0001047469-07-006142 Sample Contracts

THIRD SUPPLEMENTAL INDENTURE DATED AS OF APRIL 10, 2007 to INDENTURE dated as of September 22, 2005 among MOLSON COORS CAPITAL FINANCE ULC, as Issuer THE GUARANTORS NAMED THEREIN, as Guarantors, THE BANK OF NEW YORK TRUST COMPANY, N.A., as U.S....
Indenture • August 7th, 2007 • Molson Coors Brewing Co • Malt beverages • New York

THIRD SUPPLEMENTAL INDENTURE, dated as of April 10, 2007 (this "Third Supplemental Indenture"), to the Indenture dated as of September 22, 2005, as amended by that First Supplemental Indenture and that Second Supplemental Indenture, each dated as of September 22, 2005 (collectively, the "Original Indenture") among MOLSON COORS CAPITAL FINANCE ULC, a Nova Scotia unlimited liability company (the "Company"), MOLSON COORS BREWING COMPANY, a Delaware corporation (the "Parent Guarantor"), COORS BREWING COMPANY, a Colorado corporation, COORS DISTRIBUTING COMPANY, a Colorado corporation, COORS WORLDWIDE, INC., a Colorado corporation, COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P., a Colorado limited liability limited partnership, COORS GLOBAL PROPERTIES, INC., a Colorado corporation, COORS INTERCONTINENTAL, INC., a Colorado corporation, and COORS BREWING COMPANY INTERNATIONAL, INC., a Colorado corporation (collectively, the "Subsidiary Guarantors" and, together with the Parent Guarantor, the

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AMENDMENT dated as of June 13, 2007
Molson Coors Brewing Co • August 7th, 2007 • Malt beverages • New York

have entered into a Transaction evidenced by a Warrant confirmation, dated June 11, 2007 (the "Confirmation"). Buyer under the Confirmation wishes to purchase additional Warrants from Seller thereunder. To effectuate this additional purchase, the parties hereby amend the Confirmation as set forth in this Amendment (this "Amendment").

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Molson Coors Brewing Co • August 7th, 2007 • Malt beverages

The purpose of this facsimile agreement (this "Confirmation") is to confirm the terms and conditions of the transaction entered into between Morgan Stanley & Co. International plc ("Morgan Stanley"), represented by Morgan Stanley Bank ("Agent"), as its agent, and Molson Coors Brewing Company ("Counterparty") on the Trade Date specified below (the "Transaction"). This Confirmation constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below. This Confirmation constitutes the entire agreement and understanding of the parties with respect to the subject matter and terms of the Transaction and supersedes all prior or contemporaneous written and oral communications with respect thereto.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN MOLSON COORS BREWING COMPANY AND PETER H. COORS
Molson Coors Brewing Co • August 7th, 2007 • Malt beverages

This First Amendment to Employment Agreement by and between Molson Coors Brewing Company, a Delaware corporation (the "Company") and Peter H. Coors (the "Executive"), is dated as of August 1, 2007, and amends the Employment Agreement, dated as of June 27, 2005, by and between the Company and Executive (the "Employment Agreement") as follows:

AMENDMENT dated as of June 13, 2007
Molson Coors Brewing Co • August 7th, 2007 • Malt beverages • New York

have entered into a Transaction evidenced by a Note Hedging Unit Transaction confirmation, dated June 11, 2007 (the "Confirmation"). Buyer under the Confirmation wishes to purchase additional Note Hedging Units from Seller thereunder. To effectuate this additional purchase, the parties hereby amend the Confirmation as set forth in this Amendment (this "Amendment").

AMENDMENT dated as of June 13, 2007
Molson Coors Brewing Co • August 7th, 2007 • Malt beverages • New York

have entered into a Transaction evidenced by a Note Hedging Unit Transaction confirmation, dated June 11, 2007 (the "Confirmation"). Buyer under the Confirmation wishes to purchase additional Note Hedging Units from Seller thereunder. To effectuate this additional purchase, the parties hereby amend the Confirmation as set forth in this Amendment (this "Amendment").

AMENDMENT dated as of June 13, 2007
Molson Coors Brewing Co • August 7th, 2007 • Malt beverages • New York

have entered into a Transaction evidenced by a Warrant confirmation, dated June 11, 2007 (the "Confirmation"). Buyer under the Confirmation wishes to purchase additional Warrants from Seller thereunder. To effectuate this additional purchase, the parties hereby amend the Confirmation as set forth in this Amendment (this "Amendment").

TO: Molson Coors Brewing Company ATTENTION: Mike Rumley, Director, Global Pensions & Financial Risk Management TELEPHONE: (303) 277-5674 FACSIMILE: (303) 277-7168 FROM: Citibank, N.A. TELEPHONE: (212) 816-2211 FACSIMILE: (212) 723-8328 SUBJECT: Equity...
Molson Coors Brewing Co • August 7th, 2007 • Malt beverages

This Confirmation evidences a complete and binding agreement between Citibank and Counterparty as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement (the "Agreement") in the form of the ISDA 2002 Master Agreement (the "ISDA Form") as if Citibank and Counterparty had executed an agreement in such form (without any Schedule but with the "Cross-Default" provisions of Section 5(a)(vi) applicable to Counterparty with a "Threshold" of $50,000,000 and with such other elections set forth in this Confirmation; provided, however, that Section 5(a)(vi) shall be amended by deleting the phrase ", or becoming capable at such time of being declared," appearing after the word "becoming" in the seventh line thereof). For the avoidance of doubt, the Transaction shall be the only transaction under the Agreement.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN MOLSON COORS BREWING COMPANY AND W. LEO KIELY III
Molson Coors Brewing Co • August 7th, 2007 • Malt beverages

This First Amendment to Employment Agreement by and between Molson Coors Brewing Company, a Delaware corporation (the "Company") and W. Leo Kiely III (the "Executive"), is dated as of August 1, 2007, and amends the Employment Agreement, dated as of June 27, 2005, by and between the Company and Executive (the "Employment Agreement") as follows:

AMENDMENT dated as of June 13, 2007
Molson Coors Brewing Co • August 7th, 2007 • Malt beverages • New York

have entered into a Transaction evidenced by a Warrant confirmation, dated June 11, 2007 (the "Confirmation"). Buyer under the Confirmation wishes to purchase additional Warrants from Seller thereunder. To effectuate this additional purchase, the parties hereby amend the Confirmation as set forth in this Amendment (this "Amendment").

TO: Molson Coors Brewing Company ATTENTION: Mike Rumley, Director, Global Pensions & Financial Risk Management TELEPHONE: (303) 277-5674 FACSIMILE: (303) 277-7168 FROM: Citibank, N.A. TELEPHONE: (212) 816-2211 FACSIMILE: (212) 723-8328 SUBJECT: Equity...
Molson Coors Brewing Co • August 7th, 2007 • Malt beverages

This Confirmation evidences a complete and binding agreement between Citibank and Counterparty as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement (the "Agreement") in the form of the ISDA 2002 Master Agreement (the "ISDA Form") as if Citibank and Counterparty had executed an agreement in such form (without any Schedule but with the elections set forth in this Confirmation). For the avoidance of doubt, the Transaction shall be the only transaction under the Agreement.

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Molson Coors Brewing Co • August 7th, 2007 • Malt beverages

SUPPLEMENT NO. 1 dated as of April 9, 2007, to the Subsidiary Guarantee Agreement dated as of March 2, 2005, among MOLSON COORS BREWING COMPANY, a Delaware corporation (the "Company"). COORS BREWING COMPANY, MOLSON CANADA 2005, MOLSON INC., MOLSON COORS CANADA INC. and COORS BREWERS LIMITED (the "Initial Borrowing Subsidiaries" and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the "Borrowers"), each subsidiary of the Company listed on Schedule I thereto (each such subsidiary individually, a "Guarantor" and collectively, the "Guarantors") and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (the "Administrative Agent").

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Molson Coors Brewing Co • August 7th, 2007 • Malt beverages

The purpose of this facsimile agreement (this "Confirmation") is to confirm the terms and conditions of the transaction entered into between Morgan Stanley & Co. International plc ("Morgan Stanley"), represented by Morgan Stanley Bank ("Agent"), as its agent, and Molson Coors Brewing Company ("Counterparty") on the Trade Date specified below (the "Transaction"). This Confirmation constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below. This Confirmation constitutes the entire agreement and understanding of the parties with respect to the subject matter and terms of the Transaction and supersedes all prior or contemporaneous written and oral communications with respect thereto.

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Molson Coors Brewing Co • August 7th, 2007 • Malt beverages • New York

CONFIRMATION, dated as of March 8, 2007 (this "Confirmation"), related to the CREDIT AGREEMENTdated as of March 2, 2005, among MOLSON COORS BREWING COMPANY (the "Company"). COORS BREWING COMPANY, MOLSON CANADA 2005, MOLSON INC., MOLSON COORS CANADA INC. and COORS BREWERS LIMITED; the LENDERS party hereto; WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Bank and Swingline Lender; and BANK OF MONTREAL, as Canadian Administrative Agent, Issuing Bank and Swingline Lender (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"; other capitalized terms used but not defined herein have the meanings assigned to them in the Credit Agreement.).

AMENDMENT dated as of June 13, 2007
Molson Coors Brewing Co • August 7th, 2007 • Malt beverages • New York

DEUTSCHE BANK AG ACTING THROUGH ITS LONDON BRANCH ("DEUTSCHE"), REPRESENTED BY DEUTSCHE BANK SECURITIES INC. ("AGENT"), AS ITS AGENT and MOLSON COORS BREWING COMPANY ("COUNTERPARTY")

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