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Exhibit 4.10  


 
 

COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P.    
    
    AGREEMENT OF LIMITED PARTNERSHIP    
    








  



 
 

COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P.    
    
    AGREEMENT OF LIMITED PARTNERSHIP    
    


TABLE OF CONTENTS  



	 
	 	 
	 	Page

	ARTICLE I	 	FORMATION OF THE LIMITED PARTNERSHIP	 	1
	 	1.1	 	Formation	 	1
	 	1.2	 	Certificate of Limited Partnership	 	1
	 	1.3	 	Business	 	1
	 	1.4	 	Principal Office	 	1
	 	1.5	 	Term	 	1
	

ARTICLE II	
 	

DEFINITIONS	
 	

2
	 	2.1	 	Affiliate	 	2
	 	2.2	 	Carrying Value	 	2
	 	2.3	 	Cash Flow	 	2
	 	2.4	 	Code	 	2
	 	2.5	 	Person	 	2
	 	2.6	 	Profit or Loss	 	2
	 	2.7	 	Sharing Ratios	 	2
	 	2.8	 	Treasury Regulations	 	2
	

ARTICLE III	
 	

CAPITAL CONTRIBUTIONS	
 	

2
	

ARTICLE IV	
 	

MANAGEMENT POWERS	
 	

3
	 	4.1	 	Limited Liability	 	3
	 	4.2	 	Management Authority	 	3
	 	4.3	 	Information Relating to the Partnership	 	3
	 	4.4	 	Tax Matters Partner	 	3
	 	4.5	 	Other Activities	 	4
	 	4.6	 	Exculpation	 	4
	

ARTICLE V	
 	

DISTRIBUTIONS TO THE PARTNERS	
 	

4
	

ARTICLE VI	
 	

ALLOCATIONS OF PROFITS AND LOSSES	
 	

5
	 	6.1	 	In General	 	5
	 	6.2	 	Sharing of Nonrecourse Liabilities	 	5
	

ARTICLE VII	
 	

ALLOCATION OF TAXABLE INCOME AND TAX LOSSES	
 	

5
	 	7.1	 	In General	 	5
	 	7.2	 	Allocation of Section 704(c) Items	 	5
	

ARTICLE VIII	
 	

ACCOUNTING AND REPORTING	
 	

5
	 	8.1	 	Books	 	5
	 	8.2	 	Capital Accounts	 	5
	 	8.3	 	Transfers During Year	 	6
	 	8.4	 	Section 754 Election	 	6
	

ARTICLE IX	
 	

TRANSFER OF PARTNERS' INTEREST	
 	

6
	 	9.1	 	Assignment	 	6
	 	9.2	 	Transfers; General	 	6
	

ARTICLE X	
 	

EVENTS OF DISSOLUTION	
 	

7
	 	10.1	 	Events of Dissolution	 	7
	 	 	 	 	 



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	 	10.2	 	Limited Partner	 	7
	 	10.3	 	Waiver of Appraisal, Valuation Rights and Partition	 	7
	

ARTICLE XI	
 	

DISSOLUTION AND TERMINATION	
 	

8
	 	11.1	 	Final Accounting	 	8
	 	11.2	 	Liquidation	 	8
	 	11.3	 	Distribution in Kind	 	8
	 	11.4	 	Waiver of Right to Court Decree of Dissolution	 	8
	

ARTICLE XII	
 	

POWER OF ATTORNEY	
 	

8
	 	12.1	 	Grant of Power	 	8
	 	12.2	 	Survival	 	9
	

ARTICLE XIV	
 	

GENERAL PROVISIONS	
 	

10
	 	14.1	 	Entire Agreement	 	10
	 	14.2	 	Amendment	 	10
	 	14.3	 	Applicable Law	 	10
	 	14.4	 	Pronouns	 	10
	 	14.5	 	Counterparts	 	10
	 	14.6	 	Additional Documents	 	10
	 	14.7	 	Written Consents	 	10




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COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P.    
    
    AGREEMENT OF LIMITED PARTNERSHIP    
    


        THIS AGREEMENT OF LIMITED PARTNERSHIP (this "Agreement") is entered into this 22nd day of December, 2000, between COORS WORLDWIDE, INC., a Colorado
corporation (the "General Partner"), and COORS BREWING COMPANY, a Colorado corporation (the "Limited Partner"). The parties are sometimes referred to herein collectively as the "Partners" and
individually as a "Partner." In consideration of the mutual promises contained herein, the parties agree as follows: 


 
 

ARTICLE I    
    
    FORMATION OF THE LIMITED PARTNERSHIP    
    



        1.1    Formation.    The parties hereby form a limited partnership under the name COORS INTERNATIONAL MARKET
DEVELOPMENT, L.L.L.P. (the "Partnership") upon the terms and conditions provided in this Agreement, subject to the provisions of the Colorado Uniform Limited Partnership Act of 1981, as amended (the
"Act"). In any case not provided for by the Act, the Partnership elects to be governed by the Colorado Uniform Partnership Act (1997) (the "UPA"). To the full extent permitted by the Act or the UPA,
this Agreement shall control as to any conflict between this Agreement and the Act or the UPA, or as to any matter provided for in this Agreement that is also provided for in the Act or the UPA. The
parties intend that the Partnership shall be taxed as a partnership. 


        1.2    Certificate of Limited Partnership.    The General Partner, acting directly or through an
attorney-in-fact, shall promptly execute a combined certificate of limited partnership (as defined in the Act) and registration statement for the Partnership as a limited
liability limited partnership under the name COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P., pursuant to section 7-64-1002, Colorado Revised Statutes, and shall cause
such combined certificate and registration statement to be filed for record in the office of the Secretary of State of the State of Colorado, and shall execute such further documents (including
amendments to the certificate and the registration statement) and take such further action as shall be appropriate or helpful to comply with the requirements of law for the formation and operation of
a
limited liability limited partnership in Colorado, the counties therein, and all other states, counties and other jurisdictions where the Partnership elects to carry on its business. 


        1.3    Business.    The business of the Partnership shall be (i) to brew, export, market and sell Coors beer
and other malt beverage products, to contract for any and all services necessary or convenient to accomplish the foregoing purposes, and to acquire any and all intellectual property and other rights
necessary or convenient to accomplish the foregoing purposes; (ii) in furtherance of the business described in clause (i), to form, invest in and hold stock or interests in corporations,
partnerships or other entities through which the Partnership elects to carry on its business; (iii) to obtain financing and refinancing to accomplish the foregoing purposes; (iv) to do
any and all other things necessary, desirable or incidental to the foregoing purposes; and (v) to transact any and all other businesses for which limited liability limited partnerships may be
formed under the Act. 


        1.4    Principal Office.    (a) The principal office of the Partnership shall be at 311 10th
Street, Golden, Colorado 80401, or at such other location in that city as the General Partner may select from time to time. 


        (b)   The
Partnership's agent for service of process shall be M. Caroline Turner. 


        1.5    Term.    The Partnership shall commence on the date that the certificate of limited partnership is filed in the
office of the Secretary of State of the State of Colorado and shall continue until terminated as provided in Article XII hereof. 







 


 
 

ARTICLE II    
    
    DEFINITIONS    
    


        The following terms shall have the following meanings: 



        2.1    Affiliate.    With respect to any Person, an "Affiliate" is a Person that controls, is controlled by or is
under common control with, such Person. 


        2.2    Carrying Value.    The initial Carrying Value of a property contributed to the Partnership by a Partner shall
be the agreed value (as determined by the General Partner and the contributing Partner) of such property. The initial Carrying Value of any other property acquired by the Partnership shall be the
adjusted basis of such property for federal income tax purposes at the time it is acquired by the Partnership. The initial Carrying Value of a property shall be reduced (but not below zero) by all
subsequent depreciation, cost recovery, and amortization deductions with respect to such property as taken into account in determining Profit and Loss. The Carrying Value of any property shall be
adjusted from time to time in accordance with section 8.2(b), and to reflect changes, additions or other adjustments to the Carrying Value as the result of dispositions, acquisitions or
improvements of Partnership properties, as determined by the General Partner. 


        2.3    Cash Flow.    The Profit or Loss for any applicable period (i) as increased by adding back any
depreciation or amortization deductions and any other noncash expenses included in computing such profit or loss, (ii) as decreased by the principal payments for that period on any Partnership
indebtedness (net of principal payments made out of refinancing proceeds), (iii) as decreased by any capital expenditures, and (iv) as increased or decreased by reductions or additions
in cash reserve accounts. 


        2.4    Code.    The Internal Revenue Code of 1986, as amended from time to time. Any reference herein to a specific
section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law. 


        2.5    Person.    Any individual, general or limited partnership, joint venture, corporation, trust, business trust or
association or any organization substantially similar to any of the foregoing. 


        2.6    Profit or Loss.    The income or loss of the Partnership as determined under general accounting principles
applicable to similar partnerships using the accrual method of accounting, but taking into account the Carrying Value of any asset for purposes of depreciation, amortization and gain or loss with
respect to the asset. 


        2.7    Sharing Ratios.    The "Sharing Ratios" of the Partners shall be 99.0% for the General Partner and 1.0% for the
Limited Partner, which amounts reflect the relative contributions of the Partners. 


        2.8    Treasury Regulations.    Regulations issued by the Department of Treasury under the Code. Any reference herein
to a specific section or sections of the Treasury Regulations shall be deemed to include a reference to any corresponding provision of future regulations under the Code. 


 
 

ARTICLE III    
    
    CAPITAL CONTRIBUTIONS    
    


        On or before January    , 2001, the General Partner shall, in return for its partnership interest, (i) assign to the Partnership all of the
General Partner's rights under the Coors IMD License Agreement between Coors Brewing Company and the General Partner, and (ii) assign to the Partnership all of the General Partner's rights
under the Importer Purchase Agreement between V. Suarez & Co., Inc. (the General Partner is the assignee of Coors Brewing Company's rights under such agreement). In return for its
partnership interest, the Limited Partner shall contribute to the Partnership in cash, on or before January      , 2001, the sum of $10,000. 


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ARTICLE IV    
    
    MANAGEMENT POWERS    
    



        4.1    Limited Liability.    The liability of the Limited Partner shall be limited as set forth in the Act. Except as
permitted by Colorado law, the Limited Partner shall take no part in the control, management, direction or operation of the affairs of the Partnership and shall have no power to bind the Partnership.
The General Partner may from time to time seek suggestions and expressions of opinion from the Limited Partner on major policy decisions, but it need not act on such advice, and at all times the sole
control and management of the Partnership shall rest with the General Partner. 



        4.2    Management Authority.    (a) The General Partner is hereby expressly authorized on behalf of the
Partnership to make all decisions with respect to the Partnership's business, to take all actions to carry out such decisions and to bind the Partnership contractually. Without limiting the generality
of the foregoing, the General Partner is authorized on behalf of the Partnership to: 



        (i)    expend
Partnership funds; 



        (ii)   borrow
money and grant security interests in the Partnership assets; 


        (iii)  employ
persons, firms or corporations for services to the Partnership; 


        (iv)  buy,
sell, encumber and otherwise deal with Partnership property (provided, however, that the Partnership may not
transfer all or substantially all of its property, either in one or a series of transactions, without prior written documentation whereby all the Partners expressly consent to and approve the
Partnership's transfer of such property); 


        (v)   compromise
and release claims of the Partnership; 


        (vi)  cause
the Partnership to guaranty obligations of others in furtherance of the business of the Partnership and otherwise to extend the credit of the Partnership; 


        (vii) enter
into nominee agreements with any person (including the General Partner so acting) to hold title to Partnership properties as nominee; and 


        (viii) make
distributions to the Partners. 




        (b)   All
documents executed on behalf of the Partnership must be signed by the General Partner, including (i) all assignments, leases, licenses, distribution
agreements and all other contracts and agreements of any type; (ii) all checks, drafts and other orders for the payment of Partnership funds; (iii) all promissory notes, mortgages, deeds
of trust, security agreements, financing statements and other similar documents; and (iv) all other instruments of any kind or nature relating to the affairs of the Partnership whether like or
unlike the foregoing. 


        4.3    Information Relating to the Partnership.    Upon request, the General Partner shall supply to the other
Partners any information requested regarding the Partnership or its activities, provided that obtaining the information is not unduly burdensome to the General Partner. During ordinary business hours,
any Partner or its authorized representative shall have access to all books, records and materials in the Partnership's offices regarding the Partnership or its activities. 


        4.4    Tax Matters Partner.    The General Partner is designated as the tax matters partner (as defined in
section 6231(a)(7) of the Code) and is authorized to represent the Partnership in connection with all examinations of the Partnership's affairs by tax authorities, including resulting
administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Notwithstanding the foregoing, the tax matters partner shall promptly
notify all Partners of the commencement of any audit, investigation or other proceeding concerning the tax treatment of Partnership tax items, shall keep all Partners adequately informed of such
proceedings, and upon the 


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request
of any Partner shall promptly take appropriate action to cause such Partner to be a "notice partner" as defined in section 6231(a)(8) of the Code. 



        4.5    Other Activities.    The General Partner shall devote such time to the business of the Partnership as necessary
for the efficient operation of the Partnership's business. 


        4.6    Exculpation.    In carrying out their duties hereunder the Partners shall not be liable to the Partnership nor
to any Partner for their good faith actions, or failure to act, nor for any errors of judgment, nor for any act or omission believed in good faith to be within the scope of authority conferred by this
Agreement, but only for willful misconduct or gross negligence in the performance of their duties under this Agreement. The Partnership shall indemnify and hold harmless each of the Partners and their
officers, directors, partners, agents, employees and Affiliates as to third parties against and from any personal loss, liability or damage incurred as a result of any act or omission of any Partner
believed in good faith to be within the scope of authority conferred by this Agreement, except for willful misconduct or gross negligence, but not in excess of the value of the net assets of the
Partnership as of the date the General Partner learns of such act or omission resulting in the personal loss, liability or damage to a third party (the "Date of Notice"). In all cases, indemnification
shall be provided only out of and to the extent of the net assets of the Partnership as of the Date of Notice, and no individual Partner shall have any personal liability whatsoever on account
thereof. In no event shall the Partnership be liable to a third party under this section 4.6 for the amount of any additional contributions made to the Partnership after the Date of Notice or
for the amount of any increase in value of any Partnership assets after the Date of Notice. Notwithstanding the foregoing, the Partnership's indemnification of the Partners and their officers,
directors, agents and employees as to a third party shall be only with respect to such loss, liability or damage that is not otherwise compensated for by insurance carried for the benefit of the
Partnership. 


 
 

ARTICLE V    
    
    DISTRIBUTIONS TO THE PARTNERS    
    



        Subject to section 11.2(a) hereof, distributions shall be made to the Partners in accordance with their Sharing Ratios at such times as the General Partner
shall determine. 


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ARTICLE VI    
    
    ALLOCATIONS OF PROFITS AND LOSSES    
    



        6.1    In General.    All profit and losses of the Partnership shall be allocated between the Partners in accordance
with their relative Sharing Ratios; provided, however, that (i) no loss shall be allocated to the Limited Partner to the extent that such loss
would cause the Limited Partner's capital account to be negative by an amount greater than the sum of the Limited Partner's shares, if any, of "partnership minimum gain" and "partner nonrecourse debt
minimum gain," as determined in accordance with sections 1.704-2(g) and 1.704-2(i), respectively, of the Treasury Regulations, and (ii) profits shall first be allocated
to the General Partner to reverse out any losses allocated to the General Partner in prior years by reason of item (i) immediately above. In addition, all provisions of this Agreement shall be
interpreted so that any allocation to be made to any Partner shall satisfy the alternate test for economic effect set forth in section 1.704-1(b)(2)(ii)(d) of the Treasury
Regulations, including (without limitation) the requirement that this Agreement contain a "qualified income offset" as required by such provision of the Treasury Regulations. 


        6.2    Sharing of Nonrecourse Liabilities.    For purposes of determining a Partner's share of nonrecourse liabilities
under Treasury Regulation § 1.752-3(a)(3), the Partner's interest in the Profits of the Partnership shall be as provided in section 6.1. 


 
 

ARTICLE VII    
    
    ALLOCATION OF TAXABLE INCOME AND TAX LOSSES    
    


        7.1    In General.    Except as provided in section 7.2, each item of income, gain, loss and deduction of the
Partnership for federal income tax purposes shall be allocated between the Partners in the same manner as such item is allocated for book purposes under Article VI. 


        7.2    Allocation of Section 704(c) Items.    The Partners recognize that with respect to property contributed
to the Partnership by a Partner and with respect to property revalued in accordance with section 8.2(b) (referred to as "Adjusted Properties"), there will be a difference between the agreed
values or Carrying Values, as the case may be, of such property at the time of contribution or revaluation, as the case may be, and the adjusted tax basis of such property at that time. All items of
tax depreciation, cost recovery, amortization and gain or loss with respect to such contributed properties and Adjusted Properties shall be allocated among the Partners to take into account the
book-tax disparities with respect to such properties in accordance with the provisions of sections 704(b) and 704(c) of the Code and the Treasury Regulations under those sections. Any gain
or loss attributable to a contributed property or an Adjusted Property (exclusive of gain or loss allocated to eliminate such book-tax disparities) shall be allocated in the same manner as
such gain or loss would be allocated for book purposes under Article VI. 


 
 

ARTICLE VIII    
    
    ACCOUNTING AND REPORTING    
    


        8.1    Books.    The General Partner shall maintain complete and accurate books of account of the Partnership's
affairs at the principal office of the Partnership. The Partnership's books shall be kept on the accrual basis of accounting and on a calendar year accounting period. 



        8.2    Capital Accounts.    (a) The General Partner shall maintain a separate capital account for each Partner
and such other Partner accounts as may be necessary or desirable to comply with the requirements of section 1.704-1(b)(2)(iv) of the Treasury Regulations. The initial capital
accounts of the Partners shall hereafter be adjusted as follows: (i) increased by the amount of all cash capital contributions and the net agreed value of all capital contributions of property
other than cash (with 


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such
net agreed value determined by the General Partner and the contributing Partner) made by such Partner to the Partnership; (ii) increased by all Partnership profits allocated to such
Partner pursuant to Article VI; (iii) decreased by all items of Partnership loss allocated to such Partner pursuant to Article VI; and (iv) decreased by the amount of all
distributions of cash and the net value of all distributions of property made to such Partner pursuant to this Agreement. 


        (b)   Prior
to the actual or deemed distribution of any Partnership property (other than cash), the capital accounts of the Partners and the Carrying Values of all Partnership
properties shall be adjusted immediately prior to such distribution upward or downward to reflect any unrealized gain or unrealized loss attributable to such Partnership property (as if such
unrealized gain or unrealized loss had been recognized upon an actual sale of each property at that time and had been allocated among the Partners pursuant to Article VI). Upon an issuance of
additional interests in the Partnership for cash or property the capital accounts of the Partners and the Carrying Values of all Partnership properties shall be adjusted immediately prior to such
issuance upwards or downwards to reflect any unrealized gain or unrealized loss with respect to each Partnership property (as if such unrealized gain or unrealized loss had been recognized upon an
actual sale of each such property immediately prior to such issuance, and had been allocated among the Partners, at such times, pursuant to Article VI). In determining such unrealized gain or
unrealized loss, the aggregate fair market value of Partnership properties as of any date of determination shall be determined by the General Partner. 


        (c)   A
transferee of a Partnership interest shall succeed to the capital account attributable to the Partnership interest transferred, except that if the transfer causes a
termination of the Partnership under section 708(b)(1)(B) of the Code, the Partnership properties shall be deemed to have been distributed in liquidation of the Partnership to the Partners
(including the transferees of the Partnership interests) and deemed recontributed by such Partners and transferees in reconstitution of the Partnership. In such event, the Carrying Values of the
Partnership properties shall be adjusted immediately prior to such deemed distribution to reflect market value (and such adjusted Carrying Value shall constitute the agreed values of such properties
for purposes of the deemed contribution to the reconstituted Partnership). The capital accounts of such reconstituted Partnership shall be maintained in accordance with the principles of this
section 8.2. 


        8.3    Transfers During Year.    The share of profits and losses under Article VI of a Partner who transfers
part or all of its interest in the Partnership during the Partnership's accounting year shall be made by a closing of the Partnership's books as of the effective time of such transfer. 


        8.4    Section 754 Election.    If requested by a Partner or the transferee of all or any portion of any
Partner's interest in the Partnership, the Partnership shall make the election provided for under section 754 of the Code. 


 
 

ARTICLE IX    
    
    TRANSFER OF PARTNERS' INTEREST    
    



        9.1    Assignment.    Neither Partner may sell, assign or otherwise transfer its interest, or any part thereof, in the
Partnership without the prior written consent of all other Partners, which consent may be granted or withheld in the sole and absolute discretion of each such other Partner. 


        9.2    Transfers; General.    (a) An assignee, legatee, distributee or transferee (by conveyance, operation of
law or otherwise) of the whole or any portion of a Limited Partner's interest in the Partnership shall have the right to be admitted as a Limited Partner in the Partnership if the transferor of the
interest grants such right and the General Partner consents to such admission. The grant or denial of a request for such consent shall be within the absolute discretion of the General Partner and the
General Partner may consent to a transfer under section 9.1 without consenting to the admission of the transferee as a limited partner under this section. An assignee of a Limited Partner who
is not 


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admitted
as a Limited Partner shall be entitled only to the distributions to which such assignee's assignor would otherwise be entitled. 



        (b)   If
a Limited Partner shall die, his executor, administrator or trustee, or, if he shall be adjudicated insane or incompetent, his committee, conservator or
representative, or if the Limited Partner shall be dissolved, merged or consolidated, its successor in interest, shall have the same rights and obligations that such Limited Partner would have had if
he had not died or had not been adjudicated insane or incompetent or had not been dissolved, merged or consolidated, except that the executor, administrator, trustee, committee, conservator,
representative or successor shall not become a substituted Limited Partner without the prior written consent of the General Partner, which consent may be granted or withheld in the sole and absolute
discretion of the General Partner. 


        (c)   No
transfer of any partnership interest otherwise permitted under this Agreement shall be effective for any purpose whatsoever until the transferee shall have assumed
the transferor's obligations to the extent of the interest transferred and shall have agreed to be bound by all the terms and conditions hereof, by written instrument, duly acknowledged, in form and
substance reasonably satisfactory to the General Partner. 


        (d)   As
conditions to his admission as a Limited Partner (i) any assignee, legatee, distributee, transferee or successor of a Limited Partner ("Assignee") shall
execute and deliver such instruments, in form and substance satisfactory to the General Partner, as the General Partner shall deem necessary or desirable to cause the Assignee to become a Limited
Partner; (ii) the General Partner shall, at its option, require an opinion from Assignee's counsel (which opinion and counsel both must be satisfactory to the General Partner) that (aa) such
assignment, transfer or other disposition would not violate any applicable governmental rule or regulation including, without limitation, any applicable federal or state securities law and (bb)
registration under applicable federal or state securities laws is not required in connection with such assignment, transfer or other disposition; and (iii) such Assignee shall pay all
reasonable expenses in connection with his admission as a Limited Partner, including but not limited to, attorney's fees and the cost of preparation and filing of any amendment of the certificate of
limited partnership necessary or desirable in connection therewith. 


 
 

ARTICLE X    
    
    EVENTS OF DISSOLUTION    
    


        10.1    Events of Dissolution.    (a) The Partnership shall continue until dissolved by (i) the
affirmative vote of all of the Partners to dissolve the Partnership or (ii) any other event causing dissolution of a limited partnership under the Act. 


        (b)   The
General Partner shall give the Partnership and the other Partners at least 90 days' prior written notice of its withdrawal, which shall be effective only as
of the end of a calendar month. 


        10.2    Limited Partner.    Except as expressly provided otherwise in this Agreement, a Limited Partner shall have no
power to withdraw from or terminate its membership in the Partnership, and the Limited Partners shall have no power to dissolve the Partnership. Upon withdrawal pursuant to the provisions of this
Agreement, a Limited Partner shall have no right to receive any value for its interest in the Partnership except as expressly provided in this Agreement. 


        10.3    Waiver of Appraisal, Valuation Rights and Partition.    In the event of the withdrawal, dissolution or
bankruptcy of any Partner, the rights of the Partner or its successors under applicable Colorado law with respect to the inventory of assets, appraisals, accounting, or sale of assets shall not apply
and are hereby expressly waived by the Partners. Each Partner expressly agrees that the provisions contained in this Agreement shall bind and control its successors, including without limitation, the
provisions applicable in the event of the withdrawal, dissolution or bankruptcy of a 


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Partner.
Each of the Partners hereby waives any and all rights, duties, obligations and benefits with respect to any action for partition of the Partnership property, or to compel any sale thereof. 


 
 

ARTICLE XI    
    
    DISSOLUTION AND TERMINATION    
    



        11.1    Final Accounting.    In case of the dissolution of the Partnership, a proper accounting shall be made from the
date of the last previous accounting to the date of dissolution. 


        11.2    Liquidation.    (a) All proceeds from liquidation shall be distributed in the following order of
priority: (i) to the payment of debts and liabilities of the Partnership and the expenses of liquidation; (ii) to the setting up of such reserves as the liquidators may reasonably deem
necessary for any contingent liabilities of the Partnership; and (iii) to the Partners in proportion to, and in payment of, their respective positive capital account balances. 


        (b)   In
the event that any Partner's capital account balance is a negative amount after all allocations to such account in accordance with Article V and distributions
in accordance with section 11.2(a), such Partner shall have no obligation to contribute any amount to the Partnership as a result of such negative capital account; provided, however, this
provision shall not override any obligations the Partners have under Article III. 


        11.3    Distribution in Kind.    If a portion of the Partnership's assets is to be distributed in kind to the
Partners, the Partnership shall obtain an independent appraisal of the fair market value of each such asset as of a date reasonably close to the date of liquidation and adjustments in the capital
accounts of the Partners shall be made as provided in section 8.2. Distribution of any assets in kind to a Partner shall be considered a distribution of an amount equal to the asset's fair
market value for purposes of section 11.2. 


        11.4    Waiver of Right to Court Decree of Dissolution.    The Partners agree that irreparable damage would be done to
the Partnership if a Partner brought an action in court to dissolve the Partnership. Care has been taken in this Agreement to provide what the parties believe are fair and just payments to be made to
a Partner whose relationship with the Partnership is terminated for any reason. Accordingly, each Partner accepts the provisions of this Agreement as its sole entitlement on termination of its
membership in the Partnership. Each Partner hereby waives and renounces its right to seek a court decree of dissolution or to seek the appointment by a court of a liquidator for the Partnership. 


 
 

ARTICLE XII    
    
    POWER OF ATTORNEY    
    



        12.1    Grant of Power.    (a) By the execution of this Agreement each Limited Partner irrevocably makes,
constitutes and appoints the General Partner (and any successor General Partner) its true and lawful attorney in its name, place and stead with the power from time to time to make, execute, swear to,
acknowledge, verify, deliver, file, record and publish any certificates or other instruments that may be required to be filed by the Partnership under the laws of Colorado or of any other state or
jurisdiction in which the Partnership transacts business or in which the General Partner deems it advisable to make, execute, swear to, acknowledge, verify, deliver, record, publish or file, including
without limitation (i) the certificate of limited partnership and all amendments thereto required by law or the provisions of this Agreement, (ii) all elections, certificates and other
instruments necessary to qualify the Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability in the states and other jurisdictions where the
Partnership may be doing business, (iii) all instruments which effect a change or modification of the Partnership in accordance with this 


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Agreement,
and (iv) all instruments necessary to effect the dissolution and termination of the Partnership. 



        (b)   The
foregoing power of attorney shall be a special power of attorney coupled with an interest in favor of the General Partner, and as such shall be irrevocable and shall
survive the death, legal incompetency, dissolution or other termination of existence of a Partner. 


        12.2    Survival.    The foregoing power of attorney shall survive the delivery of any permitted assignment or
transfer by any Partner of the whole or any portion of its interest in the Partnership, except that where an assignee of such interest has been approved by the Partners as a substituted Partner then
the foregoing power of attorney of the assignor Partner shall survive the delivery of such assignment for the sole purpose of enabling the General Partner to execute, swear to, acknowledge and file
any and all instruments necessary to effectuate such substitution and the execution of this Agreement by the substituted Partner shall constitute delivery of a power of attorney from the substituted
Partner to the General Partner in accordance with this Article XII. The power of attorney may be exercised by facsimile signature of the General Partner or by listing the Partners executing,
swearing to or acknowledging any instrument with a single signature of the General Partner, acting as attorney-in-fact for all of them. 


 
 

ARTICLE XIII    
    
    NOTICES    
    


        13.1    Method of Notices.    All notices or other communications required or permitted hereunder shall be
hand-delivered, telecopied or sent by registered or certified mail, postage prepaid, addressed as follows: 





If
to the General Partner: 



Coors
Worldwide, Inc.

c/o Coors Brewing Company

311 10th Street NH311

Golden, Colorado 80401

Attn:

Telecopy no. 




If
to the Limited Partner: 



Coors
Brewing Company

311 10th Street NH311

Golden, Colorado 80401

Attn:

Telecopy no. 







or
to such Person or address as shall be furnished in accordance with this section 13.1 by either Partner to the other. Any such notice or communication shall be effective if personally
delivered, when delivered, if telecopied, when received, or, if mailed, on the date set forth on the receipt of registered or certified mail, or on the fifth day after mailing, whichever is earlier. 


        13.2    Computation of Time.    In computing any period of time under this Agreement, the day of the act, event or
default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, Sunday or legal holiday, in
which event the period shall run until the end of the next day which is not a Saturday, Sunday or legal holiday in Denver, Colorado. 


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ARTICLE XIV    
    
    GENERAL PROVISIONS    
    



        14.1    Entire Agreement.    This Agreement embodies the entire understanding and agreement among the parties
concerning the Partnership and supersedes any and all prior negotiations, understandings or agreements in regard thereto. 


        14.2    Amendment.    This Agreement may not be amended nor may any rights hereunder be waived except by an instrument
in writing signed by the party sought to be charged with such amendment or waiver. 



        14.3    Applicable Law.    This Agreement shall be construed in accordance with and governed by the laws of the State
of Colorado without regard to principles of conflicts of laws. 


        14.4    Pronouns.    References to a Partner, including by use of a pronoun, shall be deemed to include masculine,
feminine, singular, plural, individuals, partnerships or corporations where applicable. 


        14.5    Counterparts.    This instrument may be executed in any number of counterparts each of which shall be
considered an original and all of which together shall be deemed one instrument. 


        14.6    Additional Documents.    The Partners hereto covenant and agree to execute such additional documents and to
perform additional acts as are or may become necessary or convenient to carry out the purposes of this Agreement. 


        14.7    Written Consents.    All consents or approvals required or permitted under this Agreement shall be in writing. 



        IN
WITNESS WHEREOF the parties have executed this Agreement as of the date set forth above. 



	 	 	COORS WORLDWIDE, INC.
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/  IAN B. BIRD      

	 	 	Name:	Ian B. Bird

	 	 	Title:	Assistant Secretary

	 	 	 	 
	 	 	 	 
	 	 	COORS BREWING COMPANY
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/  TIMOTHY V. WOLF      

	 	 	Name:	Timothy V. Wolf

	 	 	Title:	Senior V.P. and CFO





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QuickLinks


COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P. AGREEMENT OF LIMITED PARTNERSHIP


COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P. AGREEMENT OF LIMITED PARTNERSHIP


COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P. AGREEMENT OF LIMITED PARTNERSHIP

ARTICLE I FORMATION OF THE LIMITED PARTNERSHIP

ARTICLE II DEFINITIONS

ARTICLE III CAPITAL CONTRIBUTIONS

ARTICLE IV MANAGEMENT POWERS

ARTICLE V DISTRIBUTIONS TO THE PARTNERS


ARTICLE VI ALLOCATIONS OF PROFITS AND LOSSES

ARTICLE VII ALLOCATION OF TAXABLE INCOME AND TAX LOSSES

ARTICLE VIII ACCOUNTING AND REPORTING

ARTICLE IX TRANSFER OF PARTNERS' INTEREST

ARTICLE X EVENTS OF DISSOLUTION

ARTICLE XI DISSOLUTION AND TERMINATION

ARTICLE XII POWER OF ATTORNEY

ARTICLE XIII NOTICES

ARTICLE XIV GENERAL PROVISIONS