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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]


1







 

        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:






[SIGNATURE PAGE TO CONFIRMATION RELATED TO MOLSON-COORS CREDIT AGREEMENT]


2







 

        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:	
 	

 Name:

Title:
	
 	
 	

WACHOVIA BANK, NATIONAL

ASSOCIATION, as Administrative Agent, Issuing

Bank and Swingline Lender,
	
 	
 	

by:	
 	

/s/  THOMAS M. HARPER      
 Name: Thomas M. Harper

Title: Senior Vice President






[SIGNATURE PAGE TO CONFIRMATION RELATED TO MOLSON-COORS CREDIT AGREEMENT]


3







 


	Name of Institution:	 	ABN AMRO BANK N.V.
 as a Confirming Lender,
	

 	
 	

by:	
 	

/s/  THOMAS J. BIEKE      
 Name: Thomas J. Bieke

Title: Attorney-in-fact
	

For any Confirming Lender that requires a second signature line:
	

 	
 	

by:	
 	

/s/  STEPHEN KANTOR      
 Name: Stephen Kantor

Title: Vice President






[SIGNATURE PAGE TO CONFIRMATION RELATED TO MOLSON-COORS CREDIT AGREEMENT]


4







 


	 	 	[SIGNATURE PAGE TO

CONFIRMATION dated March 8, 2007

RELATED TO MOLSON-COORS

CREDIT AGREEMENT dated March 2,

2005]
	

Name of Institution:	
 	
ABN AMRO BANK N.V.
 as the lending office in Canada
	

 	
 	

by:	
 	

/s/  NAZMIN ADATIA      
 Name: Nazmin Adatia

Title: Vice President
	

 	
 	

by:	
 	

/s/  H. BAYU BUDIATMANTO      
 Name: H. Bayu Budiatmanto

Title: Assistant Vice President






5







 


	Name of Institution:	 	BANK OF AMERICA, N.A.
 as a Confirming Lender,
	

 	
 	

by:	
 	

/s/  [ILLEGIBLE]      
 Name: [ILLEGIBLE]

Title: Managing Director
	

For any Confirming Lender that requires a second signature line:
	

 	
 	

by:	
 	

 Name:

Title:






[SIGNATURE PAGE TO CONFIRMATION RELATED TO MOLSON-COORS CREDIT AGREEMENT]


6







 


	Name of Institution:	 	BANK OF AMERICA, N.A. (CANADA BRANCH)
 as a Confirming Lender,
	

 	
 	

by:	
 	

/s/  MEDINA SALES DE ANDRADE      
 Name: Medina Sales de Andrade

Title: Vice President
	

For any Confirming Lender that requires a second signature line:
	

 	
 	

by:	
 	

 Name:

Title:






[SIGNATURE PAGE TO CONFIRMATION RELATED TO MOLSON-COORS CREDIT AGREEMENT]


7







 


	Name of Institution:	 	BANK OF MONTREAL
 as a Confirming Lender,
	

 	
 	

by:	
 	

/s/  BRUNO JARRY      
 Name: Bruno Jarry

Title: President
	

For any Confirming Lender that requires a second signature line:
	

 	
 	

by:	
 	

 Name:

Title:






[SIGNATURE PAGE TO CONFIRMATION RELATED TO MOLSON-COORS CREDIT AGREEMENT]


8







 


	Name of Institution:	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

CHICAGO BRANCH
 as a Confirming Lender,
	

 	
 	

by:	
 	

/s/  MASAKAZU SATO      
 Name: Masakazu Sato

Title: Deputy General Manager
	

For any Confirming Lender that requires a second signature line:
	

 	
 	

by:	
 	

 Name:

Title:






[SIGNATURE PAGE TO CONFIRMATION RELATED TO MOLSON-COORS CREDIT AGREEMENT]


9







 


	Name of Institution:	 	CITIBANK N.A.
 as a Confirming Lender,
	

 	
 	

by:	
 	

/s/  ANDREW KREEGER      
 Name: Andrew Kreeger

Title: Vice President
	

For any Confirming Lender that requires a second signature line:
	

 	
 	

by:	
 	

 Name:

Title:






[SIGNATURE PAGE TO CONFIRMATION RELATED TO MOLSON-COORS CREDIT AGREEMENT]


10







 


	Name of Institution:	 	CITIBANK, N.A., CANADIAN BRANCH
 as a Confirming Lender,
	

 	
 	

by:	
 	

/s/  ROD SMITH      
 Name: Rod Smith

Title: Authorized Signer
	

For any Confirming Lender that requires a second signature line:
	

 	
 	

by:	
 	

 Name:

Title:






[SIGNATURE PAGE TO CONFIRMATION RELATED TO MOLSON-COORS CREDIT AGREEMENT]


11







 


	Name of Institution:	 	DEUTSCHE BANK AG NEW YORK BRANCH
 as a Confirming Lender,
	

 	
 	

by:	
 	

/s/  FREDERICK W. LAIRD      
 Name: Frederick W. Laird

Title: Managing Director
	

For any Confirming Lender that requires a second signature line:
	

 	
 	

by:	
 	

/s/  MING K. CHU      
 Name: Ming K. Chu

Title: Vice President






[SIGNATURE PAGE TO CONFIRMATION RELATED TO MOLSON-COORS CREDIT AGREEMENT]


12







 


	Name of Institution:	 	FORTIS CAPITAL CORP
 as a Confirming Lender,
	

 	
 	

by:	
 	

/s/  [ILLEGIBLE]      
 Name: Egens Vons Iterson [ILLEGIBLE]

Title: Vice President
	

For any Confirming Lender that requires a second signature line:
	

 	
 	

by:	
 	

/s/  STEVEN SILVERSTEIN      
 Name: Steven Silverstein

Title: Vice President






[SIGNATURE PAGE TO CONFIRMATION RELATED TO MOLSON-COORS CREDIT AGREEMENT]


13







 


	Name of Institution:	 	HSBC BANK USA, N.A.
 as a Confirming Lender,
	

 	
 	

by:	
 	

/s/  THOMAS FOLEY      
 Name: Thomas Foley

Title: Senior Vice President
	

For any Confirming Lender that requires a second signature line:
	

 	
 	

by:	
 	

 Name:

Title:






[SIGNATURE PAGE TO CONFIRMATION RELATED TO MOLSON-COORS CREDIT AGREEMENT]


14







 


	Name of Institution:	 	JP MORGAN CHASE BANK, N.A.
 as a Confirming Lender,
	

 	
 	

by:	
 	

/s/  BARBARA R. MARKS      
 Name: Barbara R. Marks

Title: Vice President
	

For any Confirming Lender that requires a second signature line:
	

 	
 	

by:	
 	

 Name:

Title:






[SIGNATURE PAGE TO CONFIRMATION RELATED TO MOLSON-COORS CREDIT AGREEMENT]


15








  



	Name of Institution:	 	LLOYDS TSB BANK PLC,
 as a Confirming Lender,
	

 	
 	

by:	
 	

/s/  MARIO DEL DUCA      
 Name: Mario Del Duca

Title: Associate Director

Corporate Banking USA D029
	

For any Confirming Lender that requires a second signature line:
	

 	
 	

by:	
 	

/s/  ANDREW J. ROBERTS      
 Name: Andrew J. Roberts

Title: Director

Corporate Banking USA R089






[SIGNATURE PAGE TO CONFIRMATION RELATED TO MOLSON-COORS CREDIT AGREEMENT]


16







 


	Name of Institution:	 	NORTHERN TRUST COMPANY
 as a Confirming Lender,
	

 	
 	

by:	
 	

/s/  JOHN P. BRAZZALE      
 Name: John P. Brazzale

Title: Senior Vice President
	

For any Confirming Lender that requires a second signature line:
	

 	
 	

by:	
 	

 Name:

Title:






[SIGNATURE PAGE TO CONFIRMATION RELATED TO MOLSON-COORS CREDIT AGREEMENT]


17







 


	Name of Institution:	 	MORGAN STANLEY SENIOR FUNDING, INC.
 as a Confirming Lender,
	

 	
 	

by:	
 	

/s/  DANIEL TWANGA      
 Name: Daniel Twanga

Title: Vice President
	

For any Confirming Lender that requires a second signature line:
	

 	
 	

by:	
 	

 Name:

Title:






[SIGNATURE PAGE TO CONFIRMATION RELATED TO MOLSON-COORS CREDIT AGREEMENT]


18







 


	 	 	Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.

"Rabobank Nederland", New York Branch
	

 	
 	

by:	
 	

/s/  PAMELA BEAL      
 Name: Pamela Beal

Title: Vice President
	

For any Confirming Lender that requires a second signature line:
	

 	
 	

by:	
 	

/s/  REBECCA O. MORROW      
 Name: Rebecca O. Morrow

Title: Executive Director






[SIGNATURE PAGE TO CONFIRMATION RELATED TO MOLSON-COORS CREDIT AGREEMENT]


19







 


	Name of Institution:	 	TORONTO DOMINION BANK    •    LTD.
 as a Confirming Lender,
	

 	
 	

by:	
 	

/s/  JAMES N. STEWART      
 Name: James N. Stewart

Title: Head of Credit Management
	

For any Confirming Lender that requires a second signature line:
	

 	
 	

by:	
 	

 Name:

Title:






[SIGNATURE PAGE TO CONFIRMATION RELATED TO MOLSON-COORS CREDIT AGREEMENT]


20







 


	Name of Institution:	 	TORONTO DOMINION (    •    ) LLC
 as a Confirming Lender,
	

 	
 	

by:	
 	

/s/  IAN MURRAY      
 Name: Ian Murray

Title: Authorized Signatory
	

For any Confirming Lender that requires a second signature line:
	

 	
 	

by:	
 	

 Name:

Title:






[SIGNATURE PAGE TO CONFIRMATION RELATED TO MOLSON-COORS CREDIT AGREEMENT]


21







 


	Name of Institution:	 	THE TORONTO-DOMINION BANK
 as a Confirming Lender,
	

 	
 	

by:	
 	

/s/  IAN MURRAY      
 Name: Ian Murray

Title: Authorized Signatory
	

For any Confirming Lender that requires a second signature line:
	

 	
 	

by:	
 	

 Name:

Title:






[SIGNATURE PAGE TO CONFIRMATION RELATED TO MOLSON-COORS CREDIT AGREEMENT]


22







 


	Name of Institution:	 	U.S. BANK NATIONAL ASSOCIATION
 as a Confirming Lender,
	

 	
 	

by:	
 	

/s/  JACOB PAYNE      
 Name: Jacob Payne

Title: Vice President
	

For any Confirming Lender that requires a second signature line:
	

 	
 	

by:	
 	

 Name:

Title:






[SIGNATURE PAGE TO CONFIRMATION RELATED TO MOLSON-COORS CREDIT AGREEMENT]


23







 


	Name of Institution:	 	[ILLEGIBLE]
 as a Confirming Lender,
	

 	
 	

by:	
 	

/s/  THOMAS M. HARPER      
 Name: Thomas M. Harper

Title: Senior Vice President
	

For any Confirming Lender that requires a second signature line:
	

 	
 	

by:	
 	

 Name:

Title:






[SIGNATURE PAGE TO CONFIRMATION RELATED TO MOLSON-COORS CREDIT AGREEMENT]


24







 


	Name of Institution:	 	WACHOVIA CAPITAL FINANCE CORPORATION (CANADA)
 as a Confirming Lender,
	

 	
 	

by:	
 	

/s/  RAYMOND EGHOBAMIEN      
 Name: Raymond Eghobamien

Title: Vice President
	

For any Confirming Lender that requires a second signature line:
	

 	
 	

by:	
 	

 Name:

Title:






[SIGNATURE PAGE TO CONFIRMATION RELATED TO MOLSON-COORS CREDIT AGREEMENT]


25







 
EXHIBIT A TO

CONFIRMATION  


Exhibit A  


 Organizational Chart — Pre Reorganization  


26







 


	Molson Coors Brewing Company	 	[MOLSON COORS LOGO]
	
Organizational Chart — Pre Reorganization	
 	

 




[GRAPHIC SHOWING COMPANY STRUCTURE]  


27







 
 EXHIBIT B TO

CONFIRMATION  


Exhibit B  


 Organizational Chart — Post Reorganization  


28







 


	Molson Coors Brewing Company	 	[MOLSON COORS LOGO]
	
Organizational Chart — Post Reorganization	
 	

 




[GRAPHIC SHOWING COMPANY STRUCTURE]  


29











QuickLinks


Exhibit 10.1