the occurrence of either of the events specified in
Section 2.4(a), the Issuer shall promptly make available to the Trustee a
reasonable supply of certificated Series A Notes in definitive, fully registered
form without interest coupons.
EXHIBIT A
to
APPENDIX
[FORM OF FACE OF SERIES A NOTE]
[Global Securities Legend]
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
CDS CLEARING AND DEPOSITORY SERVICES INC. ("CDS") TO MOLSON COORS
INTERNATIONAL LP (THE "ISSUER") OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED
IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST
IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION
OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS
CERTIFICATE.
[Regulation S Legend]
THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALL Y ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT
OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE
SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT.
[Private Placement Legend]
UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE SECURITIES
REPRESENTED HEREBY SHALL NOT BE TRADED ON OR BEFORE THE DATE THAT IS FOUR 4
MONTHS AND A DAY AFTER THE LATER OF (I) [INSERT THE DISTRIBUTION DATE] AND
(II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY CANADIAN PROVINCE OR
TERRITORY.
CUSIP No. U60901AAO
ISIN No. CA U60901AA01
No. R-001
Cdn.$ $500,000,000
3.95% Series A Notes due October 6, 2017
Molson Coors International LP, a Delaware limited partnership promises
to pay to CDS & CO., or registered assigns, the principal sum of up to
Cdn.$500,000,000 on October 6, 2017 as more particularly specified on the
Schedule of Increases or Decreases in Global Security, attached hereto.
Interest Payment Dates: April 6 and October 6, commencing April 6, 2011.
Record Dates: April 1 and October 1.
Additional provisions of this Security are set forth below.
Additional provisions of this Security are set forth on the attached
"Terms of Notes".
Dated: October 6, 2010
MOLSON COORS INTERNATIONAL LP, by
its General Partner, Molson Coors International
General ULC
By:
Name:
Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee, certifies that this
is one