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EXHIBIT 99(b)(8)
29 August 2000
Foster's Brewing Group Limited (ACN 007 620 886)
77 Southbank Boulevard
Southbank VIC 3006
Attention: Vice President, Treasury
Dear Sir
Following our recent discussions we wish to amend the facility agreement (as
amended) dated 10 May 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 Clause 1.1, in the definition of COMMITMENT reference to
`A$125,000,000' is replaced with `A$225,000,000'.
(b) In Clause 1.1, in the definition of REPAYMENT DATE the reference to
`29 August 2001' is replaced with `30 November 2004'.
(c) 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."
(d) 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."
(e) In Clause 1.3(c), delete the word, "The" at the beginning of the
paragraph and replace it with the words, "Subject to Clause 42(b),
the".
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(f) In Clause 39(a) (Acknowledgment by Borrowers and Foster's Brewing
Group) delete the word, "39" and replace it with "40".
(g) A new Clause 40.4 (Regulation U representation) 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."
(h) A new Clause 42 (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 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"):
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(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.
2. EFFECTIVE DATE
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2.1 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:
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(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.
2.2 Subject and without prejudice to clause 2.3, clause 1.1 of this letter
(other than clause 1.1(h)(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.
2.3 Notwithstanding anything in this clause 2, clause 1.1(h)(i) of this letter
takes effect from the date the Lender has received each of the items
specified in clause 2.1(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.
3. 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 2), the Facility Agreement as
amended by this letter is to be read as a single integrated document
incorporating the amendments effected by this letter.
4. 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.
Yours faithfully
SIGNED for and on behalf of COMMONWEALTH BANK )
OF AUSTRALIA (ABN 48 123 123 124) )
/s/ John Batchelor
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Signature
John Batchelor
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Print Name
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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 )
(EUROPE) B.V, FBG TREASURY (NZ) LIMITED, FBG ) /s/ Domenic Panaccio
TREASURY (USA) INC -------------------------------
Signature
Domenic Panaccio
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Print Name
DATED: 29 August 2000
