Amendment No. 1 (to the April 3, 2012 Credit Agreement)



 Exhibit 10.3 
 EXECUTION VERSION 
 AMENDMENT NO. 1

 AMENDMENT NO. 1 (this “Amendment”) dated as of April 23, 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 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 satisfaction of the conditions precedent specified in
Section 4 hereof, 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 following definition shall be amended to read in its entirety as follows: 
 “Index
Debt” means senior, unsecured, long-term indebtedness for borrowed money of the Company that is (i) not guaranteed by any Person that does not guarantee all the Obligations under this Agreement and (ii) not benefited by any other
credit enhancement. For purposes of determining a rating provided by Moody’s, to the extent that the Company does not otherwise have an “Index Debt” rating from Moody’s, “Index Debt” shall include the
senior, unsecured, long-term indebtedness for borrowed money of Coors Brewing Company that is (i) not guaranteed by any Person that does not guarantee all the Obligations under this Agreement and (ii) not benefited by any other credit
enhancement. 
 2.03. Commitments. Section 2.01(a) of the Credit Agreement is hereby amended by inserting the
following sentence at the end thereof: 
 “Notwithstanding anything else herein to the contrary, the parties hereto agree
that no Canadian Borrowing Subsidiary shall be permitted to borrow a Global Tranche Loan denominated in Canadian Dollars bearing interest at the Canadian Base Rate.” 
 2.04. Interest Elections and Contract Periods. Section 2.07(d) of the Credit Agreement is hereby amended by amending clause (ii) thereof to read in its entirety as follows: 

AMENDMENT NO. 1 







 “(ii) in the case of any B/A Drawing, unless such B/A Drawing is repaid as provided
herein, such Borrower shall be deemed to have selected a Contract Period of 30 days’ duration”. 
 2.05. Increase
of Commitments. The proviso to the first sentence of Section 2.08(d) of the Credit Agreement and the proviso to the second sentence of Section 2.08(e) of the Credit Agreement are each hereby amended by replacing the respective
references therein to “$100,000,000” with “$250,000,000”. 
 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 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. 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. 
 [Signature
Pages Follow.] 
 AMENDMENT NO. 1 TO 2012 REVOLVING
CREDIT FACILITY 

  
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 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: Vice President, Taxation and Treasurer
	
	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
	
	MOLSON COORS BREWING COMPANY (UK) LIMITED
		
	By	 	/s/ S. Albion
		 	  

		 	Name: S. Albion
		 	Title: Legal Director


 AMENDMENT NO. 1 TO 2012 REVOLVING
CREDIT FACILITY 







 
			
	 ADMINISTRATIVE AGENT:
  

DEUTSCHE BANK AG NEW YORK BRANCH,
 as
Administrative Agent

		
	By:	 	/s/ Heidi Sandquist


 
			
	Name:	 	Heidi Sandquist


 
			
	Title:	 	Director


 
			
		
	By:	 	/s/ Ming K. Chu


 
			
	Name:	 	Ming K. Chu


 
			
	Title:	 	Vice President


 AMENDMENT NO. 1 TO 2012 REVOLVING
CREDIT FACILITY 
  







 
			
	LENDERS:
	
	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
	
	MORGAN STANLEY BANK, N.A.
		
	By	 	/s/ Lisa Kopff
		 	Name: Lisa Kopff
		 	Title: Authorized Signatory


 AMENDMENT NO. 1 TO 2012 REVOLVING
CREDIT FACILITY 







 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/ S. Albion
	Name:	 	S. 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 Legal Officer
	
	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
	
	MOLSON COORS INTERNATIONAL LP
		
	By	 	/s/ Julio O. Ramirez
	Name:	 	Julio O. Ramirez
	Title:	 	Vice President, Taxation and Treasurer
	
	COORS BREWING COMPANY
		
	By	 	/s/ Julio O. Razirez
	Name:	 	Julio O. Razirez
	Title:	 	Vice President – Taxation and Treasurer
	
	CBC HOLDCO LLC
		
	By	 	/s/ Julio O. Ramirez
	Name:	 	Julio O. Ramirez
	Title:	 	Vice President – Taxation and Treasurer

 AMENDMENT NO. 1 TO 2012 REVOLVING
CREDIT FACILITY 








			
	CBC HOLDCO 2 LLC
		
	By	 	/s/ Julio O. Ramirez
	Name:	 	Julio O. Ramirez
	Title:	 	Vice President – Taxation and Treasure
	
	MC HOLDING COMPANY LLC
		
	By	 	/s/ Julio O. Ramirez
	Name:	 	Julio O. Ramirez
	Title:	 	Vice President – 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
		
	By	 	/s/ Kelly L. Brown
	Name:	 	Kelly L. Brown
	Title:	 	Chief Legal Officer
	
	MOLSON COORS HOLDINGS LIMITED
		
	By	 	/s/ S. Albion
	Name:	 	S. Albion
	Title:	 	Legal Director

 AMENDMENT NO. 1 TO 2012 REVOLVING
CREDIT FACILITY 








			
	GOLDEN ACQUISITION
		
	By	 	/s/ S. Albion
	 Name:
 Title:
	 	 S. Albion
 Legal
Director


  

			
	NEWCO3, INC.
		
	By	 	/s/ Julio O. Ramirez
	 Name:
 Title:
	 	 Julio O. Ramirez

Treasurer


 AMENDMENT NO. 1 TO 2012 REVOLVING
CREDIT FACILITY