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EXHIBIT 99(b)(14)
29 August 2000
TO: Foster's Brewing Group Limited (ABN 49 007 620 886)
77 Southbank Boulevard
Southbank VIC 3006
Attention: Vice President, Treasury
AND TO: The Borrowers
Dear Sir
Following our recent discussions we wish to amend the facility agreement (as
amended) dated 21 March 1991 between, among others, us (the FACILITY AGREEMENT)
in the manner set out below.
Words which are defined in the Facility Agreement and which are used in this
letter have the same meaning in this letter as in the Facility Agreement, unless
the context requires otherwise.
1. AMENDMENTS
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1.1 The Facility Agreement is amended as follows.
(a) In Recital A, the reference to A$200,000,000 is replaced with
A$250,000,000.
(b) In Clause 1.1, in the definition of COMMITMENT the reference to
`A$200,000,000' is replaced with `A$250,000,000'.
(c) In Clause 1.1, in the definition of Fee Letter the reference to
`Clause 32" is replaced with `Clause 31'.
(d) In Clause 1.1, in the definition of REPAYMENT DATE the reference to
`31 August 2003' is replaced with `30 September 2005'.
(e) In Clause 1.1, the definition of BRIDGING FACILITY AGREEMENT is
inserted as follows:
"BRIDGING FACILITY AGREEMENT means the Bridging Facility Agreement
dated on or about the date of this letter between FBG Treasury (USA)
Inc., Foster's Brewing Group Limited, the Agent and the Participants
as defined under that agreement."
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(f) In Clause 1.1, the definition of REGULATION U is inserted as follows:
"REGULATION U means Regulation U of the Board of Governors of the US
Federal Reserve System, in effect from time to time."
(g) In Clause 1.3(c), delete the word, "The" at the beginning of the
paragraph and replace it with the words, "Subject to Clause 40(b),
the".
(h) In Clause 37(a) (Acknowledgment by Borrowers and Foster's Brewing
Group) after the word, `undertaking', insert the words, "but excluding
the representations in Clause 39".
(i) A new Clause 39 (Lender representations) inserted as follows:
"The Lender represents and warrants to each of the Borrowers and
Foster's Brewing Group that it, in good faith, is not relying upon any
MARGIN STOCK (as defined in Regulation U) as collateral in the
extension or maintenance of the financial accommodation provided for
in this Agreement."
(j) A new Clause 40 (Amendments) inserted as follows:
(i)"(a) Each Borrower irrevocably authorises Foster's Brewing Group to
agree with the Lender to any amendment to, or to any waiver in
respect of, any provision of this Agreement. The Borrower's
consent to any such amendment or waiver is not required. Each
Borrower will be bound by any such amendment or waiver agreed to
by Foster's Brewing Group as if it were party to the relevant
agreement or waiver. Any such amendment or waiver will only be
effective after the Lender has received in form and substance
satisfactory to it a legal opinion with respect to the laws of
the jurisdiction of incorporation of the Borrower and this
Agreement."
(ii)"(b) No amendment to clauses 10.1(g) and (h) of the Trust Deed
is permitted without the prior written consent of the Lender who
is the Creditor Group Representative."
1.2 The increase in Commitment effected by this letter may only be drawn by
Treasury USA and such of the other Borrowers in respect of which the Lender
has received in form and substance satisfactory to it a legal opinion with
respect to the laws of the jurisdiction of incorporation of the Borrower
and this letter.
1.3 Any breach of this letter shall be deemed to be a breach of the Facility
Agreement.
1.4 Each of Treasury USA and Foster's Brewing Group (jointly and severally)
indemnifies the Lender on demand against any claim, loss, liability, cost
and expense that may be incurred or sustained by the
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Lender (or any officer or employee of the Lender) as a consequence of the
Lender having entered into this letter, having provided the Facility or
having made the increased Commitment or proposed or actual application of
the proceeds of the Segments.
1.5 Notwithstanding any other provision of this letter or the Facility
Agreement ("RELEVANT AGREEMENT"):
(a) if GST is payable in relation to a supply made under or in connection
with a Relevant Agreement the party making the supply may, in addition
to any amount or consideration payable under the Relevant Agreement,
and subject to issuing a valid tax invoice, recover from the recipient
of the supply an additional amount on account of GST, such amount to
be calculated by multiplying the relevant amount or consideration
payable for the relevant supply by the prevailing GST rate;
(b) without limiting the generality of the foregoing, in the event that
the Lender is not entitled to an input tax credit in respect of the
amount of any GST charged to or recovered from the Lender, by any
person, or payable by the Lender, or in respect of any amount which is
recovered from the Lender by way of reimbursement of GST referable
directly or indirectly to any supply made under or in connection with
a Relevant Agreement, the Lender shall be entitled to increase any
amount or consideration payable by the Borrower on account of such
input tax and recover from the Borrower the amount of any such
increase;
(c) where a Borrower is required under a Relevant Agreement to indemnify
or reimburse the Lender for any costs, expenses or liabilities of the
Lender, then the amount of the costs, expenses or liabilities is the
actual amount incurred by the Lender, less any input tax credit the
Lender is entitled to receive in relation to those costs, expenses or
liabilities. For the purposes of this paragraph (c) the Lender is
entitled to receive those input tax credits that can be identified and
quantified in accordance with the apportionment model used by the
Lender from time to time as approved by the Australian Taxation
Office.
Any additional amount on account of GST, or on account of an amount for
which the Lender is not entitled to an input tax credit, recoverable from
the Borrower pursuant to paragraph (a) or paragraph (b) of this Clause
shall be calculated without any deduction or set-off of any other amount.
In this clause the terms input tax credit and tax invoice have the meanings
given in section 195-1 of the A New Tax System (Goods and Services Tax) Act
1999.
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2. FEES
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2.1 From and including the Effective Date, the following amendments to the
existing fees and the Margin will take effect:
The Line Fee will be increased to 0.20% per annum.
The Margin will be increased to 0.35% per annum.
An Establishment Fee of 0.15% of the increase in the Commitment, (being a
total amount of A$75,000) will be payable by the Borrowers on the Effective
Date.
2.2 If Foster's Brewing Group's Standard and Poor's rating falls below BBB+,
the parties acknowledge that the Lender may change the fees and Margin
after consultation with the Borrowers and Foster's Brewing Group. Any
change in the fees or Margin shall take effect on the giving of a notice by
the Lender. The Lender may give any number of separate notices if there are
any further falls in the credit rating.
3. EFFECTIVE DATE
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3.1 Clause 1.1 of this letter takes effect, and the parties agree to be bound
by the amendments effected by that clause, from the date (the EFFECTIVE
DATE) the conditions precedent in the Bridging Facility Agreement are
satisfied or waived and the Lender has received each of the following items
in form and substance satisfactory to it:
(a) legal opinion from Mallesons Stephen Jaques, Australian legal advisers
to the Lender; and
(b) legal opinion of Jones Day Reavis & Pogue, legal advisers to Treasury
USA and Foster's Brewing Group; and
(c) this letter duly executed by all parties to it.
3.2 Subject and without prejudice to clause 3.3, clause 1.1 of this letter
(other than clause 1.1(j)(i)) is not effective if the Chief Financial
Officer of Foster's Brewing Group notifies the Lender that at least 50% of
the shares in Bordeaux have not been directly or indirectly acquired and
that Foster's Brewing Group will not be proceeding with the proposed
acquisition of Bordeaux.
3.3 Notwithstanding anything in this clause 3, clause 1.1(j)(i) of this letter
takes effect from the date the Lender has received each of the items
specified in clause 3.1(a), (b) and (c) in a form and substance
satisfactory to it but it will only take effect with respect to a Borrower
other than Treasury USA upon the Lender having received in form and
substance satisfactory to it a legal opinion with respect to the laws of
the jurisdiction of incorporation of that Borrower and this Agreement.
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4. REMAINING PROVISIONS UNAFFECTED
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Except as specifically amended by this letter, all terms and conditions of
the Facility Agreement remain in full force and effect. With effect from
the Effective Date (as defined in clause 3), the Facility Agreement as
amended by this letter is to be read as a single integrated document
incorporating the amendments effected by this letter.
5. COUNTERPARTS
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The agreement contained in this letter may be accepted by any one of the
Borrowers in any number of counterpart letters. All counterpart letters
will be taken to constitute one instrument.
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Yours faithfully
SIGNED for and on behalf of WESTPAC BANKING )
CORPORATION (ABN 33 007 457 411) )
by its attorney under ) /s/ R. M. Nicholls
power of attorney ----------------------------------
Senior Manager's Signature
Robert Nicholls
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Print Name
/s/ Marcus O'Callaghan
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Counsel's signature
Marcus O'Callaghan
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Print Name
SIGNED for and on behalf of FOSTER'S BREWING )
GROUP LIMITED (ABN 49 007 620 886), FBG )
TREASURY (AUST.) LIMITED (ABN 80 006 865 )
738), FBG TREASURY (UK) PLC, FBG TREASURY )
(NZ) LIMITED, FBG TREASURY (USA) INC )
)
/s/ Domenic Panaccio
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Signature
Domenic Panaccio
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Print Name
DATED: 29 August 2000
