon Trust Company, N.A.
400 South Hope Street, Suite 500
Los Angeles, California 90071
Attention: Corporate Unit
Fax number: (213) 630-6298	
 	 	 	
 	 	Attention: Corporate Trust Administration	
 	 	 	
Re:	 	Molson Coors Brewing Company
Senior Floating Rate Notes due 2019 (the “ Notes ”)
Issued under the Indenture (the “ Indenture ”) dated as of
March 15, 2017 relating to the Notes	
 
Ladies and Gentlemen:
 
This is to certify that based solely on certifications we have received in writing, by tested telex or by electronic transmission from Institutions appearing in our records as persons being entitled to a portion of the principal amount of Notes represented by a Temporary Offshore Global Note issued under the above-referenced Indenture, that as of the date hereof, €     principal amount of Notes represented by the Temporary Offshore Global Note being submitted herewith for exchange is beneficially owned by persons that are either (i) non-U.S. persons (within the meaning of Regulation S under the Securities Act of 1933, as amended) or (ii) U.S. persons that purchased the Notes in a transaction that did not require registration under the Securities Act of 1933, as amended.
 
We further certify that (i) we are not submitting herewith for exchange any portion of such Temporary Offshore Global Note excepted in such certifications and (ii) as of the date hereof we have not received any notification from any Institution to the effect that the statements made by such Institution with respect to any portion of such Temporary Offshore Global Note submitted herewith for exchange are no longer true and cannot be relied upon as of the date hereof.
 
H- 2 

 
You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.

 	Yours faithfully,	 	
 	 	 	
 	[Name of Euroclear or Clearstream Participant]	

 	By:	 	
 	 	Name:	 	
 	 	Title:	 	
 	 	Address:	 	
 	 	 	
Date:	 	 	 	 	

H- 3 

 
EXHIBIT I
 
THIS NOTE IS A TEMPORARY GLOBAL NOTE.  PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY PERSON OTHER THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”).  BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR PHYSICAL NOTES OTHER THAN A PERMANENT GLOBAL NOTE IN ACCORDANCE WITH THE TERMS OF THE INDENTURE. TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE SECURITIES ACT.
 
NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNTIL SUCH BENEFICIAL INTEREST IS EXCHANGED OR TRANSFERRED FOR AN INTEREST IN ANOTHER NOTE.
 
I- 1 

Exhibit 4.6
 
REGISTRATION RIGHTS AGREEMENT
 
This REGISTRATION RIGHTS AGREEMENT, dated as of March 15, 2017 (this “ Agreement ”), is entered into by and among Molson Coors Brewing Company, a Delaware corporation (the “ Company ”), the guarantors listed on the signature pages hereto (the “ Initial Guarantors ”) and the initial purchasers listed on the signature pages hereto (the “ Initial Purchasers ”).
 
The Company, the Guarantors and the Initial Purchasers listed in Schedule 1A hereto (the “ USD Initial Purchasers ”) are parties to the Purchase Agreement dated March 6, 2017 (the “ USD Purchase Agreement ”), which provides for the sale by the Company to the USD Initial Purchasers of $500,000,000 aggregate principal amount of its 1.900% Senior Notes due 2019 and $500,000,000 aggregate principal amount of its 2.250% Senior Notes due 2020 (collectively, the “ USD Notes ” and, together with the USD Guarantee (as defined below), the “ USD Securities ”).
 
The Company, the Guarantors and the Initial Purchasers listed in Schedule 1B hereto (the “ EUR Initial Purchasers ”) are parties to the Purchase Agreement dated March 7, 2017 (the “ EUR Purchase Agreement ” and, together with the USD Purchase Agreement, the “ Purchase Agreements ”), which provides for the sale by the Company to the EUR Initial Purchasers of €500,000,000 aggregate principal amount of its Senior Floating Rate Notes due 2019 (the “ EUR Notes ” and, together with the EUR Guarantee (as defined below), the “ EUR Securities ”).
 
As an inducement to the Initial Purchasers to enter into the Purchase Agreements, the Company and the Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement.  The execution and delivery of this Agreement is a condition to the closing under each Purchase Agreement.
 
The Notes will be issued by the Company and guaranteed by the Guarantors on a senior unsecured basis.
 
In consideration of the foregoing, the parties hereto agree as follows:
 
1. Definitions.   As used in this Agreement, the following terms shall have the following meanings:
 
“ Additional Guarantor ” shall mean any subsidiary of the Company that executes a Guarantee under the USD Indenture or the EUR Indenture after the date of this Agreement.
 
“ Agreement ” shall have the meaning set forth in the preamble.
 
“ Business Day ” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or London are authorized or required by law to remain closed.

 
“ Closing Date ” shall have the meaning set forth in the applicable Purchase Agreement.
 
“ Company ” shall have the meaning set forth in the preamble and shall also include the Company’s successors.
 
“ EUR Guarantee ” shall mean the guarantee of the EUR Notes and guarantee of the EUR Exchange Securities, by each Guarantor under the EUR Indenture.
 
“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended from time to time.
 
“ Exchange Dates ” shall have the meaning set forth in Section 2(a)(ii) hereof.
 
“ Exchange Offer ” shall mean the exchange offer by the Company and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.
 
“ Exchange Offer Registration ” shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.
 
“ Exchange Offer Registration Statement ” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.
 
“ Exchange Securities ” shall mean senior unsecured notes issued by the Company and guaranteed by the Guarantors containing terms identical to the USD Securities or the EUR Securities, as applicable (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of the applicable Registrable Securities in exchange for Securities pursuant to the Exchange Offer.
 
“ FINRA ” means the Financial Industry Regulatory Authority, Inc.
 
“ Free Writing Prospectus ” means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the sale of the Securities or the Exchange Securities.
 
“ Guarantee ” shall mean USD Guarantee or EUR Guarantee, as applicable.
 
“ Guarantors ” shall mean the Initial Guarantors, any Additional Guarantors and any Guarantor’s successor that guarantees the Notes.
 
“ Holder Notice ” shall have the meaning set forth in Section 2(b) hereof.
 
2 

 
“ Holders ” shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indentures; provided that for purposes of Sections 4 and 5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.
 
“ Indemnified Person ” shall have the meaning set forth in Section 5(c) hereof.
 
“ Indemnifying Person ” shall have the meaning set forth in Section 5(c) hereof.
 
“ Indentures ” shall mean the Indenture relating to the USD Securities dated as of March 15, 2017 (the “ USD Indenture ”) and the Indenture relating to the EUR Securities dated as of March 15, 2017 (the “ EUR Indenture ”), each among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A. , as trustee, in each case as the same may be amended and supplemented from time to time in accordance with the terms thereof.
 
“ Initial Purchasers ” shall have the meaning set forth in the preamble.
 
“ Inspector ” shall have the meaning set forth in Section 3(a)(xiv) hereof.
 
“ Issuer Information ” shall have the meaning set forth in Section 5(a) hereof.
 
“ Majority Holders ” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided , further , that if the Company shall issue any additional Securities under the Indenture prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained.
 
“ Participating Broker-Dealers ” shall have the meaning set forth in Section 4(a) hereof.
 
“ Person ” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.
 
“ Prospectus ” shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including (i) any preliminary prospectus and (ii) any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf
 
3 

 
Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein.
 
“ Purchase Agreements ” shall have the meaning set forth in the preamble.
 
“ Registrable Securities ” shall mean the Securities; provided that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement or (ii) when such Securities cease to be outstanding.
 
“ Registration Expenses ” shall mean any and all expenses incident to performance of or compliance by the Company and the Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or FINRA registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of one firm of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities, which firm shall be selected by the Underwriters or the Majority Holders), (iii) the costs incident to the preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any Free Writing Prospectus and any amendments or supplements thereto, any underwriting agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the Guarantors and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of the independent public accountants of the Company and the Guarantors, including the expenses of any special audits or “comfort” letters required by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.
 
“ Registration Statement ” shall mean any registration statement of the Company and the Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.
 
“ SEC ” shall mean the United States Securities and Exchange Commission.
 
“ Securities ” shall mean the USD Securities and the EUR Securities.
 
4 

 
“ Securities Act ” shall mean the Securities Act of 1933, as amended from time to time.
 
“ Shelf Additional Interest Date ” shall have the meaning set forth in Section 2(d) hereof.
 
“ Shelf Effectiveness Period ” shall have the meaning set forth in Section 2(b) hereof.
 
“ Shelf Filing Date ” shall have the meaning set forth in Section 2(b) hereof.
 
“ Shelf Registration ” shall mean a registration effected pursuant to Section 2(b) hereof.
 
“ Shelf Registration Statement ” shall mean a “shelf” registration statement of the Company and the Guarantors that covers all or a portion of the Registrable Securities (but no other securities unless approved by a majority of the Holders whose Registrable Securities are to be covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.
 
“ Shelf Request ” shall have the meaning set forth in Section 2(b) hereof.
 
“ Staff ” shall mean the staff of the SEC.
 
“ Target Completion Date ” shall have the meaning set forth in Section 2(a) hereof.
 
“ Target Filing Date ” shall mean the date which is 365 days from the Closing Date.
 
“ Trigger Date ” shall have the meaning set forth in Section 2(d) hereof.
 
“ Trust Indenture Act ” shall mean the Trust Indenture Act of 1939, as amended from time to time.
 
“ Trustee ” shall mean the trustee with respect to the Securities under the Indenture.
 
“ Underwriter ” shall have the meaning set forth in Section 3(e) hereof.
 
“ Underwritten Offering ” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.
 
“ USD Guarantee ” shall mean the guarantee of the USD Notes and guarantee of the USD Exchange Securities, by each Guarantor under the USD Indenture.
 
5 

 
2. Registration Under the Securities Act.
 
(a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities not later than the Target Filing Date and (ii) have such Registration Statement remain effective until 180 days after the date the Exchange Offer Registration Statement became effective for use by one or more Participating Broker-Dealers.  The Company and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 120 days after filing the Exchange Offer Registration Statement (the “ Target Completion Date ”).
 
The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, substantially the following:
 
(i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange;
 
(ii) the dates of acceptance for exchange (which shall be a period of at least 20 Business Days (in accordance with the Exchange Act) from the date such notice is mailed) (the “ Exchange Dates ”);
 
(iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise specified herein;
 
(iv) that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Security, in each case prior to the close of business on the last Exchange Date; and
 
(v) that any Holder will be entitled to withdraw its election, not later than the close of business on the last Exchange Date, by (A) sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, such other information as may be reasonably required to identify the Securities to be withdrawn and a statement that such Holder is
 
6 

 
withdrawing its election to have such Securities exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable Securities.
 
As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company and the Guarantors that (i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Company or any Guarantor or, if it is such an “affiliate,” such Holder will comply with the prospectus delivery requirements of the Securities Act to the extent applicable in connection with any resale of the Exchange Securities and (iv) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder will comply with the prospectus delivery requirements of the Securities Act, to the extent applicable, in connection with any resale of the Exchange Securities.  Each Holder hereby acknowledges and agrees that any broker-dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under SEC policy as in effect on the date of this Agreement rely on the position of the SEC enunciated in the Morgan Stanley and Co., Inc. no-action letter (available June 5, 1991) and the Exxon Capital Holdings Corporation no-action letter (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters, and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Registrable Securities acquired by such Holder directly from the Company.
 
As soon as practicable after the last Exchange Date, the Company and the Guarantors shall:
 
(i) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and
 
(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder.
 
The Company and the Guarantors shall use their reasonable best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and
 
7 

 
regulations in connection with the Exchange Offer.  The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff and customary conditions relating to the delivery of Securities or other actions customarily taken by Holders participating in the Exchange Offer or the execution and delivery of customary documentation relating to the Exchange Offer.
 
(b) In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) above is not available or the Exchange Offer may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff, (ii) a Holder participating in the Exchange Offer does not receive Exchange Securities on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an affiliate of the Company within the meaning of the Securities Act) and notifies (a “ Holder Notice ”) the Company within 30 days after such Holder first becomes aware of such restrictions, (iii) the Exchange Offer is not for any other reason completed by the Target Completion Date or (iv) upon receipt of a written request (a “ Shelf Request ”) from any Initial Purchaser representing that it holds Registrable Securities that are or were ineligible to be exchanged in the Exchange Offer, the Company and the Guarantors shall use their reasonable best efforts to, as soon as practicable after such determination, date, Holder Notice or Shelf Request, as the case may be, but in no event more than 90 days after so required or requested pursuant to this Section 2, cause to be filed and thereafter shall use their reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing), within 180 days after so required or requested pursuant to this Section 2 (such date, the “ Shelf Effective Date ”), a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement become effective or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing effective Shelf Registration Statement for use by the Holders as a Shelf Registration Statement providing for the sale of all Registrable Securities by Holders thereof.
 
In the event that the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iv) of the preceding sentence, the Company and the Guarantors shall use their reasonable best efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) above with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion of the Exchange Offer.
 
The Company and the Guarantors agree to use their reasonable best efforts to keep the Shelf Registration Statement continuously effective for a period of one year from the effective date of such Shelf Registration Statement or such shorter period that will terminate when the Securities covered by the Shelf Registration Statement cease to be Registrable Securities (the “ Shelf Effectiveness Period ”).  The Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement, the
 
8 

 
related Prospectus and any Free Writing Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use their reasonable best efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement, Prospectus or Free Writing Prospectus, as the case may be, to become usable as soon as thereafter practicable.  The Company and the Guarantors agree to furnish to the Holders of Registrable Securities registered on such Shelf Registration Statement copies of any such supplement or amendment promptly after its being used or filed with the SEC.
 
(c) The Company and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof.  Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.
 
(d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC.  A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act.
 
In the event that the Exchange Offer Registration Statement has not been filed by the Target Filing Date, the Exchange Offer is not completed by the Target Completion Date or the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or 2(b)(iii) hereof, is not effective by the Shelf Effective Date, the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period immediately following such date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the Exchange Offer Registration Statement has been filed, the Exchange Offer is completed or the Shelf Registration Statement, if required hereby, becomes effective, up to a maximum total increase of 0.50% per annum.  In the event that the Company receives a Holder Notice or Shelf Request pursuant to Section 2(b)(ii) or 2(b)(iv), and the Shelf Registration Statement required to be filed thereby has not become effective by the later of the Shelf Effective Date or (y) 90 days after delivery of such Holder Notice or Shelf Request (such later date, the “ Shelf Additional Interest Date ”), then the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period payable commencing from one day after the Shelf Additional Interest Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the Shelf Registration Statement becomes effective, up to a maximum total increase of 0.50% per annum.
 
If the Shelf Registration Statement, if required hereby, is effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable, in
 
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each case whether or not permitted by this Agreement, at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period (the 30th such date, the “ Trigger Date ”), then the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period immediately following the Trigger Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum increase of 0.50% per annum, and ending on such date that the Shelf Registration Statement is again effective or the Prospectus again becomes usable.  Such additional interest shall accrue as liquidated damages on the principal amount of the Exchange Securities or Registrable Securities, as the case may be.
 
(e) Without limiting the remedies available to the Initial Purchasers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company’s and the Guarantors’ obligations under Section 2(a) and Section 2(b) hereof.
 
3. Registration Procedures.
 
(a) In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall promptly:
 
(i) prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (x) shall be selected by the Company and the Guarantors, (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use their reasonable best efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof;
 
(ii) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;
 
(iii) to the extent any Free Writing Prospectus is used, file with the SEC any Free Writing Prospectus that is required to be filed by the Company or the
 
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Guarantors with the SEC in accordance with the Securities Act and to retain any Free Writing Prospectus not required to be filed;
 
(iv) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities included on such Shelf Registration Statement, to counsel for the Initial Purchasers, to counsel for such Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, preliminary prospectus or Free Writing Prospectus, and any amendment or supplement thereto, as such Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and the Company and the Guarantors consent to the use of such Prospectus, preliminary prospectus or such Free Writing Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus, preliminary prospectus or such Free Writing Prospectus or any amendment or supplement thereto in accordance with applicable law;
 
(v) in the case of an Exchange Offer Registration Statement, use their reasonable best efforts to register and qualify the Registrable Securities under all applicable state securities or blue sky laws and, in the case of a Shelf Registration Statement, cooperate with the selling Holders and their counsel to register or qualify the Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by a Shelf Registration Statement shall reasonably request in writing by the time the applicable Shelf Registration Statement becomes effective; cooperate with such Holders in connection with any filings required to be made with FINRA; and do any and all other acts and things that may be reasonably necessary or advisable to enable each Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Holder; provided that neither the Company nor any Guarantor shall be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) file any general consent to service of process in any such jurisdiction or (3) subject itself to taxation in any such jurisdiction if it is not so subject;
 
(vi) notify counsel for the Initial Purchasers and, in the case of a Shelf Registration, notify each Holder of Registrable Securities included on such Shelf Registration Statement and counsel for such Holders promptly and, if requested by any such Holder or counsel, confirm such advice in writing (1) when a Registration Statement has become effective, when any post-effective amendment thereto has been filed and becomes effective, when any Free Writing Prospectus has been filed or any amendment or supplement to the Prospectus or any Free Writing Prospectus has been filed, (2) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement, Prospectus or any Free Writing Prospectus or for additional information after the
 
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Registration Statement has become effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Company of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the Company or any Guarantor receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any event during the period a Registration Statement is effective that makes any statement made in such Registration Statement or the related Prospectus or any Free Writing Prospectus untrue in any material respect or that requires the making of any changes in such Registration Statement or Prospectus or any Free Writing Prospectus in order to make the statements therein not misleading (in the case of the Prospectus, in light of the circumstances under which they were made) and (6) of any determination by the Company or any Guarantor that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus or any Free Writing Prospectus would be required;
 
(vii) use their reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2), including by filing an amendment to such Shelf Registration Statement on the proper form, as promptly as practicable and provide prompt notice to each Holder of the withdrawal of any such order or such resolution;
 
(viii) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities included on such Shelf Registration Statement, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested in writing);
 
(ix) in the case of a Shelf Registration, cooperate with the Holders of Registrable Securities included on such Shelf Registration Statement to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such names (consistent with the provisions of the USD Indenture or the EUR Indenture, as applicable) as such Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities;
 
(x) in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(a)(vi)(5) hereof, use their reasonable best efforts to prepare and file with the SEC a supplement or post-effective amendment to such Shelf Registration Statement or the related Prospectus or any Free Writing
 
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Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus or Free Writing Prospectus, as the case may be, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company and the Guarantors shall notify the Holders of Registrable Securities to suspend use of the Prospectus or any Free Writing Prospectus as promptly as practicable after the occurrence of such an event, and such Holders hereby agree to suspend use of the Prospectus or any Free Writing Prospectus, as the case may be, until the Company and the Guarantors have amended or supplemented the Prospectus or the Free Writing Prospectus, as the case may be, to correct such misstatement or omission;
 
(xi) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any Free Writing Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or a Free Writing Prospectus, or any document that is to be incorporated by reference into a Registration Statement, a Prospectus or a Free Writing Prospectus after initial filing of a Registration Statement, provide copies of such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, to the Holders of Registrable Securities included on such Shelf Registration Statement and their counsel) and make such of the representatives of the Company and the Guarantors as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities included on such Shelf Registration Statement or their counsel) available for discussion of such document; and the Company and the Guarantors shall not, at any time after initial filing of a Registration Statement, use or file any Prospectus, any Free Writing Prospectus, any amendment of or supplement to a Registration Statement, a Prospectus or any Free Writing Prospectus, or any document that is to be incorporated by reference into a Registration Statement, a Prospectus or a Free Writing Prospectus, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities and their counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities or their counsel) shall reasonably object in writing within five Business Days after receipt thereof;
 
(xii) use reasonable best efforts to obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the initial effective date of a Registration Statement;
 
(xiii) use reasonable best efforts to cause the Indentures to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indentures as may be
 
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required for each Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use their reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;
 
(xiv) in the case of a Shelf Registration, make available for inspection by a representative of the Holders of the Registrable Securities (an “ Inspector ”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated by a majority of the Holders of Registrable Securities to be included in such Shelf Registration and any attorneys and accountants designated by such Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Company and its subsidiaries, and cause the respective officers, directors and employees of the Company and the Guarantors to supply all information reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; provided that if any such information is identified by the Company or any Guarantor as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of any Inspector, Holder or Underwriter;
 
(xv) in the case of a Shelf Registration, use their reasonable best efforts to cause all Registrable Securities to be listed on any securities exchange or any automated quotation system on which similar securities issued or guaranteed by the Company or any Guarantor are then listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable listing requirements;
 
(xvi) if reasonably requested by any Holder of Registrable Securities covered by a Shelf Registration Statement, promptly include in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Company has received notification of the matters to be so included in such filing;
 
(xvii) in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those reasonably requested by the Holders of a majority in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, in an Underwritten Offering and in such connection, (1) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the
 
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Company and its subsidiaries and the Registration Statement, Prospectus, any Free Writing Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (2) obtain opinions of counsel to the Company and the Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders of a majority in principal amount of the Registrable Securities being sold and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (3) obtain “comfort” letters from the independent certified public accountants of the Company and the Guarantors (and, if necessary, any other certified public accountant of any subsidiary of the Company or any Guarantor, or of any business acquired by the Company or any Guarantor for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder (to the extent permitted by applicable professional standards) and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings, including but not limited to financial information contained in any preliminary prospectus, Prospectus or Free Writing Prospectus, and (4) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company and the Guarantors made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement; it being agreed that the representations and warranties, opinions of counsel and comfort letters delivered in connection with the initial offering of the Securities are customary; and
 
(xviii) so long as any Registrable Securities remain outstanding, cause each Additional Guarantor upon the creation or acquisition by the Company of such Additional Guarantor, to execute a counterpart to this Agreement in the form attached hereto as Annex A and to deliver such counterpart to the Initial Purchasers no later than five Business Days following the execution thereof.
 
(b) In the case of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company such information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Company and the Guarantors may from time to time reasonably request in writing; provided that if such Holder fails to provide the requested information within 20 Business Days, the Company may exclude such Holder’s Registrable Securities from such Shelf Registration Statement until such time as the information is provided.
 
(c) In the case of a Shelf Registration Statement, each Holder of Registrable Securities covered in such Shelf Registration Statement agrees that, upon receipt of any
 
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notice from the Company and the Guarantors of the happening of any event of the kind described in Section 3(a)(vi)(3) or 3(a)(vi)(5) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus and any Free Writing Prospectus contemplated by Section 3(a)(x) hereof and, if so directed by the Company and the Guarantors, such Holder will deliver to the Company and the Guarantors all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus and any Free Writing Prospectus covering such Registrable Securities that is current at the time of receipt of such notice.
 
(d) If the Company and the Guarantors shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company and the Guarantors shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus or any Free Writing Prospectus necessary to resume such dispositions.  The Company and the Guarantors may give any such notice only twice during any 365-day period, any such suspensions shall not exceed 45 days for each suspension and there shall not be more than two suspensions in effect during any 365-day period.
 
(e) The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering.  In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each an “ Underwriter ”) that will administer the offering will be selected by the Holders of a majority in principal amount of the Registrable Securities included in such offering and reasonably acceptable to the Company.  However, each Holder agrees that, neither such Holder nor any Underwriter participating in any disposition pursuant to any Registration Statement on such Holder’s behalf, will make any offer relating to the Registrable Securities that would constitute an Issuer Free Writing Prospectus (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Securities Act, unless it has obtained the prior written consent of the Company.
 
4. Participation of Broker-Dealers in Exchange Offer.
 
(a) The Company has been advised that the Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “ Participating Broker-Dealer ”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities.
 
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The Company and the Guarantors have been advised that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.
 
(b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company and the Guarantors agree to use their reasonable best efforts to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period ending on the earlier of (i) 180 days after the date the Exchange Offer Registration Statement becomes effective (as such period may be extended pursuant to Section 3(d) of this Agreement) and (ii) the date on which each Participating Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities, in each case to the extent necessary to ensure that it is available for resales.  The Company and the Guarantors further consent to the delivery of such Prospectus (or, to the extent permitted by law, agree to make available) by Participating Broker-Dealers during such period in connection with the resales contemplated by this Section 4.
 
(c) The Initial Purchasers shall have no liability to the Company, any Guarantor or any Holder with respect to any such request that they may make pursuant to Section 4(b) above.
 
5. Indemnification and Contribution.
 
(a) The Company and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, or in any amendment thereof or any supplement thereto, any Free Writing Prospectus or any “issuer information” (“ Issuer Information ”) filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each
 
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case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser or information relating to any Holder furnished to the Company in writing, or any selling Holder, respectively, expressly for use therein.  In connection with any Underwritten Offering permitted by Section 3, the Company and the Guarantors, jointly and severally, will also indemnify the Underwriters, if any, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement, any Prospectus, any Free Writing Prospectus or any Issuer Information.
 
(b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors, the Initial Purchasers and the other selling Holders, the directors of the Company and the Guarantors, each officer of the Company and the Guarantors who signed the Registration Statement and each Person, if any, who controls the Company, the Guarantors, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Company in writing by or on behalf of such Holder expressly for use in any Registration Statement, any Prospectus or any Free Writing Prospectus.
 
(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “ Indemnified Person ”) shall promptly notify the Person against whom such indemnification may be sought (the “ Indemnifying Person ”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided , further , that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b).  If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred.  In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified
 
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Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred.  Any such separate firm (x) for any Initial Purchaser or its respective affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by such Initial Purchasers, (y) for any Holder, its directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in all other cases shall be designated in writing by the Company.  The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment.  No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or failure to act by or on behalf of any Indemnified Person.
 
(d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations.  The relative fault of the Company and the Guarantors on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantors or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
 
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(e) The Company, the Guarantors and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above.  The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim.  Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.  The Holders’ obligations to contribute pursuant to this Section 5 are several and not joint.
 
(f) The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.
 
(g) The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the Guarantors or the officers or directors of or any Person controlling the Company or the Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.
 
6. General.
 
(a)  No Inconsistent Agreements.  The Company and the Guarantors represent, warrant and agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Company nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.
 
(b)  Amendments and Waivers.  The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Guarantors have obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided that no
 
20 

 
amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder.  Any amendments, modifications, supplements, waivers or consents pursuant to this Section 7(b) shall be by a writing executed by each of the parties hereto.
 
(c)  Notices.   Except as otherwise specified herein, all notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the applicable Purchase Agreement; (ii) if to the Company and the Guarantors, initially at the Company’s address set forth in the Purchase Agreements and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) if to such other persons, at their respective addresses as provided in the Purchase Agreements and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 7(c).  All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery.  Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the applicable Indenture.
 
(d)  Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the applicable Purchase Agreement or the applicable Indenture.  If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof.  The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company or the Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.
 
(e)  Third-Party Beneficiaries.  Each Holder shall be a third-party beneficiary to the agreements made hereunder between the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder.
 
21 

 
(f)  Counterparts.  This Agreement may be signed on counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.
 
(g)  Headings.  The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.
 
(h)  Governing Law.  This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York.
 
(i)  BRRD .  (a) Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the Company, the Guarantors and the Initial Purchasers, the Company and the Guarantors acknowledge and accept that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledge, accept and agree to be bound by:
 
(i)                                      the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of an Initial Purchaser to the Company or the Guarantors under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:
 
(A)                                the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;
 
(B)                                the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the respective Initial Purchaser or another person, and the issue to or conferral on the Company or the Guarantors of such shares, securities or obligations;
 
(C)                                the cancellation of the BRRD Liability;
 
(D)                                the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;
 
(E)                                 the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.
 
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(b)                As used in this Agreement:
 
(i)                                      “ Bail-in Legislation ” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.
 
(ii)                                   “ Bail-in Powers ” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.
 
(iii)                                “ BRRD ” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.
 
(iv)                               “ EU Bail-in Legislation Schedule ” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499.
 
(v)                                  “ BRRD Liability ” means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.
 
(vi)                               “ Relevant Resolution Authority ” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the respective Initial Purchaser.
 
(j)  Entire Agreement; Severability.  This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto.  If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated.  The Company, the Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of such invalid, void or unenforceable provisions.
 
[ Signature Pages Follow ]
 
23 

 
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

 	MOLSON COORS BREWING COMPANY	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President and Treasurer	
 	 	 	 	
 	MOLSON CANADA 2005	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Treasurer	
 	 	 	 	
 	MOLSON COORS INTERNATIONAL LP	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	
 	 	 	 	
 	MOLSON COORS HOLDCO INC.	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	
 	 	 	 	
 	COORS BREWING COMPANY	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	
 	 	 	 	
 	CBC HOLDCO LLC	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	
 
[ Signature Page to Registration Rights Agreement ]

 

 	CBC HOLDCO 2 LLC	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	
 	 	 	 	
 	CBC HOLDCO 3, INC.	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	
 	 	 	 	
 	MC HOLDING COMPANY LLC	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	
 	 	 	 	
 	MOLSON COORS INTERNATIONAL GENERAL, ULC	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Treasurer	
 	 	 	 	
 	COORS INTERNATIONAL HOLDCO 2, ULC	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Treasurer	
 	 	 	 	
 	MOLSON COORS CALLCO ULC	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Treasurer	
 
[ Signature Page to Registration Rights Agreement ]

 

 	NEWCO3, INC.	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	
 	 	 	 	
 	MILLERCOORS LLC	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	
 	 	 	 	
 	MILLERCOORS HOLDINGS LLC	

 	By:	/s/ Michael J. Rumley	
 	 	Name:	Michael J. Rumley	
 	 	Title:	Vice President, Treasurer	
 	 	 	 	
 	JACOB LEINENKUGEL BREWING CO., LLC	

 	By:	/s/ Gregory Tierney	
 	 	Name:	Gregory Tierney	
 	 	Title:	Treasurer	
 
[ Signature Page to Registration Rights Agreement ]

 
Confirmed and accepted as of the date first above written:

For itself and on behalf of the several Initial Purchasers listed in Schedule 1A hereto.	 	

CITIGROUP GLOBAL MARKETS INC.	 	

By:	/s/ Adam D. Bordner	 	
 	Name:	Adam D. Bordner	 	
 	Title:	Vice President	 	
 
[ Signature Page to Registration Rights Agreement ]

 
Confirmed and accepted as of the date first above written:

For itself and on behalf of the several Initial Purchasers listed in Schedule 1A hereto.	 	

MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED	 	

By:	/s/ Randolph B. Randolph	 	
 	Name:	Randolph B. Randolph	 	
 	Title:	Managing Director	 	
 
[ Signature Page to Registration Rights Agreement ]

 
Confirmed and accepted as of the date first above written:

For itself and on behalf of the several Initial Purchasers listed in Schedule 1A hereto.	 	

UBS SECURITIES LLC	 	

By:	/s/ Christian Stewart	 	
 	Name:	Christian Stewart	 	
 	Title:	Managing Director	 	

By:	/s/ Prath Reddy	 	
 	Name:	Prath Reddy	 	
 	Title:	Associate Director	 	
 
[ Signature Page to Registration Rights Agreement ]

 
Confirmed and accepted as of the date first above written:

CITIGROUP GLOBAL MARKETS LIMITED	 	

By:	/s/ Tim Odell	 	
 	Name:	Tim Odell	 	
 	Title:	Delegated Signatory	 	
 
[ Signature Page to Registration Rights Agreement ]

 
Confirmed and accepted as of the date first above written:

MERRILL LYNCH INTERNATIONAL	 	

By:	/s/ Josh Presley	 	
 	Name:	Josh Presley	 	
 	Title:	Director	 	
 
[ Signature Page to Registration Rights Agreement ]

 

Confirmed and accepted as of the date first above written:	 	
 	 	
UBS LIMITED	 	

By:	/s/ Alexandre Campargue	 	
 	Name:	Alexandre Campargue	 	
 	Title:	Associate Director	 	

By:	/s/ Aya Suzuki	 	
 	Name:	Aya Suzuki	 	
 	Title:	Executive Director	 	
 
[ Signature Page to Registration Rights Agreement ]

 

Confirmed and accepted as of the date first above written:	 	
 	 	
COÖPERATIEVE RABOBANK U.A.	 	

By:	/s/ Ohmar ter Waarbeek	 	
 	Name:	Ohmar ter Waarbeek	 	
 	Title:	Associate Director	 	

By:	/s/ Evertjan Manuels	 	
 	Name:	Evertjan Manuels	 	
 	Title:	European Head of Corporate DCM	 	
 
[ Signature Page to Registration Rights Agreement ]

 

Confirmed and accepted as of the date first above written:	 	
 	 	
MUFG SECURITIES EMEA PLC	 	

By:	/s/ Trevor Kemp	 	
 	Name:	Trevor Kemp	 	
 	Title:	Executive Director	 	
 
[ Signature Page to Registration Rights Agreement ]

 

Confirmed and accepted as of the date first above written:	 	
 	 	
DEUTSCHE BANK AG, LONDON BRANCH	 	

By:	/s/ Jared Birnbaum	 	
 	Name:	Jared Birnbaum	 	
 	Title:	Managing Director	 	

By:	/s/ John C. McCabe	 	
 	Name:	John C. McCabe	 	
 	Title:	Managing Director	 	
 
[ Signature Page to Registration Rights Agreement ]

 

Confirmed and accepted as of the date first above written:	 	
 	 	
MIZUHO INTERNATIONAL PLC	 	

By:	/s/ Guy Reid	 	
 	Name:	Guy Reid	 	
 	Title:	Managing Director	 	
 
[ Signature Page to Registration Rights Agreement ]

 

Confirmed and accepted as of the date first above written:	 	
 	 	
WELLS FARGO SECURITIES INTERNATIONAL LIMITED	 	

By:	/s/ Damon Mahon	 	
 	Name:	Damon Mahon	 	
 	Title:	Director	 	
 
[ Signature Page to Registration Rights Agreement ]

 
Annex A
 
Counterpart to Registration Rights Agreement
 
The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated March 15, 2017 by and among Molson Coors Brewing Company, a Delaware corporation, the guarantors party thereto and the Initial Purchasers party thereto) to be bound by the terms and provisions of such Registration Rights Agreement.
 
IN WITNESS WHEREOF, the undersigned has executed this counterpart as of                , 201 .

 	[GUARANTOR]	

 	By:	 	
 	 	Name:	
 	 	Title:	

 
Schedule 1A
 
Initial Purchasers Party to the USD Purchase Agreement
 
Citigroup Global Markets Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
UBS Securities LLC
MUFG Securities Americas Inc.
Rabo Securities USA, Inc.
Deutsche Bank Securities Inc.
Mizuho Securities USA Inc.
Wells Fargo Securities, LLC

 
Schedule 1B
 
Initial Purchasers Party to the EUR Purchase Agreement
 
Citigroup Global Markets Limited
Merrill Lynch International
UBS Limited
Coöperatieve Rabobank U.A.
MUFG Securities EMEA plc
Deutsche Bank AG
London Branch
Mizuho International plc
Wells Fargo Securities International Limited