AMENDMENT NO. 2

AMENDMENT NO. 2 (this “Amendment”) dated as of June 29, 2012 among MOLSON COORS BREWING COMPANY (the “Company”), MOLSON COORS BREWING COMPANY (UK) LIMITED, MOLSON CANADA 2005, MOLSON COORS CANADA INC. AND MOLSON COORS INTERNATIONAL LP (together with the Company, collectively, the “Borrowers”), the Lenders that are signatories to this Amendment and DEUTSCHE BANK AG NEW YORK BRANCH, in its capacity as Administrative Agent under the Credit Agreement referred to below (the “Administrative Agent”).

The Borrowers, the lenders parties thereto and the Administrative Agent are parties to a Credit Agreement dated as of April 3, 2012 (as amended, supplemented or otherwise modified and in effect immediately prior to the effectiveness of this Amendment, the “Credit Agreement”).

The Company has requested that the “Guarantee Requirement” be amended to exclude Molson Coors European Holdco Limited from the requirement to Guarantee the Obligations of the UK Borrowing Subsidiaries specified in clause (iv) of the definition of “Guarantee Requirement”.

The parties hereto wish now to amend the Credit Agreement in certain respects, and, accordingly, the parties hereto hereby agree as follows:

Section 1. Definitions. Except as otherwise defined in this Amendment, terms defined in the Credit Agreement are used herein as defined therein.

Section 2. Amendments. Subject to the receipt by Administrative Agent of counterparts of this Amendment executed by Company and each Guarantor, but effective as of the date hereof, the Credit Agreement shall be amended as follows:

2.01. References Generally. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.

2.02. Certain Defined Terms. The definition of “Guarantee Requirement” set forth in Section 1.01 of the Credit Agreement shall be amended by adding the following sentence immediately at the end thereof:

“Notwithstanding the provisions of clause (iv) of the foregoing sentence, Molson Coors European Holdco Limited shall not be required to execute a Subsidiary Guarantee Agreement.”

Section 3. Representations and Warranties. Each Borrower represents and warrants to the Agents and the Lenders that (a) the representations and warranties set forth in Article III of the Credit Agreement (after giving effect to the amendments contemplated herein), other than those set forth in Sections 3.04(b) and 3.06(a) thereof, and in each of the other Loan Documents are true and correct on and as of the date hereof as if made on and as of the date hereof unless such representations and warranties expressly relate to an earlier date, in which case they are true on and as of such date, and as if each reference in said Article III to “this Agreement” included reference to this Amendment, and (b) no Default shall have occurred and be continuing.

Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon satisfaction of the following conditions: (a) the Administrative Agent shall have received counterparts of this Amendment signed by each of the Borrowers, the Subsidiary Guarantors and the Required Lenders and (b) each Agent and the Lenders shall have received payment of all reasonable fees and expenses (including fees and disbursements of special counsel for the Administrative Agent) payable under the Credit Agreement in respect of this Amendment and invoiced two days prior to the date hereof.

Section 5. Confirmation of Guarantee. The Company (a) confirms its obligations under the guarantee set forth in Article VIII of the Credit Agreement, (b) confirms that its obligations under the Credit Agreement as amended hereby are entitled to the benefits of such guarantee, (c) confirms that its obligations under the Credit Agreement as amended hereby constitute “Obligations” (as defined in the Credit Agreement) and (d) agrees that the Credit Agreement as amended hereby is the Credit Agreement under and for all purposes of such guarantee.

Section 6. Effect of the Amendment. Each of the Company and each Subsidiary Guarantor acknowledges and agrees that the amendment set forth in Section 2 above shall be limited as written and nothing contained herein shall, by implication or otherwise, be deemed to constitute a waiver, amendment or consent to any other term, provision or condition of the Credit Agreement or any other Loan Document or limit, impair or prejudice any right or remedy that any party hereto may have or may in the future have under the Credit Agreement or any other Loan Document, which shall remain in full force and effect, and the Lenders hereby reserve all such rights and remedies. Except as set forth herein, the terms, provisions and conditions of the Credit Agreement shall remain unchanged and in full force and effect.

Section 7. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment by signing any such counterpart. Delivery of a counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart hereof. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

MOLSON COORS BREWING COMPANY    
    
    By        /s/ Julio O. Ramirez            
        Name: Julio O. Ramirez

Title: VP, Treasurer, Tax & Strategic Finance

        

MOLSON CANADA 2005

    By        /s/ Wouter Vosmeer            
        Name: Wouter Vosmeer

Title: Chief Financial Officer

By        /s/ Kelly L. Brown             

        Name: Kelly L. Brown

Title: Chief Legal Officer

MOLSON COORS INTERNATIONAL LP    
    
    By        /s/ Julio O. Ramirez        
        Name: Julio O. Ramirez

Title: VP, Treasurer, Tax & Strategic Finance

MOLSON COORS CANADA INC.    
    
    By        /s/ Wouter Vosmeer        
        Name: Wouter Vosmeer

Title: Chief Financial Officer

By        /s/ Kelly L. Brown         
        Name: Kelly L. Brown

Title: Chief Legal Officer

Title: Legal Director

DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent

By: /s/ Heidi Sandquist            

Title: Director

By:    _____________________________

Title:

Lenders

Canadian Imperial Bank of Commerce, New York Agency

                            

By:     /s/ Dominic Sorresso         

Name: Dominic Sorresso

Title : Authorized Signatory

        

By:     /s/ Jonathan Kim        

Name: Jonathan Kim

Title : Authorized Signatory

Royal Bank of Canada    

By:     /s/ David Cole            

Name: David Cole

Title : Authorized Signatory

Credit Suisse AG, Cayman Islands Branch

By:     /s/ Karl Studer            

Name: Karl Studer

Title : Director

        

By:     /s/ Stephan Brechtbuehl         

Name: Stephan Brechtbuehl     

Title : Assistant Vice President

HSBC Bank USA, National Association    

By:     /s/ Hans Y. Lin            

Name: Hans Y. Lin

Title : Senior Vice President

UNICREDIT BANK AG, NEW YORK BRANCH

By:     /s/ Annett Guderian         

Name: Annett Guderian

Title : Director

By:     /s/ Betsy Hudson         

Name: Betsy Hudson

Title : Associate

Bank of the West        

By:     /s/ Terry A. Switz, Jr.         

Name: Terry A. Switz, Jr.

Title : Senior Relationship Manager

Credit Suisse AG, Cayman Islands Branch

By:     /s/ Karl Studer            

Name: Karl Studer

Title : Director

    

DEUTSCHE BANK AG NEW YORK BRANCH

By    /s/ Heidi Sandquist         
Name: Heidi Sandquist    
Title: Director    

By    /s/ Ming K. Chu            
Name: Ming K. Chu    
Title: Vice President

Bank of America, N.A.

By        /s/ John H. Schmidt        
Name: John H. Schmidt    
Title: Director

    

UBS AG, Stamford Branch

    

By     /s/ Irja R. Otsa            

Name: Irja R. Otsa

Title: Associate Director

        

By     s/s Mary E. Evans            

Name: Mary E. Evans

Title: Associate Director

Morgan Stanley Bank, N.A.

By     /s/ Brendan MacBride        

Name: Brendan MacBride

Title: Authorized Signatory

    

Wells Fargo Bank, National Association

By:     /s/ Mark Holm            

Name: Mark Holm

Title : Managing Director

BMO Harris Financing Inc.,

By:     /s/ Robert H. Wolohan        

Name: Robert H. Wolohan

Title : Vice President

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD

By:     /s/ Christine Howatt        

Name: Christine Howatt

Title : Authorized Signatory

Lloyds TSB Bank PLC, as Lender

By:     /s/ Candi Obrentz        

Name: Candi Obrentz

Title : Vice President – 0013

By:     Julia R. Franklin        

Name: Julia R. Franklin

Title: Vice President – F014

Cooperative Centrale Raiffeisen-Boerenleenbank, B.A. “Rabobank Nederland”, New York Branch

By:     /s/ Pamela Beal            

Name: Pamela Beal

Title : Executive Director

By:     /s/ Sue Chen- Holmes        

Name: Sue Chen-Holmes

Title : Vice President

Toronto Dominion (New York) LLC        

By:     /s/ Debbi L. Brito        

Name: Debbi L. Brito

Title : Authorized Signatory

Citibank N.A.        

By:     /s/ Nicholas Pateros        

Name: Nicholas Pateros

Title : Vice President

Each undersigned Subsidiary Guarantor (a) confirms its obligations under the guarantee set forth in the Subsidiary Guarantee Agreement, (b) confirms that its obligations under the Credit Agreement as amended hereby are entitled to the benefits of the Subsidiary Guarantee Agreement, (c) confirms that its obligations under the Credit Agreement as amended hereby constitute “Obligations” (as defined in the Subsidiary Guarantee Agreement) and (d) agrees that the Credit Agreement as amended hereby is the Credit Agreement under and for all purposes of the Subsidiary Guarantee Agreement.

MOLSON COORS BREWING COMPANY (UK) LIMITED

By     /s/ Susan Albion        

Name:    Susan Albion

Title:    Legal Director

MOLSON CANADA 2005

By     /s/ Wouter Vosmeer        

Name:    Wouter Vosmeer

Title:     Chief Financial Officer

By     /s/ Kelly L. Brown        

Name:    Kelly L. Brown

Title:     Chief Financial Officer

    

MOLSON COORS INTERNATIONAL LP

    

By     /s/ Julio O. Ramirez        

Name:    Julio O. Ramirez

Title:     VP, Taxation and Treasurer

COORS BREWING COMPANY

By     /s/ Julio O. Ramirez        

Name:    Julio O. Ramirez

Title:     VP - Taxation and Treasurer

CBC HOLDCO LLC

By     /s/ Julio O. Ramirez        

Name:    Julio O. Ramirez

Title:     VP - Taxation and Treasurer

CBC HOLDCO 2 LLC

By     /s/ Julio O. Ramirez        

Name:    Julio O. Ramirez

Title:     VP - Taxation and Treasurer

MC HOLDING COMPANY LLC

By     /s/ Julio O. Ramirez        

Name:    Julio O. Ramirez

Title:     VP, Taxation and Treasurer

MOLSON COORS CAPITAL FINANCE ULC

By     /s/ Julio O. Ramirez        

Name:    Julio O. Ramirez

Title:     Treasurer

    

MOLSON COORS INTERNATIONAL GENERAL, ULC

By     /s/ Julio O. Ramirez        

Name:    Julio O. Ramirez

Title:     Treasurer

COORS INTERNATIONAL HOLDCO, ULC

By     /s/ Julio O. Ramirez        

Name:    Julio O. Ramirez

Title:     Treasurer

MOLSON COORS CALLCO ULC

By     /s/ Julio O. Ramirez        

Name:    Julio O. Ramirez

Title:     Treasurer

MOLSON Inc.

By     /s/ Wouter Vosmeer        

Name:    Wouter Vosmeer

Title:     Chief Financial Officer

MOLSON COORS HOLDINGS LIMITED

By     /s/ Susan Albion        

Name:    Susan Albion

Title:     Director

GOLDEN ACQUISITION

By     /s/ Susan Albion        

Name:    Susan Albion

Title:     Director

NEWCO3, INC.

By     /s/ Julio O. Ramirez        

Name:    Julio O. Ramirez

Title:     Treasurer

MOLSON COORS HOLDCO, INC.

By     /s/ Julio O. Ramirez        

Name:    Julio O. Ramirez

Title:     VP - Taxation and Treasurer