QuickLinks
 -- Click here to rapidly navigate through this document









































 Exhibit 10.1  


 
 

AMENDMENT NO. 1 TO JOINT VENTURE AGREEMENT    
    


        This Amendment No. 1 to Joint Venture Agreement ("Amendment No. 1")
amends the Joint Venture Agreement, dated as of December 20, 2007, by and among Molson Coors Brewing Company, Coors Brewing Company, SABMiller plc, Miller Brewing Company and (upon its
execution of a joinder to the Joint Venture Agreement) MillerCoors LLC (the "Joint Venture Agreement"). Terms used herein and not otherwise
defined herein have the meanings set forth in the Joint Venture Agreement. 


        The
parties hereby agree to amend the Joint Venture Agreement as follows: 



	1.
	Section 1.01(b)
of the Joint Venture Agreement is amended by adding the following reference: 



"Interim
Operating Agreement 2.02"  



	2.
	Section 2.01
of the Joint Venture Agreement is hereby amended to read in its entirety as follows: 





"Organization of the Company. On or prior to the Closing Date, the Shareholders shall cause the Company to be formed as a Delaware limited liability
company by filing a certificate of formation with the Secretary of State of the State of Delaware in the form agreed by the Shareholders and by their execution of the Interim Operating Agreement.
After the formation of the Company and on or prior to the Closing Date, the Shareholders shall cause the Company to execute a joinder to this Agreement as a Party hereto in the form agreed by the
Shareholders (the "Joinder")."  



	3.
	Section 2.02
of the Joint Venture Agreement is hereby amended to read in its entirety as follows: 





"Operating Agreement. Concurrently with the formation of the Company, the Shareholders shall execute and deliver a limited liability company operating
agreement to be agreed upon by the Shareholders and which shall govern the affairs of the Company and the conduct of the Company's business until such agreement is replaced by the Operating Agreement
on the Closing Date (the "Interim Operating Agreement"). On the Closing Date, the Shareholders shall execute and deliver the amended and restated
limited liability company operating agreement governing the affairs of the Company and the conduct of the Company's business substantially in the form attached hereto as  Attachment I (the "Operating Agreement")."  



	4.
	Section 2.04
of the Joint Venture Agreement is hereby amended to read in its entirety as follows: 





"Shareholders. Upon the formation of the Company, the Company shall have authorized capital consisting of 1,000,000 Shares, consisting of 840,000
Class A Shares and 160,000 Class B Shares, and no preferred shares. Upon the formation of the Company, Miller was issued 16 Class B Shares, while Miller and CBC were each issued
42 Class A Shares. At the Closing, the Company will issue 159,984 Class B Shares to Miller and 419,958 Class A Shares to each of Miller and CBC so that, immediately after the
Closing, Miller will own all 160,000 Class B Shares, while Miller and CBC will each own 420,000 Class A Shares. Miller's 160,000 Class B Shares and 420,000 Class A Shares
are collectively referred to herein as the "Miller Interests," and CBC's 420,000 Class A Shares are referred to herein as the
"CBC Interests." As set forth more fully in the Operating Agreement, the Class B Shares and the Class A Shares will have the same rights
and preferences in all respects except that the Class B Shares shall not have voting rights or privileges." 









 



	5.
	Section 2.07
of the Joint Venture Agreement is hereby amended to read in its entirety as follows: 




"Term. The term of the Company shall be perpetual unless earlier terminated in accordance with the provisions of the Interim Operating Agreement or the
Operating Agreement."  



	6.
	Section 2.10(i)
of the Joint Venture Agreement is hereby amended to read in its entirety as follows: 





"No
payment by Miller or CBC to the Company pursuant to this Section 2.10 shall entitle either Miller or CBC to any additional interest in the
Company by virtue thereof beyond the Miller Interests and the CBC Interests issued to them, respectively, pursuant to this Agreement, the Interim Operating Agreement and the Operating Agreement." 



	7.
	Section 3.01(a)
of the Joint Venture Agreement is hereby amended to read in its entirety as follows: 





"MCBC
and CBC shall make and shall cause their respective Subsidiaries to make the Molson Coors Contributions in exchange for the issue of the CBC Interests to CBC (less the Shares issued to CBC on
the formation of the Company pursuant to the Interim Operating Agreement);"  



	8.
	Section 3.01(a)
of the Joint Venture Agreement is hereby amended to read in its entirety as follows: 





"Miller
shall make, and SABMiller and Miller shall cause the Miller Group Companies to make, the Miller Contributions in exchange for the issue of the Miller Interests to Miller (less the Shares
issued to Miller on the formation of the Company pursuant to the Interim Operating Agreement); and" 





        This
Amendment No. 1 shall be governed by and construed and take effect in accordance with the Laws of the State of Delaware, without giving effect to any choice of law or
conflict of laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. 


        This
Amendment No. 1 may be signed in any number of counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. This Amendment No. 1 shall become effective when each Party shall have received counterparts hereof signed by the other Parties. 


2







 

        IN
WITNESS WHEREOF, the Parties have executed and delivered this Amendment No. 1 as of the 4th day of April, 2008. 



					
	

 	
 	

MOLSON COORS BREWING COMPANY
	

 	
 	

By:	
 	

/s/ SAMUEL D. WALKER









	 	 	Name:	 	Samuel D. Walker
	 	 	Title:	 	Chief Legal Officer and Secretary
	

 	
 	

COORS BREWING COMPANY
	

 	
 	

By:	
 	

/s/ SAMUEL D. WALKER








	 	 	Name:	 	Samuel D. Walker
	 	 	Title:	 	Director
	

 	
 	

SABMILLER PLC
	

 	
 	

By:	
 	

/s/ JOHN DAVIDSON









	 	 	Name:	 	John Davidson
	 	 	Title:	 	General Counsel and Company Secretary
	

 	
 	

MILLER BREWING COMPANY
	

 	
 	

By:	
 	

/s/ MICHAEL T. JONES








	 	 	Name:	 	Michael T. Jones
	 	 	Title:	 	Senior Vice President—General Counsel and Secretary





3











QuickLinks


AMENDMENT NO. 1 TO JOINT VENTURE AGREEMENT