ALL INSURANCE POLICIES
FUNDING, ANY OF THE LIABILITIES SET FORTH IN SECTION 2.09(D)(VIII) BELOW;
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(XI)
ALL ROYALTY OR EQUIVALENT RIGHTS IN RESPECT OF OIL AND GAS
DEPOSITS AT THE FORT WORTH BREWERY;
(XII)
THE PUERTO RICO BRANCH OFFICE OF MBI, INC., EXCEPT TO THE EXTENT
REQUIRED TO OPERATE THE MILLER BUSINESS IN THE TERRITORY (IF ANY);
(XIII)
HOPS INVENTORY IN EXCESS OF THAT AMOUNT REQUIRED TO SUPPLY ALL OF
THE MILLER BUSINESS'S HOPS DEMANDS FOR TWO YEARS AFTER THE CLOSING DATE BASED ON
CURRENT PRODUCTION LEVELS;
(XIV)
ANY ASSETS INSIDE THE TERRITORY WHICH ARE OWNED BY A SABMILLER
GROUP COMPANY OTHER THAN A MILLER GROUP COMPANY AND USED IN CONNECTION WITH ITS
BUSINESS
OF EXPORTING BEER INTO THE TERRITORY; AND
(XV)
OFFICE EQUIPMENT OF DE MINIMIS VALUE OWNED BY SABMILLER HOLDINGS
AND USED IN CONNECTION WITH THE MILLER BUSINESS AT MILLER'S PUERTO RICO OFFICE.
(D)
THE TERM "MILLER EXCLUDED LIABILITIES" SHALL MEAN:
(I)
ALL INDEBTEDNESS FOR BORROWED MONEY (INCLUDING ANY GUARANTEES,
CREDIT SUPPORT AGREEMENTS, LETTERS OF CREDIT OR OTHER SIMILAR INSTRUMENTS WITH
RESPECT TO ANY INDEBTEDNESS FOR BORROWED MONEY OTHER THAN THOSE LIABILITIES
DESCRIBED ON SCHEDULE 2.09(B)(XV)) AND ALL CURRENCY AND INTEREST RATE
DERIVATIVES, OF THE SABMILLER GROUP COMPANIES;
(II)
ALL OF THE LIABILITIES OF AND COMPRISING THE MILLER GROUP'S
INTERNATIONAL DIVISION;
(III)
ANY LIABILITY TO PAY FEES OR COMMISSIONS TO ANY BROKER, FINDER OR
AGENT RETAINED BY ANY SABMILLER GROUP COMPANY OR ANY OF THEIR STOCKHOLDERS OR
OTHER REPRESENTATIVES WITH RESPECT TO THE CONTEMPLATED TRANSACTIONS;
(IV)
ANY LIABILITY, OBLIGATION OR COMMITMENT OF ANY SABMILLER GROUP
COMPANY, WHETHER EXPRESS OR IMPLIED, LIQUIDATED, ABSOLUTE, ACCRUED, CONTINGENT
OR OTHERWISE, WHETHER KNOWN OR UNKNOWN, TO THE EXTENT ARISING OUT OF OR RELATING
TO THE OPERATION OR CONDUCT BY ANY SABMILLER GROUP COMPANY OF ANY MILLER
EXCLUDED ASSET OR ANY BUSINESS OTHER THAN THE MILLER BUSINESS, INCLUDING ANY
LIABILITY, OBLIGATION OR COMMITMENT ARISING OUT OF THE BALL PAYMENT;
(V)
ANY LIABILITY FOR INCOME TAXES ARISING FROM THE OPERATION OF THE
MILLER BUSINESS FOR A TAXABLE PERIOD, OR THE PORTION THEREOF, ENDING ON OR
BEFORE THE CLOSING DATE ATTRIBUTABLE TO THE MILLER CONTRIBUTIONS;
(VI)
ANY LIABILITY FOR WHICH SABMILLER OR MILLER IS RESPONSIBLE
PURSUANT TO ANY TRANSACTION DOCUMENT;
(VII)
ANY LIABILITY ARISING OUT OF A PRE-CLOSING BREACH BY ANY PERSON OF
ANY MILLER ASSUMED CONTRACT;
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(VIII)
EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, ALL
LIABILITIES RELATING TO EXCLUDED MILLER EMPLOYEES INCLUDING, WITHOUT LIMITATION,
ANY LIABILITY RELATING TO EXCLUDED MILLER EMPLOYEES UNDER ANY MILLER BENEFIT
PLAN;
(IX)
ALL LIABILITIES (INCLUDING, WITHOUT LIMITATION, THE SETTLEMENT
OF) RELATING TO ANY EQUITY AWARD HELD BY A TRANSFERRING MILLER EMPLOYEE AND
GRANTED PURSUANT TO A MILLER BENEFIT PLAN OR OTHERWISE (INCLUDING, WITHOUT
LIMITATION, ANY EQUITY AWARD RELATING TO THE STOCK OF ALTRIA GROUP, INC. OR ITS
SUCCESSORS AND ANY EQUITY AWARD PREVIOUSLY RELATING TO THE STOCK OF ALTRIA
GROUP, INC. THAT WAS SUBSEQUENTLY CONVERTED INTO AN EQUITY AWARD ON THE STOCK OF
ANOTHER CORPORATE ENTITY);
(X)
ALL LIABILITIES, OBLIGATIONS AND COMMITMENTS WITH RESPECT TO