Confirmation Agreement Related to Molson Coors Credit Agreement (March 8, 2007)

Summary

This agreement is between Molson Coors Brewing Company, its subsidiaries, and several major lenders, including Wachovia Bank, Bank of Montreal, and others. It confirms that a planned internal reorganization of Molson Coors’ Canadian and UK subsidiaries will not violate the terms of their existing credit agreement, specifically regarding the transfer of assets. The lenders agree that the restructuring does not constitute a transfer of substantially all assets under the credit agreement. The agreement is governed by New York law and is effective upon execution by the parties.

EX-10.1 5 a2178596zex-10_1.htm EXHIBIT 10.1
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Exhibit 10.1

EXECUTION COPY

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.).

W I T N E S S E T H :

WHEREAS, the Company and certain of its Subsidiaries are considering entering into a series of transactions, as a result of which the organizational structure of the Company's Subsidiaries located in Canada and the United Kingdom will be altered.

WHEREAS, attached hereto as Exhibit A is a structure chart of the Company and certain of its Subsidiaries, as such structure exists prior to such transactions, and attached hereto as Exhibit B is a structure chart of the Company and such Subsidiaries, as such structure is expected to exist following such transactions (such transactions being collectively called the "Reorganization").

WHEREAS, the Company has advised the Lenders that the Reorganization will not result in a change in the jurisdiction of organization of any Borrowing Subsidiary.

WHEREAS, in connection with the Reorganization, the Company has requested that the Lenders confirm the interpretation set forth below of Section 6.03(a) of the Credit Agreement, and the Lenders whose signatures appear on the signature pages hereto (the "Confirming Lenders"), are willing to provide such confirmation.

NOW, THEREFORE, in consideration of the foregoing:

SECTION 1. Confirmation. The Confirming Lenders hereby confirm that the transfer of the Equity Interests in Subsidiaries of the Company to other direct or indirect wholly owned Subsidiaries of the Company as contemplated by the Reorganization will not constitute a "transfer...of...assets representing all or substantially all the assets of the Company and the Subsidiaries" within the meaning of Section 6.03(a) of the Credit Agreement.

SECTION 2. Applicable Law. This Confirmation shall be construed in accordance with and governed by the laws of the State of New York.

SECTION 3. Counterparts. This Confirmation may be executed in counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Confirmation by telecopy or other electronic image scan shall be effective as delivery of a manually executed counterpart hereof.

[signature page is the next page]

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

		MOLSON COORS BREWING COMPANY,
		by:		/s/ [ILLEGIBLE] Name: Title:
		WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Bank and Swingline Lender,
		by:		Name: Title: