claims it may have against the Dealer with respect
to any breach or alleged breach of fiduciary duty.
[Signatures Commence on the Following Page]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and year first above written.
ISSUER:
MOLSON COORS BREWING COMPANY
By:
Name: Michael J. Rumley
Title: Vice President Treasurer
GUARANTORS:
CBC HOLDCO 2 LLC
CBC HOLDCO 3, INC.
CBC HOLDCO LLC
COORS BREWING COMPANY
MC HOLDING COMPANY LLC
MILLERCOORS HOLDINGS LLC
MOLSON COORS HOLDCO INC.
NEWCO3, INC.
MILLERCOORS LLC
By:
Name: Michael Rumley
Title: Vice President, Treasurer
COORS INTERNATIONAL HOLDCO 2, ULC
MOLSON CANADA 2005
MOLSON COORS CALLCO ULC
MOLSON COORS INTERNATIONAL GENERAL, ULC
By:
Name: Michael Rumley
Title: Treasurer
MOLSON COORS INTERNATIONAL LP
By:
MOLSON COORS INTERNATIONAL
GENERAL, ULC, Its General Partner
By:
Name: Michael Rumley
Title: Treasurer
[Signature Page to [INSERT BANK] Dealer Agreement]
JACOB LEINENKUGEL BREWING CO., LLC
By:
Name: Gregory Tierney
Title: Treasurer
[Signature Page to [INSERT BANK] Dealer Agreement]
[INSERT BANK],
as Dealer
By:
Name:
Title:
By:
Name:
Title:
[Signature Page to [INSERT BANK] Dealer Agreement]
Addendum
The following additional clauses shall apply to the Agreement and be deemed a
part thereof.
1.
The other dealers referred to in clause (b) of Section 1.2 of the Agreement are:
[INSERT BANK]
2.
The addresses of the respective parties for purposes of notices under
Section 7.1 are as follows:
For the Issuer:
Address:
Molson Coors Brewing Company
1801 California Street, Suite 4600
Denver, Colorado 80202
Attention:
Chief Legal Officer
Fax number:
(303) 927-2416
For the Dealer:
Address:
[·]
Attention:
[·]
Telephone number:
[·]
Fax number:
[·]
Exhibit A
Form of Legend for Private Placement Memorandum and Notes
THE NOTES AND THE GUARANTEE THEREOF HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY OTHER APPLICABLE
SECURITIES LAW, AND OFFERS AND SALES THEREOF MAY BE MADE ONLY IN COMPLIANCE WITH
AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS. BY ITS ACCEPTANCE OF A NOTE, THE PURCHASER
WILL BE DEEMED TO REPRESENT THAT (I) IT HAS BEEN AFFORDED AN OPPORTUNITY TO
INVESTIGATE MATTERS RELATING TO THE ISSUER, THE GUARANTORS, THE NOTES AND THE
GUARANTEE, (II) IT IS NOT ACQUIRING SUCH NOTE WITH A VIEW TO ANY DISTRIBUTION
THEREOF AND (III) IT IS EITHER (A) AN INSTITUTIONAL INVESTOR THAT IS (1) AN
ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(a) UNDER THE ACT (AN
"INSTITUTIONAL ACCREDITED INVESTOR") AND (2) EITHER (i) PURCHASING NOTES FOR ITS
OWN ACCOUNT, (ii) A BANK (AS DEFINED IN SECTION 3(a)(2) OF THE ACT) OR A SAVINGS
AND LOAN ASSOCIATION OR OTHER INSTITUTION (AS DEFINED IN SECTION 3(a)(5)(A) OF
THE ACT) ACTING IN ITS INDIVIDUAL OR FIDUCIARY CAPACITY OR (iii) A FIDUCIARY OR
AGENT (OTHER THAN SUCH A BANK, SAVINGS AND LOAN ASSOCIATION OR OTHER SUCH
INSTITUTION) PURCHASING NOTES FOR ONE OR MORE ACCOUNTS EACH OF WHICH ACCOUNTS IS
SUCH AN INSTITUTIONAL ACCREDITED INVESTOR; OR (B)