ANY GOVERNMENTAL AUTHORITY IN A JURISDICTION IN
WHICH ANY CBC GROUP COMPANY AND, TO CBC'S KNOWLEDGE, ANY COORS JOINT VENTURE
DOES NOT FILE A TAX RETURN THAT ANY CBC GROUP COMPANY OR, TO CBC'S KNOWLEDGE,
ANY COORS JOINT VENTURE IS OR MAY BE SUBJECT TO TAXATION BY SUCH JURISDICTION
WITH RESPECT TO THE COORS BUSINESS.
(IV)
NO CBC GROUP COMPANY (A) HAS BEEN SINCE 1990 A
MEMBER OF ANY OTHER AFFILIATED GROUP FILING A CONSOLIDATED UNITED STATES FEDERAL
INCOME TAX RETURN (EXCEPT ANY AFFILIATED GROUP OF WHICH MCBC IS THE COMMON
PARENT) OR (B) HAS ANY LIABILITY FOR THE TAXES OF ANY PERSON UNDER TREASURY
REGULATIONS SECTION 1.1502-6 (OR ANY SIMILAR PROVISION OF STATE, LOCAL, OR
FOREIGN LAW), AS A TRANSFEREE OR SUCCESSOR, BY CONTRACT, OR OTHERWISE.
NO CBC
GROUP COMPANY IS A PARTY TO OR BOUND BY ANY TAX ALLOCATION OR SHARING AGREEMENT.
(V)
CBC HAS PROVIDED TO MILLER TRUE AND COMPLETE
COPIES OF ALL PRIVATE LETTER RULINGS, TECHNICAL ADVICE MEMORANDA OR RULINGS FROM
A TAXING AUTHORITY WITH RESPECT TO THE COORS BUSINESS THAT HAVE BEEN ISSUED TO
OR RECEIVED BY ANY CBC GROUP COMPANY SINCE JANUARY 1, 2005.
(VI)
NO CBC GROUP COMPANY NOR, TO CBC'S KNOWLEDGE,
ANY COORS JOINT VENTURE HAS ENTERED INTO, OR OTHERWISE PARTICIPATED (DIRECTLY OR
INDIRECTLY) IN, ANY "LISTED TRANSACTION" WITHIN THE MEANING OF
SECTION 1.6011-4(B) OF THE TREASURY REGULATIONS.
(VII)
SCHEDULE 4.01(R) LISTS EACH CBC GROUP COMPANY OR
OTHER PERSON WHICH IS A MOLSON COORS CONTRIBUTION FOR WHICH AN ELECTION HAS BEEN
MADE PURSUANT TO SECTION 7701 OF THE CODE AND THE TREASURY REGULATIONS
THEREUNDER TO BE TREATED OTHER THAN ITS DEFAULT CLASSIFICATION FOR U.S. FEDERAL
INCOME TAX PURPOSES.
EXCEPT AS DISCLOSED ON SUCH SCHEDULE, EACH CBC GROUP
COMPANY OR OTHER PERSON WILL BE CLASSIFIED FOR U.S. FEDERAL INCOME TAX PURPOSES
ACCORDING TO ITS DEFAULT CLASSIFICATION.
46
(S)
EMPLOYEE BENEFIT PLANS.
(I)
SCHEDULE 4.01(S) CONTAINS A COMPLETE AND
ACCURATE LIST OF EACH EMPLOYEE BENEFIT PLAN THAT A MOLSON COORS GROUP COMPANY
MAINTAINS, ADMINISTERS OR CONTRIBUTES TO ON BEHALF OF ANY TRANSFERRING CBC
EMPLOYEE OR WITH RESPECT TO WHICH A MOLSON COORS GROUP COMPANY HAS ANY
OBLIGATION OR LIABILITY RELATED TO OR WITH RESPECT TO ANY TRANSFERRING CBC
EMPLOYEE (THE "CBC BENEFIT PLANS"). COMPLETE AND ACCURATE COPIES OF (A) EACH CBC
BENEFIT PLAN WHICH HAS BEEN REDUCED TO WRITING, (B) WRITTEN SUMMARIES OF THE
MATERIAL TERMS OF EACH UNWRITTEN CBC BENEFIT PLAN, (C) EACH RELATED TRUST
AGREEMENT, INSURANCE OR GROUP ANNUITY CONTRACT (AND OTHER FUNDING VEHICLES),
MOST RECENT SUMMARY PLAN DESCRIPTIONS, MOST RECENT SUMMARIES OF MATERIAL
MODIFICATIONS, (D) ALL ANNUAL REPORTS FILED ON THE APPLICABLE FORM 5500 FOR THE
THREE YEARS PRIOR TO THE DATE OF THIS AGREEMENT (TOGETHER WITH ALL ATTACHMENTS
AND FINANCIAL STATEMENTS THERETO), AND (E) ANY MATERIAL NOTICES, LETTERS OR
OTHER CORRESPONDENCE WITH ANY GOVERNMENTAL AUTHORITY IN RESPECT OF ANY CBC
BENEFIT PLAN, HAVE BEEN PROVIDED OR MADE AVAILABLE TO SABMILLER.
(II)
EXCEPT AS SET FORTH ON SCHEDULE 4.01(S),
(A) EACH CBC BENEFIT PLAN HAS BEEN, SINCE THE DATE THAT