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  EXHIBIT 10.7.6    
    


        THIRD AMENDMENT dated as of July 9, 2010 (this "Amendment"), to the Credit Agreement dated as of March 2, 2005 (as
heretofore amended, supplemented or otherwise modified, 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; WELLS FARGO 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 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 Third Amendment Effective Date (as defined below), Section 2.05(c) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows: 


        "Expiration
Date. Each Letter of Credit shall, except as provided below in this paragraph, expire at or prior to the close of business on the earlier of (i) the date one year
after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal or extension) and (ii) the date that is five Business
Days prior to the Maturity Date. Any Letter of
Credit may provide by its terms that it may be extended for additional successive one-year periods under customary "evergreen" provisions on terms reasonably acceptable to the applicable
Issuing Bank; provided that, except as provided below in this paragraph, no Letter of Credit may be extended automatically or otherwise beyond the date that is five Business Days prior to the Maturity
Date. Notwithstanding the foregoing, any Issuing Bank in respect of any outstanding Letter of Credit may extend the date of expiration of such Letter of Credit to a date after the date that is five
Business Days prior to the Maturity Date on such terms and subject to such conditions as may be agreed to between such Issuing Bank, the Company and the applicable Borrower, and any agreement made by
the Company or the applicable Borrower to induce an Issuing Bank so to extend the date of expiration of any Letter of Credit (i) shall be set forth in a notice delivered by the Company to the
Administrative Agent promptly after the extension of the date of expiration of such Letter of Credit and (ii) shall for all purposes of this Agreement be deemed to be a covenant contained in
Article VI hereof. Each Issuing Bank, by extending the date of expiration of any Letter of Credit beyond the Maturity Date, will be deemed to have agreed that no Lender shall have any
obligation under Section 2.05(d) in respect of any LC Disbursement resulting from a drawing made under such Letter of Credit after the Maturity Date." 



        SECTION 3.
Representations and Warranties. The Company hereby represents and warrants to the Administrative Agent and the Lenders as follows: 



	(a)
	This
Amendment has been duly authorized, executed and delivered by the Company and the Credit Agreement, as amended hereby, constitutes a legal, valid and
binding obligation of the Company and each other Borrower, enforceable against the Company and each Borrower in accordance with its terms.



	(b)
	As
of the Third 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 "Third 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 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 by their authorized officers as of the date first above written. 

 






 



					
	 	 	MOLSON COORS BREWING COMPANY,
	

 	
 	
  By:	
 	
/s/ JULIO RAMIREZ






  Julio Ramirez
 VP & Treasurer




 

  


 






 



					
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, INDIVIDUALLY AND AS ADMINISTRATIVE AGENT,
	

 	
 	
  By:	
 	
/s/ STEVE ANDERSON






  Steve Anderson
 Executive Vice President




 

 




 
  




To
approve the Third Amendment: 


Name
of Lender: 

 






 



					
	BANK OF AMERICA, N.A.	 	 
	
 By:	
 	
/s/ JOHN H. SCHMIDT






  John H. Schmidt
  Vice President 	
 	

 




 

  


 






 



					
	BANK OF MONTREAL	 	 
	
 By:	
 	
/s/ ROBERT H. WOLOHAN






  Robert H. Wolohan
  Vice President 	
 	

 




 

  


 






 



					
	CITIBANK, N.A.	 	 
	
 By:	
 	
/s/ MUNIRA MUSADEK






  Munira Musadek
  Vice President 	
 	

 




 

  


 






 



					
	COOPERATIVE CENTRALE RAIFFEISEN-BOERENLEENBANK, B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH,	 	 
	
 By:	
 	
/s/ PAMELA BEAL






  Pamela Beal
  Executive Director 	
 	

 
	
 By:	
 	
/s/ REBECCA O. MORROW






  Rebecca O. Morrow
  Executive Director 	
 	

 




 

  


 






 



					
	DEUTSCHE BANK AG CANADA BRANCH	 	 
	
 By:	
 	
/s/ ROD O'HARA






  Rod O'Hara
  Director 	
 	

 
	
 By:	
 	
/s/ MARCELLUS LEUNG






  Marcellus Leung
  Assistant Vice President 	
 	

 




 

 




 
  


 






 



					
	DEUTSCHE BANK AG NEW YORK BRANCH	 	 
	
 By:	
 	
/s/ FREDERICK W. LAIRD






  Frederick W. Laird
  Managing Director 	
 	

 
	
 By:	
 	
/s/ HEIDI SANDQUIST






  Heidi Sandquist
  Director 	
 	

 




 

  


 






 



					
	HSBC BANK USA, NATIONAL ASSOCIATION	 	 
	
 By:	
 	
/s/ JASON FUQUA






  Jason Fuqua
  Vice President 	
 	

 




 

  


 






 



					
	JPMORGAN CHASE BANK, N.A.	 	 
	
 By:	
 	
/s/ TONY YUNG






  Tony Yung
  Vice President 	
 	

 




 

  


 






 



					
	LLOYDS TSB BANK PLC	 	 
	
 By:	
 	
/s/ DEBORAH CARLSON






  Deborah Carlson
  SVP 	
 	

 
	
 By:	
 	
/s/ ROBERT V. BOTSCHKA






  Robert V. Botschka
  Senior Vice President 	
 	

 




 

  


 






 



					
	MORGAN STANLEY BANK, N.A.	 	 
	
 By:	
 	
/s/ RYAN VETSCH






  Ryan Vetsch
  Authorized Signatory 	
 	

 




 

  


 






 



					
	THE NORTHERN TRUST COMPANY	 	 
	
 By:	
 	
/s/ MORGAN A. LYONS






  Morgan A. Lyons
  Vice President 	
 	

 




 

  


 






 



					
	THE ROYAL BANK OF SCOTLAND PLC	 	 
	
 By:	
 	
/s/ WILLIAM MCGINTY






  William McGinty
  Senior Vice President 	
 	

 




 

 




 
  


 






 



					
	U.S. BANK N.A.	 	 
	
 By:	
 	
/s/ JEFF BENEDIX






  Jeff Benedix
  Assistant Vice President 	
 	

 




 

  


 






 



					
	BANK OF MONTREAL	 	 
	
 By:	
 	
/s/ ROBERT H. WOLOHAN






  Robert H. Wolohan
  Vice President 	
 	

 




 

  


 






 



					
	JPMORGAN CHASE BANK, N.A.	 	 
	
 By:	
 	
/s/ TONY YUNG






  Tony Yung
  Vice President 	
 	

 




 

  


 






 



					
	TORONTO DOMINION (TEXAS) LLC	 	 
	
 By:	
 	
/s/ JACKIE BARRETT






  Jackie Barrett
  Authorized Signatory 	
 	

 




 

  


 






 



					
	WELLS FARGO BANK, N.A.	 	 
	
 By:	
 	
/s/ STEVE ANDERSON






  Steve Anderson
  Executive Vice President 	
 	

 




 

  












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EXHIBIT 10.7.6