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EXHIBIT 10.12    
    


 
 

AMENDMENT
  dated as of June 13, 2007    




	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")





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"). 



Accordingly,
the parties agree as follows:— 


1.     Amendments  


The
Confirmation is amended, effective as of the date of this Amendment by: 


        (a)   increasing
the Number of Note Hedging Units by 75,000, from 500,000 to 575,000; and 


        (b)   increasing
the Premium Buyer will pay to Seller from USD 51,009,595 to USD 58,661,034. 


The
parties agree that no separate period will be required with respect to references to this Amendment in the Confirmation under "Miscellaneous—Rule 10b-18" and
"Miscellaneous—Regulation M". 


Except
as provided in this Amendment, all other terms and conditions of the Note Hedging Units remain the same. 


2.     Representations  


Each
party hereby repeats on the date hereof the representations made by it in the Confirmation (with references therein to the "Trade Date" deemed references to the date of this Amendment). Each
party further represents to the other party that:— 


        (a)   Status.    It is duly organized and validly existing under the laws of the jurisdiction of its organization or
incorporation and, if relevant under such laws, in good standing; 


        (b)   Powers.    It has the power to execute and deliver this Amendment and to perform its obligations under this
Amendment and has taken all necessary action to authorize such execution, delivery and performance; 


        (c)   No Violation or Conflict.    Such execution, delivery and performance do not violate or conflict with any law
applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction
binding on or affecting it or any of its assets; 


        (d)   Consents.    All governmental and other consents that are required to have been obtained by it with respect to
this Amendment have been obtained and are in full force and effect and all conditions of any such consents have been complied with; 


        (e)   Obligations Binding.    Its obligations under this Amendment constitute its legal, valid and binding
obligations, enforceable in accordance with its respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally 







 



and
subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)); and 


        (f)    Absence of Certain Events.    No Event of Default or Potential Event of Default or, to its knowledge,
Termination Event (each as defined in the ISDA 2002 Master Agreement referred to in the Confirmation) with respect to it has occurred and is continuing and no such event or circumstance would occur as
a result of its entering into or performing its obligations under this Amendment. 


3.     Opinion  


        The opinion referenced in the Confirmation under "Counterparty Representations" shall cover the Confirmation, as amended by this Amendment. 


4.     Miscellaneous  



        (a)   Entire Agreement.    The Confirmation and this Amendment constitute the entire agreement and understanding of
the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto. 


        (b)   Amendments.    No amendment, modification or waiver in respect of this Amendment will be effective unless in
writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties. 



        (c)   Counterparts.    This Amendment may be executed and delivered in counterparts (including by facsimile
transmission), each of which will be deemed an original. 


        (d)   Headings.    The headings used in this Amendment are for convenience of reference only and are not to affect
the construction of or to be taken into consideration in interpreting this Amendment. 



        (e)   Governing Law.    This Amendment will be governed by and construed in accordance with the laws of the State of
New York (without reference to choice of law doctrine). 


        (f)    Agreement Continuation.    The Confirmation, as modified herein, shall continue in full force and effect. All
references to the Confirmation in the Confirmation or any document related thereto shall for all purposes constitute references to the Confirmation as amended hereby. 



        (g)   Role of Agent.    The provisions of the Confirmation regarding the role of Deutsche's agent are incorporated by
reference herein. 


IN
WITNESS WHEREOF the parties have executed this Amendment with effect from the date specified on the first page of this Amendment. 



	DEUTSCHE BANK AG LONDON	 	MOLSON COORS BREWING COMPANY
	

By:	

/s/  LEE FRANKENFIELD      
	
 	

By:	

/s/  MICHAEL J. GANNON      

	 	Name: Lee Frankenfield	 	 	Name: Michael J. Gannon
	 	Title:	 	 	Title: Vice President and Treasurer
	

By:	

/s/  ANDREA LEUNG      
	
 	

 	

 
	 	Name: Andrea Leung	 	 	 
	 	Title:	 	 	 




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DEUTSCHE BANK SECURITIES INC.,

acting solely as Agent in connection

with this Transaction	
 	

 	

 
	

By:	

/s/  LEE FRANKENFIELD      
	
 	

 	

 
	 	Name: Lee Frankenfield	 	 	 
	 	Title:	 	 	 
	

By:	

/s/  ANDREA LEUNG      
	
 	

 	

 
	 	Name: Andrea Leung	 	 	 
	 	Title:	 	 	 




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EXHIBIT 10.12

AMENDMENT dated as of June 13, 2007