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  EXHIBIT 10.7.4    
    


        SECOND AMENDMENT dated as of September 25, 2008 (this "Amendment"), to the
Credit Agreement dated as of March 2, 2005 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among
MOLSON COORS BREWING COMPANY (the "Company"), COORS BREWING COMPANY, MOLSON CANADA 2005, MOLSON INC., MOLSON COORS CANADA INC. and COORS
BREWERS LIMITED; the LENDERS from time to time party thereto; WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent; and BANK OF MONTREAL, as Canadian Administrative Agent. 


        WHEREAS
the Company, the Administrative Agent and the Required Lenders have agreed, on the terms and subject to the conditions set forth herein, to amend the Credit Agreement as set
forth herein. 


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


        SECTION 1.  Defined Terms. Capitalized terms used and not defined herein have the meanings given them in the Credit Agreement (as
amended hereby). 


        SECTION 2.
Amendment to the Credit Agreement. Effective as of the Second Amendment Effective Date (as defined below), the Credit
Agreement is hereby amended as follows: 



	(a)
	The
definition of "Affiliate" in Section 1.01 of the Credit Agreement is amended to add at the end thereof the following new sentence: 




"Notwithstanding
the foregoing, solely for purposes of the definition of "Consolidated EBITDA", any Person shall also be deemed to be an Affiliate of the Company if the Company has the power,
directly, or indirectly through one or more intermediaries, to vote 20% or more of the equity interests of such Person having ordinary voting power."  



	(b)
	The
definition of "Consolidated EBITDA" in Section 1.01 of the Credit Agreement is amended to read in its entirety as follows: 




        "Consolidated EBITDA" means, for any period, consolidated net income of the Company and the Subsidiaries for such period plus
(a) without duplication and to the extent deducted in determining such consolidated net income, the sum of (i) Consolidated Interest Expense for such period, (ii) consolidated
income tax expense, franchise taxes and state single business unitary and similar taxes imposed in lieu of income taxes or capital taxes for such period, (iii) all amounts attributable to
depreciation and amortization (or other impairment of intangible assets) for such period, (iv) any non-cash charges and non-cash losses (including any
write-off of deferred financing costs and the effects of purchase accounting) for such period (provided, that any cash payment made with respect to any such non-cash charge or
non-cash loss shall be subtracted in computing Consolidated EBITDA during the period in which such cash payment is made), (v) any extraordinary, unusual or non-recurring
charges or losses for such period, (vi) all costs, fees and expenses during such period related to any restructuring (including, without limitation, related severance costs, retention bonuses,
relocation expenses, expenses related to the closure of facilities and similar costs and expenses), issuance of equity, recapitalization, asset disposition, acquisition or Indebtedness,
(vii) all expenses and charges which have been reimbursed by a third party, to the extent such reimbursement has not been included in consolidated net income, (viii) losses realized upon
the disposition of property (other than inventory), (ix) expenses, charges and losses associated with the sale or discontinuance of any business operation to the extent such expenses, charges
or losses are recorded at or about the time of such sale or discontinuance, (x) to the extent not included in consolidated net income, payments received from business interruption insurance or
product recalls and (xi) losses of unconsolidated Affiliates recognized under equity method accounting, minus (b) without duplication and to the extent included in determining
consolidated net income of the Company and the Subsidiaries, the sum of (i) income of unconsolidated Affiliates recognized under equity method accounting, (ii) any extraordinary, unusual
or 










nonrecurring
gains for such period and (iii) gains realized upon the disposition of property (other than inventory), all determined on a consolidated basis in accordance with GAAP, plus
(c) to the extent not otherwise included in determining consolidated net income of the Company and the Subsidiaries, cash distributions received by the Company and the Subsidiaries from
unconsolidated Affiliates. In the event that there shall have occurred any acquisition or disposition of a business or a business unit during any period for which Consolidated EBITDA is to be
determined, such determination shall be made on a pro forma basis (in accordance with Regulation S-X under the Securities Act of 1933) as if such acquisition or disposition and any
related incurrence or repayment of Indebtedness had occurred on the first day of such period." 


        SECTION 3.
Representations and Warranties. The Company represents and warrants to the Administrative Agent and the Lenders that as
of the Second Amendment Effective Date and after giving effect hereto: 



	(a)
	This
Amendment has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company,
enforceable against it in accordance with its terms.



	(b)
	As
of the Second Amendment Effective Date, after giving effect to this Amendment, no Default has occurred and is continuing.



	(c)
	After
giving effect to this Amendment, all representations and warranties of the Company contained in the Credit Agreement (as amended hereby) 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.
Effectiveness. This Amendment shall become effective as of the first date (the "Second Amendment
Effective Date") on which the Administrative Agent (or its counsel) shall have received copies hereof that, when taken together, bear the signatures of the Company and the
Required Lenders. 


        SECTION 5.  Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit,
impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent or the Lenders under the Credit Agreement, and shall not alter, modify, amend or in any way
affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and
effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically
referred to herein. As used therein, the terms "Agreement", "herein", "hereunder", "hereto", "hereof" and words of similar import shall, unless the context otherwise requires, refer to the Credit
Agreement as amended hereby. 


        SECTION 6.
Expenses. The Company agrees to reimburse the Administrative Agent for its reasonable
out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the
Administrative Agent. 


        SECTION 7.  Governing Law; Counterparts. (a) This Amendment 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.  



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









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


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

 






 



					
	 	 	MOLSON COORS BREWING COMPANY,
	

 	
 	
  By:	
 	
/s/ E. JAY WELLS






  E. Jay Wells
 Treasurer




 

  


 






 



					
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, INDIVIDUALLY AND AS ADMINISTRATIVE AGENT,
	

 	
 	
  By:	
 	
/s/ THOMAS M. HARPER






  Thomas M. Harper
 Senior Vice President




 

  




To
approve the Second Amendment: 


Name
of Lender: 

 






 



					
	ABN AMRO NV	 	 
	
 By:	
 	
/s/ JEAN TREMBSLEY






  Jean Trembsley
  Managing Director 	
 	

 




 

  




For
any Lender requiring a second signature line: 

 






 



					
	By:	 	/s/ MICHAEL R. COSTELLO






  Michael R. Costello
  Director 	 	 




 

  


 






 



					
	COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.V. "RABOBANK NEDERLAND", NEW YORK BRANCH, AS A LENDER	 	 
	
 By:	
 	
/s/ BERT CORUM






  Bert Corum
  Executive Director 	
 	

 




 

  


 






 



					
	
 By:	
 	
/s/ REBECCA O'MORROW






  Rebecca O'Morrow
  Executive Director 	
 	

 




 

 




 
  


 






 



					
	BANK OF AMERICA, N.A.	 	 
	
 By:	
 	
/s/ ROBERT J. BECKLEY






  Robert J. Beckley
  Managing Director 	
 	

 




 

  


 






 



					
	BANK OF MONTREAL	 	 
	
 By:	
 	
/s/ BRUNO JARRY






  Bruno Jarry
  Director 	
 	

 




 

  




For
any Lender requiring a second signature line: 

 






 



					
	BANK OF MONTREAL (US BRANCH)	 	 
	
 By:	
 	
/s/ DAVID L. MISTIC






  David L. Mistic
  Vice President 	
 	

 




 

  


 






 



					
	THE BANK OF TOKYO—MITSUBISHI UFJ, LTD.	 	 
	
 By:	
 	
/s/ VICTOR PIERZCHALSKI






  Victor Pierzchalski
  Authorized Signatory 	
 	

 




 

  


 






 



					
	CITIBANK N.A.	 	 
	
 By:	
 	
/s/ RICHARD M. LEVIN






  Richard M. Levin
  Vice President 	
 	

 




 

  


 






 



					
	DEUTSCHE BANK AG NEW YORK BRANCH	 	 
	
 By:	
 	
/s/ HEIDI SANDQUIST






  Heidi Sandquist
  Vice President 	
 	

 
	
 By:	
 	
/s/ MING K. CHU






  Ming K. Chu
  Vice President 	
 	

 




 

  


 






 



					
	FORTIS CAPITAL CORP	 	 
	
 By:	
 	
/s/ GILL DICKSON






  Gill Dickson
  Director 	
 	

 
	
 By:	
 	
/s/ ELAINE KAN






  Elaine Kan
  Assistant Vice President 	
 	

 




 

 




 
  


 






 



					
	HSBC BANK USA, N.A.	 	 
	
 By:	
 	
/s/ MOHAN MAHIMTURA






  Mohan Mahimtura
  Vice President 	
 	

 




 

  


 






 



					
	JPMORGAN CHASE BANK N.A.	 	 
	
 By:	
 	
/s/ LINDA A. CARPER






  Linda A. Carper
  Executive Director 	
 	

 




 

  


 






 



					
	LLOYDS TSB BANK PLC	 	 
	
 By:	
 	
/s/ DEBORAH CARLSON






  Deborah Carlson
  Director, Corporate Banking—USA 	
 	

 
	
 By:	
 	
/s/ CARLOS LOPEZ






  Carlos Lopez
  Associate Director, Corporate Banking—USA 	
 	

 




 

  


 






 



					
	MORGAN STANLEY SENIOR FUNDING, INC.	 	 
	
 By:	
 	
/s/ JANINE HAAS






  Janine Haas
  Vice President 	
 	

 




 

  


 






 



					
	THE NORTHERN TRUST COMPANY	 	 
	
 By:	
 	
/s/ BRANDON ROLEK






  Brandon Rolek
  Vice President 	
 	

 




 

  


 






 



					
	TRANSAMERICA SERVICES LTD.	 	 
	
 By:	
 	
/s/ JAMES N. STEWART






  James N. Stewart
  Regional Head of Credit Management, London 	
 	

 




 

  


 






 



					
	TORONTO DOMINION (TEXAS) LLC	 	 
	
 By:	
 	
/s/ DEBBI BRITO






  Debbi Brito
  Vice President, Corporate Administration 	
 	

 




 

  


 






 



					
	THE TORONTO DOMINION BANK	 	 
	
 By:	
 	
/s/ DEBBI BRITO






  Debbi Brito
  Vice President, Corporate Administration 	
 	

 




 

  












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EXHIBIT 10.7.4