Exhibit
10.3


EXECUTION
VERSION


REAFFIRMATION AGREEMENT dated as of August 31,
2006 (as amended, supplemented
or otherwise modified from time to
time, this “Agreement”), among the BORROWERS listed on the signature pages hereto, the GUARANTORS listed
on the signature pages hereto
(and, together with the Borrowers party hereto, the “Reaffirming Parties”), and Wachovia
Bank, N.A., as administrative
agent for the Lenders under the Credit Agreement referred to below (in such capacity, the “Administrative Agent”).


WHEREAS the Borrowers, the
Lenders, the Administrative Agent and the  Canadian Administrative Agent have entered into the First Amendment
dated as of August 31, 2006 (the
“First Amendment”) to the Credit Agreement dated as of March 2, 2005 (the “Credit Agreement”), among
the Borrowers (as defined therein), the Lenders (as defined therein), the Administrative Agent and the Canadian
Administrative Agent (as defined
therein) and, on the terms and subject to the conditions set forth therein,
have agreed to amend the Credit
Agreement as set forth in the First Amendment.


WHEREAS each of the
Reaffirming Parties is party to one or more of the Loan Documents.


WHEREAS each Reaffirming
Party expects to realize, or has realized,  substantial direct and indirect benefits as a
result of the First Amendment becoming effective.


WHEREAS the execution and
delivery of this Agreement is a condition precedent to the effectiveness of the
First Amendment.


NOW, THEREFORE, in
consideration of the foregoing and for other good  and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


SECTION 1. Defined Terms.
Capitalized terms used and not defined  herein have the meanings given to them in the Credit Agreement and in
the Subsidiary Guarantee
Agreement dated March 2, 2005 (the “Subsidiary Guarantee Agreement”).


SECTION 2. Reaffirmation.
Each of the Reaffirming Parties hereby (a)  consents to the First Amendment and the
transactions contemplated thereby and (b) confirms its guarantees, to the extent set forth in the Subsidiary
Guarantee Agreement and its
other respective obligations, as applicable, under each of the Loan Documents
to the extent it is party, and
agrees that, notwithstanding the effectiveness of the First Amendment, such guarantees and other
obligations shall continue to be in full force and effect and shall accrue to the benefit of the
Lenders, the Issuing Banks, the Canadian Administrative Agent and the Administrative Agent. Each of the
Reaffirming Parties further
agrees to take any action that may be required or that is reasonably requested
by the Administrative Agent to
effect the purposes of the Loan Documents and hereby reaffirms its obligations under each similar
provision of each Loan Document to the extent it is party.









 



SECTION 3. Representations
and Warranties. Each Reaffirming Party hereby represents and warrants to
the Administrative Agent that:


(a) This Agreement has been
duly authorized, executed and delivered by  each Reaffirming Party in such capacity as
set forth on the signature pages hereto, and this Agreement constitutes each Reaffirming Party’s 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, and, in the case of obligations of UK
Borrowing Subsidiaries and UK
Guarantors, the time barring of claims under the Limitations Acts and the possibility that an undertaking to
avoid liability for or indemnify a person against non-payment of the UK stamp duty may be void.


(b) No Default has occurred
or is continuing.


(c) All representations and
warranties of each Reaffirming Party contained  in the Loan Documents are true and correct in
all material respects on and as of the date hereof (except with respect to representations and warranties expressly
made only as of an earlier date,
which representations were true and correct in all material respects as of such
earlier date).


SECTION 4. Notices.
All notices hereunder shall be given in accordance  with Section 10.01 of the Credit Agreement; provided
that, for this purpose, the address of each Reaffirming Party shall be the one specified for the Company
under the Credit Agreement.


SECTION 5. Effectiveness.
This Agreement shall become effective on  the date when (a) copies hereof which, when taken together, bear the
signatures of each of the Reaffirming
Parties shall have been received by the Administrative Agent and (b) the First Amendment has become effective
in accordance with its terms. This Agreement
may not be amended nor may any provision hereof be waived except pursuant to a
writing signed by each of the parties hereto. This Agreement shall constitute a
Loan Document.


SECTION 6. No Novation.
Nothing contained in this Agreement or in  the First Amendment shall be construed as a substitution, novation or
extinguishment of the
obligations under the Loan Documents. Nothing contained in this Agreement or in
the First Amendment shall be construed as a release or other discharge of any
Loan Party from any of its
obligations under the Loan Documents. No amendments to any Loan Document are intended hereby. Each provision
of the Loan Documents is ratified and affirmed in all respects and shall continue to be in full force and
effect, except to the extent modified by the First Amendment.


SECTION 7. Governing Law:
Counterparts. (a) This Agreement and the  rights and obligations of the parties hereto
shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.



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(b) This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts, and all
of such counterparts taken together shall be deemed to constitute one and the
same instrument. This Agreement may be delivered by facsimile or other
electronic imaging means of the relevant executed signature pages hereof.


SECTION 8. Headings. The headings of this
Agreement are for purposes of reference only and shall not limit or otherwise
affect the meaning thereof.



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IN WITNESS WHEREOF, the
parties hereto have caused this Reaffirmation Agreement to be duly executed and
delivered by their duly authorized officers as of the day and year first above
written.


	
  

  	
  MOLSON COORS BREWING

  
	
   

  	
  COMPANY,

  
	
   

  	
  as Borrower,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/ Michael J. Gannon

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Michael J.
  Gannon

  
	
   

  	
   

  	
   

  	
  Title:   Vice President and

  
	
   

  	
   

  	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COORS BREWING
  COMPANY,

  
	
   

  	
  as Borrower and
  as Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/ Michael J. Gannon

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Michael J.
  Gannon

  
	
   

  	
   

  	
   

  	
  Title:   Vice President and

  
	
   

  	
   

  	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MOLSON CANADA
  2005,

  
	
   

  	
  as Borrower and
  as Canadian Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/ Timothy E. Scully

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Timothy E. Scully

  
	
   

  	
   

  	
   

  	
  Title:   Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/ Kelly L. Brown

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Kelly L. Brown

  
	
   

  	
   

  	
   

  	
  Title:   Vice President & General

  Counsel

  



 



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  MOLSON INC.,

  
	
   

  	
  as Borrower and as Canadian Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/ Timothy E. Scully

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Timothy E. Scully

  
	
   

  	
   

  	
   

  	
  Title:   Chief Financial Officer

  



 


	
  

  	
   

  	
  by

  	
  /s/ Kelly L. Brown

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Kelly L. Brown

  
	
   

  	
   

  	
   

  	
  Title:   Secretary

  



 


	
  

  	
  MOLSON COORS CANADA INC.,

  
	
   

  	
  as Borrower and as Canadian Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/ Timothy E. Scully

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Timothy E. Scully

  
	
   

  	
   

  	
   

  	
  Title:   Director

  



 


	
  

  	
   

  	
  by

  	
  /s/ Kelly L. Brown

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Kelly L. Brown

  
	
   

  	
   

  	
   

  	
  Title:   Secretary

  



 


	
  

  	
  Executed and
  Delivered as a Deed by:

  
	
   

  	
   

  
	
   

  	
  COORS BREWERS
  LTD., (Company Number 26018)

  
	
   

  	
  as Borrower and
  as UK Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/ S. Glendinning

  	
   

  
	
   

  	
   

  	
   

  	
  Name: S. Glendinning

  
	
   

  	
   

  	
   

  	
  Title:   Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/ K. Donald

  	
   

  
	
   

  	
   

  	
   

  	
  Name: K. Donald

  
	
   

  	
   

  	
   

  	
  Title:   Director

  



 



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  MOLSON COORS CAPITAL FINANCE

  ULC,

  
	
   

  	
  as Company Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/ Timothy E. Scully

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Timothy E. Scully

  
	
   

  	
   

  	
   

  	
  Title:   Director

  



 


	
  

  	
  COORS INTERCONTINENTAL, INC.,

  
	
   

  	
  as Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/ Nirmalya Chatterjee

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Nirmalya Chatterjee

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  



 


	
  

  	
  COORS BREWING COMPANY

  INTERNATIONAL, INC.,

  
	
   

  	
  as Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/ Michael J. Gannon

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Michael J. Gannon

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  



 


	
  

  	
  COORS WORLDWIDE, INC.,

  
	
   

  	
  as Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/ Michael J. Gannon

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Michael J. Gannon

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  



 



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  COORS DISTRIBUTING COMPANY,

  
	
   

  	
  as Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/ Michael J. Gannon

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Michael J. Gannon

  
	
   

  	
   

  	
   

  	
  Title:   Treasurer

  



 


	
  

  	
  COORS GLOBAL PROPERTIES, INC.,

  
	
   

  	
  as Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/ Patti L. Zenk

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patti L. Zenk

  
	
   

  	
   

  	
   

  	
  Title:   President

  



 


	
  

  	
  COORS INTERNATIONAL MARKET

  DEVELOPMENT, L.L.L.P.,

  
	
   

  	
  as Guarantor,

  
	
   

  	
   

  
	
   

  	
   

  	
  by: Coors Global
  Properties, Inc.,

  	
   

  
	
   

  	
   

  	
  its General
  Partner,

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/ Patti L. Zenk

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Patti L. Zenk

  
	
   

  	
   

  	
   

  	
  Title:   President

  



 



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  Executed and
  Delivered as a Deed by

  
	
   

  	
   

  
	
   

  	
  COORS HOLDINGS
  LIMITED, as UK

  Guarantor (Company Number 25675)

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/ S. Glendinning

  	
   

  
	
   

  	
   

  	
   

  	
  Name: S. Glendinning

  
	
   

  	
   

  	
   

  	
  Title:   Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/ K. Donald

  	
   

  
	
   

  	
   

  	
   

  	
  Name: K. Donald

  
	
   

  	
   

  	
   

  	
  Title:   Director

  






 


	
  

  	
  Executed and
  Delivered as a Deed by

  
	
   

  	
   

  
	
   

  	
  GOLDEN
  ACQUISITION, as UK

  
	
   

  	
  Guarantor
  (Company Number 4320707)

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/ S.
  Glendinning

  	
   

  
	
   

  	
   

  	
   

  	
  Name: S. Glendinning

  
	
   

  	
   

  	
   

  	
  Title:   Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/ K. Donald

  	
   

  
	
   

  	
   

  	
   

  	
  Name: K. Donald

  
	
   

  	
   

  	
   

  	
  Title: Director

  



 



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  WACHOVIA BANK, NATIONAL

  ASSOCIATION,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  	
  by

  	
  /s/ Thomas M. Harper

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Thomas M. Harper

  
	
   

  	
   

  	
   

  	
  Title:   Senior Vice President

  



 



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