WHICH ARE OWNED BY A MOLSON COORS
GROUP COMPANY OTHER THAN A CBC GROUP COMPANY AND USED IN CONNECTION WITH ITS
BUSINESS OF EXPORTING BEER INTO THE TERRITORY.
(D)
THE TERM "MOLSON COORS 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
19
2.08(B)(XV)), AND ALL CURRENCY AND INTEREST RATE DERIVATIVES, OF THE MOLSON
COORS GROUP COMPANIES;
(II)
ANY LIABILITY TO PAY FEES OR COMMISSIONS TO ANY BROKER, FINDER OR
AGENT RETAINED BY ANY MOLSON COORS GROUP COMPANY OR ANY OF THEIR STOCKHOLDERS OR
OTHER REPRESENTATIVES WITH RESPECT TO THE CONTEMPLATED TRANSACTIONS;
(III)
ANY LIABILITY, OBLIGATION OR COMMITMENT OF ANY MOLSON COORS 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 MOLSON COORS GROUP COMPANY OF ANY MOLSON
COORS EXCLUDED ASSET OR ANY BUSINESS OTHER THAN THE COORS BUSINESS, INCLUDING
ANY LIABILITY, OBLIGATION OR COMMITMENT ON SCHEDULE 2.08(D)(III);
(IV)
ANY LIABILITY FOR INCOME TAXES ARISING FROM THE OPERATION OF THE
COORS BUSINESS FOR A TAXABLE PERIOD, OR THE PORTION THEREOF, ENDING ON OR BEFORE
THE CLOSING DATE ATTRIBUTABLE TO THE MOLSON COORS CONTRIBUTIONS;
(V)
ANY LIABILITY FOR WHICH MCBC OR CBC IS RESPONSIBLE PURSUANT TO ANY
TRANSACTION DOCUMENT;
(VI)
ANY LIABILITY ARISING OUT OF A PRE-CLOSING BREACH BY ANY PERSON OF
ANY MOLSON COORS ASSUMED CONTRACT;
(VII)
EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, ALL
LIABILITIES RELATING TO EXCLUDED CBC EMPLOYEES, INCLUDING, WITHOUT LIMITATION,
ANY LIABILITY RELATING TO EXCLUDED CBC EMPLOYEES UNDER ANY CBC BENEFIT PLAN;
(VIII)
ALL LIABILITIES (INCLUDING, WITHOUT LIMITATION, THE SETTLEMENT OF)
RELATING TO ANY EQUITY AWARD HELD BY A TRANSFERRING CBC EMPLOYEE AND GRANTED
PURSUANT TO A CBC BENEFIT PLAN;
(IX)
ALL LIABILITIES, OBLIGATIONS AND COMMITMENTS WITH RESPECT TO
(I) ANY TRANSACTION BONUS, STAY BONUS, RETENTION BONUS OR SIMILAR BONUS AND
(II) ANY CHANGE IN CONTROL PAYMENT OR ANY SIMILAR PAYMENT, BENEFIT OR OBLIGATION
(A "CIC PAYMENT"), IN RESPECT OF THE CBC EMPLOYEE GROUP, PAYABLE PURSUANT TO ANY
PLAN, AGREEMENT OR ARRANGEMENT IN EFFECT AS OF THE CLOSING DATE (INCLUDING,
WITHOUT LIMITATION, ANY SUCH BONUS OR CIC PAYMENT SET FORTH ON SCHEDULE
4.01(S) IN RESPONSE TO SECTION 4.01(S)(VIII)), REGARDLESS OF WHEN SUCH BONUS OR
SUCH CIC PAYMENT IS PAYABLE, UNLESS SUCH BONUS OR SUCH CIC PAYMENT HAS BEEN
AGREED IN WRITING BY THE PARTIES TO BE CONTRIBUTED TO THE COMPANY; PROVIDED
THAT, WITH RESPECT TO ANY CIC PAYMENT TO BE PAID TO A TRANSFERRING CBC EMPLOYEE
SET FORTH ON SCHEDULE 2.08(D)(IX) AS A RESULT OF A TERMINATION OF SUCH EMPLOYEE,
IF ANY, ONLY THAT PORTION OF SUCH CIC PAYMENT THAT EXCEEDS THE SEVERANCE
BENEFIT, IF ANY, TO WHICH SUCH TRANSFERRING CBC EMPLOYEE WOULD HAVE OTHERWISE
BEEN ENTITLED IN THE EVENT SUCH TRANSFERRING CBC EMPLOYEE'S EMPLOYMENT HAD BEEN
TERMINATED IN THE SAME TERMINATION