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Exhibit 10.2    
    



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"). 




        A.    Reference
is made to the Credit Agreement dated as of March 2, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time
party thereto, the Administrative Agent and Bank of Montreal, as Canadian Administrative Agent. 



        B.    Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Subsidiary Guarantee
Agreement referred to therein. 


        C.    The
Guarantors have entered into the Subsidiary Guarantee Agreement in order to induce the Lenders to make Loans and accept and purchase B/As upon the terms and subject
to the conditions set forth in the Credit Agreement. Section 21 of the Subsidiary Guarantee Agreement provides that additional Subsidiaries of the Company may become Guarantors under the
Subsidiary Guarantee Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the "New Subsidiary")
is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Subsidiary Guarantee Agreement in order to induce the Lenders to make
additional Loans and accept and purchase additional B/As and as consideration for Loans previously made and B/As previously accepted and purchased. 




Accordingly,
the Administrative Agent and the New Subsidiary agree as follows: 





        SECTION 1.
In accordance with Section 21 of the Subsidiary Guarantee Agreement, the New Subsidiary by its signature below becomes a Guarantor under the Subsidiary
Guarantee Agreement with the same force and effect as if originally named therein as a Guarantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the
Subsidiary Guarantee Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true
and correct in all material respects on and as of the date hereof. Each reference to a "Guarantor" in the Subsidiary Guarantee Agreement shall be deemed to include the New Subsidiary. The
Subsidiary Guarantee Agreement is hereby incorporated herein by reference. 


        SECTION 2.
The New Subsidiary represents and warrants to the Administrative Agent and the Lenders that this Supplement has been duly authorized, executed and delivered by
it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 


        SECTION 3.
This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all
of which when taken together 


1







 



shall
constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the
signatures of the New Subsidiary and the Administrative Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a
manually signed counterpart of this Supplement. 


        SECTION 4.
Except as expressly supplemented hereby, the Subsidiary Guarantee Agreement shall remain in full force and effect. 


        SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


        SECTION 6.
In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood
that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall
endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the
invalid, illegal or unenforceable provisions. 


        SECTION 7.
All communications and notices hereunder shall be in writing and given as provided in Section 8 of the Subsidiary Guarantee Agreement. All communications and
notices hereunder to the New Subsidiary shall be given to it at the address set forth under its signature below. 


        SECTION 8.
The New Subsidiary agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this
Supplement, including the reasonable fees, other charges and out-of-pocket disbursements of counsel for the Administrative Agent. 


        IN
WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly executed this Supplement to the Subsidiary Guarantee Agreement as of the day and year first
above written. 



	

 	
 	

CBC HOLDCO, INC., a Colorado corporation
	

 	
 	

by:	
 	

/s/  MICHAEL J. GANNON      
 Name: Michael J. Gannon

Title: President
	

 	
 	

WACHOVIA BANK, NATIONAL

ASSOCIATION, as Administrative Agent,
	

 	
 	

by:	
 	

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

Title: Senior Vice President






2







 

        SUPPLEMENT
NO.   2   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"). 




        A.    Reference
is made to the Credit Agreement dated as of March 2, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time
party thereto, the Administrative Agent and Bank of Montreal, as Canadian Administrative Agent. 


        B.    Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Subsidiary Guarantee
Agreement referred to therein. 


        C.    The
Guarantors have entered into the Subsidiary Guarantee Agreement in order to induce the Lenders to make Loans and accept and purchase B/As upon the terms and subject
to the conditions set forth in the Credit Agreement. Section 21 of the Subsidiary Guarantee Agreement provides that additional Subsidiaries of the Company may become Guarantors under the
Subsidiary Guarantee Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the "New Subsidiary")
is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Subsidiary Guarantee Agreement in order to induce the Lenders to make
additional Loans and accept and purchase additional B/As and as consideration for Loans previously made and B/As previously accepted and purchased. 



Accordingly,
the Administrative Agent and the New Subsidiary agree as follows: 




        SECTION 1.
In accordance with Section 21 of the Subsidiary Guarantee Agreement, the New Subsidiary by its signature below becomes a Guarantor under the Subsidiary
Guarantee Agreement with the same force and effect as if originally named therein as a Guarantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the
Subsidiary Guarantee Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true
and correct in all material respects on and as of the date hereof. Each reference to a "Guarantor" in the Subsidiary Guarantee Agreement shall be deemed to include the New Subsidiary. The
Subsidiary Guarantee Agreement is hereby incorporated herein by reference. 



        SECTION 2.
The New Subsidiary represents and warrants to the Administrative Agent and the Lenders that this Supplement has been duly authorized, executed and delivered by
it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 


        SECTION 3.
This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when
taken together, bear the 


3







 



signatures
of the New Subsidiary and the Administrative Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a
manually signed counterpart of this Supplement. 


        SECTION 4.
Except as expressly supplemented hereby, the Subsidiary Guarantee Agreement shall remain in full force and effect. 



        SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


        SECTION 6.
In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 


        SECTION 7.
All communications and notices hereunder shall be in writing and given as provided in Section 8 of the Subsidiary Guarantee Agreement. All communications and
notices hereunder to the New Subsidiary shall be given to it at the address set forth under its signature below. 


        SECTION 8.
The New Subsidiary agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this
Supplement, including the reasonable fees, other charges and out-of-pocket disbursements of counsel for the Administrative Agent. 



        IN
WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly executed this Supplement to the Subsidiary Guarantee Agreement as of the day and year first
above written. 



	

 	
 	

COORS INTERNATIONAL HOLDCO, ULC a

Nova Scotia unlimited company
	

 	
 	

by:	
 	

/s/  KELLY L. BROWN      	
 	

/s/  LORI A. BALL      
	 	 	 	 	

	 	 	 	 	Name: Kelly L. Brown

Title: Secretary	 	Lori A. Ball

Assistant Secretary
	

 	
 	

WACHOVIA BANK, NATIONAL

ASSOCIATION, as Administrative Agent,
	

 	
 	

by:	
 	

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

Title: Senior Vice President






4







 

        SUPPLEMENT
NO.   3   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"). 




        A.    Reference
is made to the Credit Agreement dated as of March 2, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time
party thereto, the Administrative Agent and Bank of Montreal, as Canadian Administrative Agent. 


        B.    Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Subsidiary Guarantee
Agreement referred to therein. 


        C.    The
Guarantors have entered into the Subsidiary Guarantee Agreement in order to induce the Lenders to make Loans and accept and purchase B/As upon the terms and subject
to the conditions set forth in the Credit Agreement. Section 21 of the Subsidiary Guarantee Agreement provides that additional Subsidiaries of the Company may become Guarantors under the
Subsidiary Guarantee Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the "New Subsidiary")
is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Subsidiary Guarantee Agreement in order to induce the Lenders to make
additional Loans and accept and purchase additional B/As and as consideration for Loans previously made and B/As previously accepted and purchased. 




Accordingly,
the Administrative Agent and the New Subsidiary agree as follows: 





        SECTION 1.
In accordance with Section 21 of the Subsidiary Guarantee Agreement, the New Subsidiary by its signature below becomes a Guarantor under the Subsidiary
Guarantee Agreement with the same force and effect as if originally named therein as a Guarantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the
Subsidiary Guarantee Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true
and correct in all material respects on and as of the date hereof. Each reference to a "Guarantor" in the Subsidiary Guarantee Agreement shall be deemed to include the New Subsidiary. The
Subsidiary Guarantee Agreement is hereby incorporated herein by reference. 



        SECTION 2.
The New Subsidiary represents and warrants to the Administrative Agent and the Lenders that this Supplement has been duly authorized, executed and delivered by
it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 


        SECTION 3.
This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when
taken together, bear the 


5







 



signatures
of the New Subsidiary and the Administrative Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a
manually signed counterpart of this Supplement. 


        SECTION 4.
Except as expressly supplemented hereby, the Subsidiary Guarantee Agreement shall remain in full force and effect. 



        SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


        SECTION 6.
In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 


        SECTION 7.
All communications and notices hereunder shall be in writing and given as provided in Section 8 of the Subsidiary Guarantee Agreement. All communications and
notices hereunder to the New Subsidiary shall be given to it at the address set forth under its signature below. 


        SECTION 8.
The New Subsidiary agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this
Supplement, including the reasonable fees, other charges and out-of-pocket disbursements of counsel for the Administrative Agent. 



        IN
WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly executed this Supplement to the Subsidiary Guarantee Agreement as of the day and year first
above written. 



	

 	
 	

MCBC INTERNATIONAL HOLDCO, INC., a

Colorado Corporation
	

 	
 	

by:	
 	

/s/  MICHAEL J. GANNON      
 Name: Michael J. Gannon

Title: President
	

 	
 	

WACHOVIA BANK, NATIONAL

ASSOCIATION, as Administrative Agent,
	

 	
 	

by:	
 	

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

Title: Senior Vice President






6







 

        SUPPLEMENT
NO.   4   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"). 




        A.    Reference
is made to the Credit Agreement dated as of March 2, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time
party thereto, the Administrative Agent and Bank of Montreal, as Canadian Administrative Agent. 


        B.    Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Subsidiary Guarantee
Agreement referred to therein. 


        C.    The
Guarantors have entered into the Subsidiary Guarantee Agreement in order to induce the Lenders to make Loans and accept and purchase B/As upon the terms and subject
to the conditions set forth in the Credit Agreement. Section 21 of the Subsidiary Guarantee Agreement provides that additional Subsidiaries of the Company may become Guarantors under the
Subsidiary Guarantee Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the "New Subsidiary")
is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Subsidiary Guarantee Agreement in order to induce the Lenders to make
additional Loans and accept and purchase additional B/As and as consideration for Loans previously made and B/As previously accepted and purchased. 



Accordingly,
the Administrative Agent and the New Subsidiary agree as follows: 




        SECTION 1.
In accordance with Section 21 of the Subsidiary Guarantee Agreement, the New Subsidiary by its signature below becomes a Guarantor under the Subsidiary
Guarantee Agreement with the same force and effect as if originally named therein as a Guarantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the
Subsidiary Guarantee Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true
and correct in all material respects on and as of the date hereof. Each reference to a "Guarantor" in the Subsidiary Guarantee Agreement shall be deemed to include the New Subsidiary. The
Subsidiary Guarantee Agreement is hereby incorporated herein by reference. 



        SECTION 2.
The New Subsidiary represents and warrants to the Administrative Agent and the Lenders that this Supplement has been duly authorized, executed and delivered by
it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 


        SECTION 3.
This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when
taken together, bear the 


7







 



signatures
of the New Subsidiary and the Administrative Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a
manually signed counterpart of this Supplement. 


        SECTION 4.
Except as expressly supplemented hereby, the Subsidiary Guarantee Agreement shall remain in full force and effect. 



        SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


        SECTION 6.
In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 


        SECTION 7.
All communications and notices hereunder shall be in writing and given as provided in Section 8 of the Subsidiary Guarantee Agreement. All communications and
notices hereunder to the New Subsidiary shall be given to it at the address set forth under its signature below. 


        SECTION 8.
The New Subsidiary agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this
Supplement, including the reasonable fees, other charges and out-of-pocket disbursements of counsel for the Administrative Agent. 



        IN
WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly executed this Supplement to the Subsidiary Guarantee Agreement as of the day and year first
above written. 



	

 	
 	

MOLSON COORS CALLCO ULC, a Nova Scotia

unlimited company
	

 	
 	

by:	
 	

/s/  MICHAEL J. GANNON      
 Name: Michael J. Gannon

Title: Treasurer
	

 	
 	

WACHOVIA BANK, NATIONAL

ASSOCIATION, as Administrative Agent,
	

 	
 	

by:	
 	

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

Title: Senior Vice President






8







 

        SUPPLEMENT
NO.   5   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"). 




        A.    Reference
is made to the Credit Agreement dated as of March 2, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time
party thereto, the Administrative Agent and Bank of Montreal, as Canadian Administrative Agent. 


        B.    Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Subsidiary Guarantee
Agreement referred to therein. 


        C.    The
Guarantors have entered into the Subsidiary Guarantee Agreement in order to induce the Lenders to make Loans and accept and purchase B/As upon the terms and subject
to the conditions set forth in the Credit Agreement. Section 21 of the Subsidiary Guarantee Agreement provides that additional Subsidiaries of the Company may become Guarantors under the
Subsidiary Guarantee Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the "New Subsidiary")
is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Subsidiary Guarantee Agreement in order to induce the Lenders to make
additional Loans and accept and purchase additional B/As and as consideration for Loans previously made and B/As previously accepted and purchased. 




Accordingly,
the Administrative Agent and the New Subsidiary agree as follows: 





        SECTION 1.
In accordance with Section 21 of the Subsidiary Guarantee Agreement, the New Subsidiary by its signature below becomes a Guarantor under the Subsidiary
Guarantee Agreement with the same force and effect as if originally named therein as a Guarantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the
Subsidiary Guarantee Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true
and correct in all material respects on and as of the date hereof. Each reference to a "Guarantor" in the Subsidiary Guarantee Agreement shall be deemed to include the New Subsidiary. The
Subsidiary Guarantee Agreement is hereby incorporated herein by reference. 



        SECTION 2.
The New Subsidiary represents and warrants to the Administrative Agent and the Lenders that this Supplement has been duly authorized, executed and delivered by
it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 


        SECTION 3.
This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when
taken together, bear the 


9







 



signatures
of the New Subsidiary and the Administrative Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a
manually signed counterpart of this Supplement. 


        SECTION 4.
Except as expressly supplemented hereby, the Subsidiary Guarantee Agreement shall remain in full force and effect. 



        SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


        SECTION 6.
In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 


        SECTION 7.
All communications and notices hereunder shall be in writing and given as provided in Section 8 of the Subsidiary Guarantee Agreement. All communications and
notices hereunder to the New Subsidiary shall be given to it at the address set forth under its signature below. 


        SECTION 8.
The New Subsidiary agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this
Supplement, including the reasonable fees, other charges and out-of-pocket disbursements of counsel for the Administrative Agent. 



        IN
WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly executed this Supplement to the Subsidiary Guarantee Agreement as of the day and year first
above written. 



	

 	
 	

COORS INTERNATIONAL HOLDCO, ULC a

Nova Scotia unlimited company
	

 	
 	

by:	
 	

/s/  KELLY L. BROWN      	
 	

/s/  LORI A. BALL      
	 	 	 	 	

	 	 	 	 	Name: Kelly L. Brown

Title: Secretary	 	Lori A. Ball

Assistant Secretary
	

 	
 	

WACHOVIA BANK, NATIONAL

ASSOCIATION, as Administrative Agent,
	

 	
 	

by:	
 	

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

Title: Senior Vice President






10







 

        SUPPLEMENT
NO.   6   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"). 


        A.    Reference
is made to the Credit Agreement dated as of March 2, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among the Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the Lenders from time to time
party thereto, the Administrative Agent and Bank of Montreal, as Canadian Administrative Agent. 


        B.    Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Subsidiary Guarantee
Agreement referred to therein. 


        C.    The
Guarantors have entered into the Subsidiary Guarantee Agreement in order to induce the Lenders to make Loans and accept and purchase B/As upon the terms and subject
to the conditions set forth in the Credit Agreement. Section 21 of the Subsidiary Guarantee Agreement provides that additional Subsidiaries of the Company may become Guarantors under the
Subsidiary Guarantee Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the "New Subsidiary")
is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Subsidiary Guarantee Agreement in order to induce the Lenders to make
additional Loans and accept and purchase additional B/As and as consideration for Loans previously made and B/As previously accepted and purchased. 



Accordingly,
the Administrative Agent and the New Subsidiary agree as follows: 




        SECTION 1.
In accordance with Section 21 of the Subsidiary Guarantee Agreement, the New Subsidiary by its signature below becomes a Guarantor under the Subsidiary
Guarantee Agreement with the same force and effect as if originally named therein as a Guarantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the
Subsidiary Guarantee Agreement applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Guarantor thereunder are true
and correct in all material respects on and as of the date hereof. Each reference to a "Guarantor" in the Subsidiary Guarantee Agreement shall be deemed to include the New Subsidiary. The
Subsidiary Guarantee Agreement is hereby incorporated herein by reference. 



        SECTION 2.
The New Subsidiary represents and warrants to the Administrative Agent and the Lenders that this Supplement has been duly authorized, executed and delivered by
it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 


        SECTION 3.
This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received counterparts of this Supplement that, when
taken together, bear the 


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signatures
of the New Subsidiary and the Administrative Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a
manually signed counter part of this Supplement. 


        SECTION 4.
Except as expressly supplemented hereby, the Subsidiary Guarantee Agreement shall remain in full force and effect. 



        SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


        SECTION 6.
In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a
particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace
the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 


        SECTION 7.
All communications and notices hereunder shall be in writing and given as provided in Section 8 of the Subsidiary Guarantee Agreement. All communications and
notices hereunder to the New Subsidiary shall be given to it at the address set forth under its signature below. 


        SECTION 8.
The New Subsidiary agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this
Supplement, including the reasonable fees, other charges and out-of-pocket disbursements of counsel for the Administrative Agent. 



        IN
WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly executed this Supplement to the Subsidiary Guarantee Agreement as of the day and year first above
written. 



	

 	
 	

MOLSON COORS INTERNATIONAL L.P., a

Delaware limited partnership
	

 	
 	

 	
 	

By: MOLSON COORS BREWING

COMPANY, its General Partner
	

 	
 	

by:	
 	

/s/  MICHAEL J. GANNON      
 Name: Michael J. Gannon

Title: Vice President
	

 	
 	

WACHOVIA BANK, NATIONAL

ASSOCIATION, as Administrative Agent,
	

 	
 	

by:	
 	

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

Title: Senior Vice President






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Exhibit 10.2