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TABLE OF CONTENTS
As filed with the United States Securities and Exchange Commission on June 11, 2007.
Registration No. 333-            

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

FORM S-3
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MOLSON COORS BREWING COMPANY*
 (Exact name of registrant as specified in its charter)
*(and certain subsidiaries identified as co-registrants in the Table of Co-Registrants appearing below)

Delaware
(State or other jurisdiction of
incorporation or organization)	 	84-0178360
(I.R.S. Employer
Identification Number)	

1225 17th Street
Denver, Colorado 80202
(303) 279-6565
1555 Notre Dame Street East
Montréal, Québec, Canada H2L 2R5
(514) 521-1786
 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)	

Samuel D. Walker, Esq.
Global Chief Legal Officer
1225 17th Street
Denver, Colorado 80202
(303) 279-6565
 (Name, address, including zip code, and telephone number, including area code, of registrant's agent for service)	

 Copies to:	
Richard M. Russo, Esq.
Gibson, Dunn & Crutcher LLP
1801 California Street, Suite 4200
Denver, CO 80202
(303) 298-5700	 	Leslie N. Silverman, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
(212) 225-2000	

Approximate Date of Commencement of Proposed Sale to the Public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.     o
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.     ý
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.     ý
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.     o

CALCULATION OF REGISTRATION FEE

Title of each class of
securities to be registered	 	Amount to
be registered	 	Proposed maximum
offering price
per unit	 	Proposed maximum
aggregate
offering price	 	Amount of
registration fee	
	
Convertible Senior Notes	 	$575,000,000 (1)(2)	 	100%	 	$575,000,000 (1)(2)	 	$17,653 (3)	
	
Class B common stock, par value $0.01 per share	 	— (4)	 	— (4)	 	— (4)	 	— (5)	
	
Convertible Senior Note Guarantees (6)	 	—	 	—	 	—	 	— (7)	
	
Total	 	$575,000,000 (1)(2)	 	100%	 	$575,000,000 (1)(2)	 	$17,653 (3)	
	
(1)
Equals the aggregate principal amount of Convertible Senior Notes to be registered hereunder. These amounts are estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended.
(2)
Includes $75,000,000 in aggregate principal amount of Convertible Senior Notes that may be offered and sold by the underwriters pursuant to the exercise in full of their option to cover over-allotments.
(3)
Calculated pursuant to Rule 457(o) under the Securities Act.
(4)
The settlement feature of the Convertible Senior Notes provides that, upon conversion, cash and/or shares of Class B common stock be paid (or at the election of the registrant, cash in lieu of some or all of such Class B common stock). As a result, the registrant is unable to presently calculate or give a reasonable good faith estimate of the number of shares of Class B common stock, if any, that may be issuable upon conversion of the Convertible Senior Notes. Pursuant to Rule 416 of the Securities Act, the registration statement shall include an indeterminate number of shares of Class B common stock that may be issued or become issuable in connection with stock splits, stock dividends, recapitalizations or similar events.
(5)
Pursuant to Rule 457(i) under the Securities Act, there is no registration fee payable with respect to the shares of Class B common stock underlying the Convertible Senior Notes because no additional consideration is to be received in connection with the exercise of the conversion privilege.
(6)
The Convertible Senior Notes are unconditionally (as well as jointly and severally) guaranteed by the Co-Registrants listed in the "Table of Co-Registrants" below on an unsecured, senior basis.
(7)
Pursuant to Rule 457(n) under the Securities Act, there is no additional registration fee payable with respect to the guarantees.

 
 TABLE OF CO-REGISTRANTS

Exact Name of Co-Registrant as Specified in its Charter
	 	State/Jurisdiction
of Organization
	 	I.R.S. Employer
Identification Number
	
Coors Brewing Company (1)	 	Colorado	 	84-1150943	
Molson Coors Capital Finance ULC (2)	 	Nova Scotia	 	98-0449695	
Coors Distributing Company (1)	 	Colorado	 	84-0608086	
Coors International Market Development, L.L.L.P. (1)	 	Colorado	 	84-1570323	
Coors Global Properties, Inc. (3)	 	Colorado	 	26-0042885	
Molson Coors International LP (4)	 	Delaware	 	61-1529355	
CBC Holdco, Inc. (4)	 	Colorado	 	37-1542462	
MCBC International Holdco, Inc. (4)	 	Colorado	 	37-1542464	
Molson Coors International General, ULC (2)	 	Nova Scotia	 	98-0532434	
Coors International Holdco, ULC (2)	 	Nova Scotia	 	98-0537675	
Molson Coors Callco ULC (2)	 	Nova Scotia	 	98-0451609	

(1)
The address and telephone number of such co-registrant's principal executive offices is 311 10th Street, Golden, Colorado 80401, (303) 279-6565.

(2)
The address and telephone number of such co-registrant's principal executive offices is c/o Molson Canada, 33 Carlingview Drive, Toronto, Ontario M9W 5E4, (416) 679-7629.

(3)
The address and telephone number of such co-registrant's principal executive offices is 17735 S. 32nd Avenue CE 235, Golden, Colorado 80401, (303) 279-6565.

(4)
The address and telephone number of such co-registrant's principal executive offices is 1225 17th Street, Suite 3200, Denver, Colorado 80202, (303) 279-6565.
        The name, address and telephone number of each co-registrant's agent for service of process is Samuel D. Walker, Global Chief Legal Officer, 1225 17th Street, Denver, Colorado 80202, (303) 279-6565.

The information in this preliminary prospectus is not complete and may be changed. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where such offer or sale is not permitted.
Subject to Completion, Dated June 11, 2007

$500,000,000
        % Convertible Senior Notes due July 30, 2013
We are offering $500,000,000 aggregate principal amount of our      % convertible senior notes due July 30, 2013 (the "notes"). The notes will be our senior unsecured obligations, will rank equal in right of payment with our other senior unsecured debt and will rank senior to all of our future subordinated debt. The notes will effectively rank junior to our secured obligations and any future secured indebtedness to the extent of the assets securing such obligations and indebtedness. The notes will be guaranteed on a senior unsecured basis by the subsidiary guarantors that have guaranteed our existing debt securities. The notes will be structurally subordinated to all present and future debt and other obligations of our subsidiaries that are not subsidiary guarantors.
The conversion price for each $1,000 aggregate principal amount of notes is initially $            per share of our Class B common stock (equivalent to a conversion rate of approximately             shares of our Class B common stock). Holders may surrender their notes for conversion prior to the close of business on January 30, 2013, if any of the following conditions is satisfied:
•
during any calendar quarter commencing after the date of original issuance of the notes, if the closing sale price of our Class B common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the calendar quarter preceding the quarter in which the conversion occurs is more than 130% of the conversion price of the notes in effect on that last trading day;

•
during the ten consecutive trading-day period following any five consecutive trading-day period in which the trading price for the notes for each such trading day was less than 95% of the closing sale price of our Class B common stock on such date multiplied by the then current conversion rate; or

•
if we make certain significant distributions to holders of our Class B common stock, we enter into specified corporate transactions or our Class B common stock ceases to be approved for listing on the New York Stock Exchange and is not listed for trading on a U.S. national securities exchange.
After January 30, 2013 holders may surrender their notes for conversion at any time prior to the close of business on the business day immediately preceding the maturity date regardless of whether any of the foregoing conditions has been satisfied.
Upon conversion of the notes, holders will receive cash and shares of our Class B common stock, if any, based on a daily conversion value (as described herein) calculated for each of the 25 trading days beginning on the third trading day immediately following the conversion date (or, in the case of notes surrendered for conversion after the 30th scheduled trading day prior to the maturity date and on or prior to the close of business on the business day immediately preceding maturity, the trading day following the maturity date).
If a fundamental change, as defined herein, occurs prior to the maturity of the notes, holders may require us to repurchase for cash all or part of their notes at a price equal to the principal amount of the notes being repurchased, plus accrued and unpaid interest.
Our Class B common stock is listed on the New York Stock Exchange under the symbol "TAP." The closing price of our Class B common stock on June 8, 2007 was $89.12 per share.
We have granted the underwriters a 13-day option to purchase a maximum of $75,000,000 additional principal amount of notes solely to cover over-allotments.
We do not intend to apply for listing of the notes on any securities exchange or for inclusion of the notes in any automated dealer quotation system.
Investing in the notes involves risks. See "Risk Factors" beginning on page 14.

Neither the Securities and Exchange Commission nor any regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 	 	Per Note
	 	Total
	
Public Offering Price	 	        %	 	$	
Underwriting Discount	 	        %	 	$	
Proceeds (before expenses)	 	        %	 	$	

We expect that delivery of the notes will be made in New York, New York on or about                        , 2007.

Deutsche Bank Securities	 	Citi	

JPMorgan	
 	
Morgan Stanley	
The date of this prospectus is                        , 2007.

 TABLE OF CONTENTS

Available Information and Incorporation by Reference	
Special Note Regarding Forward-Looking Statements	
Prospectus Summary	
Risk Factors	
Use of Proceeds	
Price Range of Common Stock	
Capitalization	
Purchase of Convertible Note Hedge and Sale of Warrant	
Description of the Notes	
Description of Capital Stock	
Certain U.S. Federal Income Tax Considerations	
Underwriting	
Legal Matters	
Experts	

        You are not to construe the contents of this prospectus as investment, legal or tax advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of the notes. We are not, and the underwriters are not, making any representation to you regarding the legality of an investment in the notes by you under appropriate investment or similar laws.
        In making an investment decision regarding the notes offered by this prospectus, you must rely on your own examination of us and the terms of this offering, including without limitation, the merits and risks involved. This offering is being made on the basis of this prospectus. Any decision to purchase notes in this offering should be based only on the information contained or incorporated by reference in this prospectus.
        The information contained in this prospectus has been furnished by us and other sources we believe to be reliable. This prospectus, including the documents incorporated by reference herein, contains summaries, believed to be accurate, of some of the terms of specific documents. You should carefully review the actual documents, copies of which will be made available upon request, for the complete information contained in those documents. See "Available Information and Incorporation By Reference" below.
        No person is authorized in connection with any offer made by this prospectus to give any information or to make any representation not contained in this prospectus, and, if given or made, any other information or representation must not be relied upon as having been authorized by us or the underwriters. The information contained or incorporated by reference in this prospectus is as of the date hereof or the date on the front of such incorporated documents, as applicable, and subject to change, completion or amendment without notice. We undertake no obligation to update any such information. Neither the delivery of this prospectus at any time nor any subsequent commitment to enter into any financing shall, under any circumstances, create any implication that there has been no change in the information set forth in this prospectus or in our affairs since the date of this prospectus.
        We reserve the right to withdraw this offering of the notes at any time, and we and the underwriters reserve the right to reject any commitment to subscribe for the notes, in whole or in part, and to allot to you less than the full amount of the notes subscribed for by you. We are making this offering subject to the terms described in this prospectus and the indenture relating to the notes.

 
 AVAILABLE INFORMATION AND INCORPORATION BY REFERENCE
        We file annual, quarterly and current reports and other information with the Securities and Exchange Commission (the "SEC"). Our SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. Unless specifically listed below, the information contained on the SEC web site is not intended to be incorporated by reference in this prospectus and you should not consider that information a part of this prospectus. You may also read and copy any document we file with the SEC at the SEC's public reference room located at 100 F Street, N.E. Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. You also may obtain free electronic copies of the reports and other information we file with the SEC on the investor relations page of our website, http://www.molsoncoors.com, under the heading "SEC Filings." We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus.
        We are incorporating by reference in this prospectus certain information that we have filed or will file with the SEC, which means that we are disclosing important information by referring you to those documents. The information we incorporate by reference is considered to be part of this prospectus. We incorporate by reference into this prospectus the documents listed below and any future filings made by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this prospectus to the end of the offering of the notes under this document.
•
Our Annual Report on Form 10-K for the year ended December 31, 2006 (the "2006 Form 10-K");

•
Our definitive proxy statement on Schedule 14A filed on April 11, 2007;

•
Our Quarterly Report on Form 10-Q for the quarter ended April 1, 2007 (the "2007 First Quarter 10-Q"); and

•
Our Current Reports on Form 8-K filed on April 11, 2007, May 11, 2007, May 14, 2007, and May 23, 2007.
        Nothing in this prospectus shall be deemed to incorporate information furnished to, but not filed with, the SEC, including, but not limited to, information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K and corresponding information furnished under Item 9.01 of Form 8-K or included as an exhibit to such Form 8-K. Our SEC file number is 001-14829.
        Any statements made in future SEC filings that are incorporated by reference into this prospectus will automatically update this prospectus, and any statements made in this prospectus update and supersede the information contained in past SEC filings incorporated by reference into this prospectus. Any statements made in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that is also incorporated or deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
        We will provide without charge to each person to whom a copy of this prospectus has been delivered, who makes a written or oral request, a copy of any and all of the documents referred to herein, including the indenture for the notes, which are summarized in this prospectus, by request directed to Molson Coors Brewing Company, 1225 17th Street, Denver, Colorado U.S.A. 80202, telephone number (303) 277-3500, Attention: Corporate Secretary.
i

 
 
 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
        This prospectus and the documents incorporated in this prospectus by reference contain forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact contained in this prospectus and the materials accompanying or incorporated by reference in this prospectus are forward-looking statements.
        Forward-looking statements are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Frequently, but not always, forward-looking statements are identified by the use of the future tense and by words such as "believes," "expects," "anticipates," "intends," "will," "may," "could," "would," "projects," "continues," "estimates," or similar expressions. Forward-looking statements are not guarantees of future performance and actual results could differ materially from those indicated by forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our or our industry's actual results, level of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by the forward-looking statements.
        The forward-looking statements contained or incorporated by reference in this prospectus are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the of the Exchange Act and are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. These statements include declarations regarding our plans, intentions, beliefs or current expectations.
        Among the important factors that could cause actual results to differ materially from those indicated by forward-looking statements are the risks and uncertainties described under "Risk Factors" and elsewhere in this prospectus and in our other filings with the SEC. In addition to causing our actual results to differ, these factors may cause our intentions to change from those that have been stated. Such changes in our intentions may also cause our actual results to differ. We may change our intentions at any time and without notice.
        Forward-looking statements are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included or incorporated by reference in this prospectus are made as of the date of this prospectus or the date of such documents incorporated by reference herein, as applicable, and we do not undertake any obligation to update forward-looking statements to reflect new information, subsequent events or otherwise.
ii

 
 PROSPECTUS SUMMARY
         The following summary contains basic information about us and this offering, but does not contain all the information that may be important to you. For a more complete understanding of this offering, we encourage you to read carefully this entire prospectus and the documents we refer you to, including the information set forth under "Risk Factors" and the documents incorporated by reference herein. In addition, certain statements in this prospectus and the documents incorporated herein by reference are forward-looking statements, which involve risks and uncertainties. See "Special Note Regarding Forward-Looking Statements." Unless the context requires otherwise or unless otherwise noted, all references in this prospectus to "Molson Coors" and to the "company," "we," "us," or "our" are to Molson Coors Brewing Company and its consolidated subsidiaries and the information in this prospectus assumes that the underwriters do not exercise their over-allotment option to purchase additional notes.
 
 The Company
        We are one of the largest brewers in the world, by volume, with 42.1 million barrels of beer sold in 2006. On February 9, 2005, Adolph Coors Company merged with Molson Inc. (the "Merger"). In connection with the Merger, Adolph Coors Company became the parent of the merged company and changed its name to Molson Coors Brewing Company. Molson Canada was founded in 1786, and Adolph Coors Company was founded in 1873. Since each company was founded, they have been committed to producing the highest-quality beers. Our brands are designed to appeal to a wide range of consumer tastes, styles and price preferences. Our largest markets are Canada, the United States and the United Kingdom.
Canada Segment
        Our Canada segment consists primarily of the production and sale of the Molson brands, Coors Light, and partner and other brands. The Canada segment also includes our partnership arrangements related to the distribution of beer in Ontario and the Western provinces.
        Molson Canada ("Molson") is Canada's largest brewer by volume and North America's oldest beer company, with an approximate 41% market share in Canada. Molson's largest competitor, however, maintains a market share that is only slightly less than Molson's. Molson brews, markets, sells and distributes a wide variety of beer brands nationally in Canada. Molson's portfolio displays strength or leadership in all major product and price segments. Molson has strong market share and visibility across retail and on-premise channels. Priority focus and investment is leveraged behind key owned brands (Coors Light®, Molson Canadian®, Molson Dry®, Molson® Export and Rickard's Red Ale® and other Rickard's brands) and key strategic distribution partnerships (including Heineken®, Corona® and Miller®). Coors Light currently has an 11% market share and is the largest-selling light beer and the second-best selling beer brand overall in Canada. Molson Canadian currently has an 8% market share and is the third-largest selling beer in Canada.
United States Segment
        Coors Brewing Company ("CBC") is the third-largest brewer by volume in the United States, with an approximate 11% market share. CBC produces, markets, and sells the Coors portfolio of brands in the United States and its territories and includes the results of the Rocky Mountain Metal Corporation ("RMMC") and Rocky Mountain Bottle Corporation ("RMBC") joint ventures. The U.S. segment also includes Coors brand volume, primarily Coors Light, that is sold outside of the United States and its territories, primarily in Mexico and the Caribbean, as well as sales of Molson brand products in the United States.
1

Europe Segment
        Coors Brewers, Ltd ("CBL") is the United Kingdom's second-largest beer company with unit volume sales of approximately 10.4 million U.S. barrels in 2006. CBL has an approximate 21% share of the U.K. beer market, Western Europe's second-largest market. Sales are primarily in England and Wales, with the Carling® brand (a mainstream lager) representing more than three-fourths of CBL's total beer volume. The Europe segment consists of our production and sale of the CBL brands principally in the United Kingdom, our joint venture arrangement for the production and distribution of Grolsch® in the United Kingdom and Republic of Ireland, factored brand sales (beverage brands owned by other companies, but sold and delivered to retail by us), and our joint venture arrangement with DHL (formerly Exel Logistics) for the distribution of products throughout Great Britain (through Tradeteam). Our Europe segment also manages a small volume of sales, primarily of Coors products, in Asia and other export markets.
Trademarks
        We own trademarks on the majority of the brands we produce and have licenses for the remainder. This prospectus and the documents incorporated by reference herein also contain trademarks and trade names of ours and of other companies. All brand names or other trademarks appearing herein and therein are the property of their respective holders.
 
 Recent Developments
Tender Offer
        On June 11, 2007, our subsidiary CBC commenced a cash tender offer (the "Tender Offer") for up to $450 million aggregate principal amount of its 6 3 / 8 % Senior Notes due 2012 (the "CBC notes"). The Tender Offer will expire at 5:00 p.m., New York City time, on July 10, 2007, unless extended or earlier terminated.
 
 Our Corporate Information
        We were incorporated in Delaware in August 2003. We have dual principal executive offices located at 1225 17th Street, Denver, Colorado, U.S.A. 80202, telephone number (303) 277-6565, and 1555 Notre Dame Street East, Montréal, Québec, Canada, H2L 2R5, telephone number (514) 521-1786. We maintain an Internet website at http://www.molsoncoors.com. We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus.
2

 
 
 The Offering
         The following summary contains basic information about the notes and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the notes, please refer to the sections of this prospectus entitled "Description of the Notes" and "Description of Capital Stock."

Issuer	 	Molson Coors Brewing Company.	

Notes Offered	
 	
$500,000,000 aggregate principal amount (or $575,000,000 if the underwriters exercise their over-allotment option in full) of        % Convertible Senior Notes due July 30, 2013.	

Maturity	
 	
July 30, 2013.	

Optional Redemption	
 	
None.	

Interest	
 	
The interest rate on the notes is        % per annum, payable semi-annually in arrears on January 30 and July 30 of each year, commencing July 30, 2007.	

Right to Convert	
 	
Holders may surrender their notes for conversion at any time prior to the close of business on January 30, 2013 only if any of the following conditions is satisfied:	

 	
•	
 	
during any calendar quarter (and only during such calendar quarter) commencing after the date of original issuance of the notes, if the closing sale price of our Class B common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the calendar quarter preceding the quarter in which the conversion occurs is more than 130% of the conversion price of the notes in effect on that last trading day;	

 	
•	
 	
during the ten consecutive trading-day period following any five consecutive trading-day period in which the trading price for the notes for each such trading day was less than 95% of the closing sale price of our Class B common stock on such date multiplied by the then current conversion rate; or	

 	
•	
 	
if we make specific significant distributions to holders of our Class B common stock, we enter into specified corporate transactions or our Class B common stock ceases to be approved for listing on the New York Stock Exchange (the "NYSE") and is not listed for trading on another U.S. national securities exchange.	

 	
After January 30, 2013 holders may surrender their notes for conversion at any time prior to the close of business on the business day immediately prior to the stated maturity date regardless of whether any of the foregoing conditions has been satisfied.	

 	
See "Description of the Notes—Conversion of Notes."	

 	

 	

3

 
 
Payment Upon Conversion	
 	
Each $1,000 principal amount of notes is convertible into cash and shares of our Class B common stock (or, at our election, cash in lieu of some or all of such shares), if any, based on an amount, which we refer to as the "daily conversion value," calculated for each of the 25 trading days beginning on the third trading day immediately following the conversion date (or, in the case of notes surrendered for conversion after the 30th scheduled trading day prior to the maturity date and on or prior to the close of business on the business day immediately preceding maturity, the trading day following the maturity date), which we refer to as the "conversion period." The daily conversion value for each trading day during the conversion period is equal to one-twenty-fifth of the product of the then applicable conversion rate multiplied by the volume weighted average price, as described in further detail under "Description of the Notes—Conversion of Notes—Payment Upon Conversion," of our Class B common stock on that day.	

 	
For each $1,000 aggregate principal amount of notes surrendered for conversion on or prior to the 30th scheduled trading day prior to the maturity date, we will deliver to you, on the third business day following the end of the conversion period, for each trading day during the conversion period:	

 	
(1)	
 	
if the daily conversion value for such trading day exceeds $40.00,	

 	

(a)	
 	
a cash payment of $40.00 and	

 	

(b)	
 	
the remaining daily conversion value, which we refer to as the daily net share settlement value, in shares of our Class B common stock (subject to our right to deliver cash in lieu of all or a portion of those shares); or	

 	
(2)	
 	
if the daily conversion value for such day is less than or equal to $40.00, a cash payment equal to the daily conversion value.	
 	 	 	 	 	 	 	
4

 

 	
For each $1,000 aggregate principal amount of notes surrendered for conversion after the 30th scheduled trading day prior to the maturity date and on or prior to the close of business on the business day immediately prior to maturity, (i) the holder will be deemed to have surrendered such note as of the business day immediately preceding the maturity date, (ii) the conversion period for such notes will commence on the trading day following the maturity date, (iii) in lieu of the payments and deliveries described above, the holder will receive (A) a cash payment of $1,000 on the maturity date and (B) on the third business day following the last trading day of the conversion period, the aggregate number of shares of our Class B common stock deliverable in respect of the 25 trading days during the related conversion period as described under clause (1)(b) above, if any (subject to our right to deliver cash in lieu of all or a portion of those shares).	

 	
The daily portion of the number of shares of Class B common stock to be delivered under clause (1)(b) above will be determined by dividing the daily net share settlement value by the volume weighted average price of our Class B common stock for the relevant trading day. No fractional shares will be issued upon conversion; in lieu thereof, we will deliver a number of shares of our Class B common stock equal to the aggregate of the fractional shares otherwise deliverable for each trading day during the conversion period, rounded down to the nearest whole number, and pay cash equal to the remainder multiplied by the volume weighted average price of our Class B common stock on the last trading day of the conversion period.	

 	
The conversion price for each $1,000 aggregate principal amount of notes is initially $            per share of our Class B common stock. The "conversion rate" of a note is equal to $1,000 divided by the then applicable conversion price at the time of determination (initially approximately            shares of our Class B common stock). The conversion price is subject to adjustment as described under "Description of the Notes—Conversion of Notes—Conversion Price Adjustments." An adjustment to the conversion price will result in a corresponding (but inverse) adjustment to the conversion rate.	

5

 

 	

 	

 
Conversion Rate Adjustment Upon a Qualifying Fundamental Change	
 	
If a "qualifying fundamental change" (as defined below under "Description of the Notes—Adjustment to Shares Delivered upon Conversion Upon a Qualifying Fundamental Change") occurs at any time prior to maturity, additional shares will be deliverable in respect of notes converted in connection with such qualifying fundamental change. A description of how the number of additional shares will be determined and a table showing the number of additional shares that would be deliverable under various circumstances is set forth under "Description of the Notes—Adjustment to Shares Delivered upon Conversion Upon a Qualifying Fundamental Change."	

Purchase at Holder's Option Upon a Fundamental Change	
 	
You may require us to purchase all or part of your notes upon the occurrence of a fundamental change at a price equal to 100% of the principal amount of the notes being purchased, plus accrued and unpaid interest, payable in cash. See "Description of the Notes—Purchase of Notes at Your Option Upon a Fundamental Change."	

 	
A fundamental change involves the occurrence of any of the following:	

 	
•	
 	
any person or group (other than the "permitted parties" (as defined below under "Description of the Notes—Purchase of Notes at Your Option Upon a Fundamental Change")) becomes the beneficial owner of shares of our "voting stock" (as defined below under "Description of the Notes—Purchase of Notes at Your Option Upon a Fundamental Change") representing 50% or more of the total voting power of all outstanding classes of our voting stock or has the power to elect a majority of our board of directors;	

 	
•	
 	
any person or group becomes the beneficial owner of 80% or more of the Class B common stock then outstanding;	

 	
•	
 	
we are a party to a consolidation, merger, transfer or lease of all or substantially all of our assets, unless the holders of our voting stock before such transaction own a majority of the total voting power of the surviving or transferee person;	

 	
•	
 	
a majority of the members of our board of directors are not continuing directors;	

 	
•	
 	
the holders of our capital stock approve any plan or proposal for the liquidation or dissolution of Molson Coors; or	

 	
•	
 	
our Class B common stock ceases to be approved for listing on the NYSE and is not listed for trading on another U.S. national securities exchange.	

 	
See "Description of the Notes—Purchase of Notes at Your Option Upon a Fundamental Change."	
 	 	 	 	 	 	 	
6

 

 	
Notwithstanding the foregoing, holders of the notes will not have the right to require us to purchase any notes as a result of any transaction described in the third clause above, if at least 90% of the consideration paid for our Class B common stock, excluding cash payments for fractional shares and cash payments made pursuant to dissenters' appraisal rights, in a merger, consolidation, assignment, conveyance, sale, transfer, lease or other disposition otherwise constituting a change in control consists of shares of common stock traded on the New York Stock Exchange or another U.S. national securities exchange, or will be so traded immediately following the merger or consolidation, and, as a result of the merger or consolidation, the notes become convertible into such shares of such common stock.	

Ranking	
 	
The notes will be our senior unsecured obligations and will rank pari passu with all of our other senior unsecured debt and senior to all of our future subordinated debt. The notes will be structurally subordinated to all present and future debt and other obligations of our subsidiaries that are not subsidiary guarantors and will effectively rank junior to our current and future secured obligations to the extent of the assets securing such obligations.	

 	
The terms of the indenture under which the notes will be issued do not limit our ability to incur additional indebtedness, senior or otherwise.	

Guarantees	
 	
The notes will be guaranteed on a senior secured basis by the subsidiary guarantors that have guaranteed our existing debt securities.	

Use of Proceeds	
 	
We estimate that the net proceeds from this offering, after deducting estimated fees and expenses and the underwriters' discounts and commissions, will be approximately $492 million (or, if the underwriters fully exercise their over-allotment option to purchase additional notes, approximately $566 million).	

 	
Assuming no exercise of the underwriters' over-allotment option, we intend to use approximately $45 million of the net proceeds of the offering to pay the net cost of the convertible note hedge and warrant transactions, approximately $397 million of the net proceeds to fund a portion of the cost to our subsidiary, CBC, of the Tender Offer (the remainder of which will be funded with cash on hand) and approximately $50 million of the net proceeds to fund a voluntary pension contribution.	

7

 

 	
If the underwriters exercise their over-allotment option in full, we intend to use approximately $7 million of the resulting net proceeds to pay the net cost of increasing the size of the convertible note hedge and warrant transactions and approximately $67 million of the resulting net proceeds to fund the Tender Offer (reducing the amount of cash on hand required to fund the Tender Offer). If the Tender Offer is not fully subscribed or fails to close, any net proceeds that become available for other uses as a result will be used for general corporate purposes.	

Convertible Note Hedge and Warrant Transactions	
 	
We intend to enter into privately-negotiated convertible note hedge transactions with affiliates of certain of the underwriters, which are expected to reduce the potential dilution to our Class B common stock upon any conversion of the notes. We also intend to enter into warrant transactions with affiliates of certain of the underwriters with respect to our Class B common stock pursuant to which we may issue shares of our Class B common stock. In connection with these transactions, we expect to use approximately $45 million (assuming no exercise of the underwriters' over-allotment option) of the net proceeds of the offering, representing the cost to us of the convertible note hedge transaction, partially offset by the proceeds to us of the warrant transaction. If the underwriters exercise their over-allotment option to purchase additional notes, we expect to amend the convertible note hedge and warrant transactions to increase the shares underlying each transaction by an amount equal to the number of shares initially issuable upon conversion of the additional notes, subject to certain exceptions.	

 	
In connection with these hedging transactions, the counterparties or their affiliates may enter into various over-the-counter derivative transactions with respect to our Class B common stock at, and possibly after, the pricing of the notes and may purchase our Class B common stock in secondary market transactions following the pricing of the notes. These activities could have the effect of increasing the price of our Class B common stock prior to and possibly following the pricing of the notes. The counterparties or their affiliates are likely to modify their respective hedge positions from time to time prior to conversion or maturity of the notes (including during any conversion period related to a conversion of notes) by purchasing and selling shares of our Class B common stock, other of our securities or other instruments they may wish to use in connection with such hedging.	
 	 	 	 	 	 	 	
8

 

 	
The magnitude of any of these transactions and activities and their effect, if any, on the market price of our Class B common stock or the notes will depend in part on market conditions and our settlement election under the notes and cannot be ascertained at this time, but any of these activities could adversely affect the value of our Class B common stock and the value of the notes and, as a result, the conversion value you will receive upon the conversion of the notes and, under certain circumstances, your ability to convert notes.	

Trading	
 	
We do not intend to list the notes on any securities exchange or automated dealer quotation system. Our Class B common stock is listed on the NYSE under the symbol "TAP."	

Additional Notes	
 	
We may, without the consent of the holders, reopen the notes and issue additional notes under the indenture with the same terms and with the same CUSIP number as the notes offered hereby in an unlimited aggregate principal amount, provided that no such additional notes may be issued unless they are fungible with the notes offered hereby for U.S. federal income tax purposes. The notes offered hereby and any such additional notes would be treated as a single class for all purposes under the indenture and would vote together as one class on all matters with respect to the notes.	
Risk Factors
        See "Risk Factors" beginning on page 14 for a discussion of factors you should consider carefully before investing in the notes.
9

 
 Summary Historical Consolidated Financial Data
        The following summary historical consolidated financial data for the thirteen weeks ended April 1, 2007 and March 26, 2006, and as of April 1, 2007 are derived from, and qualified by reference to, our unaudited condensed consolidated financial statements incorporated by reference in this prospectus. The summary historical consolidated financial data for the fiscal years ended December 31, 2006, December 25, 2005 and December 26, 2004, and as of December 31, 2006 and December 25, 2005, are derived from, and qualified by reference to, our audited consolidated financial statements incorporated by reference in this prospectus. The summary data should be read in conjunction with our consolidated financial statements and related notes and the independent registered public accounting firm's report incorporated by reference in this prospectus. Such consolidated financial statements are included in our filings with the SEC. This summary financial data should be read in conjunction with, and are qualified in their entirety by reference to, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes, all of which are contained in such SEC filings. Our unaudited condensed consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements, with the exception of the adoption of Financial Accounting Standards Board ("FASB") Interpretation No. 48, "Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109" on January 1, 2007, and, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation of our financial condition and results of operations for such periods. Operating results for the thirteen weeks ended April 1, 2007 are not necessarily indicative of the results that may be expected for the year ending December 30, 2007.

 	 	Thirteen Weeks
Ended
	 	Fiscal Year Ended
	 	
 	 	April 1,
2007
	 	March 26,
2006
	 	December 31,
2006 (1)
	 	December 25,
2005 (2)
	 	December 26,
2004 (2)
	 	
 	 	(in thousands, except per share data)
	 	
Consolidated Statement of Operations Data:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross sales	 	$	1,651,195	 	$	1,543,946	 	$	7,901,614	 	$	7,417,702	 	$	5,819,727	 	
Beer excise taxes	 	 	(422,584	)	 	(390,100	)	 	(2,056,629	)	 	(1,910,796	)	 	(1,513,911	)	
 	 		 		 		 		 		 	
 	Net sales	 	 	1,228,611	 	 	1,153,846	 	 	5,844,985	 	 	5,506,906	 	 	4,305,816	 	
Cost of goods sold	 	 	(770,162	)	 	(726,668	)	 	(3,481,081	)	 	(3,306,949	)	 	(2,741,694	)	
 	 		 		 		 		 		 	
 	Gross profit	 	 	458,449	 	 	427,178	 	 	2,363,904	 	 	2,199,957	 	 	1,564,122	 	
Marketing, general and administrative	 	 	(396,798	)	 	(388,858	)	 	(1,705,405	)	 	(1,632,516	)	 	(1,223,219	)	
Special items, net	 	 	(8,231	)	 	(26,831	)	 	(77,404	)	 	(145,392	)	 	7,522	 	
 	 		 		 		 		 		 	
 	Operating income	 	 	53,420	 	 	11,489	 	 	581,095	 	 	422,049	 	 	348,425	 	
Interest expense, net	 	 	(26,318	)	 	(31,955	)	 	(126,781	)	 	(113,603	)	 	(53,189	)	
Other income (expense), net	 	 	1,251	 	 	(2,241	)	 	17,736	 	 	(13,245	)	 	12,946	 	
 	 		 		 		 		 		 	
 	Income (loss) from continuing operations before income taxes	 	 	28,353	 	 	(22,707	)	 	472,050	 	 	295,201	 	 	308,182	 	
Income tax (expense) benefit	 	 	(5,313	)	 	7,438	 	 	(82,405	)	 	(50,264	)	 	(95,228	)	
 	 		 		 		 		 		 	
 	Income (loss) from continuing operations before minority interests	 	 	23,040	 	 	(15,269	)	 	389,645	 	 	244,937	 	 	212,954	 	
Minority interests (3)	 	 	(3,803	)	 	(3,301	)	 	(16,089	)	 	(14,491	)	 	(16,218	)	
 	 		 		 		 		 		 	
Income (loss) from continuing operations	 	 	19,237	 	 	(18,570	)	 	373,556	 	 	230,446	 	 	196,736	 	
Loss from discontinued operations, net of tax (4)	 	 	14,830	 	 	(11,667	)	 	(12,525	)	 	(91,826	)	 	—	 	
Cumulative effect of change in accounting principle, net of tax (5)	 	 	—	 	 	—	 	 	—	 	 	(3,676	)	 	—	 	
 	 		 		 		 		 		 	
Net income	 	$	4,407	 	$	(30,237	)	$	361,031	 	$	134,944	 	$	196,736	 	

10

 
Basic income (loss) per share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Continuing operations	 	$	0.22	 	$	(0.22	)	$	4.34	 	$	2.90	 	$	5.29	 	
 	Discontinued operations	 	 	(0.17	)	 	(0.13	)	 	(0.15	)	 	(1.16	)	 	—	 	
 	Cumulative effect of change in accounting principle	 	 	—	 	 	—	 	 	—	 	 	(0.04	)	 	—	 	
 	 		 		 		 		 		 	
Basic net income (loss) per share	 	$	0.05	 	$	(0.35	)	$	4.19	 	$	1.70	 	$	5.29	 	

Diluted income (loss) per share:	

 	

 	

 	

 	

 	
 	
 	Continuing operations	 	$	0.22	 	$	(0.22	)	$	4.31	 	$	2.88	 	$	5.19	 	
 	Discontinued operations	 	 	(0.17	)	 	(0.13	)	 	(0.14	)	 	(1.15	)	 	—	 	
 	Cumulative effect of change in accounting principle	 	 	—	 	 	—	 	 	—	 	 	(0.04	)	 	—	 	
 	 		 		 		 		 		 	
Diluted net income (loss) per share	 	$	0.05	 	$	(0.35	)	$	4.17	 	$	1.69	 	$	5.19	 	

Consolidated Cash Flow Data:	

 	

 	

 	

 	

 	
 	
Cash (used in) provided by operations	 	$	(172,669	)	$	(10,375	)	$	833,244	 	$	422,275	 	$	499,908	 	
Cash used in investing activities	 	 	(103,843	)	 	(21,950	)	 	(294,813	)	 	(312,708	)	 	(67,448	)	
Cash provided by (used in) financing activities	 	 	213,319	 	 	54,421	 	 	(401,239	)	 	(188,775	)	 	(335,664	)	

Other Information:	

 	

 	

 	

 	

 	
 	
Barrels of beer and other beverages sold	 	 	8,869	 	 	8,619	 	 	42,143	 	 	40,431	 	 	32,703	 	
Dividends per share of common stock	 	 	0.32	 	 	0.32	 	 	1.28	 	 	1.28	 	 	0.82	 	
Depreciation and amortization	 	 	83,399	 	 	111,224	 	 	438,354	 	 	392,814	 	 	265,921	 	
Capital expenditures and additions to intangible assets	 	 	106,967	 	 	87,115	 	 	446,376	 	 	406,045	 	 	211,530	 	
 	 	 	 	As of
	 	
 	 	As of
April 1, 2007
	 	December 31,
2006 (1)
	 	December 25,
2005 (2)
	 	
 	 	(in thousands)
	 	
Consolidated Balance Sheet Data:	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	 	$	119,364	 	$	182,186	 	$	39,413	 	
Working capital (deficit)	 	 	(126,775	)	 	(341,760	)	 	(768,374	)	
Total assets	 	 	11,639,911	 	 	11,603,413	 	 	11,799,265	 	
Current portion of long-term debt and other short-term borrowings	 	 	85,794	 	 	4,441	 	 	348,102	 	
Long-term debt	 	 	2,139,835	 	 	2,129,845	 	 	2,136,668	 	
Stockholder's equity	 	 	5,921,302	 	 	5,817,356	 	 	5,324,717	 	

(1)
53 weeks included in 2006 versus 52 weeks reflected in 2005 and 2004.

(2)
Results prior to February 9, 2005 exclude Molson, Inc.

(3)
Minority interests in net income of consolidated entities represents the minority owners' share of income generated in 2007, 2006 and 2005 by Brewers Retail Inc., RMBC, RMMC and Grolsch joint ventures and in 2004 by RMBC, RMMC and Grolsch joint ventures, which were consolidated for the first time in 2004 under FASB Interpretation No. 46R, "Consolidation of Variable Interest Entities—An Interpretation of ARB 51."

(4)
Results of operations of our former Brazil segment in 2007, 2006 and 2005, (i) prior to the sale in January 2006, but subsequent to the Merger in February 2005, and (ii) subsequent to the sale in January 2006, with respect to the recognition of indemnity obligations to the current owners of the former Brazil segment for exposures related to certain tax, civil, and labor contingencies and certain purchased tax credits. See Note 4 to the Consolidated Financial Statements in Item 8 of the 2006 Form 10-K.

(5)
Effect of implementing FASB Interpretation No. 47, "Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143" in the fourth quarter of our fiscal year ended December 25, 2005.
11

 
 Ratio of Earnings to Fixed Charges
        The following ratios of earnings to fixed charges should be read in conjunction with our consolidated financial statements and related notes relating to the relevant periods and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our 2006 Form 10-K and 2007 First Quarter 10-Q.
        The numbers presented on a pro forma basis in the table below have been adjusted to give effect to the following as if they had occurred as of the beginning of the periods presented:
•
the issuance of $396 million aggregate principal amount of the notes and application of the resulting net proceeds to payment of a portion of the expenses of the Tender Offer; and

•
the retirement of $379 million aggregate principal amount of the CBC notes.
        The numbers presented on a pro forma basis below have not been adjusted to give effect to issuance of the other $104 million aggregate principal amount of the notes being issued in this offering, other uses of the proceeds of the offering, or the full effect of the Tender Offer. The actual cost to us of any CBC notes we acquire in the Tender Offer is not yet known and will depend upon factors described in footnote (2) under "Capitalization."

 	 	Thirteen Weeks Ended
	 	Fiscal Year Ended
	 	
 	 	April 1, 2007
(proforma) (1)
	 	April 1,
2007
	 	December 31,
2006
(proforma) (1)
	 	December 31,
2006
	 	December 25,
2005
	 	December 26,
2004 (2)
	 	December 28,
2003 (2)
	 	December 29,
2002 (2)
	 	
 	 	(in thousands, except ratio)
	 	
Income from continuing operations before income taxes and minority interests	 	$	31,782	 	$	28,353	 	$	486,030	 	$	472,050	 	$	295,201	 	$	308,182	 	$	253,818	 	$	256,600	 	
Plus:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Amortization of capitalized interest	 	 	1,041	 	 	1,053	 	 	4,071	 	 	4,203	 	 	3,499	 	 	3,536	 	 	3,223	 	 	2,872	 	
 	Distributions from unconsolidated affiliates	 	 	—	 	 	—	 	 	10,164	 	 	10,164	 	 	8,612	 	 	72,754	 	 	70,900	 	 	66,616	 	
Less:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Equity in net income of unconsolidated affiliates	 	 	(2,603	)	 	(2,603	)	 	(8,026	)	 	(8,026	)	 	(37	)	 	(59,653	)	 	(65,542	)	 	(54,958	)	
 	Capitalized interest	 	 	(3,986	)	 	(4,707	)	 	(11,752	)	 	(13,723	)	 	(6,495	)	 	(1,900	)	 	(2,992	)	 	(4,512	)	
 	 		 		 		 		 		 		 		 		 	
 	 	$	26,234	 	$	22,096	 	$	480,487	 	$	464,668	 	$	300,780	 	$	322,919	 	$	259,407	 	$	266,978	 	
 	 		 		 		 		 		 		 		 		 	
Fixed charges:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Interest expense, net of capitalized interest	 	$	27,928	 	$	31,357	 	$	129,090	 	$	143,070	 	$	131,106	 	$	72,441	 	$	81,195	 	$	70,919	 	
 	Capitalized interest	 	 	3,986	 	 	4,707	 	 	11,752	 	 	13,723	 	 	6,495	 	 	1,900	 	 	2,992	 	 	4,152	 	
Portion of rentals representative of interest factor (3)	 	 	5,754	 	 	5,754	 	 	23,325	 	 	23,325	 	 	20,048	 	 	10,098	 	 	4,800	 	 	7,500	 	
 	 		 		 		 		 		 		 		 		 	
 	 	$	37,668	 	$	41,818	 	$	164,167	 	$	180,118	 	$	157,649	 	$	84,439	 	$	88,987	 	$	82,571	 	
 	 		 		 		 		 		 		 		 		 	
Earnings and fixed charges	 	$	63,902	 	$	63,914	 	$	644,654	 	$	644,786	 	$	458,429	 	$	407,358	 	$	348,394	 	$	349,549	 	
 	 		 		 		 		 		 		 		 		 	
Ratio of earnings to fixed charges	 	 	1.7	 	 	1.5	 	 	3.9	 	 	3.6	 	 	2.9	 	 	4.8	 	 	3.9	 	 	4.2	 	

(1)
Assumes issuance of the notes in this offering as of the beginning of the periods presented with a hypothetical interest rate of 2.625% per annum. This hypothetical rate is assumed for illustrative purposes only and the actual rate of the notes may be higher or lower than the assumed rate.

(2)
Ratios prior to the Merger on February 9, 2005.

(3)
The portion of rent expense representing interest is estimated to be 33% of the rent expense for purposes of calculating the ratio of earnings to fixed charges.
12

Supplemental Pro Forma Financial Information
        The numbers presented on a pro forma basis in the table below have been adjusted to give effect to the following as if they had occurred as of the beginning of the periods presented:
•
the issuance of the notes;

•
application of the net proceeds of the offering as described under "Use of Proceeds"; and

•
consummation of the Tender Offer (assuming it is fully subscribed).
        The pro forma amounts below exclude an anticipated nonrecurring loss resulting from the aggregate purchase price of the CBC notes in the Tender Offer exceeding their principal amount, which will be reported as a component of interest expense in the period it is incurred, which is expected to be the current fiscal quarter unless the timing for the Tender Offer is extended. We currently anticipate that this loss will be approximately $17 million; however, the actual cost to us of any CBC notes that we acquire in the Tender Offer (and thus the actual amount of this loss) is not yet known. See footnote (2) under "Capitalization."

 	 	Thirteen weeks ended
April 1, 2007
	 	Fiscal Year Ended
December 31, 2006
	
 	 	Pro Forma
	 	Actual
	 	Pro Forma
	 	Actual
	
 	 	(in thousands, except per share amounts)
	
Interest expense, net	 	$	23,587	 	$	26,318	 	$	115,490	 	$	126,781	
Income from continuing operations before income taxes and minority interests	 	$	32,177	 	$	28,353	 	$	487,716	 	$	472,050	
Net income	 	$	7,515	 	$	4,407	 	$	373,962	 	$	361,031	
Basic net income per share	 	$	0.09	 	$	0.05	 	$	4.34	 	$	4.19	
Diluted net income per share	 	$	0.08	 	$	0.05	 	$	4.32	 	$	4.17	
 	 	As of April 1, 2007
	
 	 	Pro forma
	 	Actual
	
 	 	(in thousands)
	
Short-term borrowings and current portion of long term debt	 	$	85,794	 	$	85,794	
Long-term debt	 	$	2,190,761	 	$	2,139,835	
13

 
 RISK FACTORS
         You should consider the following risk factors, in addition to the other information presented in this prospectus and the documents incorporated by reference in this prospectus, in evaluating us, our business, and an investment in the notes. The most important factors that could influence the achievement of our goals, cause actual results to differ materially from those expressed in the forward-looking statements, and adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our securities, including the notes and our Class B common stock into which the notes are convertible, include, but are not limited to, the following:
 
 Risks Specific to Our Company
If Pentland and the Coors Trust do not agree on a matter submitted to stockholders, generally the matter will not be approved, even if beneficial to us or favored by other stockholders.
        Pentland Securities (a company controlled by Eric Molson, a related party) ("Pentland") and the Coors Trust, which together control more than two-thirds of our Class A common stock and Class A exchangeable shares, have voting trust agreements through which they have combined their voting power over the shares of our Class A common stock and the Class A exchangeable shares that they own. In the event that these two stockholders do not agree to vote in favor of a matter submitted to a stockholder vote (other than the election of directors), the voting trustees will be required to vote all of the Class A common stock and Class A exchangeable shares deposited in the voting trusts against the matter. There is no other mechanism in the voting trust agreements to resolve a potential deadlock between these stockholders. Therefore, if either Pentland or the Coors Trust is unwilling to vote in favor of a transaction that is subject to a stockholder vote, we would be unable to complete the transaction even if our board, management or other stockholders believe the transaction is beneficial for Molson Coors.
Our success as an enterprise depends largely on the success of three primary products in three mature markets; the failure or weakening of one or more of these products or markets could materially adversely affect our financial results.
        Although we currently have 14 products in our U.S. portfolio, Coors Light represented more than 71% of our U.S. segment's sales volume for 2006. Carling lager is the best-selling brand in the United Kingdom and represented more than 77% of our European segment's sales volume in 2006. The combination of the Molson Canadian and Coors Light brands represented more than 42% of our Canada segment's sales volume in 2006. Consequently, any material shift in consumer preferences away from these brands, or from the categories in which they compete, would have a disproportionately large adverse impact on our business. Moreover, each of our three major markets is mature, and in each we face large competitors who have greater financial, marketing and distribution resources and are more diverse in terms of their geographies and brand portfolios.
We have indebtedness that is substantial in relation to our stockholders' equity, which could hinder our ability to adjust to rapid changes in market conditions or to respond to competitive pressures.
        As of April 1, 2007, we had approximately $850 million in debt primarily related to our acquisition of CBL and approximately $1.1 billion of debt primarily related to our Merger with Molson. As a result, we must use a substantial portion of our cash flow from operations to pay interest on our debt. To the extent our financial and operating performance does not generate sufficient cash flow to service all our indebtedness in addition to funding all of our activities and operations, such activities and operations could be adversely impacted as our indebtedness would need to be serviced first.
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We rely on a small number of suppliers to obtain the packaging we need to operate our business. The inability to obtain materials could unfavorably affect our ability to produce our products.
        For our U.S. business, we purchase most of our paperboard and container supplies from a single supplier or a small number of suppliers. This packaging is unique and is not produced by any other supplier. Additionally, we are contractually obligated to purchase substantially all our can and bottle needs in the United States and Canada from our container joint ventures or from our partners in those ventures, Ball Corporation (RMMC) and Owens-Brockway Glass Container, Inc. (RMBC). Consolidation of the glass bottle industry in North America has reduced local supply alternatives and increased risks of glass bottle supply disruptions. CBL has a single source for its can supply (Ball). The inability of any of these suppliers to meet our production requirements without sufficient time to develop an alternative source could have a material adverse effect on our business.
Our primary production facilities in Europe and the United States are located at single sites, so we could be more vulnerable than our competitors to transportation disruptions, fuel increases and natural disasters.
        In each of the United States and Europe, we have a single primary production facility. In both segments, our competitors have multiple geographically dispersed breweries and packaging facilities. As a result, we ship our products greater distances than some of our competitors, making us more vulnerable to fluctuations in costs such as fuel, as well as the impact of any localized natural disasters impacting these two facilities.
The termination of one or more manufacturer/distribution agreements could have a material adverse effect on our business.
        We manufacture and/or distribute products of other beverage companies, including those of one or more competitors, through various licensing, distribution or other arrangements in Canada and the United Kingdom. The loss of one or more of these arrangements could have a material adverse effect on the results of one or more reporting segments.
Because we will continue to face intense global competition, operating results may be unfavorably impacted.
        The brewing industry is highly competitive and requires substantial human and capital resources. Competition in our markets could require us to reduce prices or increase capital and other expenditures or cause us to lose sales volume, any of which could have a material adverse effect on our business and financial results. In addition, in some of our markets, our primary competitors have substantially greater financial, marketing, production and distribution resources than Molson Coors has. In all of the markets in which Molson Coors operates, aggressive marketing strategies by our main competitors could adversely affect our financial results.
Changes in tax, environmental or other regulations or failure to comply with existing licensing, trade and other regulations could have a material adverse effect on our financial condition.
        Our business is highly regulated by federal, state, provincial and local laws and regulations in various countries regarding such matters as licensing requirements, trade and pricing practices, labeling, advertising, promotion and marketing practices, relationships with distributors, environmental matters, smoking bans at on-premise locations and other matters. Failure to comply with these laws and regulations or changes in these laws and regulations or in tax, environmental or any other laws or regulations could result in the loss, revocation or suspension of our licenses, permits or approvals and could have a material adverse effect on our business, financial condition and results of operations.
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Our consolidated financial statements are subject to fluctuations in foreign exchange rates, most significantly the British pound and the Canadian dollar ("CAD").
        We hold assets and incur liabilities, earn revenues and pay expenses in different currencies, most significantly in Canada and in the United Kingdom. Since our financial statements are presented in U.S. Dollars ("USD"), we must translate our assets, liabilities, income and expenses into USD at current exchange rates. Increases and decreases in the value of the USD will affect, perhaps adversely, the value of these items in our financial statements, even if their local currency value has not changed. We have active hedging programs to address foreign exchange rate changes. However, to the extent that we fail to adequately manage the foregoing risks, including if our hedging arrangements do not effectively or completely hedge changes in foreign currency rates, our results of operations may be adversely impacted.
Our operations face significant commodity price change exposure which could materially and adversely affect our operating results.
        We use a large volume of agricultural and other raw materials to produce our products, including barley, barley malt, hops, various starches, water and packaging materials, including aluminum and paper products. We also use a significant amount of diesel fuel in our operations. The supply and price of these raw materials and commodities can be affected by a number of factors beyond our control, including market demand, global geopolitical events (especially as to their impact on crude oil prices and the resulting impact on diesel fuel prices), frosts, droughts and other weather conditions, economic factors affecting growth decisions, plant diseases and theft. To the extent any of the foregoing factors affect the prices of ingredients or packaging, our results of operations could be materially and adversely impacted. We have active hedging programs to address commodity price changes. However, to the extent we fail to adequately manage the foregoing risks, including if our hedging arrangements do not effectively or completely hedge changes in commodity price risks, including price risk associated with diesel fuel and aluminum, both of which are at historically high price levels, our results of operations may be adversely impacted.
We could be adversely affected by overall declines in the beer market.
        Consumer trends in some global markets indicate increases in consumer preference for wine and spirits, as well as for lower priced, value segment beer brands, which could result in loss of volume or a deterioration of operating margins.
Because of our reliance on a single information technology service supplier, we could experience significant disruption to our business.
        We rely exclusively on one information technology services provider worldwide for our network, help desk, hardware and software configuration. If that service provider fails or its service level deteriorates and we are unable to reverse that deterioration or find a suitable replacement in a timely manner, we could be unable to properly administer our information technology systems.
Due to a high concentration of unionized workers in the United Kingdom and Canada, we could be significantly affected by labor strikes, work stoppages or other employee-related issues.
        Approximately 67% of Molson's total workforce and approximately 23% of CBL's total workforce is represented by trade unions. Although we believe relations with our employees are good, stringent labor laws in the United Kingdom expose us to a greater risk of loss should we experience labor disruptions in that market. Although we do not believe that the current strike at our Edmonton, Alberta facility is likely to have a material adverse effect on us, multiple or prolonged disruptions at major facilities could have such an effect.
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Changes to the regulation of the distribution systems for our products could adversely impact our business.
        In 2006, the U.S. Supreme Court ruled that certain state regulations of interstate wine shipments are unlawful. As a result of this decision, states may alter the three-tier distribution system that has historically applied to the distribution of our products. Changes to the three-tier distribution system could have a materially adverse impact on our business. Further, in certain Canadian provinces, our products are distributed through joint venture arrangements that are mandated and regulated by provincial government regulators. If provincial regulation should change, effectively eliminating the distribution channels, the costs to adjust our distribution methods could have a material adverse impact on our business.
 
 Risks Specific to Our Discontinued Operations
Indemnities provided to the purchaser of 83% of the Cervejarias Kaiser Brasil S.A. ("Kaiser") business in Brazil could result in future cash outflows and statement of operations charges.
        On January 13, 2006, we agreed to sell a 68% equity interest in Kaiser to FEMSA Cerveza S.A. de C.V. ("FEMSA") for $68 million cash, including the assumption by FEMSA of Kaiser-related debt and certain contingencies. In November 2006, we divested our remaining 15% ownership interest in Kaiser and received $15.7 million, resulting in an increase of FEMSA's purchased ownership of Kaiser to 83%. The terms of our 2006 agreement require us to indemnify FEMSA for exposures related to certain tax, civil and labor contingencies and certain purchased tax credits. The ultimate resolution of these claims is not under our control, and we cannot predict the outcomes of administrative and judicial proceedings that will occur with regard to these claims. It is possible that we will have to make cash outlays to FEMSA with regard to these indemnities. While the fair values of these indemnity obligations are recorded as liabilities on our balance sheet in conjunction with the sale, we could incur future statement of operations charges as facts further develop resulting in changes to our fair value estimates or change in assessment of probability of loss on these items. Due to the uncertainty involved in the ultimate outcome and timing of these contingencies, significant adjustments to the carrying value of our indemnity liabilities and corresponding statement of operations charges/credits could result in the future.
 
 Risks Specific to the Canada Segment
We may be required to provide funding to the entity that owns the Montréal Canadiens hockey club and certain related entertainment business pursuant to the guarantees given to the National Hockey League ("NHL").
        Pursuant to certain guarantees given to the NHL as a minority owner of the Montréal Canadiens professional hockey club (majority ownership was sold by Molson in 2001) and certain related entertainment business, Molson may have to provide funding to the Club (joint and severally based on our 19.9% ownership) to meet its obligations and its operating expenses if the Club cannot meet its obligations under various agreements.
If the Maritime Provinces refuse to recognize our new brewery in Moncton, New Brunswick, as a "local brewer," we will not be able to use that facility as planned.
        We are completing a brewery in Moncton, New Brunswick. We decided to build it on the basis of assurances from Canada's Maritime Provinces (which include New Brunswick and Nova Scotia) that the facility would qualify as a "local brewer," under the Maritime Accord so that beer shipped to other Maritime Provinces would be subject to much lower handling fees than beer shipped from elsewhere in Canada. There is risk that certain Maritime Provinces will not honor their previous assurances. If so,
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our return on investment would be substantially lower than planned, and we may be required to record an impairment charge on all or a portion of the $25.2 million spent to construct the brewery.
 
 Risks Specific to the U.S. Segment
Litigation directed at the alcohol beverage industry may adversely affect our sales volumes, our business and our financial results.
        Molson Coors and other brewers and distilled spirits manufacturers have been sued in several courts regarding advertising practices and underage consumption. The suits allege that each defendant intentionally marketed its products to "children and other underage consumers." In essence, each suit seeks, on behalf of an undefined class of parents and guardians, an injunction and unspecified money damages. We will vigorously defend these lawsuits, several of which have been dismissed and are now on appeal. It is not possible at this time to estimate the possible loss or range of loss, if any, that may result from these lawsuits.
We are highly dependent on independent distributors in the United States to sell our products, with no assurance that these distributors will effectively sell our products.
        We sell all of our products in the United States to distributors for resale to retail outlets. Some of our distributors are at a competitive disadvantage because they are smaller than the largest distributors in their markets. Our distributors also sell products that compete with our products. These distributors may give our competitors' products higher priority, thereby reducing sales of our products. In addition, the regulatory environment of many states makes it very difficult to change distributors. Consequently, if we are not allowed or are unable to replace unproductive or inefficient distributors, our business, financial position and results of operation may be adversely affected.
 
 Risks Specific to the Europe Segment
Sales volume trends in the United Kingdom brewing industry reflect movement from on-premise channels to off-premise channels, a trend which unfavorably impacts our profitability.
        We have noted in recent years that beer volume sales in the U.K. have been shifting from pubs and restaurants (on-premise) to retail stores (off-premise), for the industry in general. The progression to a ban on smoking in pubs and restaurants across the whole of the U.K. anticipated to be effective in 2007 is likely to accelerate this trend. Margins on sales to off-premise customers tend to be lower than margins on sales to on-premise customers, hence these trends could adversely impact our profitability.
Consolidation of pubs and growth in the size of pub chains in the United Kingdom could result in less ability to achieve favorable pricing.
        The trend toward consolidation of pubs, away from independent pub and club operations, is continuing in the United Kingdom. These larger entities have stronger price negotiating power, and therefore continuation of this trend could impact CBL's ability to obtain favorable pricing in the on-premise channel (due to spillover effect of reduced negotiating leverage) and could reduce our revenues and profit margins. In addition, these larger customers continue to move to purchasing directly more of the products that, in the past, we have provided as part of our factored business. Further consolidation could impact us adversely.
We depend exclusively on one logistics provider in England, Wales and Scotland for distribution of our CBL products.
        We are a party to a joint venture with DHL called Tradeteam. Tradeteam handles all of the physical distribution for CBL in England, Wales and Scotland, except where a different distribution system is requested by a customer. If Tradeteam were unable to continue distribution of our products
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and we were unable to find a suitable replacement in a timely manner, we could experience significant disruptions in our business that could have an adverse financial impact.
We may incur impairments of the carrying value of our goodwill and other intangible assets that have indefinite useful lives.
        In connection with various business combinations, we have allocated material amounts of the related purchase prices to goodwill and other intangible assets that are considered to have indefinite useful lives. These assets are tested for impairment at least annually, using estimates and assumptions affected by factors such as economic and industry conditions and changes in operating performance. In the event that the adverse financial impact of current trends with respect to our U.K. business continue (including the potential impact of an expected smoking ban in on-premise locations across the whole of the U.K. in 2007) and are worse than we anticipate, we may be required to record impairment charges. These charges could be material and could adversely impact our results of operations.
 
 Risks Related to the Notes and Our Common Stock
Our public stockholders (including holders of the Class B common stock) have no ability to control the outcome of most matters presented to the company's stockholders because members of the Coors and Molson families, and their affiliates, collectively hold a controlling interest in the company.
        Pentland and the Coors Trust, which together control more than two-thirds of our Class A common stock and Class A exchangeable shares, have voting trust agreements through which they have combined their voting power. As a result of these ownership levels and voting trust agreements, the remaining holders of our stock (including the Class B common stock) have no ability to control the outcome of matters presented to the company's stockholders other than limited matters regarding which the holders of our Class B common stock and special Class B voting stock vote separately. See "Description of Capital Stock."
We will continue to have the ability to incur debt after this offering; if we incur substantial additional debt, these higher levels of debt may affect our ability to pay principal and interest on the notes.
        The indenture governing the notes does not restrict our ability to incur additional indebtedness or require us to maintain financial ratios or specified levels of net worth or liquidity. If we incur substantial additional indebtedness in the future, these higher levels of indebtedness may affect our ability to pay principal and interest on the notes and our creditworthiness generally.
The adjustment to the conversion rate for notes converted in connection with a qualifying fundamental change may not adequately compensate you for any lost value of your notes as a result of such transaction.
        Following a qualifying fundamental change, if a holder elects to convert its notes in connection with such corporate transaction, we will increase the conversion rate by an additional number of shares of Class B common stock upon conversion in certain circumstances. The increase in the conversion rate will be determined based on the date on which the qualifying fundamental change occurs or becomes effective and the price paid per share of our Class B common stock in the change in control or the average of the last reported sale prices of our Class B common stock over the five trading-day period ending on the trading day preceding the effective date of such qualifying fundamental change, as described below under "Description of the Notes—Adjustment to Shares Delivered Upon Conversion Upon a Qualifying Fundamental Change." The adjustment to the conversion rate for notes converted in connection with a qualifying fundamental change may not adequately compensate you for any lost value of your notes as a result of such transaction. In addition, if the price paid per share of our Class B common stock in the qualifying fundamental change or the average of the last reported sale prices of our Class B common stock over the five trading-day period ending on the trading day
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preceding the effective date of such qualifying fundamental change, as applicable, is greater than $            per share or less than $            (in each case, subject to adjustment), no adjustment will be made to the conversion rate.
We may not have, and may not have the ability to raise, the funds necessary to repurchase the notes upon a fundamental change or to pay you cash upon conversion of your notes, as required by the indenture governing the notes.
        Following a fundamental change as described under "Description of the Notes—Purchase of Notes at Your Option Upon a Fundamental Change," holders of notes may require us to repurchase their notes for cash. A fundamental change may also constitute an event of default or prepayment under, and result in the acceleration of the maturity of, our then-existing indebtedness. In addition, we will be required to make cash payments to holders upon conversion of the notes, which may occur upon any of the circumstances described under "Description of the Notes—Conversion of Notes." We cannot assure you that we will have sufficient financial resources, or will be able to arrange financing, to pay the repurchase price in cash with respect to any notes tendered by holders for repurchase upon a fundamental change or to make cash payments with respect to any notes that are converted. In addition, restrictions in our then-existing credit facilities or other indebtedness may not allow us to repurchase the notes or to make cash payments due upon conversion of the notes. Our failure to repurchase the notes when required or to make cash payments upon conversion of the notes will result in an event of default with respect to the notes, which could, in turn, constitute a default under the terms of our other indebtedness.
Some significant restructuring transactions may not constitute a fundamental change, in which case we would not be obligated to offer to repurchase the notes.
        Upon the occurrence of a fundamental change, you have the right to require us to repurchase the notes. However, the fundamental change provisions will not afford protection to holders of notes in the event of certain transactions. For example, transactions such as leveraged recapitalizations, refinancings, restructurings, or acquisitions initiated by us would not constitute a fundamental change requiring us to repurchase the notes. In the event of any such transaction, the holders would not have the right to require us to repurchase the notes, even though each of these transactions could increase the amount of our indebtedness, or otherwise adversely affect our capital structure or any credit ratings, thereby adversely affecting the holders of notes.
Upon conversion of the notes, we will pay only cash in settlement of the principal amount or (if lower) the conversion value thereof and we will settle any amounts in excess thereof in shares of our Class B common stock or in cash, at our option.
        The notes will be net share settled, which means that we will satisfy our conversion obligation to holders by paying only cash in settlement of the lesser of the principal amount and the conversion value of the notes and by delivering at our option cash or shares of our Class B common stock in settlement of the portion of the conversion obligation (if any) in excess of the principal amount of the notes. Accordingly, upon conversion of a note, holders might not receive any shares of our Class B common stock. In addition, any settlement of a conversion of notes will occur on the third business day immediately following the 25 trading day period beginning on the third trading day after our receipt of the holder's conversion notice (or, in the case of notes surrendered for conversion after the 30th scheduled trading day prior to the maturity date and on or prior to the close of business on the business day immediately preceding maturity, the trading day following the maturity date) and the value will be based upon the value of our Class B common stock during a 25-day reference period. Accordingly, you may receive less value than you expected because the value of our Class B common stock may decline (or fail to appreciate as much as you may expect) between the day that you exercise your conversion right and the day on which we settle our conversion obligation.
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Although the notes are referred to as "senior notes," the notes are effectively subordinated to any liabilities of our subsidiaries that are not subsidiary guarantors and the rights of our existing and future secured creditors.
        The notes will be structurally subordinated to all present and future debt and other obligations of our subsidiaries that are not subsidiary guarantors. In addition, the notes and the guarantees are effectively subordinated to all of our and the subsidiary guarantors' present and future secured debt to the extent of the value of the assets securing such debt. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization or other bankruptcy proceeding, holders of secured obligations will have prior claim to those assets that constitute their collateral. Holders of the notes will participate ratably with all holders of our unsecured obligations that are deemed to be of the same class as the notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the notes.
Federal or state laws allow courts, under specific circumstances, to void debts, including guarantees, and could require holders of notes to return payments received from the guarantors.
        Our obligations under the notes are guaranteed by certain of our subsidiaries. Under federal or state fraudulent transfer law, if a subsidiary guarantor becomes a debtor in a case under the United States Bankruptcy Code or suffers other financial difficulty, a court might avoid (that is, cancel) its guarantee. A court might do so if it found that:
•
the subsidiary received less than reasonably equivalent value or fair consideration for its guarantee; and

•
when the subsidiary entered into its guarantee (or, in some jurisdictions, when it became obligated to make payments under its guarantee), it either:

•
was or was rendered insolvent;

•
was left with inadequate capital to conduct its business; or

•
believed or should have believed that it would incur debts beyond its ability to pay.
        A court might also avoid a subsidiary's guarantee, without regard to these factors, if it found that the subsidiary entered into its guarantee with actual intent to hinder, delay, or defraud its creditors.
        The measure of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. In general, a court would consider an entity insolvent if:
•
the sum of its existing debts, including contingent and unliquidated liabilities, exceeds the fair salable value of all of its assets;

•
the present fair salable value of its assets is less than the amount required to pay the probable liability on its existing debts, including contingent and unliquidated liabilities, as they become due; or

•
it could not pay its debts as they become due.
        We cannot be sure that the standards that a court would use to determine whether or not the guarantor was solvent at the relevant time, or, regardless of the standard that the court uses, that the issuance of the guarantee of the notes would not be voided or subordinated to the guarantor's other debt.
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        If the guarantees were legally challenged, they could also be subject to the claim that, since they were incurred for our benefit, and only indirectly for the benefit of the guarantors, the obligations of the guarantors were incurred for less than fair consideration.
        A court could thus void the obligations under the guarantee or subordinate the guarantee to the guarantor's other debt or take other action detrimental to holders of the notes.
The notes may not have an active market and the price may be volatile, so you may be unable to sell your notes at the price you desire or at all.
        The notes are a new issue of securities for which there is currently no active trading market. We cannot ensure that a liquid market will develop for the notes, that you will be able to sell any of the notes at a particular time (if at all) or that the prices you receive if or when you sell the notes will be above their initial offering price. In addition, we do not intend to apply for listing of the notes on any securities exchange or on any automated dealer quotation system. The underwriters have advised us that they intend to make a market in the notes, but they are not obligated to do so and may discontinue any market-making in the notes at any time in their sole discretion and without notice. Future trading prices of the notes on any market that may develop will depend on many factors, including our operating performance and financial condition, prevailing interest rates, the market for similar securities, and general economic conditions.
        Moreover, even if you are able to sell your notes, you may not receive a favorable price for your notes. Future trading prices of the notes will depend on many factors, including, among other things, prevailing interest rates, our operating results, the price of our Class B common stock and the market for similar securities. Historically, the market for convertible debt has been subject to disruptions that have caused volatility in prices. It is possible that the market for the notes will be subject to disruptions that may have a negative effect on the holders of the notes, regardless of our prospects or financial performance.
Any adverse rating of the notes may cause the value of the notes to fall.
        We do not intend to seek a rating on the notes by Standard & Poor's Credit Market Services, Moody's Investor Services, Inc., or any other rating agency. If the notes are rated in the future, one or both of these rating agencies may lower the ratings on the notes. If the rating agencies reduce their ratings on the notes in the future or indicate that they have their ratings on the notes under surveillance or review with possible negative implications, the value of the notes could decline. In addition, a ratings downgrade could adversely affect our ability to access capital. Ratings on the notes are not a recommendation to buy the notes and such ratings may be withdrawn or changed at any time.
We may issue additional shares of Class B common stock and thereby materially and adversely affect the price of our Class B common stock.
        Except as described under "Underwriting," we are not restricted from issuing additional shares of our Class B common stock, or securities convertible into our Class B common stock, during the life of the notes and have no obligation to consider your interests for any reason. If we issue additional shares of our Class B common stock or such convertible securities, we may materially and adversely affect the price of our Class B common stock and, in turn, the price of the notes.
The conversion price of the notes may not be adjusted for all dilutive events.
        The conversion price of the notes is subject to adjustment for certain events, including, but not limited to, the issuance of stock dividends on our Class B common stock, the issuance of certain rights or warrants, subdivisions, combinations, distributions of capital stock, indebtedness, or assets, cash dividends, and certain issuer tender or exchange offers as described under "Description of the Notes—
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Conversion of Notes—Conversion Price Adjustments." The conversion price will not be adjusted for other events, such as a third party tender or exchange offer or an issuance of Class B common stock for cash, that may adversely affect the trading price of the notes or the Class B common stock. An event that adversely affects the value of the notes may occur, and that event may not result in an adjustment to the conversion price.
The conditional conversion feature of the notes could result in your receiving less than the value of our Class B common stock into which a note would otherwise be convertible.
        Until January 31, 2013, the notes are convertible into shares of our Class B common stock only if specified conditions are met. If the specific conditions for conversion are not met, you will not be able to convert your notes, and you may not be able to receive the value of the Class B common stock into which the notes would otherwise be convertible.
The notes are not protected by restrictive covenants.
        The indenture governing the notes will not contain any financial or operating covenants or restrictions on the payment of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries. The indenture will not contain covenants or other provisions to afford protection to holders of the notes in the event of a fundamental change except as described under "Description of the Notes—Purchase of Notes at Your Option Upon a Fundamental Change."
Our Class B common stock price could be volatile and could decline.
        Our Class B common stock price could fluctuate substantially or decline suddenly in the future due to the following factors, among others:
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Quarterly and annual financial and operating results;

•
Failure to meet estimates or expectations of securities analysts or our projections;

•
Changes in stock market analyst recommendations regarding our Class B common stock, the common stock of companies that investors deem comparable to us or our industry generally;

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Operating and stock price performance of other companies that investors deem comparable to us;

•
Changes in governmental regulations;

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Future sales of substantial amounts of Class B common stock by us or our existing stockholders; and

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Future sales of Class B common stock by our directors and officers.
        General market fluctuations, industry factors and general economic and political conditions or events, economic slowdowns, interest rate changes, credit loss trends or currency fluctuations could also cause our Class B common stock price to decrease regardless of our operating performance.
Future sales of shares of our Class B common stock may depress our stock price.
        If we issue Class B common stock to raise capital, or our stockholders transfer their ownership of our Class B common stock or sell a substantial number of shares of Class B common stock in the public market, or investors become concerned that substantial sales might occur, the market price of our Class B common stock could decrease. To the extent outstanding options are exercised or additional shares of capital stock are issued, existing stockholders may incur additional dilution.
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Conversion of the notes will dilute the ownership interest of our existing stockholders, including holders who had previously converted their notes.
        The conversion of some or all of the notes will dilute the ownership interests of our existing stockholders. Any sales in the public market of our Class B common stock issuable upon such conversion could adversely affect prevailing market prices of our Class B common stock. In addition, the existence of the notes may encourage short selling by market participants because the conversion of the notes could depress the price of our Class B common stock.
The trading prices for the notes will be directly affected by the trading prices for our Class B common stock, which are difficult to predict.
        The price of our Class B common stock could be affected by possible sales of our Class B common stock by investors who view the notes as a more attractive means of equity participation in us by hedging or arbitrage trading activity that may develop involving our Class B common stock. This arbitrage could, in turn, affect the trading prices of the notes. This may result in greater volatility in the market price of the notes than would be expected for nonconvertible debt securities.
If you hold notes, you are not entitled to any rights with respect to our Class B common stock, but you are subject to all changes made with respect to our Class B common stock.
        If you hold notes, you will not be entitled to any rights with respect to our Class B common stock (including, without limitation, voting rights and rights to receive any dividends or other distributions on our Class B common stock), but you will be subject to all changes affecting the Class B common stock. You will only be entitled to rights on the Class B common stock if and when we deliver shares of Class B common stock to you upon conversion of your notes. For example, in the event that an amendment is proposed to our restated certificate of incorporation or by-laws requiring stockholder approval and the record date for determining the stockholders of record entitled to vote on the amendment occurs prior to your conversion of notes, you will not be entitled to vote on the amendment, although you will nevertheless be subject to any changes in the powers, preferences, or special rights of our Class B common stock or other classes of capital stock.
The convertible note hedge and call warrant transactions may affect the value of the notes and the trading price of our Class B common stock.
        We intend to enter into privately-negotiated convertible note hedge transactions with affiliates of certain of the underwriters, which we expect to reduce the potential dilution to our Class B common stock upon any conversion of the notes. In the event that a counterparty in a transaction fails to deliver shares to us as required under the note hedge documents or as a result of a breach of the note hedge documents by us, we will be required to issue shares in order to meet our share delivery obligations with respect to the converted notes. We also intend to enter into warrant transactions with affiliates of certain of the underwriters with respect to our Class B common stock pursuant to which we may issue shares of our Class B common stock. In connection with these transactions, we expect to pay approximately $45 million (assuming no exercise of the underwriters' over-allotment option) of the net proceeds of the offering, representing the net cost to us of the convertible note hedge transactions, partially offset by the proceeds to us of the warrant transactions. In connection with hedging these transactions, the counterparties or their affiliates may enter into various over-the-counter derivative transactions with respect to our Class B common stock at, and possibly after, the pricing of the notes and may purchase our Class B common stock in secondary market transactions following the pricing of the notes. These activities could have the effect of increasing the price of our Class B common stock prior to and possibly following the pricing of the notes. The counterparties or their affiliates are likely to modify their respective hedge positions from time to time prior to conversion or maturity of the notes (including during any conversion period related to conversion of the notes) by purchasing and
24

selling shares of our Class B common stock, other of our securities or other instruments they may wish to use in connection with such hedging. The magnitude of any of these transactions and activities and their effect, if any, on the market price of our Class B common stock or the notes will depend in part on market conditions and our settlement election under the notes and cannot be ascertained at this time, but any of these activities could adversely affect the value of our Class B common stock (including during any period used to determine the amount of consideration deliverable upon conversion of the notes) and the value of the notes and, as a result, the conversion value you will receive upon the conversion of the notes and, under certain circumstances, your ability to convert the notes.
If we pay a cash dividend on our Class B common stock, you may be deemed to have received a taxable dividend without the receipt of any cash.
        If we pay a cash dividend on our Class B common stock, an adjustment to the conversion rate may result, and you may be deemed to have received a taxable dividend subject to U.S. federal income tax without the receipt of any cash. If you are a non-U.S. holder (as defined in "Certain U.S. Federal Income Tax Considerations"), such deemed dividend may be subject to U.S. federal withholding tax at a 30% rate or such lower rate as may be specified by an applicable treaty. See "Certain U.S. Federal Income Tax Considerations." If we pay withholding taxes on behalf of a holder, we may, at our option, set off such payments against payments of cash and common stock on the notes. See the discussions under the headings "Certain U.S. Federal Income Tax Considerations—Consequences to U.S. Holders—Constructive Distributions" and "Certain U.S. Federal Income Tax Considerations—Consequences to Non-U.S. Holders—Dividends on the Common Stock and Constructive Distributions" for more details.
Conversion of notes into cash or a combination of both cash and our Class B common stock will require U.S. holders to recognize taxable gains.
        Upon the conversion of a note into cash or a combination of cash and our Class B common stock, a U.S. holder generally will be required to recognize gain on the conversion for United States federal income tax purposes. Prospective investors should carefully review the information regarding tax considerations relevant to an investment in the notes set forth under "Certain U.S. Federal Income Tax Considerations" and are also urged to consult their own tax advisors prior to investing in the notes.
The fundamental change purchase feature of the notes may delay or prevent an otherwise beneficial attempt to take over our company.
        The terms of the notes require us to purchase the notes for cash in the event of a fundamental change. A takeover of our company would trigger the requirement that we purchase the notes. This may have the effect of delaying or preventing a takeover of our company that would otherwise be beneficial to investors.
Any potential acquisition of Molson Coors may be discouraged by the company's capital structure.
        Because Pentland and the Coors Trust collectively own a controlling interest in our Class A common stock and Class A exchangeable shares, a third party may be deterred from pursuing a tender offer, change in control or take-over attempt in respect of Molson Coors that is not supported by them. Provisions of Delaware law may also make any potential acquisition of the company more difficult. See "Description of Capital Stock."
25

 
 USE OF PROCEEDS
        We estimate that the net proceeds from this offering, after deducting estimated fees and expenses and the underwriters' discounts and commissions, will be approximately $492 million (or, if the underwriters fully exercise their over-allotment option to purchase additional notes, approximately $566 million).
        Assuming no exercise of the underwriters' over-allotment option, we intend to use approximately $45 million of the net proceeds of the offering to pay the net cost of the convertible note hedge and warrant transactions, approximately $397 million of the net proceeds to fund a portion of the cost to our subsidiary, CBC, of the Tender Offer (the remainder of which will be funded with cash on hand) and approximately $50 million of the net proceeds to fund a voluntary pension contribution.
        If the underwriters exercise their over-allotment option in full, we intend to use approximately $7 million of the resulting net proceeds to pay the net cost of increasing the size of the convertible note hedge and warrant transactions and approximately $67 million of the resulting net proceeds to fund the Tender Offer (reducing the amount of cash on hand required to fund the Tender Offer). If the Tender Offer is not fully subscribed or fails to close, any net proceeds that become available for other uses as a result will be used for general corporate purposes.
26

 
 
 PRICE RANGE OF COMMON STOCK
        Our Class B common stock is traded on the NYSE and the Toronto Stock Exchange under the symbol "TAP." Prior to the Merger, our Class B non-voting common stock was traded on the NYSE, under the symbol "RKY" (since March 11, 1999) and prior to that was quoted on the NASDAQ National Market under the symbol "ACCOB."
        In connection with the Merger and effective February 9, 2005, we now have Class A and Class B common stock trading on the NYSE under the symbols "TAP A" and "TAP," respectively, and on the Toronto Stock Exchange as "TAP.A" and "TAP.B," respectively. In addition, our indirect subsidiary Molson Coors Canada Inc. ("MCCI"), has Exchangeable Class A and Exchangeable Class B shares trading on the Toronto Stock Exchange under the symbols "TPX.A" and "TPX.B," respectively.
Class B Common Stock
        The following table sets forth, for the periods indicated, the dividends paid and high and low sales prices per share of our Class B common stock as reported by the NYSE.

 	 	High
	 	Low
	 	Dividends
	 	
2005	 	 	 	 	 	 	 	 	 	 	
First quarter	 	$	78.11	 	$	66.95	 	$	0.32	 	
Second quarter	 	 	79.99	 	 	57.37	 	 	0.32	 	
Third quarter	 	 	67.68	 	 	59.35	 	 	0.32	 	
Fourth quarter	 	 	67.75	 	 	60.70	 	 	0.32	 	

2006	

 	

 	

 	
 	
First quarter	 	$	70.78	 	$	60.75	 	$	0.32	 	
Second quarter	 	 	74.08	 	 	63.43	 	 	0.32	 	
Third quarter	 	 	71.90	 	 	65.44	 	 	0.32	 	
Fourth quarter	 	 	76.99	 	 	64.25	 	 	0.32	 	

2007	

 	

 	

 	
 	
First quarter	 	$	95.11	 	$	75.11	 	$	0.32	 	
Second quarter (through June 8, 2007)	 	 	99.24	 	 	88.02	 	 	0.32	 (1)	

(1)
Declared and to be paid to holders of record as of May 31, 2007.
        On June 8, 2007, the closing price of our Class B common stock on the NYSE was $89.12 per share. There were approximately 2,966 holders of record of our Class B common stock as of June 1, 2007.
27

Class A Common Stock
        The following table sets forth, for the periods indicated, the dividends paid and high and low sales prices per share of our Class A common stock as reported by the NYSE.

 	 	High
	 	Low
	 	Dividends
	 	
2005	 	 	 	 	 	 	 	 	 	 	
First quarter	 	$	75.75	 	$	68.50	 	$	0.32	 	
Second quarter	 	 	80.01	 	 	63.69	 	 	0.32	 	
Third quarter	 	 	68.49	 	 	62.31	 	 	0.32	 	
Fourth quarter	 	 	67.41	 	 	63.40	 	 	0.32	 	

2006	

 	

 	

 	
 	
First quarter	 	$	70.50	 	$	61.25	 	$	0.32	 	
Second quarter	 	 	72.85	 	 	65.69	 	 	0.32	 	
Third quarter	 	 	71.11	 	 	65.67	 	 	0.32	 	
Fourth quarter	 	 	76.00	 	 	65.50	 	 	0.32	 	

2007	

 	

 	

 	
 	
First quarter	 	$	96.00	 	$	76.00	 	$	0.32	 	
Second quarter (through June 8, 2007)	 	 	105.00	 	 	89.00	 	 	0.32	 (1)	

(1)
Declared and to be paid to holders of record as of May 31, 2007.
        On June 8, 2007, the closing price of our Class A common stock on the NYSE was $89.00 per share. There were approximately 28 holders of record of our Class A common stock as of June 1, 2007.
Exchangeable Class A Shares
        The following table sets forth, for the periods indicated, the dividends paid and high and low sales prices per share of our Exchangeable Class A shares as reported by the Toronto Stock Exchange.

 	 	High
	 	Low
	 	Dividends
	 	
2005	 	 	 	 	 	 	 	 	
First quarter	 	CAD 92.99	 	CAD 84.45	 	$	0.32	 	
Second quarter	 	98.09	 	75.68	 	 	0.32	 	
Third quarter	 	80.16	 	76.11	 	 	0.32	 	
Fourth quarter	 	80.90	 	74.93	 	 	0.32	 	

2006	

 	

 	

First quarter	 	CAD 79.53	 	CAD 70.17	 	$	0.32	 	
Second quarter	 	77.90	 	74.49	 	 	0.32	 	
Third quarter	 	77.45	 	75.00	 	 	0.32	 	
Fourth quarter	 	88.99	 	75.64	 	 	0.32	 	

2007	

 	

 	

First quarter	 	CAD 108.00	 	CAD 91.00	 	$	0.32	 	
Second quarter (through June 8, 2007)	 	110.00	 	96.50	 	 	0.32	 (1)	

(1)
Declared and to be paid to holders of record as of May 31, 2007.

        On June 8, 2007, the closing price of our Exchangeable Class A shares on the Toronto Stock Exchange was CAD 97.16 per share. There were approximately 308 holders of record of our Exchangeable Class A shares as of June 1, 2007.
28

 
Exchangeable Class B Shares
        The following table sets forth, for the periods indicated, the dividends paid and high and low sales prices per share of our Exchangeable Class B shares as reported by the Toronto Stock Exchange.

 	 	High
	 	Low
	 	Dividends
	 	
2005	 	 	 	 	 	 	 	 	
First quarter	 	CAD 93.25	 	CAD 82.50	 	$	0.32	 	
Second quarter	 	98.28	 	71.94	 	 	0.32	 	
Third quarter	 	81.91	 	73.42	 	 	0.32	 	
Fourth quarter	 	80.80	 	71.05	 	 	0.32	 	

2006	

 	

 	

First quarter	 	CAD 82.49	 	CAD 69.66	 	$	0.32	 	
Second quarter	 	83.30	 	71.00	 	 	0.32	 	
Third quarter	 	81.00	 	73.23	 	 	0.32	 	
Fourth quarter	 	89.35	 	72.51	 	 	0.32	 	

2007	

 	

 	

First quarter	 	CAD 109.92	 	CAD 88.01	 	$	0.32	 	
Second quarter (through June 8, 2007)	 	110.01	 	93.50	 	 	0.32	 (1)	

(1)
Declared and to be paid to holders of record as of May 31, 2007.
        On June 8, 2007, the closing price of our Exchangeable Class B shares on the Toronto Stock Exchange was CAD 94.13 per share. There were approximately 3,175 holders of record of our Exchangeable Class B shares as of June 1, 2007.
29

 
 CAPITALIZATION
        The following table sets forth our cash, cash equivalents, investments in marketable securities and capitalization as of April 1, 2007 (1) on an actual basis; and (2) as adjusted to give effect to our sale of the notes pursuant to this offering, our application of the net proceeds of this offering, after deducting the underwriters' discounts and commissions and estimated offering expenses payable by us, as described under "Use of Proceeds," and the consummation of the Tender Offer (assuming it is fully subscribed).
        This table should be read in conjunction with "Use of Proceeds" and "Summary Historical Consolidated Financial Data" in this prospectus and our consolidated financial statements and related notes incorporated by reference in this prospectus.

 	 	As of April 1, 2007
	 	
 	 	Actual
	 	As adjusted (1)
	 	
 	 	(in thousands)
	 	
Cash and cash equivalents and investments in marketable securities	 	$	119,364	 	$	40,964	(2)	
 	 		 		 	
Short-term borrowings and current portion of long-term debt:	 	 	 	 	 	 	 	
 	Short-term borrowings	 	 	25,576	 	 	25,576	 	
 	Senior Credit Facility	 	 	56,210	 	 	56,210	 	
 	Current portion of Other Notes Payable	 	 	4,008	 	 	4,008	 	
 	 		 		 	
 	 	Total short-term borrowings and current portion of long-term debt	 	 	85,794	 	 	85,794	 	
 	 		 		 	
Long-term debt:	 	 	 	 	 	 	 	
 	6 3 / 8 % Senior Notes due 2012	 	 	848,714	 	 	399,640	 	
 	Commercial Paper	 	 	—	 	 	—	 	
 	Senior Credit Facility	 	 	—	 	 	—	 	
 	4.85% Senior Notes due 2010	 	 	300,000	 	 	300,000	 	
 	5.00% Senior Notes due 2015 (3)	 	 	778,246	 	 	778,246	 	
 	      % Senior Convertible Notes due 2013 offered hereby	 	 	—	 	 	500,000	 	
 	 		 		 	
 	Other Notes Payable	 	 	212,875	 	 	212,875	 	
 	 		 		 	
 	 	Total long-term debt	 	 	2,139,835	 	 	2,190,761	 	
 	 		 		 	
Stockholders' equity:	 	 	 	 	 	 	 	
 	Capital stock:	 	 	 	 	 	 	 	
 	 	Preferred stock, non-voting, no par value (authorized: 25,000,000 shares; none issued)	 	 	—	 	 	—	 	
 	 	Class A common stock, voting, $0.01 par value (authorized: 500,000,000 shares; issued and outstanding: 1,337,386 shares)	 	 	13	 	 	13	 	
 	 	Class B common stock, non-voting, $0.01 par value (authorized: 500,000,000 shares; issued and outstanding: 70,364,218 shares)	 	 	704	 	 	704	 	
 	 	Class A exchangeable shares (issued and outstanding: 1,657,112 shares)	 	 	124,698	 	 	124,698	 	
 	 	Class B exchangeable shares (issued and outstanding: 15,930,914 shares)	 	 	1,198,805	 	 	1,198,805	 	
 	 		 		 	
 	 	 	Total capital stock	 	 	1,324,220	 	 	1,324,220	 	
Paid-in capital	 	 	2,669,628	 	 	2,619,128	 	
Retained earnings	 	 	1,544,014	 	 	1,544,014	 	
Accumulated other comprehensive income	 	 	383,440	 	 	383,440	 	
 	 		 		 	
 	Total stockholders' equity	 	 	5,921,302	 	 	5,870,802	 	
 	 		 		 	
 	 	Total capitalization	 	$	8,146,931	 	$	8,147,357	 	

(1)
As adjusted assuming a net cost to us of the convertible note hedge and warrant transactions of approximately $45 million.

(2)
Adjustments to this item reflect our current estimate of the total payments we will be required to make in the Tender Offer, assuming that it is fully subscribed. The Tender Offer is currently pending and it is not yet known what principal amount of the CBC notes will be tendered or whether the Tender Offer will be successfully completed. In addition, the actual cost of the Tender Offer, if it is successful, is not known at this time because it depends on the amount of CBC notes tendered, whether the current timing for the Tender Offer changes and the yield borne by the reference US Treasury security used in
30

the pricing of the Tender Offer at the time the price for the Tender Offer is fixed. In particular, the cost of the CBC tender will increase if the yield of the reference US Treasury security declines and decrease if that yield increases. The cost of the Tender Offer has been estimated on the basis of assumptions that (1) the full amount tendered for in the Tender Offer will be tendered, (2) the timing for the Tender Offer will not change and (3) the reference security used in pricing the Tender Offer will bear the same yield on the date the price for the Tender Offer is fixed as it bore on June 8, 2007. These assumptions are made for illustrative purposes only and actual conditions will likely differ from these assumptions.
(3)
Converted from Canadian dollars to USD at an exchange rate of CAD 1.154 per USD 1.00.
31

 
 PURCHASE OF CONVERTIBLE NOTE HEDGE AND SALE OF WARRANT
        Concurrently with the pricing of the notes, we intend to enter into privately-negotiated convertible note hedge transactions with respect to our Class B common stock (the "purchased call options") with affiliates of certain of the underwriters (the "counterparties"). The purchased call options will cover, subject to customary anti-dilution adjustments substantially identical to those in the notes, approximately                         shares of our Class B common stock. Separately and concurrently with entering into the purchased call options, we also intend to enter into warrant transactions with the counterparties with respect to our Class B common stock, whereby we will sell to the counterparties a warrant to acquire, subject to customary anti-dilution adjustments, approximately                         shares of our Class B common stock (the "sold warrants"). The sold warrants expire after the purchased call options. If the underwriters exercise their over-allotment option to purchase additional notes, we expect to amend the purchased call options and the sold warrant transactions to increase the shares underlying each such transaction by an amount equal to the number of shares initially issuable upon conversion of the additional notes, subject to certain exceptions.
        The purchased call options and sold warrants are separate transactions, each entered into by us with the counterparties, are not part of the terms of the notes and will not affect the holders' rights under the notes. As a holder of the notes, you will not have any rights with respect to the purchased call options or the sold warrants.
        The purchased call options are expected to reduce the potential dilution to our Class B common stock upon any conversion of the notes in the event that the market value per share of our Class B common stock, as measured under the purchased call option, at the time of exercise is greater than the strike price of the purchased call option, which corresponds to the initial conversion price of the notes and is similarly subject to certain customary adjustments. If, however, the volume-weighted average price per share of our Class B common stock exceeds the strike price of the sold warrants when the sold warrants are exercised, we will be required to issue shares of our Class B common stock to the counterparties, and those issuances will have a dilutive effect on our earnings per share.
        For a discussion of hedging arrangements that may be entered into in connection with these purchased call option and sold warrants, see "Risk Factors—Risks Related to the Notes and Our Common Stock—The convertible note hedge and warrant option transactions may affect the value of the notes and the trading price of our Class B common stock."
32

 
 DESCRIPTION OF THE NOTES
        We will issue the notes under an indenture, to be dated as of the date we consummate the offer, among us, the subsidiary guarantors and Deutsche Bank Trust Company Americas, as trustee, as supplemented by a first supplemental indenture, also dated as of the date we consummate the offer, among the same parties (together, the "indenture").
        The following summarizes some, but not all, of the provisions of the notes and the indenture. We urge you to read the indenture and the form of certificate evidencing the notes in their entirety, because they, and not this description, define your rights as a holder of the notes. You may request a copy of these documents at our address shown under "Where You Can Find More Information."
        In this section entitled "Description of the Notes," when we refer to "Molson Coors," "we," "our" or "us," we are referring to Molson Coors Brewing Company and not any of its subsidiaries.
General
        We will issue $500,000,000 (or $575,000,000 if the underwriters exercise their over-allotment option in full) aggregate principal amount of notes. The notes will be convertible into cash and Class B common stock, if any, as described under "—Conversion of Notes." They will be issued only in denominations of $1,000 and in multiples of $1,000. The notes will be fully and unconditionally guaranteed on a joint and several basis by certain of our existing and future subsidiaries, the subsidiary guarantors. The notes will mature on July 30, 2013, unless earlier converted by you or purchased by us at your option upon the occurrence of a fundamental change (as defined below). The notes are not subject to redemption at our option prior to maturity.
        The notes and the guarantees will be our and the subsidiary guarantors' respective senior unsecured obligations. The notes will rank pari passu with all of our and the subsidiary guarantors' respective other senior unsecured debt and senior to any subordinated debt that we or the subsidiary guarantors, respectively, may incur. The notes will be structurally subordinated to all present and future debt and other obligations of our subsidiaries that are not subsidiary guarantors. In addition, the notes and the guarantees will be effectively subordinated to any secured debt that we or the subsidiary guarantors, respectively, may incur. See "Risk Factors—Risks Relating to the Notes—Although the notes are referred to as 'senior notes,' the notes are effectively subordinated to any liabilities of our subsidiaries that are not subsidiary guarantors and the rights of our existing and future secured creditors."
        Neither we nor our subsidiaries, including the subsidiary guarantors, are restricted from paying dividends, incurring debt or issuing or repurchasing our securities under the indenture. In addition, there are no financial covenants in the indenture. You are not protected by the indenture in the event of a highly leveraged transaction, a change in control of Molson Coors or a termination in the trading of our Class B common stock, except to the extent described under "—Purchase of Notes at Your Option Upon a Fundamental Change" and "—Conversion of Notes—Conversion Upon Specified Corporate Transactions."
        We will pay interest on the notes at a rate of            % per annum, payable semi-annually in arrears on January 30 and July 30 of each year, or if any such day is not a business day, the immediately following business day (each, an "interest payment date"), commencing July 30, 2007, to holders of record at the close of business on the preceding January 15 and July 15, respectively. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. In the event of the maturity, conversion, or purchase by us at the option of the holder, interest ceases to accrue on the notes under the terms of and subject to the conditions of the indenture. A "business day" is any day other than (x) a Saturday, (y) a Sunday or (z) a day on which state or federally chartered banking institutions in New York, New York are not required to be open.
33

        We may, without the consent of the holders, reopen the notes and issue additional notes under the indenture with the same terms and with the same CUSIP numbers as the notes offered hereby in an unlimited aggregate principal amount, provided that no such additional notes may be issued unless fungible with the notes offered hereby for U.S. federal income tax purposes. The notes offered hereby and any such additional notes would be treated as a single class for all purposes under the indenture and would vote together as one class on all matters with respect to the notes. We may also from time to time repurchase the notes in open market purchases or negotiated transactions without prior notice to holders.
        We will maintain an office in the City of New York where the notes may be presented for registration, transfer, exchange or conversion. This office will initially be an office or agency of the trustee. Except under limited circumstances described below, the notes will be issued only in fully-registered book-entry form, without coupons, and will be represented by one or more global notes. There will be no service charge for any registration of transfer or exchange of notes. We may, however, require holders to pay a sum sufficient to cover any tax or other governmental charge payable in connection with certain transfers or exchanges.
Guarantees
        The notes will be jointly and severally guaranteed on a full and unconditional senior unsecured basis by each of the subsidiary guarantors (all of which are wholly owned directly or indirectly by us). Each subsidiary guarantor will fully and unconditionally guarantee the payment of all of the principal of, and interest on, the notes when due, whether at maturity or otherwise. Each subsidiary guaranty will be limited as necessary to prevent such subsidiary guaranty from being rendered voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. See "Risk Factors—Risks Relating to the Notes—Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors."
        The subsidiary guarantors will initially be the same entities that have guaranteed the Molson Coors Capital Finance ULC 4.85% Senior Notes due 2010 (US$300,000,000 aggregate principal amount outstanding), the Molson Coors Capital Finance ULC 5.00% notes due 2015 (CDN$900,000,000 aggregate principal amount outstanding) and the Coors Brewing Company 6.375% fixed rate senior notes due 2012 (US$850,000,000 aggregate principal amount outstanding). In addition, we will cause each of our subsidiaries that guarantees certain senior debt of ours after the first original issue date of the notes to execute and deliver to the trustee a guaranty pursuant to which such subsidiary will guarantee payment of the notes on the same terms and conditions as the original guarantees from the initial subsidiary guarantors. Certain information regarding the current subsidiary guarantors is found in Note 12 to the financial statements contained in our Quarterly Report on Form 10-Q for the period ended April 1, 2007 and Note 22 to the financial statements contained in our Annual Report on Form 10-K for the period ended December 31, 2006.
        A subsidiary guarantor will be released and relieved from all its obligations under its subsidiary guaranty in the following circumstances, each of which is permitted by the indenture:
(1)
upon the sale or other disposition (including by way of consolidation or merger), in one transaction or a series of related transactions, of a majority of the total voting power of the capital stock or other interests of such subsidiary guarantor (other than to us or any of our affiliates);

(2)
upon the sale or disposition of all or substantially all the assets of such subsidiary guarantor (other than to us or any of our affiliates); or
34

(3)
if at any time when no default has occurred and is continuing with respect to the notes, such subsidiary guarantor no longer guarantees any other debt of ours or any other subsidiary guarantor.
        Any subsidiary guarantor that makes a payment under its guaranty will be entitled to a contribution from each other subsidiary guarantor in an amount equal to such other subsidiary guarantor's pro rata portion of such payment based on the respective net assets of all the subsidiary guarantors at the time of such payment, determined in accordance with U.S. generally accepted accounting principles.
Conversion of Notes
    General
        Holders may surrender notes for conversion at any time prior to the close of business on January 30, 2013, and receive the consideration described below under "—Payment Upon Conversion," only if any of the following conditions is satisfied:
•
during any calendar quarter (and only during such calendar quarter) commencing after the date of original issuance of the notes, if the closing sale price of our Class B common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the calendar quarter preceding the quarter in which the conversion occurs is more than 130% of the conversion price of the notes in effect on that last trading day;

•
during the ten consecutive trading-day period following any five consecutive trading-day period in which the trading price for the notes for each such trading day was less than 95% of the closing sale price of our Class B common stock on such date multiplied by the then current conversion rate; or

•
if we make certain significant distributions to holders of our Class B common stock, we enter into specified corporate transactions or our Class B common stock is not approved for listing on the New York Stock Exchange and is not listed for trading on another U.S. national securities exchange.
We describe each of these conditions in greater detail below.
        However, after January 30, 2013, holders may surrender their notes for conversion at any time prior to the close of business on the business day immediately preceding the maturity date regardless of whether any of the foregoing conditions is satisfied.
        Upon conversion of a note, a holder will not receive any cash payment of interest (unless such holder is the holder on a regular record date and such conversion occurs between such regular record date and the interest payment date to which it relates) and we will not adjust the conversion rate to account for accrued and unpaid interest. Our delivery to the holder of cash and shares, if any, of our Class B common stock into which the note is convertible will be deemed to satisfy our obligation with respect to such note. Accordingly, any accrued but unpaid interest will be deemed to be paid in full upon conversion, rather than cancelled, extinguished or forfeited.
        Holders of notes at the close of business on a regular record date will receive payment of interest payable on the corresponding interest payment date notwithstanding the conversion of such notes at any time after the close of business on the applicable regular record date. Notes surrendered for conversion by a holder after the close of business on any regular record date but prior to the next interest payment date must be accompanied by payment of an amount equal to the interest that will be payable on the notes; provided, however, that no such payment need be made (1) if we have specified a purchase date following a fundamental change that is after a record date and on or prior to the next interest payment date, (2) with respect to any notes surrendered for conversion following the record
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date for the payment of interest immediately preceding the stated maturity date or (3) only to the extent of overdue interest, if any overdue interest exists at the time of conversion with respect to such note.
    Conversion Upon Satisfaction of Market Price Condition
        Holders may surrender notes for conversion during any calendar quarter (and only during such calendar quarter) commencing after the date of original issuance of the notes if the closing sale price (as defined below) of our Class B common stock, for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the calendar quarter preceding the quarter in which the conversion occurs, is more than 130% of the conversion price of the notes in effect on that last trading day.
        The "closing sale price" of our Class B common stock on any date means the closing per share sale price (or, if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) at 4:00 p.m. (New York City time) on such date as reported in composite transactions for the principal U.S. national or regional securities exchange on which our Class B common stock is traded or, if our Class B common stock is not listed on a U.S. national or regional securities exchange, as reported by the National Quotation Bureau Incorporated.
        A "trading day" means a day on which (i) there is no market disruption event (as defined below) and (ii) the New York Stock Exchange or, if our Class B common stock is not listed on the New York Stock Exchange, the principal other U.S. national or regional securities exchange on which our Class B common stock is then listed is open for trading or, if our Class B common stock is not so listed, any business day. A "trading day" only includes those days that have a scheduled closing time of 4:00 p.m. (New York City time) or the then standard closing time for regular trading on the relevant exchange or trading system.
        A "market disruption event" means the occurrence or existence for more than one half hour period in the aggregate on any scheduled trading day for our Class B common stock of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the New York Stock Exchange or otherwise) in our Class B common stock or in any options, contracts or future contracts relating to our Class B common stock, and such suspension or limitation occurs or exists at any time before 1:00 p.m. (New York City time) on such day.
    Conversion Upon Trading Price of Notes Falling Below Conversion Value of the Notes
        If the trading price (as defined below) for the notes on each trading day during any five consecutive trading-day period was less than 95% of the closing sale price of our Class B common stock on such date multiplied by the then current conversion rate, as determined following a request in accordance with the procedures described below, a holder may surrender notes for conversion at any time during the following 10 trading days.
        Upon request, the conversion agent (which shall initially be the trustee) will, on our behalf, determine if the notes are convertible and will notify us and the trustee accordingly. The conversion agent shall have no obligation to determine the trading price of the notes unless we have requested such determination in writing, and we shall have no obligation to make such request unless the trustee, acting at the request of one or more holders of notes holding in the aggregate at least $5,000,000 in principal amount of the notes, provides us with reasonable evidence that the trading price of the notes on any trading day would be less than 95% of the product of the then current conversion rate times the closing sale price of our Class B common stock on that date. At such time, we shall instruct the conversion agent to determine the trading price of the notes beginning on such trading day and on each successive four trading days.
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        The term "trading price" means, on any date of determination, the average of the secondary bid quotations per note obtained by the conversion agent for $1,000,000 principal amount of the notes at approximately 3:30 p.m. (New York City time) on such determination date from three independent nationally recognized securities dealers we select; provided that, if at least three such bids cannot reasonably be obtained, but two such bids can reasonably be obtained, then the average of these two bids shall be used; provided, further, that, if at least two such bids cannot reasonably be obtained, but one such bid can reasonably be obtained, this one bid shall be used. If on any date of determination the conversion agent cannot reasonably obtain at least one bid for $1,000,000 principal amount of the notes from an independent nationally recognized securities dealer, then the trading price of the notes on such date of determination will be deemed to be less than 95% of the conversion value.
        The five dates of determination within any five consecutive trading-day period referred to above will not include (i) any day on which there is a market disruption event (as defined above under "—Conversion Upon Satisfaction of Market Price Condition") or (ii) any day on which the New York Stock Exchange, or, if our Class B common stock is not listed on the New York Stock Exchange, the principal other U.S. national or regional securities exchange on which our Class B common stock is then listed is not open for trading. Because such days will be disregarded, the occurrence of any such event would lengthen the period of time over which the five consecutive trading-day period would occur and the measurements described above would be made.
    Conversion Upon Specified Corporate Transactions
        If we elect to distribute to all or substantially all holders of our Class B common stock:
•
any rights or warrants entitling them for a period of not more than 60 days to subscribe for or purchase our Class B common stock at less than the current market price (as defined in the indenture) on the date of declaration for such issuance, or

•
cash, debt securities (or other evidence of indebtedness) or other assets (excluding dividends or distributions described in clauses (1) or (3) of the description below under "—Conversion Price Adjustments"), which distribution, together with all other such distributions within the preceding twelve months, has a per share value as determined in good faith by our board of directors exceeding 10% of the current market price of our Class B common stock as of the trading day immediately preceding the declaration date for such distribution,
we must notify the holders of the notes at least 20 days prior to the "ex" date (as defined below) for such distribution. Once we have given such notice, holders may surrender their notes for conversion at any time until the earlier of the close of business on the business day prior to the "ex" date or our announcement that such distribution will not take place.
        In addition, a holder may surrender notes for conversion at any time from or after the date which is 40 days prior to the anticipated effective time of any fundamental change (as defined under "—Purchase of Notes at Your Option Upon a Fundamental Change") until the close of business on the second scheduled trading day prior to the 30th business day after the occurrence of such fundamental change (or until the date on which we announce that such fundamental change will not take place). Alternatively, the holder may require us to purchase all or a portion of its notes upon the occurrence of a fundamental change as described under "—Purchase of Notes at Your Option Upon a Fundamental Change." To the extent practicable, we will give notice to holders of the anticipated effective date for a fundamental change not more than 70 days nor less than 40 days prior to the anticipated effective date.
        Holders will also have the right to surrender notes for conversion if we are a party to a combination, merger, binding share exchange or sale or conveyance of all or substantially all of our property and assets that does not also constitute a fundamental change (a "transforming transaction"),
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in each case pursuant to which our Class B common stock would be converted into cash, securities or other property. In such event, holders will have the right to surrender notes for conversion at any time from or after the date which is 40 days prior to the anticipated effective date of such transaction and ending on the 15th day following the effective date of such transaction. We will notify holders at least 40 days prior to the anticipated effective date of such transaction. If the transaction also constitutes a fundamental change, in lieu of the conversion right described in this paragraph, holders will have the conversion right described in the preceding paragraph and will have the right to require us to purchase their notes as set forth below under "—Purchase of Notes at Your Option Upon a Fundamental Change."
    Conversion after January 30, 2013
        After January 30, 2013 and on or prior to the close of business on the business day immediately prior to the stated maturity date, holders may surrender their notes for conversion regardless of whether any of the conditions described in "—Conversion Upon Satisfaction of Market Price Condition," "—Conversion Upon Trading Price of Notes Falling Below Conversion Value of the Notes," or "—Conversion Upon Specified Corporate Transactions" has been satisfied.
    Payment Upon Conversion
        Each $1,000 principal amount of notes surrendered on or prior to the 30th scheduled trading day prior to the stated maturity date will be converted into cash and shares of our Class B common stock, if any, based on an amount, which we refer to as the "daily conversion value," calculated for each of the 25 trading days beginning on the third trading day immediately following the conversion date (or, in the case of notes surrendered for conversion after the 30th scheduled trading day prior to the maturity date and on or prior to the close of business on the business day immediately preceding maturity, the trading day following the maturity date), which we refer to as the "conversion period." The daily conversion value for each trading day during the conversion period for each $1,000 aggregate principal amount of notes is equal to one-twenty-fifth of the product of the then applicable conversion rate multiplied by the volume weighted average price (as defined below) of our Class B common stock (or, if applicable, the reference property, as defined below under "—Conversion Price Adjustments") on that day.
        For each $1,000 aggregate principal amount of notes surrendered for conversion prior to the close of business on the 30th scheduled trading day prior to the stated maturity date, we will deliver for each trading day during the conversion period:
        (1)   if the daily conversion value for such trading day for each $1,000 aggregate principal amount of notes exceeds $40.00, (a) a cash payment of $40.00 and (b) the remaining daily conversion value, which we refer to as the "daily net share settlement value," in shares of our Class B common stock (subject to our right to deliver cash in lieu of all or a portion of those shares as described below); or
        (2)   if the daily conversion value for such trading day for each $1,000 aggregate principal amount of notes is less than or equal to $40.00, a cash payment equal to the daily conversion value.
We refer to the total of the daily net share settlement values for the 25 trading days within the conversion period as the "residual amount."
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         We may elect to deliver cash (rather than shares of Class B common stock) in respect of some or all of the residual amount for any notes that are converted by notifying the converting holder and the trustee of our intention to deliver cash on or before the close of business on the second trading day following the applicable conversion date. We will be required to make a single election for all notes for which the conversion date is on or after the 30th scheduled trading day preceding the maturity date and to announce that election on or before the close of business on the trading day immediately preceding such 30th scheduled trading day by providing notice to the holders of the notes and the trustee, issuing a press release containing the relevant information and making this information available on our website.
        If we do not elect cash settlement of some or all of the residual amount for notes that are converted, we will settle 100% of the residual amount for those notes with shares of our Class B common stock. We will determine the number of shares of Class B common stock to be delivered in respect of the daily net share settlement value for each trading day within the conversion period for any notes that are converted by dividing the daily net share settlement value by the "volume weighted average price" (as defined below) of our Class B common stock for that trading day.
        If we do elect cash settlement of some or all of the residual amount for notes that are converted, we will deliver in respect of each trading day in the applicable conversion period:
•
cash in an amount equal to the product of: (1) the cash percentage and (2) the daily net share settlement value; and

•
a number of shares of our Class B common stock equal to the product of (1) 100% minus the cash percentage times (2) the daily net share settlement value for the trading day divided by the daily volume weighted average price (as defined below) of our Class B common stock on such trading day.
        If a holder surrenders a note for conversion at any time after the 30th scheduled trading day prior to the maturity date and on or prior to the close of business on the business day immediately preceding the maturity date:
•
the holder will be deemed to have surrendered such note as of the business day immediately preceding the maturity date,

•
the conversion period for such note will commence on the trading day immediately after the maturity date,

•
we will deliver $1,000 to the converting holder on the maturity date for each $1,000 principal amount note surrendered, and

•
we will deliver the residual amount, if any, to the converting holder on the third business day following the last day of the conversion period.
        The conversion rate with respect to a note is initially approximately            shares of our Class B common stock. The conversion rate of a note is equal to $1,000 divided by the then applicable conversion price at the time of determination. The conversion price is subject to adjustment as described under "—Conversion Price Adjustments." Accordingly, an adjustment to the conversion price will result in a corresponding (but inverse) adjustment to the conversion rate. The initial conversion price for each $1,000 aggregate principal amount of notes is $            per share of our Class B common stock.
        No fractional shares will be issued upon conversion; in lieu thereof, a holder that would otherwise be entitled to fractional shares of our Class B common stock will receive a number of shares of our Class B common stock equal to the aggregate of the fractional shares otherwise deliverable for each trading day during the conversion period (rounding down to the nearest whole number) and cash equal
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to the remainder multiplied by the volume weighted average price of our Class B common stock on the last trading day of the conversion period.
        If:
          (i)  shares of our Class B common stock are deliverable in respect of a trading day within the applicable conversion period, and
         (ii)  an adjustment to the conversion rate occurs after such trading day and prior to the date on which the holder of the converted notes becomes a record holder in respect of the deliverable shares,
we will adjust the number of shares that we deliver to that holder in respect of the relevant trading day in the same manner that the conversion rate has been adjusted.
        For purposes of this section, "—Payment Upon Conversion," "volume weighted average price" per share of our Class B common stock (or, if applicable, reference property) on any trading day means the volume weighted average price on the principal exchange or over-the-counter market on which our Class B common stock (or other security) is then listed or traded, from 9:30 a.m. to 4:00 p.m. (New York City time) on that trading day as displayed under the heading "Bloomberg VWAP" on Bloomberg page TAP.N <equity> AQR or any successor thereto (or the equivalent Bloomberg Page for any security constituting a portion of the reference property), or if such volume weighted average price is not available (or the reference property in question is not a security), our board of directors' reasonable, good faith estimate of the volume weighted average price of the shares of our Class B common stock, or other reference property, on such trading day.
        We will deliver the cash and any shares of our Class B common stock (including cash in lieu of fractional shares) deliverable upon conversion of the notes three business days after the last trading day in the applicable conversion period, through the conversion agent. If a holder surrenders a note for conversion in connection with a qualifying fundamental change (as described under "—Adjustment to Shares Delivered Upon Conversion Upon a Qualifying Fundamental Change"), however, we will deliver the portion of the conversion consideration that is payable on account of the increase in the conversion rate as soon as practicable, but in no event after the third business day after the later of:
•
the date the holder surrenders the note for conversion;

•
the last trading day in the applicable conversion period; and

•
the effective date of the qualifying fundamental change.

        As a result, holders converting in connection with a qualifying fundamental change may receive conversion consideration in two payments rather than one.
        Generally, the conversion date will be the date on which the notes and all of the items required for conversion shall have been delivered as described under "—Conversion Procedures" below and the requirements for conversion have been met, if all requirements for conversion shall have been satisfied by 11:00 a.m. New York City time on such day, and in all other cases, the conversion date shall be the next succeeding business day. However, as described above, if a holder surrenders for conversion a note at any time after the 30th scheduled trading day prior to its stated maturity, the conversion date will be deemed to be the business day immediately preceding the note's stated maturity date. Even if conversion consideration is delivered after the stated maturity date of the notes, we will make any required adjustments to the conversion price (as described under "—Conversion Price Adjustments") through the date on which conversion consideration is delivered (and will not cease those adjustments upon the notes' maturity).
        Our restated certificate of incorporation limits the number of shares of our Class B common stock that we may issue without a vote of our Class A stockholders. As a result, notwithstanding anything to
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the contrary contained herein, the aggregate number of shares of our Class B common stock issuable (i) in connection with any election to settle some or all of the residual amount for any notes that are converted into shares of our Class B common stock and (ii) in connection with the issuance of shares of our Class B common stock pursuant to the sold warrants, cannot exceed the lesser of (a) 19.99% of the number of shares of our Class B common stock outstanding on the date we consummate this offering or (b) 19.99% of the number of shares of our Class B common stock outstanding on the date such shares of our Class B common stock are to be issued (the "Share Cap").
        Under the terms of the indenture, we will agree, without first obtaining the approval of our Class A stockholders for the issuance of the required shares of our Class B common stock in excess of the Share Cap, not to take any action or engage in any transaction that would require an adjustment to the conversion price as described below under "—Conversion Price Adjustments" or an adjustment to the conversion rate as described below under "—Adjustment of Shares Delivered Upon Conversion Upon a Qualifying Fundamental Change" in either case to the extent that such action or transaction would result in the number of shares of our Class B common stock becoming issuable under the terms of the notes and the sold warrants, taken together, to exceed the Share Cap.
    Conversion Price Adjustments
        The conversion price will be adjusted:
        (1)   upon the issuance of shares of our Class B common stock as a dividend or distribution on shares of our Class B common stock;
        (2)   upon the subdivision or combination of our outstanding Class B common stock;
        (3)   upon the issuance to all or substantially all holders of our Class B common stock of rights or warrants entitling them for a period of not more than 60 days to subscribe for or purchase shares of our Class B common stock, or securities convertible into our Class B common stock, at a price per share or a conversion price per share less than the current market price per share on the trading day immediately preceding the "ex" date for the issuance, provided that the conversion price will be readjusted to the extent that the rights or warrants are not exercised prior to this expiration or are not distributed;
        (4)   upon the distribution to all or substantially all holders of our Class B common stock of shares of our capital stock, evidences of indebtedness or other non-cash assets, or rights or warrants, excluding:
•
dividends, distributions and rights or warrants referred to in clause (1) or (3) above;

•
dividends or distributions exclusively in cash referred to in clause (5) below; and

•
distribution of rights to all or substantially all holders of Class B common stock pursuant to an adoption of a shareholder rights plan;
        (5)   upon the occurrence of any cash dividends or other cash distributions to all or substantially all holders of our Class B common stock (other than (x) distributions described in clause (6) below, (y) any dividend or distribution in connection with our liquidation, dissolution or winding up or (z) any regular quarterly cash dividend on our Class B common stock to the extent that the aggregate amount of such cash dividend per share of our Class B common stock does not exceed the dividend threshold amount (subject to adjustment, as indicated below)), in which event the conversion price shall be reduced so that it equals the price determined by multiplying the conversion price in effect on the trading day immediately preceding the "ex" date with respect to the cash distribution or dividend by a fraction,
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        (a)   the numerator of which will be the closing sale price of a share of our Class B common stock as of the trading day immediately preceding the "ex" date with respect to the dividend or distribution less the dividend adjustment amount, and
        (b)   the denominator of which will be the closing sale price of a share of our Class B common stock as of the trading day immediately preceding the "ex" date with respect to the dividend or distribution; and
        (6)   upon the purchase of our Class B common stock pursuant to a tender offer made by us or any of our subsidiaries at a price per share in excess of the current market price for one share of our Class B common stock on the last date tenders may be made pursuant to the tender offer, which we refer to as the "expiration date," in which case, immediately prior to the opening of business on the day after the expiration date, the conversion price shall be reduced so that it equals the price determined by multiplying the conversion price in effect immediately prior to the close of business on the expiration date by a fraction,
        (a)   the numerator of which will be the product of the number of shares of our Class B common stock outstanding (including tendered shares but excluding any shares held by us in treasury) immediately before the last time tenders may be made pursuant to the tender offer, which we refer to as the "expiration time," multiplied by the current market price per share of our Class B common stock on the trading day next succeeding the expiration date; and
        (b)   the denominator of which will be the sum of (x) the aggregate consideration payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender offer) of all shares validly tendered and not withdrawn as of the expiration date, which we refer to as the "purchased shares," and (y) the product of the number of shares of our Class B common stock outstanding (less any purchased shares and excluding any shares held by us in treasury) immediately after the expiration time and the current market price per share of our Class B common stock on the trading day next succeeding the expiration date.
        The term "current market price" means, with respect to any date of determination, the closing sale price of our Class B common stock on the date of determination. For purposes hereof, the term "ex" date, when used with respect to any dividend or distribution, means the first date on which the Class B common stock trades, regular way, on the relevant exchange or in the relevant market from which the sale price was obtained without the right to receive such dividend or distribution.
        The term "dividend adjustment amount" means the full amount of the dividend or distribution to the extent payable in cash applicable to one share of our Class B common stock less the dividend threshold amount.
        The term "dividend threshold amount" means $0.32 per share of Class B common stock per quarter in the case of regular cash dividends, adjusted in a manner proportional to adjustments made to the conversion price other than pursuant to clause (5) or (6) above and to account for any change in the frequency of payment of our regular cash dividend, and $0.00 in all other cases.
        To the extent that we have a rights plan in effect upon conversion of the notes into Class B common stock, you will receive, in addition to the Class B common stock, the rights under the rights plan, whether or not the rights have separated from the Class B common stock at the time of conversion, subject to certain limited exceptions.
        In the event of:
•
any reclassification of our Class B common stock;

•
a consolidation, merger or combination involving Molson Coors; or
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•
a sale or conveyance to another person of the property and assets of Molson Coors as an entirety or substantially as an entirety,

in which holders of our outstanding Class B common stock would be entitled to receive stock, other securities, other property, assets or cash for their Class B common stock, holders of notes will generally be entitled to convert their notes, subject to the conditions described above, into cash and, with respect to the residual amount, the same type of consideration received by Class B common stock holders immediately following one of these types of events (the "reference property"). Throughout this section ("—Conversion of Notes"), if the Class B common stock has been replaced by reference property in connection with a fundamental change or transforming transaction, references to the Class B common stock are intended to refer to such reference property.
        In the event that holders of our Class B common stock have the opportunity to elect the form of consideration to be received in any transaction described in the preceding paragraph, the reference property that will replace any Class B common stock that would otherwise be deliverable upon conversion of the notes will be determined based on the weighted average of the kind and amount of consideration received by the holders of our Class B common stock that affirmatively make such an election. The determination of the reference property will apply to all of the notes and we will notify the trustee of the composition of the reference property promptly after it is determined.
        We are permitted (subject to the rules of any stock exchange on which the Class B common stock is then listed) to reduce the conversion price of the notes by any amount for a period of at least 20 business days if our Board of Directors determines that such reduction would be in our best interest. We are required to give at least 15 days' prior notice of any reduction in the conversion price. We may also reduce the conversion price to avoid or diminish income tax to holders of our Class B common stock in connection with a dividend or distribution of stock or similar event.
        You may, in some circumstances, be deemed to have received a distribution or dividend subject to U.S. federal income tax as a result of an adjustment or the nonoccurrence of an adjustment to the conversion price. See "Material U.S. Federal Income Tax Considerations" below for a relevant discussion.
        Notwithstanding anything in this section "—Conversion Price Adjustments" to the contrary, we will not be required to adjust the conversion price unless the adjustment would result in a change of at least 1% of the conversion price. However, we will carry forward any adjustments that are less than 1% of the conversion price and make such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1%, within one year of the first such adjustment carried forward, upon required purchases of the notes in connection with a fundamental change and five business days prior to the stated maturity of the notes. Except as stated above, the conversion price will not be adjusted for the issuance of our Class B common stock or any securities convertible into or exchangeable for our Class B common stock or carrying the right to purchase our Class B common stock or any such security. No adjustment to the conversion price need be made for a given transaction if holders of the notes will participate in that transaction without conversion of the notes.
        We will not take any action that would result in an adjustment pursuant to the provisions described in this subsection ("—Conversion Price Adjustments") without complying with the rules of any stock exchange on which the Class B common stock is then listed (including, if applicable, New York Stock Exchange rules requiring stockholder approval of certain issuances of stock).
    Conversion Procedures
        Holders may convert their notes only in denominations of $1,000 principal amount and integral multiples thereof. Delivery of our Class B common stock and cash upon conversion in accordance with
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the terms of the notes will be deemed to satisfy our obligation to pay the principal amount of the notes.
        The right of conversion attaching to any note may be exercised (a) if such note is represented by a global security, by book-entry transfer to the conversion agent through the facilities of DTC or (b) if such note is represented by a certificated security, by delivery of such note at the specified office of the conversion agent, accompanied, in either case, by a duly signed and completed notice of conversion and appropriate endorsements and transfer documents if required by the conversion agent. A holder delivering a note for conversion will be required to pay any taxes or duties payable in respect of the issue or delivery of our Class B common stock upon conversion in a name other than that of the holder.
        We will not issue fractional shares of Class B common stock upon conversion of notes.
        If you have submitted your notes for purchase upon a fundamental change, you may only convert your notes if you withdraw your purchase notice prior to the fundamental change purchase date, as described below under "—Purchase of Notes at Your Option Upon a Fundamental Change." If your notes are submitted for purchase following a fundamental change, your right to withdraw your purchase notice and convert the notes that are subject to purchase will terminate at 5:00 p.m. (New York City time) on the second scheduled trading day before such fundamental change purchase date unless we default in the payment of the purchase price, in which case your withdrawal (and conversion) right will terminate at the close of business on the date the default is cured and the notes are purchased.
Adjustment to Shares Delivered Upon Conversion Upon a Qualifying Fundamental Change
        If a qualifying fundamental change occurs prior to maturity, upon the conversion of the notes as described above under "—Conversion of Notes—Conversion Upon Specified Corporate Transactions," the conversion rate will be increased by an additional number of shares of Class B common stock (these shares being referred to as the "additional shares") as described below. We will notify holders of the anticipated effective date of such qualifying fundamental change and issue a press release as soon as practicable after we first determine the anticipated effective date of such qualifying fundamental change.
        A "qualifying fundamental change" is any "change in control" included in the first, second or third bullet of the definition of that term below under "—Purchase of Notes at Your Option Upon a Fundamental Change." A merger, consolidation, assignment, conveyance, sale, transfer, lease or other disposition otherwise constituting a change in control will not constitute a qualifying fundamental change if at least 90% of the consideration paid for our Class B common stock in that transaction, excluding cash payments for fractional shares and cash payments made pursuant to dissenters' appraisal rights, consists of shares of common stock traded on the New York Stock Exchange or another U.S. national securities exchange, or will be so traded immediately following the merger or consolidation, and, as a result of the merger or consolidation, the notes become convertible into such shares of such common stock.
        The number of additional shares by which the conversion rate will be increased for conversions during the conversion period applicable to a qualifying fundamental change will be determined by reference to the table below, based on the date on which the qualifying fundamental change occurs or becomes effective, which we refer to as the effective date, and (1) the price paid per share of our Class B common stock in the change in control, in the case of a qualifying fundamental change described in the third bullet of the definition of change in control, or (2) the average of the last reported sale prices of our Class B common stock over the five trading-day period ending on the trading day preceding the effective date of such other qualifying fundamental change, which we refer to as the stock price, in the case of any other qualifying fundamental change. If holders of our Class B common stock receive only cash in the case of a qualifying fundamental change described in the third
44

bullet under the definition of change in control, the stock price shall be the cash amount paid per share.
        The stock prices set forth in the first row of the table below (i.e., column headers) will be adjusted as of any date on which the conversion price of the notes is adjusted as described under "—Conversion of Notes—Conversion Price Adjustments." The adjusted stock prices will equal the stock prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the conversion price as so adjusted and the denominator of which is the conversion price immediately prior to the adjustment giving rise to the stock price adjustment. The number of additional shares will be adjusted by the inverse of the adjustment factor applied to the conversion price as set forth under—Conversion of Notes—Conversion Price Adjustments" above.
        The following table sets forth the increase in the conversion rate, expressed as a number of additional shares to be added per $1,000 principal amount of notes.

 	 	Stock Price
	
Effective Date
			
	 	$
	 	$
	 	$
	 	$
	 	$
	 	$
	 	$
	 	$
	 	$
	 	$
	 	$
	 	$
	 	$
	 	$
	 	$
	
            , 2007	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
July 30, 2008	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
July 30, 2009	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
July 30, 2010	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
July 30, 2011	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
July 30, 2012	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
July 30, 2013	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
        The stock prices and additional share amounts set forth above are based upon a common share closing sale price of $        on                         and an initial conversion price of $                  .
        Notwithstanding anything in the indenture to the contrary, we may not increase the conversion rate to more than                  shares per $1,000 principal amount of notes pursuant to the events described in this section, though we will adjust such number of shares for the same events for which we must adjust the conversion price as described under "—Conversion of Notes—Conversion Price Adjustments" above, by the inverse of the adjustment factor applied to the conversion price under that section.
        The exact stock prices and effective dates may not be set forth in the table above, in which case if the stock price is:
•
between two stock price amounts in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year;

•
in excess of $        per share (subject to adjustment), no increase in the conversion rate will be made; and

•
less than $        per share (subject to adjustment), no increase in the conversion rate will be made.
        Because we cannot calculate and deliver the additional conversion consideration due solely as a result of an increase in the conversion rate resulting from a given qualifying fundamental change until after the effective date of that qualifying fundamental change has occurred, we will not deliver such additional conversion consideration until after the effective date of the qualifying fundamental change it relates to even if the settlement date in respect of other conversion consideration occurs earlier. As a result, you may receive conversion consideration in two payments rather than one.
45

        If you surrender a note for conversion in connection with a qualifying fundamental change we have announced, but the qualifying fundamental change is not consummated, then you will not be entitled to the increased conversion rate referred to above in connection with the conversion.
Purchase of Notes at Your Option Upon a Fundamental Change
        If a fundamental change occurs, you will have the option to require us to purchase for cash all or any part of your notes on the day that is 30 business days after the occurrence of such fundamental change, referred to as the "fundamental change purchase date," at a purchase price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest, payable in cash. Notes submitted for purchase must be in integral multiples of $1,000 principal amount.
        We will mail to the trustee and to each holder a written notice of the fundamental change within 10 business days after the occurrence of such fundamental change. This notice shall state certain specified information, including:
•
information about, and the terms and conditions of, the fundamental change, including the amount of additional shares that are deliverable, if any;

•
information about the holders' right to convert the notes;

•
information about the holders' right to require us to purchase the notes;

•
the fundamental change purchase date;

•
the procedures required for exercise of the purchase option upon the fundamental change; and

•
the name and address of the paying and conversion agents.
        You must deliver written notice of your exercise of this purchase right to the paying agent at any time prior to the close of business on the second scheduled trading day prior to the fundamental change purchase date. The written notice must specify the notes for which the purchase right is being exercised. If you wish to withdraw this election, you must provide a written notice of withdrawal to the paying agent at any time prior to the close of business on the second scheduled trading day prior to the fundamental change purchase date.
        Neither we nor the trustee will be required to exchange or register a transfer of any notes in respect of which a written notice of an exercise of this purchase right has been delivered and not withdrawn, except, in the case of a purchase of a note in part, the portion thereof not to be purchased.
        The term "fundamental change" means the occurrence of a change in control or a termination of trading.
        A "change in control" will be deemed to have occurred if any of the following occurs:
•
any "person" or "group" (other than the "permitted parties") is or becomes the "beneficial owner," directly or indirectly, of shares of our "voting stock" representing 50% or more of the total voting power of all outstanding classes of our "voting stock" or has the power, directly or indirectly, to elect a majority of the members of our board of directors;

•
any "person" or "group" is or becomes the "beneficial owner," directly or indirectly, of 80% or more of the Class B common stock then outstanding;

•
we consolidate with, or merge with or into, another person or we sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of our assets, or any person consolidates with, or merges with or into, us, in any such event other than pursuant to a transaction in which the persons that "beneficially owned," directly or indirectly, the shares of our "voting stock" immediately prior to such transaction "beneficially own," directly or indirectly, shares of our
46

"voting stock" representing at least a majority of the total voting power of all outstanding classes of "voting stock" of the surviving or transferee person;
•
a majority of the members of our board of directors are not "continuing directors"; or

•
the holders of our capital stock approve any plan or proposal for the liquidation or dissolution of Molson Coors (whether or not otherwise in compliance with the indenture).
        However, notwithstanding the foregoing, holders of the notes will not have the right to require us to purchase any notes as a result of any transaction described in the third clause above, and we will not be required to deliver the fundamental change notice incidental thereto, if at least 90% of the consideration paid for our Class B common stock, excluding cash payments for fractional shares and cash payments made pursuant to dissenters' appraisal rights, in a merger, consolidation, assignment, conveyance, sale, transfer, lease or other disposition otherwise constituting a change in control consists of shares of common stock traded on the New York Stock Exchange or another U.S. national securities exchange, or will be so traded immediately following the merger or consolidation, and, as a result of the merger or consolidation, the notes become convertible into such shares of such common stock.
        For purposes of this change in control definition:
•
"person" or "group" have the meanings given to them for purposes of Sections 13(d) and 14(d) of the Exchange Act or any successor provisions, and the term "group" includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(I) under the Exchange Act, or any successor provision;

•
"permitted party" means any of the Coors family group beneficiaries or the Molson family group beneficiaries;

•
"Coors family group beneficiaries" has the meaning given to it in the indenture, and includes the Adolph Coors, Jr. Trust dated September 12, 1969, descendents of the late Adolph Coors and certain family members of those descendants, as well as trusts and estates related to those individuals and certain entities affiliated with or controlled by them;

•
"Molson family group beneficiaries" has the meaning given to it in the indenture, and includes Pentland Securities (1981) Inc., descendents of the late Thomas H.P. Molson and certain family members of those descendants, as well as trusts and estates related to those individuals and certain entities affiliated with or controlled by them;

•
a "beneficial owner" will be determined in accordance with Rule 13d -3 under the Exchange Act, as in effect on the date of the indenture, except that the number of shares of our voting stock will be deemed to include, in addition to all outstanding shares of our voting stock and unissued shares deemed to be held by the "person" or "group" or other person with respect to which the change in control determination is being made, all unissued shares deemed to be held by all other persons;

•
"continuing directors" means, as of any date of determination, any member of our board of directors who

•
was a member of such board of directors on the date of the original issuance of the notes, or

•
was nominated for election by the nominating committee or a nominating subcommittee in accordance with our restated certificate of incorporation or was elected to such board of directors with the approval of a majority of the continuing directors who were members of such board at the time of such nomination or election;
47

•
"beneficially own" and "beneficially owned" have meanings correlative to that of beneficial owner;

•
"unissued shares" means shares of voting stock not outstanding that are subject to options, warrants, rights to purchase or conversion privileges exercisable within 60 days of the date of determination of a change in control; and

•
"voting stock" of any entity means the class or classes of capital stock or other interests then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote generally on matters to be decided by the stockholders (or other owners) of such entity, which, for the avoidance of doubt, in the case of the company as of the date hereof consists of the Class A common stock and the Special Class A voting stock, taken together.
        The term "all or substantially all" as used in the definition of change in control will likely be interpreted under applicable state law and will be dependent upon particular facts and circumstances. There may be a degree of uncertainty in interpreting this phrase. As a result, we cannot assure you how a court would interpret this phrase under applicable law if you elect to exercise your rights following the occurrence of a transaction which you believe constitutes a transfer of "all or substantially all" of our assets.
        A "termination of trading" means that our Class B common stock or other securities into which the notes are convertible are not approved for listing on the New York Stock Exchange and are not listed for trading on another U.S. national securities exchange.
        In connection with any purchase of notes in the event of a fundamental change, we will in accordance with the indenture:
•
comply with the provisions of Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act;

•
file a Schedule TO or any successor or similar schedule, if required, under the Exchange Act; and

•
otherwise comply with all federal and state securities laws in connection with any offer by us to purchase the notes upon a fundamental change.
        No notes may be purchased by us at the option of holders upon a fundamental change if the principal amount of the notes has been accelerated, and such acceleration has not been rescinded, on or prior to the purchase date for such fundamental change.
        This fundamental change purchase feature may make more difficult or discourage a takeover of us and the removal of incumbent management. We are not, however, aware of any specific effort to accumulate shares of our common stock or to obtain control of us by means of a merger, tender offer, solicitation or otherwise. In addition, the fundamental change purchase feature is not part of a plan by management to adopt a series of anti-takeover provisions. Instead, the fundamental change purchase feature is a standard term contained in other similar convertible debt offerings.
        We could, in the future, enter into certain transactions, including recapitalizations, that would not constitute a fundamental change but would increase the amount of debt, including senior indebtedness, outstanding, or otherwise adversely affect a holder. Neither we nor our subsidiaries are prohibited from incurring debt, including senior indebtedness, under the indenture. The incurrence of significant amounts of additional debt could adversely affect our ability to service our debt, including the notes.
        If a fundamental change were to occur, we may not have, and may not have the ability to raise, the funds necessary to repurchase the notes at that time as required by the indenture governing the notes. In addition, restrictions in our then-existing credit facilities or other indebtedness might not allow us to repurchase the notes. Our failure to repurchase the notes when required would result in an
48

event of default with respect to the notes, which could constitute an event of default under our other indebtedness then outstanding, if any.
Events of Default
        Each of the following will constitute an event of default under the indenture:
        (1)   default in the payment of any installment of interest on any notes for 30 days after becoming due;
        (2)   failure to pay the cash and shares of Class B common stock (if any) upon conversion of any note (including any consideration deliverable as a result of an increase in the conversion rate upon a qualifying fundamental change) within the time period required by the indenture;
        (3)   default in the payment of principal on any notes when due;
        (4)   failure to pay the purchase price of any note when due;
        (5)   failure to provide timely notice of a fundamental change;
        (6)   default in the performance of any other covenant in the notes or in the indenture continuing for 90 days after notice as provided below;
        (7)   if payment of any of our indebtedness or the indebtedness of any subsidiary guarantor or any of our significant subsidiaries in an outstanding principal amount exceeding $50,000,000 is accelerated as a result of the failure to perform any covenant or agreement applicable to such indebtedness which acceleration is not rescinded or annulled within 60 days after written notice thereof or is not paid when otherwise due after the applicable grace period, if any, specified in the agreement or instrument relating to such indebtedness; and
        (8)   certain events of bankruptcy, insolvency or reorganization with respect to us.
        If an event of default, other than an event of default described in clause (8) above, occurs and is continuing, either the trustee or the holders of at least 25% in aggregate principal amount of the outstanding notes may declare the principal amount of the notes to be due and payable immediately. If an event of default described in clause (8) above occurs, the principal amount of the notes will automatically become immediately due and payable.
        After any such acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of the notes may, under certain circumstances, rescind and annul such acceleration if all events of default, other than the non-payment of accelerated principal, have been cured or waived.
        Notwithstanding the foregoing, the sole remedy under the indenture for an event of default relating to the failure to comply with our reporting obligations to the trustee and the SEC, as set forth in the indenture, and for any failure to comply with the requirements of Section 314(a)(1) of the Trust Indenture Act, will, for the 60 days after the occurrence of such an event of default, consist exclusively of the right to receive additional interest on the notes at an annual rate equal to 0.25% of the aggregate principal amount of the notes to, and including the 60th day following the occurrence of such event of default and at an annual rate of 0.50% of the aggregate principal amount of the notes from and including the 61st day following the occurrence of such event of default. In no event will additional interest under this provision accrue at a rate exceeding 0.50% per annum. Any such additional interest will be payable in the same manner and on the same dates as the stated interest payable on the notes. The additional interest will accrue on all outstanding notes from and including the date on which an event of default relating to a failure to comply with the reporting obligations described above first occurs to, but not including, the 365th day thereafter (or, if applicable, the earlier date on which the event of default relating to the reporting obligations is cured or waived). If the event of default is
49

continuing on the 365th day after an event of default relating to a failure to comply with the reporting obligations described above first occurs, the notes will be subject to acceleration as provided above. The provisions of the indenture described in this paragraph will not affect the rights of holders of notes in the event of the occurrence of any other events of default. References to interest on the notes in this prospectus supplement are, except as otherwise required by the context, intended to refer to any additional interest as well as to regular interest.
        Subject to the trustee's duties in the case of an event of default, the trustee will not be obligated to exercise any of its rights or powers at the request of the holders unless the holders have offered to the trustee reasonable indemnity. Subject to the indenture, applicable law and the trustee's indemnification, the holders of a majority in aggregate principal amount of the outstanding notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the notes.
        No holder will have any right to institute any proceeding under the indenture, or for the appointment of a receiver or a trustee, or for any other remedy under the indenture unless:
•
the holder has previously given the trustee written notice of a continuing event of default;

•
the holders of at least 25% in aggregate principal amount of the notes then outstanding have made a written request and have offered reasonable indemnity to the trustee to institute such proceeding as trustee; and

•
the trustee has failed to institute such proceeding within 60 days after such notice, request and offer and has not received from the holders of a majority in aggregate principal amount of the notes then outstanding a direction inconsistent with such request within 60 days after such notice, request and offer.
        However, the above limitations do not apply to a suit instituted by a holder for the enforcement of payment of the principal of or interest amounts on any note on or after the applicable due date or the right to convert the note in accordance with the indenture.
        We are required to furnish to the trustee, on an annual basis, a statement by our officers as to whether or not Molson Coors, to the officers' knowledge, is in default in the performance or observance of any of the terms, provisions and conditions of the indenture, specifying any known defaults.
Modification and Waiver
        The indenture provides that we, the subsidiary guarantors and the trustee may enter into supplemental indentures without the consent of the holders of the notes to:
•
add guarantees, including to evidence the assumption by a successor corporation of our obligations or those of a subsidiary guarantor;

•
add covenants for the protection of the holders of the notes;

•
add any additional events of default;

•
cure any ambiguity, omission, defect or inconsistency in the indenture in a manner that does not adversely affect the rights of any holder;

•
make any change to the indenture that does not adversely affect the rights of any holder of the notes (provided that any amendment or supplement that is made solely to conform the provisions of the indenture and notes to the description of the indenture and the notes
50

contained in this prospectus supplement will be deemed not to adversely affect the rights of any note holder);
•
secure the notes; and

•
evidence the acceptance of appointment by a successor trustee.
        The indenture also contains provisions permitting us, the subsidiary guarantors and the trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the notes, to add any provisions to, or change in any manner or eliminate any of the provisions of, the indenture or modify in any manner the rights of the holders of the notes (in each case, except as provided below).
        Generally, the holders of not less than a majority of the aggregate principal amount of outstanding notes may waive any default or event of default unless:
•
we fail to pay principal or any interest amounts on any note when due;

•
we fail to deliver the cash and shares of common stock (if any) owing upon conversion of any note (including any additional shares) within the time period required by the indenture; or

•
we fail to comply with any of the provisions of the indenture that would require the consent of the holder of each outstanding note affected.
        Notwithstanding anything above, no amendment, supplement or waiver may be made without the consent of each holder of outstanding notes if such amendment, supplement or waiver would:
•
change the stated maturity of the principal of, or any interest amounts on, the notes;

•
reduce the principal amount of or interest amounts on the notes;

•
reduce the amount of principal payable upon acceleration of the maturity of the notes;

•
change the currency of payment of principal of, or interest amounts on, the notes;

•
impair the right to institute suit for the enforcement of any payment on, or with respect to, the notes;

•
modify the provisions with respect to the purchase rights of the holders as described above under "—Purchase of Notes at Your Option Upon a Fundamental Change" in a manner adverse to holders of notes;

•
adversely affect the right of holders to convert notes;

•
reduce the percentage in principal amount of outstanding notes required for modification or amendment of the indenture;

•
reduce the percentage in principal amount of outstanding notes necessary for waiver of compliance with certain provisions of the indenture or for waiver of certain defaults; or

•
modify provisions with respect to modification and waiver (including waiver of events of default), except to increase the percentage required for modification or waiver or to provide for consent of each affected holder of notes.
Consolidation, Merger and Sale of Assets
        The indenture provides that neither we nor, unless otherwise permitted pursuant to the second to last paragraph under "—Guarantees" above, any subsidiary guarantor may merge or sell, convey, transfer or lease all or substantially all of its assets unless:
•
the successor is organized under the laws of the United States of America or any state thereof,
51

•
the successor assumes our obligations or the obligations of such subsidiary guarantor, as the case may be, with respect to the notes or the related guaranty, as applicable, and under the indenture,

•
after giving effect to such transaction, no default under the indenture will have occurred and be continuing and

•
other conditions specified in the indenture are satisfied.

When all of our obligations under the indenture and notes are assumed by a successor under the provisions described in the preceding paragraph our obligations under the indenture will terminate, unless that assumption results from a lease of our assets.
Satisfaction and Discharge
        We may discharge certain of our obligations under the indenture while notes remain outstanding if all outstanding notes have or will become due and payable at their scheduled maturity within one year and we have deposited with the trustee an amount sufficient to pay and discharge all such outstanding notes on the date of their scheduled maturity; provided, however, that the foregoing will not discharge our obligation to effect conversion, registration of transfer or exchange of notes in accordance with the terms of the indenture.
Transfer and Exchange
        We have initially appointed the trustee as the security registrar, paying agent and conversion agent, acting through its corporate trust office. We reserve the right to:
•
vary or terminate the appointment of the security registrar, paying agent or conversion agent;

•
appoint additional paying agents or conversion agents; or

•
approve any change in the office through which any security registrar or any paying agent or conversion agent acts.

Purchase and Cancellation
        All notes surrendered for payment, redemption, registration of transfer or exchange or conversion shall, if surrendered to any person other than the trustee, be delivered to the trustee. All notes delivered to the trustee shall be cancelled promptly by the trustee. No notes shall be authenticated in exchange for any notes cancelled as provided in the indenture.
        We may, to the extent permitted by law, purchase notes in the open market or by tender offer at any price or by private agreement. Any notes purchased by us may, to the extent permitted by law, be reissued or resold or may, at our option, be surrendered to the trustee for cancellation. Any notes surrendered for cancellation may not be reissued or resold and will be promptly cancelled. Any notes held by us or one of our subsidiaries shall be disregarded for voting purposes in connection with any notice, waiver, consent or direction requiring the vote or concurrence of note holders.
Replacement of Notes
        We will replace mutilated, destroyed, stolen or lost notes at your expense upon delivery to the trustee of the mutilated notes, or evidence of the loss, theft or destruction of the notes satisfactory to us and the trustee. In the case of a lost, stolen or destroyed note, indemnity satisfactory to the trustee and us may be required at the expense of the holder of such note before a replacement note will be issued.
52

Calculations in Respect of the Notes
        We will be responsible for making many of the calculations called for under the notes. These calculations include, but are not limited to, determination of the closing sale price of our Class B common stock in the absence of reported or quoted prices and adjustments to the conversion rate. We will make all these calculations in good faith and, absent manifest error, our calculations will be final and binding on the holders of notes. We will provide a schedule of our calculations to the trustee, and the trustee is entitled to rely conclusively on the accuracy of our calculations without independent verification.
Governing Law
        The indenture and the notes will be governed by, and construed in accordance with, the laws of the State of New York.
No Personal Liability of Stockholders, Employees, Officers or Directors
        None of our, or of any successor entity's, direct or indirect stockholders, employees, officers or directors, as such, past, present or future, shall have any personal liability in respect of our obligations under the indenture or the debentures solely by reason of his or its status as such stockholder, employee, officer or director.
Concerning the Trustee
        Deutsche Bank Trust Company Americas has agreed to serve as the trustee under the indenture. The trustee is an affiliate of one of the underwriters and will be permitted to deal with us and any of our affiliates with the same rights as if it were not trustee. However, under the Trust Indenture Act, if the trustee acquires any conflicting interest and there exists a default with respect to the notes, the trustee must eliminate such conflict or resign.
        The holders of a majority in principal amount of all outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy or power available to the trustee. However, any such direction may not conflict with any law or the indenture, may not be unduly prejudicial to the rights of another holder or the trustee and may not involve the trustee in personal liability.
Book-Entry, Delivery and Form
        We will initially issue the notes in the form of one or more global securities. The global security will be deposited with the trustee as custodian for The Depository Trust Company and registered in the name of a nominee of DTC. Except as set forth below, the global security may be transferred, in whole and not in part, only to DTC or another nominee of DTC. You may hold your beneficial interests in the global security directly through DTC if you have an account with DTC or indirectly through organizations that have accounts with DTC. Notes in definitive, fully registered, certificated form, referred to as "certificated securities," will be issued only in certain limited circumstances described below.
        DTC has advised us that it is:
•
a limited purpose trust company organized under the laws of the State of New York;

•
a member of the Federal Reserve System;

•
a "clearing corporation" within the meaning of the New York Uniform Commercial Code; and

•
a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act.
53

        DTC was created to hold securities of institutions that have accounts with DTC, referred to as "participants," and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers, which may include the underwriters, banks, trust companies, clearing corporations and certain other organizations. Access to DTC's book-entry system is also available to others such as banks, brokers, dealers and trust companies, referred to as the "indirect participants," that clear through or maintain a custodial relationship with a participant, whether directly or indirectly.
        We expect that, pursuant to procedures established by DTC upon the deposit of the global security with DTC, DTC will credit, on its book-entry registration and transfer system, the principal amount of notes represented by such global security to the accounts of participants. The accounts to be credited shall be designated by the underwriters. Ownership of beneficial interests in the global security will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests in the global security will be shown on, and the transfer of those beneficial interests will be effected only through, records maintained by DTC (with respect to participants' interests), the participants and the indirect participants. The laws of some jurisdictions may require that certain purchasers of securities take physical delivery of such securities in definitive form. These limits and laws may impair the ability to transfer or pledge beneficial interests in the global security.
        Owners of beneficial interests in global securities who desire to convert their interests into Class B common stock should contact their brokers or other participants or indirect participants through whom they hold such beneficial interests to obtain information on procedures, including proper forms and cut-off times, for submitting requests for conversion.
        So long as DTC, or its nominee, is the registered owner or holder of a global security, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the notes represented by the global security for all purposes under the indenture and the notes. In addition, no owner of a beneficial interest in a global security will be able to transfer that interest except in accordance with the applicable procedures of DTC. Except as set forth below, as an owner of a beneficial interest in the global security, you will not be entitled to have the notes represented by the global security registered in your name, will not receive or be entitled to receive physical delivery of certificated securities and will not be considered to be the owner or holder of any notes under the global security. We understand that under existing industry practice, if an owner of a beneficial interest in the global security desires to take any action that DTC, as the holder of the global security, is entitled to take, DTC would authorize the participants to take such action, and the participants would authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them.
        We will make payments of principal of, and any interest amounts on, the notes represented by the global security registered in the name of and held by DTC or its nominee to DTC or its nominee, as the case may be, as the registered owner and holder of the global security. Neither we, the trustee nor any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in the global security or for maintaining, supervising or reviewing any records relating to such beneficial interests.
        We expect that DTC or its nominee, upon receipt of any payment of principal of, or any interest amounts on, the global security, will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global security as shown on the records of DTC or its nominee. We also expect that payments by participants or indirect participants to owners of beneficial interests in the global security held through such participants or indirect participants will be governed by standing instructions and customary practices and will be the
54

responsibility of such participants or indirect participants. We will not have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial interests in the global security for any note or for maintaining, supervising or reviewing any records relating to such beneficial interests or for any other aspect of the relationship between DTC and its participants or indirect participants or the relationship between such participants or indirect participants and the owners of beneficial interests in the global security owning through such participants.
        Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds.
        DTC has advised us that it will take any action permitted to be taken by a holder of notes only at the direction of one or more participants to whose account the DTC interests in the global security is credited and only in respect of such portion of the aggregate principal amount of notes as to which such participant or participants has or have given such direction. However, if DTC notifies us that it is unwilling to be a depository for the global security or ceases to be a clearing agency or there is an event of default under the notes, DTC will exchange the global security for certificated securities which it will distribute to its participants.
        Although DTC is expected to follow the foregoing procedures in order to facilitate transfers of interests in the global security among participants of DTC, it is under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. Neither we nor the trustee will have any responsibility, or liability, for the performance by DTC or the participants or indirect participants of their respective obligations under the rules and procedures governing their respective operations.
55

 
 DESCRIPTION OF CAPITAL STOCK
         The following summary description of our capital stock summarizes general terms and provisions that apply to the capital stock. Because this is only a summary, it does not contain all of the information that may be important to you. You should also carefully review our restated certificate of incorporation and amended and restated bylaws, which are on file with the SEC. See "Available Information and Incorporation by Reference."
Authorized and Outstanding Capital Stock
        Our authorized capital stock consists of 1,025,000,002 shares, comprising five classes: (i) 500,000,000 shares of Class A common stock, par value $0.01 per share; (ii) 500,000,000 shares of Class B common stock, par value $0.01 per share; (iii) one share of Special Class A voting stock, par value $0.01 per share; (iv) one share of Special Class B voting stock, par value $0.01 per share, and (v) 25,000,000 shares of Preferred Stock, par value $0.01 per share. As of June 1, 2007, the following number of shares of the Company's stock were outstanding: 1,337,386 shares of Class A common stock, 71,563,691 shares of Class B common stock, one share of Special Class A voting stock, one share of Special Class B voting stock, and no shares of Preferred Stock.
Our Common Stock
    Dividends
        Subject to the rights of the holders of any series of Preferred Stock, Class A common stockholders are entitled to receive, from legally available funds, dividends when and as declared by our board of directors, except that so long as any shares of Class B common stock are outstanding, no dividend will be declared or paid on the Class A common stock unless at the same time a dividend in an amount per share (or number per share, in the case of a dividend paid in the form of shares) equal to the dividend declared or paid on the Class A common stock is declared or paid on the Class B common stock.
    Voting rights
        Class A Holders.     Except in limited circumstances, the right to vote for all purposes is vested exclusively in the holders of the Class A common stock and Special Class A voting stock (collectively, the "Class A Holders"), voting together as a single class. The holders of Class A common stock are entitled to one vote for each share held, without the right to cumulate votes for the election of directors.
        An affirmative vote is required of a majority of the votes entitled to be cast by the holders of the Class A common stock and Special Class A voting stock (through which holders of Class A exchangeable shares vote, see "Special Voting Stock," below), voting together as a single class, prior to the taking of certain actions, including:
•
the issuance of (i) any shares of Class A common stock (other than upon the conversion of Class B common stock under circumstances provided in the certificate of incorporation or the exchange or redemption of Class A exchangeable shares in accordance with the terms of those exchangeable shares), or (ii) securities convertible into or exercisable for Class A common stock (other than Class B common stock);

•
the issuance of (i) shares of Class B common stock (other than upon the conversion of Class A common stock under circumstances provided in the certificate of incorporation or the exchange or redemption of Class B exchangeable shares in accordance with the terms of those exchangeable shares), or (ii) securities convertible into or exercisable for Class B common stock (other than Class A common stock) whether in a single transaction or in a series of related transactions, if the number of shares to be issued (including upon conversion or exchange) is, or will be upon issuance, equal to or greater than 20% of the number of shares of Class B common
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stock outstanding before the issuance of such Class B common stock (or securities convertible into or exercisable for shares of Class B common stock);
•
the issuance of any Preferred Stock having voting rights other than those expressly required by Delaware law;

•
the sale, transfer or other disposition of any capital stock (or securities convertible into or exchangeable for capital stock) of subsidiaries of the Company;

•
the sale, transfer or other disposition of all or substantially all of the assets of subsidiaries of the Company; and

•
any decrease in the number of members of the Molson Coors board of directors to a number below 15.
        Pentland and the Coors Trust, which together control more than two-thirds of the Company's Class A common and exchangeable stock, have voting trust agreements through which they have combined their voting power over the shares of our Class A common stock and the Class A exchangeable shares that they own. However, in the event that these two stockholders do not agree to vote in favor of a matter submitted to a stockholder vote (other than the election of directors), the voting trustees will be required to vote all of the Class A common stock and Class A exchangeable shares deposited in the voting trusts against the matter. There is no other mechanism in the voting trust agreements to resolve a potential deadlock between these stockholders.
        Class B Holders.     The holders of Class B common stock and Special Class B voting stock (through which holders of Class B exchangeable shares vote) (collectively, the "Class B Holders"), voting together as a single class, have the right to elect three directors to the Molson Coors board of directors. In addition, the affirmative vote of a majority of the Class A Holders entitled to vote thereon and the Class B Holders entitled to vote thereon, each voting as a separate class and not jointly, is required to approve specified transactional actions. The holders of Class B common stock are entitled to one vote for each share held with respect to each matter on which holders of the Class B common stock are entitled to vote, without the right to cumulate votes for the election of directors.
    Liquidation rights
        If the Company liquidates, dissolves or winds up its affairs, the holders of Class A common stock, together with the holders of the Class B common stock, would be entitled to receive, after Molson Coors' creditors have been paid and the holders of any then outstanding series of preferred stock have received their liquidation preferences, all of the remaining assets of Molson Coors in proportion to their share holdings. Holders of Class A and Class B common stock would not have pre-emptive rights to acquire any securities of Molson Coors. The outstanding shares of Class A and Class B common stock would be fully paid and non-assessable.
    Conversion Rights
        Conversion from Class A to Class B.     Our certificate of incorporation provides for the right of holders of Class A common stock to convert their stock into Class B common stock on a one-for-one basis at any time.
        "Coattail" Conversion Rights.     Our certificate of incorporation also includes a "coattail" provision to provide protection to holders of our Class B common stock and the Class B exchangeable shares of MCCI in the case of a proposed tender offer or takeover bid for our Class A common stock. A holder of our Class B common stock is entitled to receive a notice from us that the conversion right of holders of shares of our Class B common stock has come into effect. This notice must include a description of the conversion procedure including the election procedures described below, a copy of the exclusionary offer and any other materials received by us in respect of the offer.
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        Subject to conditions described below, if an "exclusionary offer" is made for shares of our Class A common stock, each outstanding share of our Class B common stock will be convertible into one share of our Class A common stock at the option of the holder during the period of time commencing on the eighth day after the date on which an exclusionary offer is made and ending on the last date upon which holders of shares of our Class A common stock may accept the exclusionary offer.
        An "exclusionary offer" is an offer to purchase shares of our Class A common stock that both: (A) either (1) must, by reason of applicable securities laws or the requirements of a stock exchange on which shares of our Class A common stock are listed, be open to all or substantially all holders of our Class A common stock, or (2) would, if the offer were made in Canada or a province of Canada, be required to be made to all or substantially all holders of shares of our Class A common stock resident in Canada or a province of Canada by reason of applicable securities laws of Canada or a province of Canada, the requirements of a stock exchange on which shares of our Class A common stock are listed, or the requirements of the Canada Business Corporations Act; and (3) is not made concurrently with an offer to purchase shares of our Class B common stock that is identical to the offer to purchase shares of our Class A common stock in terms of price per share and percentage of outstanding shares to be purchased (exclusive of shares owned immediately prior to the offer by the offeror) and in all other respects (except with respect to the conditions that may be attached to the offer to purchase shares of our Class A common stock), and having no conditions other than the right not to purchase and pay for shares of our Class B common stock tendered if no shares of our Class A common stock are purchased in the offer for shares of our Class A common stock.
        The Class B conversion right will not come into effect if one or more holders owning, in the aggregate, as of the offer date, over 50% of the outstanding shares of our Class A common stock and Class A exchangeable shares of MCCI, in each case excluding shares owned by the offeror, provide us with adequate assurances that they are not making or acting with another to make the exclusionary offer and will not participate in the exclusionary offer.
        Any of our Class B common stockholders can exercise this right by providing a signed written notice to the transfer agent and complying with certain other specified conditions. The Class B common stockholders must pay any governmental or other tax imposed on or in respect of the conversion into shares of our Class A common stock.
MCCI Exchangeable Shares
        The Class A exchangeable shares and Class B exchangeable shares were issued by MCCI, a wholly-owned subsidiary. The exchangeable shares are substantially the economic equivalent of the corresponding shares of Class A and Class B common stock that a Molson shareholder in the Merger would have received if the holder had elected to receive shares of Molson Coors common stock.
        Dividends.     Holders of exchangeable shares are entitled to receive, subject to applicable law, dividends as follows:
•
in the case of a cash dividend declared on a corresponding share of Molson Coors common stock, an amount in cash for each exchangeable share corresponding to the cash dividend declared on each corresponding share of Molson Coors common stock in USD or in an equivalent amount in CAD;

•
in the case of a stock dividend declared on a corresponding share of Molson Coors common stock to be paid in shares of Molson Coors common stock, in the number of exchangeable shares of the relevant class for each exchangeable share that is equal to the number of shares of corresponding Molson Coors common stock to be paid on each corresponding share of Molson Coors common stock; or

•
in the case of a dividend declared on a corresponding share of Molson Coors common stock in any other type of property, in the type and amount of property as is economically equivalent as
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determined by MCCI's board of directors to the type and amount of property to be paid on each corresponding share of Molson Coors common stock.
        The declaration dates, record dates and payment dates for dividends on the exchangeable shares are the same as the relevant dates for the dividends on the shares of corresponding Molson Coors common stock.
        Voting rights.     Holders of exchangeable shares receive, through a voting trust, the benefit of Molson Coors voting rights, entitling the holder to one vote on the same basis and in the same circumstances as one corresponding share of Molson Coors common stock.
        Other.     The exchangeable shares are exchangeable at any time, at the option of the holder on a one-for-one basis for corresponding shares of Molson Coors common stock.
Our Special Voting Stock
        Dividends and liquidation rights.     The trustee holder of the Special Class A voting stock and the Special Class B voting stock is not entitled to receive any dividends or other distributions or to receive or participate in any distribution of assets upon our voluntary or involuntary liquidation, dissolution or winding up.
        Voting rights.     The trustee holder of the Special Class A voting stock and the Special Class B voting stock has the right to cast a number of votes equal to the number of then outstanding Class A exchangeable shares and Class B exchangeable shares, respectively, but has agreed to only cast a number of votes equal to the number of Class A exchangeable shares and Class B exchangeable shares, respectively, as to which it has received voting instructions from the owners of record of those Class A exchangeable shares and Class B exchangeable shares, respectively (other than Molson Coors and its affiliates), on the relevant record date. The trustee holder of the Special Class A voting stock and Special Class B voting stock will vote with holders of the Molson Coors Class A common stock and the Class B common stock, respectively, in each case as a single class.
        Other.     The trustee holder of the Special Class A voting stock and Special Class B voting stock has no pre-emptive rights to acquire any securities of Molson Coors. The outstanding shares of Special Class A voting stock and Special Class B voting stock will be fully paid and non-assessable and will not be listed on any stock exchange.
Our Preferred Stock
        Our certificate of incorporation authorizes our board of directors to issue up to 25,000,000 shares of preferred stock from time to time in one or more series, generally without any vote or action by the holders of our common stock, except that the issuance of any shares of preferred stock having any voting rights other than those expressly required by Delaware law will be subject to approval by a majority of the voting power of the holders of our Class A common stock and Special Class A voting stock, voting together as a single class. Subject to this right, our board of directors will be authorized to determine the number of shares and designation of any series of preferred stock and the dividend rate, dividend rights, liquidation preferences, conversion rights and terms, voting rights, redemption rights and terms and sinking fund terms of any series of preferred stock. Depending on the terms of any issued preferred stock, any or all series of issued preferred stock could have a preference over our common stock with respect to dividends and other distributions and upon liquidation or dissolution of Molson Coors. Issuance of any preferred shares with voting powers, or issuance of additional shares of our common stock, would dilute the voting power of our outstanding common stock.
Stockholder Advance Notice Procedure
        Our bylaws establish an advance notice procedure for stockholders to make nominations of candidates for election as directors or to bring other business before an annual meeting of the
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stockholders. Only persons who are nominated by the board of directors, or a duly authorized board committee, or by a stockholder who has given timely written notice to the secretary of our company before the meeting at which directors are to be elected, will be eligible for election as directors. This notice is required to include specified information about the stockholder and each proposed director nominee and information regarding each proposed nominee that would be required to be included in a proxy statement filed under the SEC's Rules and Regulations. The stockholder notice procedure provides that the only business that may be conducted at an annual meeting is business that has been brought before the meeting by, or at the direction of, the board of directors or by a stockholder who has given timely written notice to the secretary of our company. This notice is required to include a brief description of the business desired to be brought before the meeting and specified information about the stockholder and the stockholder's ownership of our capital stock.
Delaware Anti-Takeover Law
        We are incorporated under the Delaware General Corporation Law (the "DGCL"). We are subject to Section 203 of the DGCL, which restricts certain transactions and "business combinations" between a Delaware corporation and an "interested stockholder" (in general, a stockholder owning 15% or more of the corporation's outstanding voting stock) or an affiliate or associate of an interested stockholder, for a period of three years from the date the stockholder becomes an interested stockholder. A "business combination" includes mergers, asset sales, and other transactions resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, unless the transaction is approved by the board of directors and the holders of at least 66 2 / 3 % of the outstanding voting stock of the corporation (excluding shares held by the interested stockholder), Section 203 prohibits significant business transactions such as a merger with, disposition of assets to, or receipt of disproportionate financial benefits by the interested stockholder, or any other transaction that would increase the interested stockholder's proportionate ownership of any class or series of the corporation's stock. The statutory ban does not apply if, upon consummation of the transaction in which any person becomes an interested stockholder, the interested stockholder owns at least 85% of the outstanding voting stock of the corporation (excluding shares held by persons who are both directors and officers or by certain employee stock plans).
        Section 203 of the DGCL may make it more difficult for a person who would be an interested stockholder to effect various business combinations with us.
60

 
 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
        The following is a summary of the material U.S. federal income tax considerations relating to the purchase, ownership and disposition of the notes and the shares of our common stock into which the notes may be converted, as of the date hereof. This summary deals only with notes and shares of our common stock held as capital assets and holders who acquired notes upon their original issuance at the issue price, which is the first price at which a substantial amount of the notes is sold for money to the public (not including bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). Additionally, this summary does not deal with special situations. For example, this summary does not address:
•
tax consequences to holders who may be subject to special tax treatment, such as dealers in securities or currencies, financial institutions, regulated investment companies, real estate investment trusts, expatriates, tax-exempt entities, traders in securities that elect to use a mark-to-market method of accounting for their securities or insurance companies;

•
tax consequences to persons holding notes or shares of common stock as part of a hedging, integrated, or conversion transaction or a straddle or persons deemed to sell notes or shares of common stock under the constructive sale provisions of the Internal Revenue Code of 1986, as amended (the "Code");

•
tax consequences to U.S. holders of notes or shares of common stock whose "functional currency" is not the U.S. dollar;

•
tax consequences to partnerships or other pass-through entities and investors in such entities; or

•
alternative minimum tax consequences, if any.
        Finally, this summary does not address other U.S. federal tax consequences (such as estate and gift tax consequences) or any state, local or foreign tax consequences.
        The discussion below is based upon the provisions of the Code, and regulations, rulings and judicial decisions as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those discussed below. This summary does not address all aspects of U.S. federal income taxes and does not deal with all tax consequences that may be relevant to holders in light of their personal circumstances.
        If a partnership holds our notes or shares of common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our notes or shares of our common stock, you should consult your tax advisor.
        If you are considering the purchase of notes, you should consult your own tax advisors concerning the U.S. federal income tax consequences to you in light of your particular facts and circumstances and any consequences arising under the laws of any state, local, foreign or other taxing jurisdiction.
 
 Consequences to U.S. Holders
        The following is a summary of the U.S. federal income tax consequences that will apply to a U.S. holder of notes or shares of our common stock. "U.S. holder" means a beneficial owner of a note or common stock for U.S. federal income tax purposes that is:
•
an individual citizen or resident of the United States;

•
a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
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•
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•
a trust if (1) it is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
Stated Interest
        It is expected that the notes will be issued without original issue discount for federal income tax purposes. Accordingly, stated interest on the notes will generally be taxable to a U.S. holder as ordinary income at the time it is paid or accrues in accordance with the U.S. holder's method of accounting for U.S. federal income tax purposes. If, however, the notes' "stated redemption price at maturity" (generally, the sum of all payments required under the note other than payments of stated interest) exceeds the issue price by more than a de minimis amount, a U.S. holder will be required to include such excess in income as original issue discount, as it accrues, in accordance with a constant yield method based on a compounding of interest before the receipt of cash payments attributable to this income.
Extension Fee
        Our obligation to pay you an extension fee in the event that we fail to comply with certain reporting obligations to the trustee and the SEC may implicate the provisions of Treasury regulations relating to "contingent payment debt instruments." As of the issue date, we believe and intend to take the position that the likelihood that we will make such payments is remote. Therefore, we intend to take the position that the notes should not be treated as contingent payment debt instruments. However, the determination of whether such a contingency is remote or not is inherently factual. Therefore, we can give you no assurance that our position would be sustained if challenged by the Internal Revenue Service ("IRS"). A successful challenge of this position by the IRS would affect the amount and timing of a U.S. holder's income and would generally cause the gain from the sale or other disposition of a note to be treated as ordinary income, rather than capital gain. Our position for purposes of the contingent debt regulations as to the likelihood of these additional payments being remote is binding on a U.S. holder, unless the U.S. holder discloses in the proper manner to the IRS that it is taking a different position. If, contrary to our expectations, we pay the extension fee, such fee should be taxable to a U.S. holder as ordinary income at the time it is paid or accrues in accordance with the U.S. holder's method of accounting for U.S. federal income tax purposes.
Constructive Distributions
        The conversion rate of the notes will be adjusted in certain circumstances, such as a stock split or stock dividend, a distribution of cash or other assets to our stockholders (including certain self-tender transactions), and certain transactions that constitute a fundamental change. See "Description of the Notes—Conversion of Notes—Conversion Price Adjustments" and "Description of the Notes—Adjustment to Shares Delivered Upon Conversion Upon a Qualifying Fundamental Change." Under Section 305(c) of the Code, adjustments (or failures to make adjustments) that have the effect of increasing a holder's proportionate interest in our assets or earnings may in some circumstances result in a deemed distribution to a holder. Adjustments to the conversion rate made pursuant to a bona fide reasonable adjustment formula that has the effect of preventing the dilution of the interest of the holders of the notes, however, will generally not be considered to result in a deemed distribution. Conversion rate adjustments arising from a stock split or a stock dividend are generally considered to be pursuant to a bona fide reasonable adjustment formula and thus will not give rise to a deemed dividend. However, certain of the possible conversion rate adjustments (generally including adjustments
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to the conversion rate to compensate holders for distributions of cash or property to our stockholders) will not qualify as being pursuant to a bona fide reasonable adjustment formula. If such adjustments are made, the U.S. holders of notes will be deemed to have received a distribution even though they have not received any cash or property as a result of such adjustments. Conversely, if an event occurs that increases the interests of holders of the notes and the conversion rate is not adjusted, the resulting increase in the proportionate interests of holders of the notes could be treated as a taxable stock dividend to such holders. In addition, if an event occurs that dilutes the interests of holders of the notes and the conversion rate is not adjusted, the resulting increase in the proportionate interests of our stockholders could be treated as a taxable stock dividend to those stockholders.
        Although there is no authority directly on point, the Internal Revenue Service may take the position that a constructive dividend with respect to the notes would not be eligible for a dividends-received deduction or the preferential tax rates applicable to dividends (as discussed below). Any taxable constructive stock dividends resulting from a change to, or a failure to change, the conversion rate would in other respects be treated in the same manner as dividends paid in cash or other property. These dividends would result in dividend income to the recipient, to the extent of our current and accumulated earnings and profits, with any excess treated as a nontaxable return of capital or as capital gain as more fully described below. Holders should carefully review the conversion rate adjustment provisions and consult their tax advisors with respect to the tax consequences of any such adjustment, including any potential consequences of a taxable stock dividend to basis and holding period.
Sale, Exchange, Redemption or Other Disposition of Notes
        A U.S. holder will generally recognize gain or loss upon the sale, exchange, redemption or other disposition of a note (including a conversion entirely paid in cash) equal to the difference between the amount realized (less any accrued interest which will be taxable as such) upon the sale, exchange, redemption or other disposition and the holder's tax basis in the note. A U.S. holder's tax basis in a note will generally be equal to the amount paid for the note. Any gain or loss recognized on a taxable disposition of the note will be capital gain or loss. A noncorporate U.S. holder who has held the note for more than one year generally will be subject to reduced rates of taxation on such gain. The ability to deduct capital losses may be limited.
Conversion of Notes into Our Common Stock and/or Cash
    Conversion of Notes for Cash
        A conversion of a note in exchange solely for cash will be treated as a taxable sale or exchange of the note, as described above under "—Sale, Exchange, Redemption or Other Disposition of Notes."
    Conversion of Notes into a Combination of our Common Stock and Cash
        The U.S. federal income tax treatment of a U.S. holder's conversion of the notes into our common stock and cash is uncertain. U.S. holders should consult their tax advisors to determine the correct treatment of such conversion. It is possible that the conversion may be treated as a partially taxable exchange or as a recapitalization, as briefly discussed below. See the discussion under "Possible Effect of Changes to the Terms of the Notes" regarding consequences of the conversion of the notes into shares of a public acquiror.
        Possible treatment as part conversion and part redemption.     The conversion of a note into our common stock and cash may be treated for U.S. federal income tax purposes as in part a conversion into stock and in part a payment in redemption of a portion of the notes. In that event, a U.S. holder would not recognize any income, gain or loss with respect to the portion of the notes considered to be converted into stock, except with respect to any cash received in lieu of a fractional share of stock or any common stock attributable to accrued interest (which will be treated in the manner described
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below). A U.S. holder's tax basis in the stock received upon conversion generally would be equal to the portion of its tax basis in a note allocable to the portion of the note deemed converted. A U.S. holder's holding period for such common stock generally would include the period during which the U.S. holder held the note.
        With respect to the part of the conversion that would be treated under this characterization as a payment in redemption of the remaining portion of the note, a U.S. holder generally would recognize gain or loss equal to the difference between the amount of cash received (other than amounts attributable to accrued interest) and the U.S. holder's tax basis allocable to such portion of the note. Gain or loss recognized will be long-term capital gain or loss if the U.S. holder has held the note for more than one year. In the case of certain non-corporate U.S. holders (including individuals), long-term capital gains are generally eligible for a reduced rate of U.S. federal income taxation. The deductibility of capital losses is subject to certain limitations under the Code.
        Although the law on this point is not entirely clear, a holder may allocate its tax basis in a note among the portion of the note that is deemed to have been converted and the portion of the note that is deemed to have been redeemed based on the relative fair market value of common stock and the amount of cash received upon conversion. In light of the uncertainty in the law, holders are urged to consult their own tax advisors regarding such basis allocation.
        Possible treatment as a recapitalization.     The conversion of a note into common stock and cash may instead be treated in its entirety as a recapitalization for U.S. federal income tax purposes, in which case a U.S. holder would be required to recognize gain on the conversion but would not be allowed to recognize any loss. Accordingly, such tax treatment may be less favorable to a U.S. holder than if the conversion were treated as part conversion and part redemption, as described above. If the conversion constitutes a recapitalization, a U.S. holder generally would recognize gain (but not loss) in an amount equal to the lesser of (i) the excess (if any) of
        (A)  the amount of cash (not including cash received in lieu of fractional shares) and the fair market value of common stock received (treating fractional shares as received for this purpose) in the exchange (other than any cash or common stock attributable to accrued interest) over
        (B)  the U.S. holder's tax basis in the notes, and (ii) the amount of cash received upon conversion (other than cash received in lieu of fractional shares or cash attributable to accrued interest, which will be treated in the manner described below). The U.S. holder would have an aggregate tax basis in the common stock received in the conversion equal to the aggregate tax basis of the notes converted, decreased by the aggregate amount of cash (other than cash in lieu of fractional shares and cash attributable to accrued interest) received upon conversion and increased by the aggregate amount of gain (if any) recognized upon conversion (other than gain realized as a result of cash received in lieu of fractional shares). The holding period for such common stock received by the U.S. holder would include the period during which the U.S. holder held the notes. Gain recognized will be long-term capital gain if the U.S. holder has held the notes for more than one year. In the case of certain non-corporate U.S. holders (including individuals), long-term capital gains are generally eligible for a reduced rate of taxation.
        Treatment of cash in lieu of a fractional share.     If a U.S. holder receives cash in lieu of a fractional share of common stock, such U.S. holder would be treated as if the fractional share had been issued and then redeemed for cash. Accordingly, a U.S. holder generally will recognize capital gain or loss with respect to the receipt of cash in lieu of a fractional share measured by the difference between the cash received for the fractional share and the portion of the U.S. holder's tax basis in the notes that is allocated to the fractional share.
        Treatment of amounts attributable to accrued interest.     Any cash and the value of any common stock received that is attributable to accrued interest on the notes not yet included in income would be taxed
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as ordinary interest income. The basis in any shares of common stock attributable to accrued interest would equal the fair market value of such shares when received. The holding period for any shares of common stock attributable to accrued interest would begin the day after the date of receipt.
        U.S. holders are urged to consult their tax advisors with respect to the U.S. federal income tax consequences resulting from the exchange of notes into a combination of cash and common stock.
Possible Effect of Changes to the Terms of the Notes
        In certain situations, we may provide for the exchange of the notes into shares of an acquiror. See "Description of the Notes—Conversion of Notes—Conversion Price Adjustments" and "Description of the Notes—Adjustment to Shares Delivered Upon Conversion Upon a Qualifying Fundamental Change." Depending on the circumstances, such adjustments could result in a deemed taxable exchange to a holder and the modified note could be treated as newly issued at that time. In addition, the conversion of the notes for the shares of the acquiror may be treated as a taxable event to a holder.
Dividends on the Common Stock
        If a U.S. holder converts a note into shares of our common stock and we make a distribution in respect of that stock, the distribution generally will be treated as a dividend to the extent it is paid from current or accumulated earnings and profits. If the distribution exceeds current and accumulated earnings and profits, the excess will be treated as a nontaxable return of capital reducing the U.S. holder's tax basis in the U.S. holder's common stock to the extent of the U.S. holder's tax basis in that stock. Any remaining excess will be treated as capital gain. Dividends received by individual holders generally will be subject to a reduced maximum tax rate of 15% through December 31, 2010, after which the rate applicable to dividends is scheduled to return to the tax rate generally applicable to ordinary income. The rate reduction will not apply to dividends received to the extent that the U.S. holder elects to treat dividends as "investment income," which may be offset by investment expense. Furthermore, the rate reduction also will not apply to dividends that are paid to a U.S. holder with respect to shares of our common stock that are held by such holder for less than 61 days during the 121-day period beginning on the date that is 60 days before the date on which the shares of our common stock became ex-dividend with respect to such dividend. If a U.S. holder is a U.S. corporation, it will be able to claim the deduction allowed to U.S. corporations in respect of dividends received from other U.S. corporations equal to a portion of any dividends received, subject to generally applicable limitations on that deduction. In general, a dividend distribution to a corporate U.S. holder may qualify for the 70% dividends received deduction if the U.S. Holder owns less than 20% of the voting power and value of our stock.
        U.S. holders should consult their tax advisors regarding the holding period and other requirements that must be satisfied in order to qualify for the dividends-received deduction and the reduced maximum tax rate on dividends.
Sale, Exchange, Redemption or Other Disposition of Common Stock
        A U.S. holder will generally recognize capital gain or loss on a sale or exchange of our common stock. The U.S. holder's gain or loss will equal the difference between the amount realized by the U.S. holder and the U.S. holder's tax basis in the stock. The amount realized by the U.S. holder will include the amount of any cash and the fair market value of any other property received for the stock. Gain or loss recognized by a U.S. holder on a sale or exchange of stock will be long-term capital gain or loss if the holder held the stock for more than one year. Long-term capital gains of non-corporate taxpayers are generally taxed at lower rates than those applicable to ordinary income. The deductibility of capital losses is subject to certain limitations.
65

Information Reporting and Backup Withholding
        When required, we or our paying agent will report to the holders of the notes and our common stock and the IRS amounts paid on or with respect to the notes and the common stock during each calendar year and the amount of tax, if any, withheld from such payments. A U.S. holder will be subject to backup withholding on interest payments made on the notes and dividends paid on the common stock and proceeds from the sale of the common stock or the notes (including a redemption or retirement) at the applicable rate (which is currently 28%) if the U.S. holder (a) fails to provide us or our paying agent with a correct taxpayer identification number or certification of exempt status (such as a certification of corporate status), (b) has been notified by the IRS that it is subject to backup withholding as a result of the failure to properly report payments of interest or dividends, or (c) in certain circumstances, has failed to certify under penalty of perjury that it is not subject to backup withholding. A U.S. holder may be eligible for an exemption from backup withholding by providing a properly completed IRS Form W-9 to us or our paying agent. Any amounts withheld under the backup withholding rules will generally be allowed as a refund or a credit against a U.S. holder's U.S. federal income tax liability provided the required information is properly furnished to the IRS on a timely basis.
 
 Consequences to Non-U.S. Holders
        The following is a summary of the U.S. federal income tax consequences that will apply to you if you are a non-U.S. holder of notes or shares of common stock. The term "non-U.S. holder" means a beneficial owner of a note or shares of common stock that is, for U.S. federal income tax purposes, an individual, corporation, trust or estate that is not a U.S. holder. Special rules may apply to certain non-U.S. holders such as "controlled foreign corporations" or "passive foreign investment companies." Such entities should consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them.
Stated Interest
        Subject to the discussion of backup withholding below, a non-U.S. holder will not be subject to U.S. federal withholding tax or income tax in respect of interest income on the notes provided that:
•
interest paid on the note is not effectively connected with the non-U.S. holder's conduct of a trade or business in the United States;

•
the non-U.S. holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock that are entitled to vote within the meaning of Section 871(h)(3) of the Code;

•
the non-U.S. holder is not a controlled foreign corporation that is related to us (actually or constructively) through stock ownership;

•
the non-U.S. holder is not a bank whose receipt of interest on a note is described in Section 881(c)(3)(A) of the Code; and

•
the non-U.S. holder provides its name and address, and certifies, under penalties of perjury, that it is not a U.S. person (which certification may be made on an IRS W-8BEN (or successor form)) or (b) the non-U.S. holder holds the notes through certain foreign intermediaries or certain foreign partnerships, and satisfies the certification requirements of applicable Treasury regulations.

        If a non-U.S. holder cannot satisfy the requirements described above, payments of interest will be subject to the 30% U.S. federal withholding tax, unless the holder provides us with a properly executed (1) IRS Form W-8BEN (or successor form) claiming an exemption from or reduction in withholding
66

under the benefit of an applicable income tax treaty or (2) IRS Form W-8ECI (or successor form) stating that interest paid on the note is not subject to withholding tax because it is effectively connected with the non-U.S. holder's conduct of a trade or business in the United States.
        If a non-U.S. holder is engaged in a trade or business in the United States and interest on the note is effectively connected with the conduct of that trade or business, and if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment, the non-U.S. holder (although exempt from the 30% withholding tax, provided the non-U.S. holder complies with certain certification and disclosure requirements discussed in the fifth bullet point above) will be subject to U.S. federal income tax on that interest on a net income basis in the same manner as a U.S. holder. In addition, a foreign corporation may be subject to a branch profits tax equal to 30% (or lower applicable income tax treaty rate) of its earnings and profits for the taxable year, subject to adjustments, that are effectively connected with its conduct of a trade or business in the United States.
Dividends on the Common Stock and Constructive Distributions
        Any dividends paid with respect to the shares of common stock that are received upon the conversion of the notes (and any deemed dividends resulting from certain adjustments, or failure to make adjustments, to the conversion rate, see "Consequences to U.S. Holders—Constructive Distributions" above) will be subject to withholding tax at a 30% rate or such lower rate as specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business within the United States and, where an applicable tax treaty so provides, are attributable to a U.S. permanent establishment, are not subject to the withholding tax, but instead are subject to U.S. federal income tax on a net income basis at applicable graduated individual or corporate rates. Certain certification and disclosure requirements must be complied with in order for effectively connected income to be exempt from withholding. Any such effectively connected dividends received by a foreign corporation may, under certain circumstances, be subject to an additional branch profits tax at a 30% rate or such lower rate as specified by an applicable income tax treaty.
        A non-U.S. holder of shares of common stock who wishes to claim the benefit of an applicable treaty rate is required to satisfy applicable certification and other requirements. If a non-U.S. holder is eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty, the holder may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.
        Because a constructive dividend deemed received by a non-U.S. holder would not give rise to any cash from which any applicable withholding tax could be satisfied, if we pay withholding taxes on behalf of a non-U.S. holder, we may, at our option, set off any such payment against payments of cash and common stock payable on the notes (or, in certain circumstances, against any payments on the common stock).
Sale, Exchange, Redemption or Other Disposition of Notes or Common Stock
        Any gain realized by a non-U.S. holder upon the sale, exchange, redemption or other taxable disposition of a note or shares of common stock (including a conversion of the note into shares of common stock that is treated as a taxable event, see "Consequences to U.S. Holders—Conversion of Notes into Our Common Stock and Cash") will not be subject to U.S. federal income tax unless:
•
that gain is effectively connected with the conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment);

•
the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or
67

•
we are or have been a "U.S. real property holding corporation" during the applicable statutory period. We are not, and do not anticipate that we will become, a "U.S. real property holding corporation" for U.S. federal income tax purposes.
        A non-U.S. holder described in the first bullet point above will be subject to U.S. federal income tax on the net gain derived from the sale in the same manner as a U.S. holder. If a non-U.S. holder is eligible for the benefits of a tax treaty between the United States and its country of residence, any such gain will be subject to U.S. federal income tax in the manner specified by the treaty and generally will only be subject to such tax if such gain is attributable to a permanent establishment maintained by the non-U.S. holder in the United States. To claim the benefit of a treaty, a non-U.S. holder must properly submit an IRS Form W-8BEN (or suitable successor or substitute form). A non-U.S. holder that is a foreign corporation and is described in the first bullet point above will be subject to tax on gain under regular graduated U.S. federal income tax rates and, in addition, may be subject to a branch profits tax at a 30% rate or a lower rate if so specified by an applicable income tax treaty. An individual non-U.S. holder described in the second bullet point above will be subject to a flat 30% U.S. federal income tax on the gain derived from the sale, which may be offset by U.S. source capital losses, even though the holder is not considered a resident of the United States.
Information Reporting and Backup Withholding
        Generally, we must report to the IRS and to non-U.S. holders the amount of interest and dividends paid to the holder and the amount of tax, if any, withheld with respect to those payments. Copies of the information returns reporting such interest and dividend payments and any withholding may also be made available to the tax authorities in the country in which the holder resides under the provisions of an applicable income tax treaty.
        In general, a non-U.S. holder will not be subject to backup withholding with respect to payments of interest or dividends that we make to the holder if the non-U.S. holder has provided the statement described above in the fifth bullet point under "—Consequences to Non-U.S. Holders—Stated Interest." A non-U.S. holder will be subject to information reporting and, depending on the circumstances, backup withholding with respect to the proceeds of the sale or other disposition (including a redemption or retirement) of a note or shares of our common stock within the United States or conducted through certain U.S.-related payors, unless the payor of the proceeds receives the statement described above or the holder otherwise establishes an exemption.
        Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a holder's U.S. federal income tax liability provided the required information is furnished to the IRS.
68

 
 UNDERWRITING
        Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. are acting as joint bookrunning managers of the offering. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has severally agreed to purchase, and we have agreed to sell to that underwriter, the principal amount of notes set forth opposite the underwriter's name.

Underwriter
	 	Principal Amount of Notes
	
Deutsche Bank Securities Inc.	 	$	 	
Citigroup Global Markets Inc.	 	 	 	
J.P.Morgan Securities Inc.	 	 	 	
Morgan Stanley & Co. Incorporated	 	 	 	

Total	
 	
$	
500,000,000	
        The underwriting agreement provides that the obligations of the underwriters to purchase the notes included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the notes if they purchase any of the notes.
        The underwriters propose to offer some of the notes directly to the public at the public offering price set forth on the cover page of this prospectus and some of the notes to dealers at the public offering price less a concession not to exceed      % of the principal amount of the notes. The underwriters are offering the notes, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by counsel to the underwriters, including the validity of the notes and other conditions contained in the underwriting agreement. After the initial offering of the notes to the public, the representatives may change the public offering price and concessions.
        We have granted to the underwriters an option, exercisable for 13 days from the date on which notes are first issued to purchase up to $75,000,000 additional principal amount of notes at the public offering price less the underwriting discount. The underwriters may exercise the option solely for the purpose of covering overallotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter must purchase a principal amount of additional notes approximately proportionate to that underwriter's initial purchase commitment.
        We have agreed, and certain of our officers and directors will agree, for a period of 90 days from the date of this prospectus, subject to limited exceptions, not to:
•
offer, sell, contract to sell, pledge, or otherwise dispose of any shares of common stock or any securities convertible into, or exercisable, or exchangeable for, shares of common stock,

•
enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the company or any affiliate of the company or any person in privity with the company or any affiliate of the company), directly or indirectly, of any shares of common stock or any securities convertible into, or exercisable, or exchangeable for, shares of common stock,

•
file (or participate in the filing of) a registration statement in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, in respect of any shares of common stock or any securities convertible into, or exercisable, or exchangeable for, shares of common stock, or

•
publicly announce an intention to effect any such transaction.
69

        None of our stockholders that are not officers or directors of the company have entered into any such lock-up agreement, however. In addition, notwithstanding the foregoing, among other exceptions:
•
we may issue employee stock options and restricted shares pursuant to the terms of any equity incentive plan in effect at the date of this prospectus, and

•
we may issue securities in connection with acquisitions of other entities or assets as long as the recipients of those securities agree to be bound by restrictions on transfer similar to those applicable to us.
        Deutsche Bank Securities Inc. and Citigroup Global Markets Inc., in their sole discretion, may release any of the securities subject to these lock-up agreements at any time without notice.
        The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional notes.

 	 	No Exercise
	 	Full Exercise
	 	
Per Note	 	 	 	%	 	 	%	
Total	 	$	 	 	$	 	 	
        In connection with the offering, the underwriters may purchase and sell notes in the open market. These transactions may include overallotment, syndicate covering transactions and stabilizing transactions. Overallotment involves syndicate sales of notes in excess of the principal amount of notes to be purchased by the underwriters in the offering, which creates a syndicate short position. "Covered" short sales are sales of notes made in an amount up to the principal amount represented by the underwriters' overallotment option. In determining the source of notes to close out the covered syndicate short position, the underwriters will consider, among other things, the price of notes available for purchase in the open market as compared to the price at which they may purchase notes through the overallotment option. Transactions to close out the covered syndicate short involve either purchases of the notes in the open market after the distribution has been completed or the exercise of the overallotment option. The underwriters may also make "naked" short sales of notes in excess of the overallotment option. The underwriters must close out any naked short position by purchasing notes in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the notes in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of bids for or purchases of notes in the open market while the offering is in progress.
        The underwriters also may impose a penalty bid. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the underwriters, in covering syndicate short positions or making stabilizing purchases, repurchase notes originally sold by that syndicate member in order to cover syndicate short positions or make stabilizing purchases.
        Any of these activities may have the effect of preventing or retarding a decline in the market price of the notes. They may also cause the price of the notes to be higher than the price that otherwise would exist in the open market in the absence of these transactions. The underwriters may conduct these transactions in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time without notice.
        We intend to enter into privately-negotiated convertible note hedge transactions and warrant transactions with affiliates of certain of the underwriters. In connection with hedging these transactions, the counterparties or their affiliates may enter into various over-the-counter derivative transactions with respect to our Class B common stock at, and possibly after, the pricing of the notes and may purchase our Class B common stock in secondary market transactions following the pricing of the notes. These activities could have the effect of increasing the price of our Class B common stock prior to and
70

possibly following the pricing of the notes. The counterparties or their affiliates are likely to modify their respective hedge positions from time to time prior to conversion or maturity of the notes (including during any conversion period related to any conversion of the notes) by purchasing and selling shares of our Class B common stock, other of our securities or other instruments it may wish to use in connection with such hedging. The magnitude of any of these transactions and activities and their effect, if any, on the market price of our Class B common stock or the notes will depend in part on market conditions and our settlement election under the notes and cannot be ascertained at this time, but any of these activities could adversely affect the value of our Class B common stock (including during any period used to determine the amount of consideration deliverable upon conversion of the notes) and the value of the notes and, as a result, the conversion value you will receive upon the conversion of the notes and, under certain circumstances, your ability to convert notes.
        We estimate that our total expenses for this offering will be approximately $885,000.
        The notes are a new issue of securities for which there is currently no active trading market. We cannot ensure that a liquid market will develop for the notes, that you will be able to sell any of the notes at a particular time (if at all) or that the prices you receive if or when you sell the notes will be above their initial offering price. In addition, we do not intend to apply for listing of the notes on any securities exchange or on any automated dealer quotation system. The underwriters have advised us that they intend to make a market in the notes, but they are not obligated to do so and may discontinue any market-making in the notes at any time in their sole discretion and without notice. Future trading prices of the notes on any market that may develop will depend on many factors, including our operating performance and financial condition, prevailing interest rates, the market for similar securities, and general economic conditions.
        We expect to deliver the notes against payment for the notes on or about the date specified in the last paragraph of the cover page of this prospectus, which will be the fourth business day following the date of the pricing of the notes.
        The underwriters and their affiliates may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business. Some of the underwriters and their affiliates have performed and continue to perform investment banking and advisory services for us from time to time for which they have received customary fees and expenses and the lenders under our senior credit facility include affiliates of the underwriters. In addition, the dealer manager for the Tender Offer is an affiliate of one of the underwriters.
        The prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters.
        We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the underwriters may be required to make because of any of those liabilities.
Selling Restrictions
        Any investor purchasing the notes in the offering is solely responsible for ensuring that any offer or resale of the notes it purchased in the offering occurs in compliance with applicable laws and regulations.
Notice to Prospective Investors in the European Economic Area
        In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation
71

date), an offer of the notes described in this prospectus to the public may not be made in that relevant member state prior to the publication of a prospectus in relation to the notes that has been approved by the competent authority in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Directive, except that it may, with effect from and including the relevant implementation date, make an offer of notes to the public in that relevant member state at any time:
•
to any legal entity that is authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; or

•
to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

•
in any other circumstances that do not require the publication by the issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.
        Each purchaser of the notes described in this prospectus located within a relevant member state will be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of Article 2(1)(e) of the Prospectus Directive.
        For the purposes of this provision, the expression an "offer to the public" in relation to any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each relevant member state.
        The sellers of the notes have not authorized and do not authorize the making of any offer of the notes through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the notes as contemplated in this prospectus. Accordingly, no purchaser of the notes, other than the underwriters, is authorized to make any further offer of the notes on behalf of the sellers or the underwriters.
Notice to Prospective Investors in the United Kingdom
        This prospectus is only being distributed to and is only directed at persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.
Notice to Prospective Investors in France
        No prospectus (including any amendment, supplement or replacement thereto) nor any offering material relating to the notes described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or by the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The notes have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in
72

France. Neither this prospectus nor any other materials related to the offering or information contained therein relating to the notes has been or will be released, issued, distributed or caused to be released, issued or distributed to the public in France or used in connection with any offer for subscription or sale of the notes to the public in France. Such offers, sales and distributions will be made in France only
•
to qualified investors ( investisseurs qualifiés ) and/or to a restricted circle of investors ( cercle restreint d'investisseurs ), in each case investing for their own account, as defined in, and in accordance with, Articles L. 411-2, D. 411-1, D. 411-2, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the French Code Monétaire et Financier and applicable regulations thereunder; or

•
to investment services providers authorized to engage in portfolio management on behalf of third parties; or

•
in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et Financier and Article 211-2 of the General Regulations ( Règlement Général ) of the Autorité des Marchés Financiers , does not constitute a public offer ( appel public à l'épargne ).
        The notes may be resold directly or indirectly, only in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code Monétaire et Financier .
Notice to Prospective Investors in Italy
        The offering of the notes has not been cleared by the Italian Securities Exchange Commission ( Commissione Nazionale per le Societé e la Borsa , or the CONSOB) pursuant to Italian securities legislation and, accordingly, the underwriters have represented and agreed that the notes may not and will not be offered, sold or delivered, nor may or will copies of the prospectus or any other documents relating to the notes be distributed in Italy, except (i) to professional investors ( operatori qualificati ), as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of July 1, 1998, as amended, or Regulation No. 11522, or (ii) in other circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of February 24, 1998, or the Financial Service Act, and Article 33, first paragraph, of CONSOB Regulation No. 11971 of May 14, 1999, as amended.
        Any offer, sale or delivery of the notes or distribution of copies of this prospectus or any other document relating to the notes in Italy may and will be effected in accordance with all Italian securities, tax, exchange control and other applicable laws and regulations, and, in particular, will be: (i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Financial Services Act, Legislative Decree No. 385 of September 1, 1993, as amended, or the Italian Banking Law, Regulation No. 11522, and any other applicable laws and regulations; (ii) in compliance with Article 129 of the Italian Banking Law and the implementing guidelines of the Bank of Italy; and (iii) in compliance with any other applicable notification requirement or limitation which may be imposed by CONSOB or the Bank of Italy.
        This prospectus and the information contained therein are intended only for the use of its recipient and, unless in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of the "Financial Service Act" and Article 33, first paragraph, of CONSOB Regulation No. 11971 of May 14, 1999, as amended, is not to be distributed, for any reason, to any third party resident or located in Italy. No person resident or located in Italy other than the original recipients of this document may rely on it or its content.
        Italy has only partially implemented the Prospectus Directive, the provisions under the heading "European Economic Area" above shall apply with respect to Italy only to the extent that the relevant provisions of the Prospectus Directive have already been implemented in Italy.
        Insofar as the requirements above are based on laws which are superseded at any time pursuant to the implementation of the Prospectus Directive, such requirements shall be replaced by the applicable requirements under the Prospectus Directive.
73

 
 
 LEGAL MATTERS
        The validity of the notes offered hereby and the Class B common stock issuable upon conversion of the notes will be passed upon for us by Gibson, Dunn & Crutcher LLP. Certain legal matters will be passed upon for the underwriters by Cleary Gottlieb Steen & Hamilton LLP, New York, New York.
 
 EXPERTS
        The financial statements, financial statement schedule and management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the 2006 Form 10-K have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
74

$500,000,000
        % Convertible Senior Notes due 2013
Deutsche Bank Securities
Citi
JPMorgan
Morgan Stanley
Prospectus
                        , 2007

 
 PART II.

INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14.    Other Expenses of Issuance and Distribution
        The following table sets forth the costs and expenses payable by the registrants in connection with the offerings described in this registration statement. In addition to the costs and expenses set forth below, the registrants will pay any selling commissions and brokerage fees and any applicable taxes, fees and disbursements with respect to securities registered hereby sold by the registrants. All of the amounts shown (except the SEC registration fee) are estimates.

SEC registration fee	 	$	17,653	
Legal fees and expenses	 	 	500,000	
Accounting fees and expenses	 	 	150,000	
Financial printer fees and expenses	 	 	100,000	
Trustee fees and expenses	 	 	25,000	
Miscellaneous	 	 	92,347	
 	 		
 	Total	 	$	885,000	
 	 		
Item 15.    Indemnification of Directors and Officers
Delaware Entities
    Molson Coors Brewing Company
        Section 145 of the Delaware General Corporation Law (the "DGCL") provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal actions and proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited to expenses (including attorneys' fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys' fees) that such officer or director actually and reasonably incurred in connection therewith. The rights provided in Section 145 of the DGCL are not exclusive, and the corporation may also provide for indemnification under bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
        Molson Coors Brewing Company's restated certificate of incorporation and amended and restated bylaws provide for indemnification of its current and former directors and officers to the fullest extent permitted by the DGCL. In the case of a proceeding commenced by a current or former director or
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officer, indemnification is only required if the commencement of such proceeding was authorized by the company's board of directors.
        Section 102(b)(7) of the DGCL provides that a corporation may relieve its directors from personal liability to such corporation or its stockholders for monetary damages for any breach of their fiduciary duty as directors except for (i) a breach of the duty of loyalty, (ii) failure to act in good faith, (iii) intentional misconduct or knowing violation of law, (iv) willful or negligent violations of certain provisions in the DGCL imposing certain requirements with respect to stock repurchases, redemptions and dividends, or (v) any transactions from which the director derived an improper personal benefit. As permitted by the DGCL, the Company's restated certificate of incorporation provides that none of its directors will be personally liable to it or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL.
        Molson Coors Brewing Company also maintains directors' and officers' liability insurance policies.
    Molson Coors International LP
        Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever. The Agreement of Limited Partnership of Molson Coors International LP provides that the general partner and its officers, directors, shareholders, agents and employees shall be indemnified and held harmless by the partnership to the fullest extent permitted by applicable law from and against any and all losses arising from any claims, demands, liabilities, costs, damages, and causes of action in connection with or resulting from any acts or omissions by such indemnitee undertaken on behalf of the partnership, including any demands, claims or lawsuits initiated by a partner, unless such acts or omissions are found by a court of competent jurisdiction upon entry of a final judgment to be in bad faith, or to constitute fraud, gross recklessness, willful misconduct or a knowing violation of law. The Agreement of Limited Partnership also provides that the general partner shall not be liable to the partnership or its partners for any action it takes or omits to take as general partner, if performed in compliance with the agreement, and shall not have any liability for monetary damages to the partnership or its partners for breach of its fiduciary duty as general partner, except in the case of a breach of the general partner's duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction from which the general partner directly or indirectly derives an improper personal benefit.
Nova Scotia Entities
        The Companies Act (Nova Scotia) does not restrict a company from indemnifying directors and provides that if in any proceeding against a director of a company for negligence or breach of trust it appears to the court hearing the case that the director is or may be liable in respect of the negligence or breach of trust, but has acted honestly and reasonably and ought fairly to be excused for the negligence or breach of trust, the court may relieve the director, either wholly or partly, from the director's liability on such terms as the court may think proper.
        Molson Coors Capital Finance ULC, Molson Coors International General, ULC, Coors International Holdco, ULC and Molson Coors Callco ULC.     The Articles of Association of each of the Nova Scotia entities provide for the indemnity of every director or officer, former director or officer, or person who acts or acted at the company's request as a director or officer of the company, a body corporate, partnership or other association of which the company is or was a shareholder, partner, member or creditor, and for the heirs and legal representatives of such person, in the absence of any dishonesty on the part of such person, against all costs, losses and expenses, including amounts paid to settle an action or claim or satisfy a judgment, that such director, officer or person may incur or become liable
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to pay in respect of any claim made against such person or any civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of the company or such body corporate, partnership or other association, whether the company is a claimant or party to such action or proceeding or otherwise ("indemnity costs"). The Articles of Association further provide that it shall be the duly of the directors to pay all indemnity costs out of the funds of the company. The amount for which such indemnity is proved shall immediately attach as a lien on the property of the company and have priority as against the shareholders over all other claims.
        The Articles of Association also provide that no director or officer, former director or officer, or person who acts or acted at the company's request as a director or officer of the company, a body corporate, partnership or other association of which the company is or was a shareholder, partner, member or creditor, in the absence of any dishonesty on such person's part, shall be liable for the acts, receipts, neglects or defaults of any other director, officer or such person, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the company through the insufficiency or deficiency of title to any property acquired for or on behalf of the company, or through the insufficiency or deficiency of any security in or upon which any of the funds of the company are invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any funds, securities or effects are deposited, or for any loss occasioned by error of judgment or oversight on the part of such person, or for any other loss, damage or misfortune whatsoever that happens in the execution of the duties of such person or in relation thereto.
Colorado Entities
    Corporations
        The Colorado Business Corporations Act (the "CBCA"), as set forth in Title 7, Articles 101 to 117 of the Colorado Revised Statutes, governs a Colorado corporation's obligations to indemnify its officers and directors. The CBCA specifies the circumstances under which a corporation may indemnify its directors, officers, employees and agents. As to directors, the CBCA generally requires that a director provide a statement that he or she has met a certain standard of conduct. The CBCA standard requires that a director must have acted in good faith, and for acts done in a director's official capacity, must have reasonably believed that he or she acted in the best interests of the corporation. In all other instances, the director must have acted in good faith and must have reasonably believed that he or she acted in a manner that was not opposed to the best interests of the corporation. In criminal proceedings, the director must not have had a reason to believe that his or her conduct was unlawful. In a proceeding brought by or in the right of the corporation, or that alleges that a director improperly received a personal benefit, the director cannot be indemnified if he or she is adjudged liable, unless a court orders the corporation to pay reasonable expenses. On the other hand, the corporation must pay reasonable expenses that a director or officer incurred in a proceeding when any director or officer is wholly successful on the merits or otherwise in defending any civil or criminal proceeding. The CBCA permits the corporation to indemnify officers and employees to a greater extent than it may indemnify directors if such indemnification would not violate public policy.
        The CBCA also provides that a corporation may in its articles of incorporation eliminate or limit the personal liability of a director to the corporation or to its shareholders for monetary damages for breach of fiduciary duty as a director, except for monetary damages for any breach of the director's duty of loyalty to the corporation or its shareholders, acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law, certain acts regarding approval of unlawful distributions, or any transaction from which the director directly or indirectly derived an improper personal benefit.
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        Coors Brewing Company.     Coors Brewing Company's articles of incorporation, as amended, provide that the personal liability of its directors will be limited or eliminated to the fullest extent allowed by applicable law. The company's articles of incorporation and bylaws provide generally for indemnification of the company's officers and directors in the discretion of the board of directors to the fullest extent permitted by applicable law, except with respect to any personal benefit improperly received by such director or officer or, in the case of officers, with respect to matters in which the officer shall be adjudged to be liable for his or her own gross negligence or willful misconduct in the performance of any duty.
        Coors Distributing Company.     Coors Distributing Company's articles of incorporation, as amended, and bylaws provide generally for indemnification of the company's officers and directors to the fullest extent permitted by applicable law, except with respect to any personal benefit improperly received by such director or officer or, in the case of officers, with respect to matters in which the officer shall be adjudged to be liable for his or her own gross negligence or willful misconduct in the performance of any duty.
        Coors Global Properties, Inc., CBC Holdco, Inc., and MCBC International Holdco, Inc.     The bylaws of each of Coors Global Properties, Inc., CBC Holdco, Inc. and MCBC International Holdco, Inc. provide generally for indemnification of such company's officers and directors to the fullest extent permitted by applicable law, except with respect to any personal benefit improperly received by such director or officer or, in the case of officers, with respect to matters in which the officer shall be adjudged to be liable for his or her own gross negligence or willful misconduct in the performance of any duty.
    Coors International Market Development, L.L.L.P.
        The Agreement of Limited Partnership of Coors International Market Development, L.L.L.P. provides that the partnership shall indemnify and hold harmless each of the partners and the partners' officers, directors, partners, agents, employees and affiliates as to third parties against and from any personal loss, liability or damage incurred as a result of any act or omission of any partner believed in good faith to be within the scope of authority conferred by the agreement, except for willful misconduct or gross negligence, but not in excess of the value of the net assets of the partnership as of the date the general partner learns of such act or omission resulting in the personal loss, liability or damage to a third party. The agreement also provides that the partners shall not be liable to the partnership or to any partner for their good faith actions, failure to act, errors of judgment, or any act or omission believed in good faith to be within the scope of authority conferred by the agreement, but only for willful misconduct or gross negligence in the performance of their duties under the agreement.
        Reference is made to the form of underwriting agreement to be incorporated by reference in this registration statement for a description of the indemnification arrangements the registrants agree to in connection with the offering of securities registered by this registration statement.
Item 16.    Exhibits
        The Exhibit Index attached to this registration statement is incorporated herein by reference.
Item 17.    Undertakings
        (a)   The undersigned registrants hereby undertake:
        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
          (i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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         (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however , that, paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
        (2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
        (4)   That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
          (i)  Each prospectus filed by the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
         (ii)  Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
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        (5)   That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
        The undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:
          (i)  Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;
         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;
        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or its securities provided by or on behalf of the undersigned registrants; and
        (iv)  Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.
        (b)   The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
        (c)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
        (d)   The undersigned registrants hereby undertake that:
        (1)   For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.
        (2)   For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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 SIGNATURES
        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 11th day of June, 2007.

 	 	MOLSON COORS BREWING COMPANY	

 	
By:	
 	
/s/   TIMOTHY V. WOLF           
	
 	 	Name:	 	Timothy V. Wolf	
 	 	Title:	 	Global Chief Financial Officer	
 
 POWER OF ATTORNEY
        Each of the undersigned, being a director and/or officer of Molson Coors Brewing Company, a Delaware corporation, hereby constitutes and appoints Timothy V. Wolf, Samuel D. Walker, and Douglas N. Beck, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign this registration statement on Form S-3 filed by Molson Coors Brewing Company pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act, and otherwise), and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such registration statement or registration statements shall comply with the Securities Act and the applicable rules and regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue hereof.

Signature
	 	Title
	 	Date

 	

 	
 	
/s/   W. LEO KIELY III           

W. Leo Kiely III	 	President, Global Chief Executive Officer and Director
(Principal Executive Officer)	 	June 11, 2007	

/s/   TIMOTHY V. WOLF           

Timothy V. Wolf	
 	
Global Chief Financial Officer
(Principal Financial Officer)	
 	
June 11, 2007	

/s/   MARTIN L. MILLER           

Martin L. Miller	
 	
Vice President and Global Controller
(Chief Accounting Officer)	
 	
June 11, 2007	

/s/   ERIC H. MOLSON           

Eric H. Molson	
 	
Chairman	
 	
June 11, 2007	

Peter H. Coors	
 	
Vice Chairman	

 	 	 	 	 	

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/s/   FRANCESCO BELLINI           

Francesco Bellini	
 	
Director	
 	
June 11, 2007	

/s/   ROSALIND G. BREWER           

Rosalind G. Brewer	
 	
Director	
 	
June 11, 2007	

/s/   JOHN E. CLEGHORN           

John E. Cleghorn	
 	
Director	
 	
June 11, 2007	

/s/   MELISSA COORS OSBORN           

Melissa Coors Osborn	
 	
Director	
 	
June 11, 2007	

/s/   CHARLES M. HERINGTON           

Charles M. Herington	
 	
Director	
 	
June 11, 2007	

/s/   FRANKLIN W. HOBBS           

Franklin W. Hobbs	
 	
Director	
 	
June 11, 2007	

/s/   GARY S. MATTHEWS           

Gary S. Matthews	
 	
Director	
 	
June 11, 2007	

/s/   ANDREW T. MOLSON           

Andrew T. Molson	
 	
Director	
 	
June 11, 2007	

/s/   DAVID P. O'BRIEN           

David P. O'Brien	
 	
Director	
 	
June 11, 2007	

Pamela H. Patsley	
 	
Director	

/s/   H. SANFORD RILEY           

H. Sanford Riley	
 	
Director	
 	
June 11, 2007	
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SIGNATURES
        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 11th day of June, 2007.

 	 	COORS BREWING COMPANY	

 	
By:	
 	
/s/   FRITS D. VAN PAASSCHEN           
	
 	 	Name:	 	Frits D. van Paasschen	
 	 	Title:	 	President, Chief Executive Officer	
 
 POWER OF ATTORNEY
        Each of the undersigned, being a director and/or officer of Coors Brewing Company, a Colorado corporation, hereby constitutes and appoints Timothy V. Wolf, Samuel D. Walker, and Douglas N. Beck, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign this registration statement on Form S-3 filed by Coors Brewing Company pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act, and otherwise), and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such registration statement or registration statements shall comply with the Securities Act and the applicable rules and regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue hereof.

Signature
	 	Title
	 	Date

 	

 	
 	
/s/   FRITS D. VAN PAASSCHEN           

Frits D. van Paasschen	 	President, Chief Executive Officer
(Principal Executive Officer)	 	June 11, 2007	

/s/   WILLIAM G. WATERS           

William G. Waters	
 	
Chief Financial Officer
(Principal Financial Officer)	
 	
June 11, 2007	

/s/   MARTIN L. MILLER           

Martin L. Miller	
 	
Vice President, Controller
(Principal Accounting Officer)	
 	
June 11, 2007	

/s/   PETER H. COORS           

Peter H. Coors	
 	
Director	
 	
June 11, 2007	

/s/   W. LEO KIELY III           

W. Leo Kiely III	
 	
Director	
 	
June 11, 2007	

/s/   SAMUEL D. WALKER           

Samuel D. Walker	
 	
Director	
 	
June 11, 2007	
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SIGNATURES
        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 11th day of June, 2007.

 	 	MOLSON COORS CAPITAL FINANCE ULC	

 	
By:	
 	
/s/   MICHAEL J. GANNON           
	
 	 	Name:	 	Michael J. Gannon	
 	 	Title:	 	President and Chief Executive Officer	
 
 POWER OF ATTORNEY
        Each of the undersigned, being a director and/or officer of Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company, hereby constitutes and appoints Timothy V. Wolf, Samuel D. Walker, and Douglas N. Beck, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign this registration statement on Form S-3 filed by Molson Coors Capital Finance ULC pursuant to the Securities Act of 1933, as amended (the "Securities Act"), any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act, and otherwise), and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such registration statement or registration statements shall comply with the Securities Act and the applicable rules and regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue hereof.

Signature
	 	Title
	 	Date

 	

 	
 	
/s/   MICHAEL J. GANNON           

Michael J. Gannon	 	President and Chief Executive Officer
(Principal Executive Officer)	 	June 11, 2007	

/s/   ROBERTO SEIRA           

Roberto Seira	
 	
Chief Financial Officer
(Principal Financial Officer)	
 	
June 11, 2007	

/s/   MARTIN L. MILLER           

Martin L. Miller	
 	
Chief Accounting Officer
(Principal Accounting Officer)	
 	
June 11, 2007	

/s/   TIMOTHY E. SCULLY           

Timothy E. Scully	
 	
Director	
 	
June 11, 2007	

/s/   SAMUEL D. WALKER           

Samuel D. Walker	
 	
Director	
 	
June 11, 2007	

/s/   TIMOTHY V. WOLF           

Timothy V. Wolf	
 	
Director	
 	
June 11, 2007	
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SIGNATURES
        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 11th day of June, 2007.

 	 	COORS DISTRIBUTING COMPANY	

 	
By:	
 	
/s/   LYNN M. UTTER           
	
 	 	Name:	 	Lynn M. Utter	
 	 	Title:	 	President	
 
 POWER OF ATTORNEY
        Each of the undersigned, being a director and/or officer of Coors Distributing Company, a Colorado corporation, hereby constitutes and appoints Timothy V. Wolf, Samuel D. Walker, and Douglas N. Beck, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign this registration statement on Form S-3 filed by Coors Distributing Company pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act, and otherwise), and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such registration statement or registration statements shall comply with the Securities Act and the applicable rules and regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue hereof.

Signature
	 	Title
	 	Date

 	

 	
 	
/s/   LYNN M. UTTER           

Lynn M. Utter	 	President and Director
(Principal Executive Officer)	 	June 11, 2007	

/s/   MICHAEL J. GANNON           

Michael J. Gannon	
 	
Treasurer
(Principal Financial Officer and Principal Accounting Officer)	
 	
June 11, 2007	

Mark Honnen	
 	
Director	

    

Eric Reinhard	
 	
Director	

    

Ron Sally	
 	
Director	

II-11

 

/s/   BRENT SCOTT           

Brent Scott	
 	
Director	
 	
June 11, 2007	

/s/   WILLIAM G. WATERS           

William G. Waters	
 	
Director	
 	
June 11, 2007	

/s/   ROYCE WILLIS           

Royce Wills	
 	
Director	
 	
June 11, 2007	
II-12

SIGNATURES
        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 11th day of June, 2007.

 	 	COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P.	

 	
By:	
 	
Coors Global Properties, Inc.,
Its General Partner	

 	
By:	
 	
/s/   PATTI ZENK BEACOM           
	
 	 	Name:	 	Patti Zenk Beacom	
 	 	Title:	 	President of the General Partner	
 
 POWER OF ATTORNEY
        Each of the undersigned, being a director of Coors Global Properties, Inc., the General Partner of Coors International Market Development, L.L.L.P., a Colorado limited liability limited partnership, hereby constitutes and appoints Timothy V. Wolf, Samuel D. Walker, and Douglas N. Beck, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign this registration statement on Form S-3 filed by Coors International Market Development, L.L.L.P. pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act, and otherwise), and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such registration statement or registration statements shall comply with the Securities Act and the applicable rules and regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue hereof.

Signature
	 	Title
	 	Date

 	

 	
 	
/s/   PATTI ZENK BEACOM           

Patti Zenk Beacom	 	Director of the General Partner	 	June 11, 2007	

/s/   LEE J. DOLAN           

Lee J. Dolan	
 	
Director of the General Partner	
 	
June 11, 2007	

/s/   MICHAEL J. GANNON           

Michael J. Gannon	
 	
Director of the General Partner	
 	
June 11, 2007	

/s/   SAMUEL D. WALKER           

Samuel D. Walker	
 	
Director of the General Partner	
 	
June 11, 2007	

/s/   JAY WELLS           

Jay Wells	
 	
Director of the General Partner	
 	
June 11, 2007	
II-13

SIGNATURES
        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 11th day of June, 2007.

 	 	COORS GLOBAL PROPERTIES, INC.	

 	
By:	
 	
/s/   PATTI ZENK BEACOM           
	
 	 	Name:	 	Patti Zenk Beacom	
 	 	Title:	 	President	
 
 POWER OF ATTORNEY
        Each of the undersigned, being a director and/or officer of Coors Global Properties, Inc., a Colorado corporation, hereby constitutes and appoints Timothy V. Wolf, Samuel D. Walker, and Douglas N. Beck, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign this registration statement on Form S-3 filed by Coors Global Properties, Inc. pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act, and otherwise), and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such registration statement or registration statements shall comply with the Securities Act and the applicable rules and regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue hereof.

Signature
	 	Title
	 	Date

 	

 	
 	
/s/   PATTI ZENK BEACOM           

Patti Zenk Beacom	 	Director and President
(Principal Executive Officer)	 	June 11, 2007	

/s/   TARA L.M. DEARD           

Tara L.M. Deard	
 	
Secretary and Assistant Treasurer
(Principal Financial Officer and Principal Accounting Officer)	
 	
June 11, 2007	

/s/   LEE J. DOLAN           

Lee J. Dolan	
 	
Director	
 	
June 11, 2007	

/s/   MICHAEL J. GANNON           

Michael J. Gannon	
 	
Director	
 	
June 11, 2007	

/s/   SAMUEL D. WALKER           

Samuel D. Walker	
 	
Director	
 	
June 11, 2007	

/s/   JAY WELLS           

Jay Wells	
 	
Director	
 	
June 11, 2007	
II-14

SIGNATURES
        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 11th day of June, 2007.

 	 	MOLSON COORS INTERNATIONAL LP	

 	
By:	
 	
Molson Coors International General, ULC,
Its General Partner	

 	
By:	
 	
/s/   KEVIN T. BOYCE           
	
 	 	Name:	 	Kevin T. Boyce	
 	 	Title:	 	President of the General Partner	
 
 POWER OF ATTORNEY
        Each of the undersigned, being a director of Molson Coors International General, ULC, the General Partner of Molson Coors International LP, a Delaware limited partnership, hereby constitutes and appoints Timothy V. Wolf, Samuel D. Walker, and Douglas N. Beck, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign this registration statement on Form S-3 filed by Molson Coors International LP pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act, and otherwise), and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such registration statement or registration statements shall comply with the Securities Act and the applicable rules and regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue hereof.

Signature
	 	Title
	 	Date

 	

 	
 	
/s/   KEVIN T. BOYCE           

Kevin T. Boyce	 	Director of the General Partner	 	June 11, 2007	

/s/   TIMOTHY E. SCULLY           

Timothy E. Scully	
 	
Director of the General Partner	
 	
June 11, 2007	

/s/   SCOTT L. EWART           

Scott L. Ewart	
 	
Director of the General Partner	
 	
June 11, 2007	
II-15

SIGNATURES
        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 11th day of June, 2007.

 	 	CBC HOLDCO, INC.	

 	
By:	
 	
/s/   MICHAEL J. GANNON           
	
 	 	Name:	 	Michael J. Gannon	
 	 	Title:	 	President	
 
 POWER OF ATTORNEY
        Each of the undersigned, being a director and/or officer of CBC Holdco, Inc., a Colorado corporation, hereby constitutes and appoints Timothy V. Wolf, Samuel D. Walker, and Douglas N. Beck, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign this registration statement on Form S-3 filed by CBC Holdco, Inc. pursuant to the Securities Act of 1933, as amended (the "Securities Act") and any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act, and otherwise), and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such registration statement or registration statements shall comply with the Securities Act and the applicable rules and regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue hereof.

Signature
	 	Title
	 	Date

 	

 	
 	
/s/   MICHAEL J. GANNON           

Michael J. Gannon	 	Director and President
(Principal Executive Officer)	 	June 11, 2007	

/s/   ROBERTO SEIRA           

Roberto Seira	
 	
Treasurer/Cash Manager
(Principal Financial Officer and Principal Accounting Officer)	
 	
June 11, 2007	

/s/   DOUGLAS N. BECK           

Douglas N. Beck	
 	
Director	
 	
June 11, 2007	

/s/   MARTIN L. MILLER           

Martin L. Miller	
 	
Director	
 	
June 11, 2007	

/s/   JAY WELLS           

Jay Wells	
 	
Director	
 	
June 11, 2007	
II-16

SIGNATURES
        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 11th day of June, 2007.

 	 	MCBC INTERNATIONAL HOLDCO, INC.	

 	
By:	
 	
/s/   MICHAEL J. GANNON           
	
 	 	Name:	 	Michael J. Gannon	
 	 	Title:	 	President	
 
 POWER OF ATTORNEY
        Each of the undersigned, being a director and/or officer of MCBC International Holdco, Inc., a Colorado corporation, hereby constitutes and appoints Timothy V. Wolf, Samuel D. Walker, and Douglas N. Beck, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign this registration statement on Form S-3 filed by MCBC International Holdco, Inc. pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act, and otherwise), and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such registration statement or registration statements shall comply with the Securities Act and the applicable rules and regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue hereof.

Signature
	 	Title
	 	Date

 	

 	
 	
/s/   MICHAEL J. GANNON           

Michael J. Gannon	 	Director and President
(Principal Executive Officer)	 	June 11, 2007	

/s/   ROBERTO SEIRA           

Roberto Seira	
 	
Treasurer/Cash Manager
(Principal Financial Officer and Principal Accounting Officer)	
 	
June 11, 2007	

/s/   DOUGLAS N. BECK           

Douglas N. Beck	
 	
Director	
 	
June 11, 2007	

/s/   MARTIN L. MILLER           

Martin L. Miller	
 	
Director	
 	
June 11, 2007	

/s/   JAY WELLS           

Jay Wells	
 	
Director	
 	
June 11, 2007	
II-17

SIGNATURES
        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 11th day of June, 2007.

 	 	MOLSON COORS INTERNATIONAL GENERAL, ULC	

 	
By:	
 	
/s/   KEVIN T. BOYCE           
	
 	 	Name:	 	Kevin T. Boyce	
 	 	Title:	 	President	
 
 POWER OF ATTORNEY
        Each of the undersigned, being a director and/or officer of Molson Coors International General, ULC, a Nova Scotia unlimited liability company, hereby constitutes and appoints Timothy V. Wolf, Samuel D. Walker, and Douglas N. Beck, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign this registration statement on Form S-3 filed by Molson Coors International General, ULC pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act, and otherwise), and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such registration statement or registration statements shall comply with the Securities Act and the applicable rules and regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue hereof.

Signature
	 	Title
	 	Date

 	

 	
 	
/s/   KEVIN T. BOYCE           

Kevin T. Boyce	 	Director and President
(Principal Executive Officer)	 	June 11, 2007	

/s/   TIMOTHY E. SCULLY           

Timothy E. Scully	
 	
Director and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)	
 	
June 11, 2007	

/s/   SCOTT L. EWART           

Scott L. Ewart	
 	
Director	
 	
June 11, 2007	
II-18

SIGNATURES
        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 11th day of June, 2007.

 	 	COORS INTERNATIONAL HOLDCO, ULC	

 	
By:	
 	
/s/   KEVIN T. BOYCE           
	
 	 	Name:	 	Kevin T. Boyce	
 	 	Title:	 	President	
 
 POWER OF ATTORNEY
        Each of the undersigned, being a director and/or officer of Coors International Holdco, ULC, a Nova Scotia unlimited liability company, hereby constitutes and appoints Timothy V. Wolf, Samuel D. Walker, and Douglas N. Beck, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign this registration statement on Form S-3 filed by Coors International Holdco, ULC pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act, and otherwise), and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such registration statement or registration statements shall comply with the Securities Act and the applicable rules and regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue hereof.

Signature
	 	Title
	 	Date

 	

 	
 	
/s/   KEVIN T. BOYCE           

Kevin T. Boyce	 	Director and President
(Principal Executive Officer)	 	June 11, 2007	

/s/   TIMOTHY E. SCULLY           

Timothy E. Scully	
 	
Director and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)	
 	
June 11, 2007	

/s/   SCOTT L. EWART           

Scott L. Ewart	
 	
Director	
 	
June 11, 2007	
II-19

SIGNATURES
        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on the 11th day of June, 2007.

 	 	MOLSON COORS CALLCO ULC	

 	
By:	
 	
/s/   KEVIN T. BOYCE           
	
 	 	Name:	 	Kevin T. Boyce	
 	 	Title:	 	President	
 
 POWER OF ATTORNEY
        Each of the undersigned, being a director and/or officer of Molson Coors Callco ULC, a Nova Scotia unlimited liability company, hereby constitutes and appoints Timothy V. Wolf, Samuel D. Walker, and Douglas N. Beck, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign this registration statement on Form S-3 filed by Molson Coors Callco ULC pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and any and all amendments to this registration statement (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act, and otherwise), and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such registration statement or registration statements shall comply with the Securities Act and the applicable rules and regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue hereof.

Signature
	 	Title
	 	Date

 	

 	
 	
/s/   KEVIN T. BOYCE           

Kevin T. Boyce	 	President
(Principal Executive Officer)	 	June 11, 2007	

/s/   TIMOTHY E. SCULLY           

Timothy E. Scully	
 	
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)	
 	
June 11, 2007	

/s/   W. LEO KIELY III           

W. Leo Kiely III	
 	
Director	
 	
June 11, 2007	

/s/   TIMOTHY V. WOLF           

Timothy V. Wolf	
 	
Director	
 	
June 11, 2007	

/s/   SAMUEL D. WALKER           

Samuel D. Walker	
 	
Director	
 	
June 11, 2007	
II-20

 
 EXHIBIT INDEX

Exhibit
Number
	 	Description
	
1.1	 	Form of Underwriting Agreement. **	
4.1	 	Restated Certificate of Incorporation of Molson Coors Brewing Company (incorporated by reference to Annex G of the Joint Proxy Statement/Management Information Circular on Schedule 14A, filed on December 9, 2004).	
4.2	 	Amended and Restated Bylaws of Molson Coors Brewing Company (incorporated by reference to Annex H of the Joint Proxy Statement/Management Information Circular on Schedule 14A, filed on December 9, 2004).	
4.3	 	Articles of Incorporation of Coors Brewing Company, as amended. *	
4.4	 	Bylaws of Coors Brewing Company, as amended. *	
4.5	 	Memorandum of Association of Molson Coors Capital Finance ULC. *	
4.6	 	Articles of Association of Molson Coors Capital Finance ULC. *	
4.7	 	Articles of Incorporation of Coors Distributing Company, as amended. *	
4.8	 	Bylaws of Coors Distributing Company. *	
4.9	 	Certificate of Limited Partnership of Coors International Market Development, L.L.L.P. *	
4.10	 	Agreement of Limited Partnership of Coors International Market Development, L.L.L.P. *	
4.11	 	Articles of Incorporation of Coors Global Properties, Inc., as amended. *	
4.12	 	Bylaws of Coors Global Properties, Inc. *	
4.13	 	Certificate of Limited Partnership of Molson Coors International LP, as amended. *	
4.14	 	Agreement of Limited Partnership of Molson Coors International LP. *	
4.15	 	Articles of Incorporation of CBC Holdco, Inc., as amended. *	
4.16	 	Bylaws of CBC Holdco, Inc. *	
4.17	 	Articles of Incorporation of MCBC International Holdco, Inc., as amended. *	
4.18	 	Bylaws of MCBC International Holdco, Inc. *	
4.19	 	Memorandum of Association of Molson Coors International General, ULC. *	
4.20	 	Articles of Association of Molson Coors International General, ULC. *	
4.21	 	Memorandum of Association of Coors International Holdco, ULC. *	
4.22	 	Articles of Association of Coors International Holdco, ULC. *	
4.23	 	Memorandum of Association of Molson Coors Callco ULC. *	
4.24	 	Articles of Association of Molson Coors Callco ULC. *	
4.25	 	Form of Specimen Stock Certificate. *	
4.26	 	Form of Base Indenture. *	
4.27	 	Form of First Supplemental Indenture (including form of Convertible Senior Note). *	
5.1	 	Opinion of Gibson, Dunn & Crutcher LLP. *	
23.1	 	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. *	
23.2	 	Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1). *	
24.1	 	Power of Attorney (included on the signature pages to this registration statement). *	
25.1	 	Statement of Eligibility and Qualification of the Trustee, Deutsche Bank Trust Company Americas, on Form T-1. *	

*
Filed herewith.

**
To be filed by an amendment or as an exhibit to a Current Report on Form 8-K.

 
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Exhibit 4.3
 
 ARTICLES OF INCORPORATION
OF
COORS TRANSITION COMPANY
        I, the undersigned, a person over 18 years of age, desirous of becoming a body corporate, as incorporator, hereby verify the following to be the Articles of Incorporation of Coors Transition Company.
 
 ARTICLE I

NAME
        The name of the Corporation shall be Coors Transition Company.
 
 ARTICLE II

DURATION
        The Corporation shall have perpetual existence.
 
 ARTICLE III

PURPOSES AND POWERS
        A.    The Corporation is organized for the purposes of engaging in any lawful acts or activities for which corporations may be organized under the laws of the state of Colorado, including, without limitation, the business of brewing, packaging, and selling beer, malt liquor, ale and other fermented malt beverages.
        B.    Without limitation and in furtherance of the purposes set forth above, the Corporation shall have and may exercise any and all of the rights, powers and privileges now or hereafter conferred upon corporations organized under and pursuant to the laws of the state of Colorado, including the following powers:
        1.     To acquire by purchase, exchange, lease, or otherwise, and to hold, mortgage, pledge, hypothecate, exchange, sell, invest in and dispose of, alone, or in syndicates, or otherwise in conjunction with others, real and personal property of every kind and character, of whatsoever nature and wheresoever situate, and any interests therein.
        2.     To acquire by purchase, exchange, or otherwise, all or any part of, or interests in, the properties, assets, business, goodwill of any one or more persons, firms, associations, or corporations heretofore or hereafter engaged in any business for which corporations may now or hereafter be organized under the laws of the state of Colorado.
        3.     To borrow or raise money without limit as to amounts; to contract for, perform, and provide for the performance of services in any nature which a corporation may lawfully perform; to act as a dealer for the sale of, to enter into underwriting agreements with respect to, to grant options with respect to, and to contract for the disposition of, or otherwise dispose of, the Corporation's stocks, bonds, and other securities.
        4.     To invest and deal with the funds of the Corporation in any manner, and to acquire by purchase or otherwise the stocks, bonds, notes, debentures and other securities and obligations of any corporation, association, partnership or government, and while the owner of any such securities or obligations, to exercise all the rights, powers and privileges of ownership, including, among other things, the right to vote thereon for any and all purposes.
        5.     To indemnify officers, directors, and others, in the discretion of the Board of Directors, to the fullest extent authorized by the Colorado Corporation Code.

        6.     To limit or eliminate the personal liability of directors to the fullest extent allowed by the Colorado Corporation Code.
        7.     To do everything necessary, proper, advisable, or convenient for the accomplishment of the Corporation's purposes and all other things incidental thereto or connected therewith so long as the same shall not be prohibited by law or by these Articles of Incorporation.
 
 ARTICLE IV

CAPITAL STOCK
        The authorized capital stock of the Corporation shall consist of 100 shares of $1.00 par value common stock. The shares of capital stock may be issued and sold from time to time by the Corporation for such consideration and upon such terms permitted by the Colorado Corporation Code and by the Board of Directors, without approval of the shareholders.
 
 ARTICLE V

PREFERENCES, LIMITATIONS AND RIGHTS OF CAPITAL STOCK
        All shares of the capital stock authorized in Article IV shall have equal rights and privileges, including the following:
        1.     All outstanding shares shall share equally in dividends and upon liquidation of the Corporation.
        2.     At all times each shareholder of the Corporation shall be entitled to one vote for each share of such stock standing in his name on the books of the Corporation.
        3.     Cumulative voting shall not be allowed in the election of directors or for any other purposes.
        4.     No shareholder of the Corporation shall have any pre-emptive or preferential right of subscription to any shares of any class of stock of the Corporation, whether now or hereafter authorized, or to any obligations convertible into shares of the Corporation, issued or sold, nor any right of subscriptions to any shares other than such right, if any, and at such price as the Board of Directors, in its discretion from time to time may determine, pursuant to the authority thereby conferred by the Articles of Incorporation, and the Board of Directors may issue shares of the Corporation or obligations of the Corporation convertible into shares without offering such issue, either in whole or in part, to the shareholders of the Corporation. The Board of Directors may issue stock options to directors, officers, and employees in accordance with applicable law and without first offering such options to shareholders of the Corporation, and no shareholders shall have any pre-emptive right in, or pre-emptive right to subscribe to, any such options or the underlying shares issued pursuant to such options.
        5.     The Corporation may, in its Bylaws or otherwise, impose restrictions on the transfer of its shares.
 
 ARTICLE VI

INITIAL REGISTERED OFFICE AND AGENT
        The initial registered office of the Corporation shall be at 1717 Washington Avenue, Golden, Colorado 80401, and the initial registered agent at such address shall be Tim L. Campbell.
2

 
 ARTICLE VII

DIRECTORS
        The affairs of the Corporation shall be governed by a Board of not less than three Directors; except that there need be only as many directors as there are shareholders in the event that the outstanding shares are held of record by fewer than three shareholders. Subject to such limitation the number of Directors and the method by which they shall be elected shall be in accordance with the Bylaws of the Corporation. The initial Board of Directors shall consist of one person. The name and address of the member of the initial Board of Directors, who shall hold office until the first annual meeting of the shareholders of the Corporation or until their successors shall have been elected and qualified is:

Name
	 	Address
	
Harold R. Smethills	 	15669 West Maple Drive
Golden, Colorado 80401	
 
 ARTICLE VIII

BYLAWS
        The initial Bylaws of the Corporation shall be adopted by its Board of Directors, in which also shall be vested the power to alter, amend, or repeal the Bylaws and to adopt new Bylaws.
 
 ARTICLE IX

INCORPORATOR
        The name and address of the incorporator of the Corporation is as follows:

Name
	 	Address
	
Tim L. Campbell	 	1717 Washington Avenue
Golden, Colorado 80401	
        IN WITNESS WHEREOF, I, the undersigned, being the incorporator designated for the purpose of organizing and establishing a corporation under and pursuant to the statutes of the state of Colorado, execute these Articles of Incorporation aforesaid and declare that the statements therein contained are true and accordingly have hereunto set my hand and seal this 3rd day of August 1990.

 	 	/s/ TIM L. CAMPBELL

Tim L. Campbell	
STATE OF COLORADO	 	)	
 	 	) ss.	
COUNTY OF JEFFERSON	 	)	
        Tim L. Campbell, being first duly sworn, personally appeared before me, on the 3rd day of August 1990, declared that he is the person who signed the foregoing Articles of Incorporation as incorporator and that the statements therein contained are true.
        WITNESS my hand and official seal.
        My Commission expires: 11/30/90

[SEAL]	 	/s/ [ILLEGIBLE]

Notary Public	
3

SS Form DF 1 (Rev. 3/88)	 	 	 	for office use only
08-31-90 08:30
901084604 $10.00	
MAIL TO:
COLORADO SECRETARY OF STATE
CORPORATIONS OFFICE
1560 Broadway, Suite 200
Denver, Colorado 80202
(303) 894-2251
STATEMENT OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT, OR BOTH,
SUBMIT ONE
Filing fee $10.00
This document must be typewritten.
DP901079745
Pursuant to the provisions of the Colorado Corporation Code, the Colorado Nonprofit Corporation Act and the Colorado Uniform Limited Partnership Act of 1981, the undersigned corporation or limited partnership organized under the laws of Colorado submits the following statement for the purpose of changing its registered office or its registered agent, or both, in the state of Colorado:
        First: The name of the corporation or limited partnership is:
        Coors Transition Company
        Second: the address of its REGISTERED OFFICE is 311 10th Street, Golden, Colorado 80401
        Third: The name of its REGISTERED AGENT is M. Caroline Turner
        Fourth: The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.
        Fifth: The address of its place of business in Colorado is 12th and East Streets, Golden, Colorado 80401

 	 	COORS TRANSITION COMPANY
	 	(Note 1)	

 	
By	
 	
/s/ M. CAROLINE TURNER

M. Caroline Turner
Its Vice president	
 	
(Note 2)	

IMPORTANT: PLEASE READ CAREFULLY: If you	

 	

 	
are a not-for-profit corporation or a limited	 	 	 	    	 	 	
partnership, this form must be notarized. If you are a	 	 	 	    	 	 	
business (profit) corporation, no notarization is required.	 	 	 	    	 	 	
STATE OF Colorado
COUNTY OF Jefferson
4

        Subscribed and sworn to before me this 29 th day of August, 1990. My commission expires 12/23/93.

 	 	/s/ [ILLEGIBLE]

Notary Public (Note 4)	

 	
c/o Adolph Coors Company
Golden, CO 80401

Address	

Notes	
 	
1.	
 	
Exact name of corporation or limited partnership making the statement.	

 	
2.	
 	
Signature and title of officer signing for the corporation must be president or vice-president; for a foreign corporation without such officers, the authorized agent; for a limited partnership, must be a general partner.	

 	
3.	
 	
Regarding profit corporations: This statement may be executed by the registered agent when it involves only a registered address change. A copy of this statement has been forwarded to the corporation by the registered agent.	

 	
4.	
 	
Signature of notary public must be exactly as shown on notarial seal, and must agree with notarial commission.	
COMP. CH'D. GA	 	 	 	COMPUTER UPDATE COMPLETE
MRP	
5

 
SS. Form D 4 (Rev. 1/86)
Submit in Duplicate
Filing Fee: $30.00
  
This document must be typewritten	 	 	 	for office use only	
MAIL TO:
Colorado Secretary of State
Corporations Office
1560 Broadway, Suite 200
Denver, Colorado 80202
(303) 866-2361
  ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
Change of Name
DP901079745
        Pursuant to the provisions of the Colorado Corporation Code, the undersigned corporation adopts the following Articles of Amendments to its Articles of Incorporation:
        FIRST: The name of the corporation is (note 1) Coors Transition Company
        SECOND: The following amendment to the Articles of Incorporation was adopted on November 29, 1990, as prescribed by the Colorado Corporation Code, in the manner marked with an X below:

 	o	 	Such amendment was adopted by the board of directors where no shares have been issued.	

ý	
 	
Such amendment was adopted by a vote of the shareholders. The number of shares voted for the amendment was sufficient for approval.	
ARTICLE I of the Articles of Incorporation is hereby amended in its entirety to read as follows:
The name of the Corporation shall be Coors Brewing Company.
        THIRD: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows: Not Applicable.
6

        FOURTH: The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendment, are as follows: Not Applicable.

 	 	COORS TRANSITION COMPANY	 	(Note 1)	

 	
By:	
 	
/s/ Peter H. Coors

Its                        President	

 	
 	
and	
 	
/s/ [ILLEGIBLE]

Its                        Secretary	
 	
(Note 2)	

COMPUTER UPDATE COMPLETE
JM	
 	
n/a

Its                        Director	
 	
(Note 3)	

NOTES:	
 	
1.	
 	
Exact corporate name of corporation adopting the Articles of Amendments. (If this is a change of name amendment the name before this amendment is filed)	

 	
2.	
 	
Signatures and titles of officers signing for the corporation.	

 	
3.	
 	
Where no shares have been issued, signature of a director.	
7

 
 MUST BE TYPED
FILING FEE: $5.00
MUST SUBMIT TWO COPIES	 	 	 	For office use only    003
FILED
DONETTA DAVIDSON
COLORADO SECRETARY OF STATE
20011058387 C
$5.00
SECRETARY OF STATE
03-20-2001 10:31:35	
Please include a typed
self addressed envelope
Secretary of State
Corporations Section
DPC 19901079745
 
 STATEMENT OF CHANGE OF
REGISTERED OFFICE OR
REGISTERED AGENT, OR BOTH
        Pursuant to the provisions of the Colorado Business Corporation Act, the Colorado Nonprofit Corporation Act, the Colorado Uniform Limited Partnership Act of 1981 and the Colorado Limited Liability Company Act, the undersigned, organized under the laws of:
        Colorado
submits the following statement for the purpose of changing its registered office or its registered agent, or both, in the state of Colorado:

FIRST:	 	The name of the corporation, limited partnership or limited liability company is	
COORS BREWING COMPANY	

SECOND:	
 	
Street address of current REGISTERED OFFICE is: 311 10th Street, Golden, CO 80401	

 	
and if changed, the new street address is: 1560 Broadway, Denver, Colorado 80202	

THIRD:	
 	
The name of its current REGISTERED AGENT is: M. Caroline Turner	

 	
and if changed, the new registered agent is: Corporation Service Company	

 	
Signature of New Registered Agent By: /s/ Carol K. Dolor
                                                                           Carol K. Dolor, Asst. V.P.	

 	
Principal place of business 311 10th Street, Golden, CO 80401	
8

The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

FOURTH:	 	If changing the principal place of business address ONLY, the new address is:         [Blank]        	

 	
Signature	
 	
/s/ Annita M. Menogan

 	
 	
Title	
 	
Annita M. Menogan, Assistant Secretary	

 	

Revised 7/97
COMPUTER UPDATE COMPLETE
PSD	
9

 
 ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
COORS BREWING COMPANY
        Pursuant to § 7-110-106 and part 3 of Article 90 of Title 7, Colorado Revised Statutes, these Articles of Amendment to Articles of Incorporation are delivered to the Colorado Secretary of State for filing.
        1.     The name of the Corporation is Coors Brewing Company (the "Corporation") . The Corporation was initially incorporated under the name of Coors Transition Company. The Corporation's original Articles of Incorporation were filed with the Colorado Secretary of State on August 7, 1990 (the "Articles of Incorporation") .
        2.     These Articles of Amendment to Articles of Incorporation (these "Articles of Amendment") were duly adopted by the Board of Directors and the sole shareholder of the Corporation by written consent in accordance with the Colorado Business Corporation Act and the Bylaws of the Corporation.
        3.     These Articles of Amendment hereby amend and restate Article IV of the Articles of Incorporation of the Corporation to read as follows:
        "1.      Authorized Capital.    The aggregate number of shares that the Corporation shall have authority to issue is 100 shares of common stock (the "Common Stock") and 10,000,000,000 shares of preferred stock, all without par value, with the power to divide the shares in the capital for the time being into classes or series and to attach thereto respectively any preferred, deferred or qualified rights, privileges or conditions, including restrictions on voting rights and including redemption, purchase and other acquisition of such shares, subject, however, to the laws of the State of Colorado.
        2.      Voting.    Each shareholder of Common Stock of record shall be entitled to vote and shall have one vote for each share of Common Stock outstanding in such shareholder's name on the books and records of the Corporation, except that in the election of directors such shareholder shall have the right to vote such number of shares for as many persons as there are directors to be elected. Cumulative voting shall not be allowed in the election of directors or for any other purpose. Except as otherwise provided in the laws of the State of Colorado, the holders of preferred stock shall not be entitled to receive notice of, or to attend or to vote at, any meeting of the shareholders of the Corporation."
        4.     These Articles of Amendment hereby amend and restate Article V of the Articles of Incorporation of the Corporation to read as follows:
        "1.      Designation of the Preferences, Limitations and Relative Rights of the Corporation's Series A Preferred Stock.    
        (a)      Designation and Number of Shares.    The designation of the series of preferred stock authorized hereby shall be Series A Preferred Stock (the "Series A Preferred Stock"). The maximum number of shares of Series A Preferred Stock shall be 10,000,000,000 shares. Except as otherwise provided in this Certificate of Incorporation or as otherwise required by applicable law, all shares of Series A Preferred Stock shall be identical in all respects and shall entitle the holders thereof to the same rights, powers, preferences and privileges, subject to the same qualifications, limitations and restrictions.
        (b)      Definitions.    With respect to the Series A Preferred Stock, the following terms shall have the meanings ascribed to them below:
        (i)    "Act" means the Colorado Business Corporations Act, as amended.
10

        (ii)   "Redemption Amount" in respect of each share of Series A Preferred Stock means U.S. $100.00.
        (iii)  "Redemption Date" means in respect of each share of Series A Preferred Stock, the date that is five (5) years from the date of issuance of such share of Series A Preferred Stock.
        (iv)  "Redemption Price" in respect of each share of Series A Preferred Stock means the Redemption Amount together with accrued and unpaid dividends up to the date of liquidation, dissolution or winding up or the date of redemption, as the case may be.
        (c)      Dividends.    
        (i)    The holders of the Series A Preferred Stock shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the Board of Directors of the Corporation (the "Board of Directors") out of the moneys of the Corporation properly applicable to the payment of dividends, cumulative preferential dividends at a rate per share of five percent (5%) of the Redemption Amount per annum.
        (ii)   Payment of dividends (less any tax required to be withheld by the Corporation) shall, subject as hereinafter provided, be made by check of the Corporation payable at par at any branch in the United States of the Corporation's bankers or in such other manner as the payee may approve. Dividends which are represented by a check which has not been presented to the Corporation's bankers for payment or that otherwise remain unclaimed for a period of six (6) years from the date on which they were declared to be payable shall be forfeited to the Corporation.
        (iii)  Except with the consent in writing of the holders of all the Series A Preferred Stock outstanding, no dividends shall at any time be declared and paid, or declared and set aside for payment, on the Common Stock or any other shares of the Corporation ranking junior to the Series A Preferred Stock, in any year, unless accrued and unpaid dividends as provided for above have been declared on the Series A Preferred Stock and the full amount of such dividends on the Series A Preferred Stock then issued and outstanding shall have been paid, or provided for, at the date of such declaration and payment or setting aside of dividends on the Common Stock or other shares of the Corporation ranking junior to the Series A Preferred Stock.
        (iv)  The holders of the Series A Preferred Stock shall not be entitled to any dividends other than or in excess of the dividends hereinbefore provided for.
        (d)      No Voting Rights.    Except as otherwise provided in the Act, the holders of the Series A Preferred Stock shall not be entitled to receive notice of, or to attend or to vote at, any meeting of the shareholders of the Corporation.
        (e)      Liquidation, Dissolution or Winding-up.    In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other return of capital or distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of the Series A Preferred Stock shall be entitled to receive in respect of each such share, before any distribution of any part of the assets of the Corporation among the holders of the Common Stock and any other shares of the Corporation ranking junior to the Series A Preferred Stock, an amount equal to the Redemption Price. After payment to the holders of the Series A Preferred Stock of the amount so payable to such holders as herein provided, the holders of the Series A Preferred Stock shall not be entitled to share in any further distribution of the property or assets of the Corporation.
        (f)      Mandatory Redemption.    The Corporation shall, on each Redemption Date with respect to Series A Preferred Stock, redeem all Series A Preferred Stock required to be redeemed by
11

paying to such holder an amount equal to the aggregate Redemption Price on presentation and surrender of the certificate(s) for the Series A Preferred Stock to be so redeemed at the registered office of the Corporation. The certificate(s) for such Series A Preferred Stock shall thereupon be cancelled and the Series A Preferred Stock represented thereby shall thereupon be redeemed. Payment of the aggregate Redemption Price for the Series A Preferred Stock to be redeemed shall be made, at the option of the Corporation, (i) by delivery to such holder of a check of the Corporation payable at par at any branch in the United States of the Corporation's bankers or (ii) by wire transfer by the Corporation to the holder of the Series A Preferred Stock. From and after the Redemption Date, such Series A Preferred Stock shall cease to be entitled to dividends and the holder thereof shall not be entitled to exercise any of the rights of holders of Series A Preferred Stock in respect thereof unless payment of the said Redemption Price is not made on the Redemption Date, in which case the rights of the holder of the Series A Preferred Stock shall remain unaffected until payment in full of the Redemption Price.
        (g)      Partial Redemption.    If fewer than all Series A Preferred Stock represented by a certificate are redeemed, the holder shall be entitled to receive, at the expense of the Corporation, a new certificate representing the Series A Preferred Stock which have not been redeemed.
        (h)      Restriction on Dividends and Other Distributions.    Except with the consent in writing of the holders of all the Series A Preferred Stock outstanding, no dividends shall at any time be declared and paid, or declared and set aside for payment, and no other distributions shall at any time be made on or in respect of the Common Stock, or any other shares of the Corporation ranking junior to the Series A Preferred Stock, if the payment or setting aside for payment of such dividend or the making of such distribution would impair the ability of the Corporation to redeem any Series A Preferred Stock pursuant to paragraph 1(f).
        (i)      Replacement.    Upon receipt of evidence reasonably satisfactory to the Corporation of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing shares of Series A Preferred Stock (including fractional shares), and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation, or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on the Series A Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate.
        (j)      Amendment and Waiver.    No amendment, modification or waiver of any provision hereof shall be binding or effective without the prior written consent of the holders of a majority of the Series A Preferred Stock outstanding at the time such action is taken.
        (k)      Notices.    Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be delivered by (i) registered or certified mail, return receipt requested and postage prepaid, (ii) by reputable overnight courier service, charges prepaid, or (iii) via electronic mail or facsimile and shall be deemed to have been given when so mailed or sent (1) to the Corporation, at its principal executive offices and (2) to any stockholder, at such holder's address as it appears in the stock records of the Corporation (unless otherwise indicated by any such holder).
        2.      Preemptive Rights.    No shareholder of the Corporation shall have any pre-emptive or preferential right of subscription to any shares of any class of stock of the Corporation, whether now or hereafter authorized, or to any obligations convertible into shares of the Corporation, issued or sold, nor any right of subscriptions to any shares other than such right, if any, and at such price as the Board of Directors, in its discretion from time to time may determine, pursuant to the authority thereby
12

conferred by the Articles of Incorporation, and the Board of Directors may issue shares of the Corporation or obligations of the Corporation convertible into shares without offering such issue, either in whole or in part, to the shareholders of the Corporation. The Board of Directors may issue stock options to directors, officers, and employees in accordance with applicable law and without first offering such options to shareholders of the Corporation, and no shareholders shall have any pre-emptive right in, or pre-emptive right to subscribe to, any such options or the underlying shares issued pursuant to such options.
        3.     The Corporation may, in its Bylaws or otherwise, impose restrictions on the transfer of its shares."
        5.     In accordance with the provisions of the Colorado Business Corporation Act, these Articles of Amendment shall become effective upon their filing.
        6.     The name and mailing address of the individual who caused this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of this document is refused, is E. Lee Reichert, Esq., c/o Kamlet Shepherd & Reichert, LLP, 1515 Arapahoe Street, Tower 1, Suite 1600, Denver, Colorado 80202.
13

QuickLinks
 ARTICLES OF INCORPORATION OF COORS TRANSITION COMPANY
ARTICLE I NAME
ARTICLE II DURATION
ARTICLE III PURPOSES AND POWERS
ARTICLE IV CAPITAL STOCK
ARTICLE V PREFERENCES, LIMITATIONS AND RIGHTS OF CAPITAL STOCK
ARTICLE VI INITIAL REGISTERED OFFICE AND AGENT
ARTICLE VII DIRECTORS
ARTICLE VIII BYLAWS
ARTICLE IX INCORPORATOR
 ARTICLES OF AMENDMENT to the ARTICLES OF INCORPORATION
STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT, OR BOTH
 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF COORS BREWING COMPANY
 
Exhibit 4.4
BYLAWS
OF
COORS BREWING COMPANY
(A Colorado Corporation)
Amended and Restated as of May 11, 2000

 BYLAWS
OF
COORS BREWING COMPANY
TABLE OF CONTENTS

 	 	 	 	Page

ARTICLE I—Offices	
 	
1	
1.	 	Principal Office	 	1	
2.	 	Registered Office	 	1	
3.	 	Other Offices	 	1	

ARTICLE II—Shareholders' Meetings	
 	
1	
1.	 	Annual Meetings	 	1	
2.	 	Special Meetings	 	1	
3.	 	Place of Special Meetings	 	1	
4.	 	Notice of Meetings	 	1	
5.	 	Waiver of Notice	 	1	
6.	 	Action Without A Meeting	 	2	
7.	 	Quorum	 	2	
8.	 	Adjournment	 	2	
9.	 	Voting	 	2	
10.	 	Organization of Meetings	 	2	
11.	 	Meeting by Telecommunication	 	2	

ARTICLE III—Board of Directors	
 	
3	
1.	 	General Powers	 	3	
2.	 	Number, Tenure and Qualification	 	3	
3.	 	Annual and Regular Meetings	 	3	
4.	 	Special Meetings	 	3	
5.	 	Notice of Special Meetings	 	3	
6.	 	Waiver of Notice	 	3	
7.	 	Action Without a Meeting	 	4	
8.	 	Quorum and Voting	 	4	
9.	 	Organization and Procedure	 	4	
10.	 	Resignation	 	4	
11.	 	Removal	 	4	
12.	 	Vacancies	 	4	
13.	 	Dissenting Directors	 	5	
14.	 	Executive and Other Committees	 	5	
15.	 	Compensation of Directors	 	5	
16.	 	Meeting by Telecommunication	 	5	

ARTICLE IV—Officers	
 	
6	
1.	 	Appointment and Tenure	 	6	
2.	 	Resignation, Removal and Vacancies	 	6	
3.	 	Temporary Delegation of Duties	 	6	
4.	 	Chairman of the Board	 	6	
5.	 	Chief Executive Officer	 	6	
6.	 	President	 	6	
7.	 	Vice Presidents	 	6	
 	 	 	 	 	
ii

 
8.	 	Secretary	 	7	
9.	 	Treasurer	 	7	
10.	 	Assistant Secretaries and Assistant Treasurers	 	7	
11.	 	Bond of Officers	 	7	
12.	 	Compensation	 	7	

ARTICLE V—Directors' Conflicts of Interest	
 	
8	
1.	 	Conflicting Interest Transaction	 	8	
2.	 	Effect of Conflict of Interest	 	8	
3.	 	Notice to Shareholders	 	8	
4.	 	Interested Directors	 	8	

ARTICLE VI—Indemnification	
 	
8	
1.	 	Directors	 	9	
2.	 	Officers and Employees	 	9	
3.	 	Mandatory Indemnification	 	9	
4.	 	Agents and Fiduciaries	 	9	
5.	 	Procedure	 	9	
6.	 	Other Remedies	 	9	
7.	 	Insurance	 	9	
8.	 	Notice to Shareholders	 	10	
9.	 	Selection of Counsel	 	10	

ARTICLE VII—Execution of Instruments; Loans; Checks and Endorsements; Deposits; Proxies	
 	
10	
1.	 	Execution of Instruments	 	10	
2.	 	Borrowing	 	10	
3.	 	Attestation	 	10	
4.	 	Loans to Directors, Officers and Employees	 	11	
5.	 	Checks and Endorsements	 	11	
6.	 	Deposits	 	11	
7.	 	Voting of Securities of Other Entities	 	11	

ARTICLE VIII—Shares of Stock	
 	
11	
1.	 	Certificates of Stock	 	11	
2.	 	Shares Without Certificates	 	11	
3.	 	Transfer of Stock	 	12	
4.	 	Restrictions on Transfer	 	12	
5.	 	Holders of Record	 	12	
6.	 	Shares Held for the Account of a Specified Person or Persons	 	12	
7.	 	Lost, Destroyed and Mutilated Certificates	 	12	

ARTICLE IX—Dividends and Other Distributions	
 	
12	

ARTICLE X—Corporate Records	
 	
12	
1.	 	Permanent Records	 	12	
2.	 	Records at Principal Office	 	13	
3.	 	Addresses of Shareholders	 	13	
4.	 	Record of Shareholders	 	13	
5.	 	Inspection of Corporate Records	 	13	
6.	 	Audits of Books and Accounts	 	13	

ARTICLE XI—Miscellaneous	
 	
13	
1.	 	Corporate Seal	 	13	

iii

 
2.	 	Fiscal Year	 	13	
3.	 	Emergency Bylaws and Actions	 	13	
4.	 	Amendments	 	14	
5.	 	Gender	 	14	
6.	 	Definitions	 	14	
7.	 	Conflicts	 	14	
iv

 ARTICLE I
Offices
        1.     Principal Office.     The principal office of Coors Brewing Company (the "Company") shall be located in or near the City of Golden, Colorado. The Board of Directors, from time to time, may change the principal office of the Company.
        2.     Registered Office.     The registered office of the Company required by the Colorado Business Corporation Act, as it may be amended or superseded (the "Act"), to be maintained in the State of Colorado may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time by the Board of Directors.
        3.     Other Offices.     The Company may have one or more offices at such place or places within or outside the State of Colorado as the Board of Directors may from time to time determine or as the business of the Company may require.
ARTICLE II
Shareholders' Meetings
        1.     Annual Meetings.     The annual meeting of the shareholders shall be held each year during the month of May on such date and at such time and place, either within or outside the State of Colorado, as may be determined by the Board of Directors from time to time. At such meeting, the shareholders shall elect a Board of Directors and shall transact such other business as may be brought properly before the meeting.
        2.     Special Meetings.     Special meetings of shareholders for any purpose or purposes, unless otherwise prescribed by the Act or by the Articles of Incorporation, may be called at any time by the Chairman, by the President (if he is also a member of the Board of Directors) or by the Board of Directors. A special meeting shall be called by the President or the Secretary upon one or more written demands (which shall state the purpose or purposes therefor) signed and dated by the holders of shares representing not less than ten percent of all votes entitled to be cast on any issue proposed to be considered at the meeting.
        3.     Place of Special Meetings.     Special meetings of shareholders shall be held at such place or places, within or outside the State of Colorado, as may be determined by the Board of Directors and designated in the notice of the meeting. If no place is designated in the notice, or if a special meeting is called otherwise than by the Board of Directors, the place of the meeting shall be the principal office of the Company.
        4.     Notice of Meetings.     Not less than 10 nor more than 60 days prior to each annual or special meeting of shareholders, written notice of the date, time and place of each meeting, and in the case of special meetings the purpose or purposes for which the meeting is called, shall be given to each shareholder entitled to vote at such meeting. If the authorized shares of the Company are proposed to be increased, at least 30 days' notice in like manner shall be given. If the Act prescribes notice requirements for particular circumstances (as in the case of the sale, lease or exchange of the Company's assets other than in the usual and regular course of business, or the merger or dissolution of the Company), the provisions of the Act shall govern.
        5.     Waiver of Notice.     A shareholder may waive any notice, whether before or after the date or time stated in the notice as the date or time when any action will occur or has occurred. The waiver shall be in writing, be signed by the shareholder entitled to the notice, and be delivered to the Secretary for inclusion in the minutes or filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.
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        6.     Action Without A Meeting.     
        (a)   Any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting if all of the shareholders entitled to vote thereon consent in writing to the action taken. Such consent shall have the same force and effect as a unanimous vote of the shareholders.
        (b)   No action taken by written consent shall be effective unless the Company has received writings that describe and consent to the action, signed by all the shareholders entitled to vote on such action. Unless otherwise provided by the Act, action by written consent shall be effective as of the date the last writing necessary to effect the action is received by the Secretary, unless all of the writings necessary to effect the action specify a later date as the effective date of the action.
        (c)   Any shareholder who has signed a writing describing and consenting to action taken by written consent may revoke such consent by a writing signed by the shareholder describing the action and stating that the shareholder's prior consent thereto is revoked, if such writing is received by the Company before the effectiveness of the action.
        7.     Quorum.     Shareholders may take action at a meeting only if a quorum of the shares entitled to vote is represented in person or by proxy. Unless otherwise provided in the Act or in the Company's Articles of Incorporation, holders of a majority of the shares entitled to vote constitutes a quorum for action at a shareholders' meeting. If a quorum is not present, the shares present at the meeting shall have the power to adjourn the meeting, until the requisite number of shares shall be present or represented.
        8.     Adjournment.     When a meeting is for any reason adjourned to another date, time or place, notice need not be given of the adjourned meeting if the date, time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted that might have been transacted at the original meeting. If the adjournment is for more than 120 days from the date of the original meeting, a notice of the adjourned meeting shall be given to each shareholder entitled to vote at such meeting.
        9.     Voting.     Each outstanding share having the right to vote is entitled to one vote for the election of each member of the Board of Directors and on other matters submitted to a vote of the shareholders. Except where the Act or the Articles of Incorporation require a different vote, if a quorum exists, action on a matter, other than the election of directors, is approved if the votes cast favoring the action exceed the votes cast opposing the action. In an election of directors, a majority of shares entitled to vote for directors is required in order to elect a director. Shareholders may vote in person or by proxy pursuant to the provisions of the Act.
        10.     Organization of Meetings.     The chairman of the annual or any special meeting of the shareholders shall be the Chairman of the Board or, in his absence, any person designated by the Board of Directors. The Secretary or, in his absence, any person appointed by the chairman of the meeting shall act as secretary of the meeting.
        11.     Meeting by Telecommunication.     A shareholder may participate in an annual or special shareholders' meeting by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting. The Board may establish the terms and conditions under which shareholders may participate by such means and shall cause the notice of the meeting to contain such terms and conditions.
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ARTICLE III
Board of Directors
        1.     General Powers.     The property, affairs and business of the Company shall be managed by a Board of Directors. In addition to the powers expressly conferred upon it by these Bylaws, the Board may exercise all such other powers as are not required by statute, resolution of the Board, the Articles of Incorporation, or by these Bylaws, to be exercised or done by the shareholders.
        2.     Number, Tenure and Qualification.     The number of directors may be increased to fifteen and may be decreased to any number not less than the number of shareholders from time to time, by resolution of the Board of Directors, provided that no such decrease shall have the effect of shortening the term of any incumbent director. The Board of Directors shall be elected at each annual meeting of shareholders and each director shall hold office until the next annual meeting of shareholders, until such director's successor shall be elected and shall qualify, or until such director's earlier death, resignation or removal. Directors must be natural persons at least eighteen years of age but need not be shareholders or residents of the State of Colorado.
        3.     Annual and Regular Meetings.     The Board of Directors shall hold its annual meeting without notice on the same day and at the same place as, but just following, the annual meeting of the shareholders, or at such other date, time and place as may be determined by the Board of Directors. Regular meetings of the Board of Directors shall be held without notice at such dates, times and places as may be determined by the Board of Directors by resolution.
        4.     Special Meetings.     Special meetings of the Board of Directors may be held, with proper notice, upon the call of the Chairman of the Board or by at least one-third of the members of the Board of Directors at such time and place as specified in the notice.
        5.     Notice of Special Meetings.     
        (a)   Notice of the date, time and place of each special meeting of the Board of Directors shall be given to each director at least two days prior to such meeting. The notice of a special meeting of the Board of Directors need not state the purposes of the meeting. Notice to each director of any special meeting may be given in person; by telephone, telegraph, teletype, electronically transmitted facsimile, or other form of wire or wireless communication; or by mail or private carrier.
        (b)   Oral notice to a director of any special meeting is effective when communicated. Written notice to a director of any special meeting is effective at the earliest of: (i) the date received; (ii) five days after it is mailed; or (iii) the date shown on the return receipt if mailed by registered or certified mail, return receipt requested, if the return receipt is signed by or on behalf of the director to whom the notice is addressed.
        6.     Waiver of Notice.     
        (a)   A director may waive any notice of a meeting before or after the time and date of the meeting stated in the notice. The waiver shall be in writing and signed by the director entitled to the notice. Such waiver shall be delivered to the Secretary for filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.
        (b)   A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless:
(i)
At the beginning of the meeting, or promptly upon his later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting; or
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(ii)
If special notice was required of a particular purpose, the director objects to transacting business with respect to the purpose for which such special notice was required and does not thereafter vote for or assent to action taken at the meeting with respect to such purpose.
        7.     Action Without a Meeting.     Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent to such action in writing. Such consent shall be delivered to the Secretary for inclusion in the minutes or for filing with the corporate records. Action is taken by written consent at the time the last director signs a writing describing the action taken, unless, before such time, any director has revoked his consent pursuant to the provisions of the Act. Action taken without a meeting is effective at the time it is taken unless the directors establish a different effective date. Action taken by written consent has the same effect as action taken at a meeting of the Board of Directors, and may be described as such in any document.
        8.     Quorum and Voting.     Except as otherwise provided by the Act or by these Bylaws, a majority of the directors in office at the time of any regular or special meeting of the Board of Directors shall constitute a quorum for the transaction of business at such meeting. The vote of a majority of the directors present at the meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present may, without notice other than announcement at the meeting, adjourn the meeting from time to time until a quorum can be obtained.
        9.     Organization and Procedure.     The Board of Directors shall elect a Chairman of the Board from among its members. If the Board deems it necessary, it may elect a Vice-Chairman of the Board from among its members to perform the duties of the Chairman of the Board in his absence and such other duties as the Board of Directors may assign. The Chairman of the Board or, in his absence, the Vice-Chairman of the Board, or in his absence, any director chosen by a majority of the directors present, shall act as chairperson of the meetings of the Board of Directors. The Secretary, any Assistant Secretary, or any other person appointed by the chairperson shall act as secretary of each meeting of the Board of Directors.
        10.     Resignation.     Any director of the Company may resign at any time by giving written notice to the Board of Directors or the Secretary of the Company at the Company's principal office. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
        11.     Removal.     Any director may be removed, either with or without cause, at any time, at a special meeting of the shareholders called for such purpose, if the number of votes cast in favor of removal exceeds the number of votes cast against removal. A vacancy in the Board of Directors caused by any such removal may be filled by the shareholders at such meeting or, if such shareholders at such meeting shall fail to fill such vacancy, by a majority of the remaining directors at any time before the end of the unexpired term of the director removed.
        12.     Vacancies.     A vacancy occurring in the Board of Directors, other than a vacancy due to an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining members of the Board of Directors even if the remaining directors constitute less than a quorum, or by the affirmative vote of two directors if there are only two directors remaining, or by a sole remaining director, or by the shareholders. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office or by the shareholders. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
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        13.     Dissenting Directors.     A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless:
        (a)   He objects at the beginning of such meeting, or promptly upon his later arrival, to the holding of the meeting or the transacting of business at the meeting;
        (b)   He contemporaneously requests that his dissent or abstention from the action taken be entered in the minutes of such meeting; or
        (c)   He gives written notice of his dissent or abstention to the presiding officer of such meeting before its adjournment or to the Secretary of the Company promptly after adjournment of such meeting.
The right of dissent as to a specific action in a meeting of the Board or a committee is not available to a director who votes in favor of such action.
        14.     Executive and Other Committees.     Except as otherwise required by the Act, the Board of Directors, by the vote of a majority of the number of directors then in office, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in the resolution and except as otherwise prescribed by the Act, shall have and may exercise the authority delegated to them by the Board of Directors by charter, resolution or otherwise. No committee shall:
        (a)   authorize dividends or other distributions;
        (b)   approve or propose to shareholders action that the Act requires to be approved by shareholders;
        (c)   fill vacancies on the Board of Directors or on any of its committees;
        (d)   amend the Articles of Incorporation;
        (e)   adopt, amend, or repeal these Bylaws;
        (f)    approve a plan of merger not requiring shareholder approval;
        (g)   authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors; or
        (h)   authorize or approve the issuance or sale of shares, or a contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that with respect to this clause (h) the Board of Directors may authorize a committee to do so within limits specifically prescribed by the Board of Directors.
The provisions of these Bylaws governing meetings, action without meeting, notice, waiver of notice, and quorum and voting requirements of the Board of Directors shall apply to committees and the members thereof. Each committee established by the Board of Directors shall prepare minutes of its meetings which shall be delivered to the Secretary of the Company for inclusion in the Company's records.
        15.     Compensation of Directors.     The Board of Directors shall determine and fix the compensation, if any, and the reimbursement of expenses which shall be allowed and paid to the directors. Nothing herein contained shall be construed to preclude any director from serving the Company in any other capacity or any of its subsidiaries in any other capacity and receiving proper compensation therefor.
        16.     Meeting by Telecommunication.     One or more members of the Board of Directors may participate in a meeting of the Board of Directors through the use of any means of communication by
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which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.
ARTICLE IV
Officers
        1.     Appointment and Tenure.     The officers of the Company shall consist of a Chairman of the Board (sometimes herein called the "Chairman"), a President, a Secretary and a Treasurer. The Board of Directors may also designate and appoint such other officers and assistant officers as may be deemed necessary. The Board of Directors shall appoint the Company's officers annually or at such other times as the Board shall designate. Such officers at all times shall be subject to the supervision, direction and control of the Board of Directors. The Board of Directors may delegate, by specific resolution, to an officer the power to appoint other specified officers or assistant officers. Each officer appointed shall continue in office until the next annual meeting of the Board of Directors at which officers are appointed, or until such officer's earlier death, resignation or removal. Any two or more offices may be held by the same person. Each officer shall be a natural person who is eighteen years of age or older.
        2.     Resignation, Removal and Vacancies.     Any officer may resign at any time by giving written notice of resignation to the Board of Directors by delivery of such notice to the Secretary. Such resignation shall take effect when the notice is received by the Company unless the notice specifies a later effective date, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The Board of Directors may remove any officer at any time with or without cause. The Board of Directors may also delegate to an officer the power to remove other specified officers or assistant officers. If any office becomes vacant for any reason, the vacancy may be filled by, or as specifically authorized by, the Board of Directors. An officer appointed to fill a vacancy shall serve for the unexpired term of such officer's predecessor, or until such officer's earlier death, resignation or removal.
        3.     Temporary Delegation of Duties.     In case of the absence of any officer, or his disability to perform his duties, or for any other reason deemed sufficient by the Board of Directors, the Board may delegate the powers and duties of such officer to any other officer or to any director temporarily, provided that a majority of the whole Board concur and that no such delegation shall result in giving to the same person conflicting duties.
        4.     Chairman of The Board.     The Chairman of the Board shall preside at meetings of the Board of Directors and of the shareholders at which he is present, and shall perform such other duties as the Board of Directors may from time to time determine.
        5.     Chief Executive Officer.     The Chief Executive Officer (sometimes referred to herein as the "CEO"), if one is elected by the Board of Directors, shall perform all duties customarily delegated to the chief executive officer of a corporation and such other duties as may from time to time be assigned to him by the Board of Directors and these Bylaws.
        6.     President.     If there is no separate Chief Executive Officer, the President shall be the CEO of the Company; otherwise, the President shall be responsible to the CEO for the day-to-day operations of the Company. The President shall have general and active management of the business of the Company; shall see that all orders and resolutions of the Board of Directors are carried into effect; and shall perform all duties as may from time to time be assigned by the Board of Directors or the Chief Executive Officer.
        7.     Vice Presidents.     The Vice Presidents, if any, shall perform such duties and possess such powers as from time to time may be assigned to them by the Board of Directors or the President.
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        8.     Secretary.     The Secretary of the Company (sometimes referred to herein as the "Secretary") shall have the duty and power to:
        (a)   Assure that all notices are given in accordance with the provisions of these Bylaws and as required by law.
        (b)   Prepare and maintain the minutes of the meetings of the shareholders, the Board of Directors and committees thereof, and other records and information required to be kept by the Company pursuant to the Act, including those records set forth in Article X of these Bylaws.
        (c)   Authenticate records of the Company.
        (d)   In general, perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by the Board of Directors or the President.
        9.     Treasurer.     The Treasurer shall have the duty and power to:
        (a)   Have the charge and custody of, and be responsible for, all funds and securities of the Company and deposit all such funds in the name of the Company in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws or as directed by the Board.
        (b)   Maintain books of account and records and exhibit such books of account and records to any of the directors of this Company at any reasonable time.
        (c)   Render a statement of the condition of the finances of the Company as requested by the Board of Directors and, if called upon to do so, make a full financial report at the annual meeting of the shareholders.
        (d)   Receive, and give receipts for, monies due and payable to the Company from any source whatsoever.
        (e)   In general, perform all of the duties incident to the office of Treasurer and such other duties as may, from time to time, be assigned to him by the Board of Directors or the President.
        10.     Assistant Secretaries and Assistant Treasurers.     The Assistant Secretaries and Assistant Treasurers, if any, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors. In the absence or at the request of the Secretary or the Treasurer, the Assistant Secretaries or Assistant Treasurers, respectively, shall perform the duties and exercise the powers of the Secretary or Treasurer, as the case may be.
        11.     Bond of Officers.     The Board of Directors may require any officer or agent to give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for such terms and conditions as the Board of Directors may specify, including without limitation for the faithful performance of such officer's duties and for the restoration to the Company of any property belonging to the Company in such officer's possession or under the control of such officer.
        12.     Compensation.     The salaries and other compensation of the officers shall be fixed or authorized from time to time by the Board of Directors. No officer shall be prevented from receiving such salary or other compensation by reason of the fact that he is also a director of the Company.
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 ARTICLE V
Directors' Conflicts of Interest
        1.     Conflicting Interest Transaction.     The term "conflicting interest transaction" means any of the following:
        (a)   A loan or other assistance by the Company to a director of the Company or to an entity in which a director of the Company is a director or officer or has a financial interest;
        (b)   A guaranty by the Company of an obligation of a director of the Company or of an obligation of an entity in which a director of the Company is a director or officer or has a financial interest; or
        (c)   A contract or transaction between the Company and a director of the Company or between the Company and an entity in which a director of the Company is a director or officer or has a financial interest.
        2.     Effect of Conflict of Interest.     No conflicting interest transaction shall be void or voidable solely because the conflicting interest transaction involves a director of the Company or an entity in which a director of the Company is a director or officer or has a financial interest or solely because the director is present at or participates in the meeting of the Board of Directors which authorizes, approves, or ratifies the conflicting interest transaction or solely because the director's vote is counted for such purpose if:
        (a)   The material facts as to the director's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or
        (b)   The material facts as to the director's relationship or interest and as to the conflicting interest transaction are disclosed, or are known to the shareholders entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by vote of such shareholders; or
        (c)   The conflicting interest transaction is fair as to the Company as of the time it is authorized, approved, or ratified by the Board of Directors, a committee thereof, or the shareholders.
        3.     Notice to Shareholders.     The Board of Directors or a committee thereof shall not authorize a conflicting interest transaction consisting of a loan or guaranty pursuant to paragraph (a) of Section 1 above until at least 10 days after written notice of the proposed authorization of the loan or guaranty has been given to the shareholders who would be entitled to vote thereon if the issue of the loan or guaranty were submitted to a vote of the shareholders.
        4.     Interested Directors.     Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes, approves, or ratifies the contract or transaction.
ARTICLE VI
Indemnification
        1.     Directors.     The Company shall indemnify to the fullest extent allowed by the Act, but subject to all conditions and limitations provided by the Act, any person who serves or who has served at any time as a director of the Company, and any director who, at the request of the Company, serves or at
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any time has served as a director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic corporation or other person or entity or of an employee benefit plan, against any and all liabilities and reasonable expenses incurred in connection with any action, suit, or proceeding to which such director is made a party, and which may be asserted against him in such capacity. A director shall be considered to be serving an employee benefit plan at the Company's request if his duties to the Company also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. The Company shall not indemnify a director with respect to conduct not reasonably related to his services to, or as requested by, the Company or with respect to a personal benefit improperly received by him.
        2.     Officers and Employees.     The Company shall indemnify, to the extent and in the manner described herein, any person who serves or who has served at any time as an officer or employee of the Company, and any officer or employee who, at the request of the Company, serves or at any time has served as a director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic corporation or other person or entity or of an employee benefit plan, against any and all liabilities and reasonable expenses incurred in connection with any action, suit or proceeding which is or may be asserted against the officer or employee for acts within the scope of the officer or employee's duties in such capacity, except for matters in which the person shall be adjudged in any action, suit, or proceeding to be liable for his own gross negligence or willful misconduct in the performance of any duty, and except for any personal benefit improperly received by him.
        3.     Mandatory Indemnification.     The Company shall indemnify a director, officer or employee who was wholly successful, on the merits or otherwise, in the defense of any action, suit or proceeding to which the person was a party because the person is or was a director, officer or employee, against liabilities and reasonable expenses incurred by him in connection with the action, suit or proceeding.
        4.     Agents and Fiduciaries.     The Company may indemnify a person who serves or who has served at any time as an agent or fiduciary of the Company against liabilities and reasonable expenses incurred in connection with any action, suit, or proceeding to which he is made a party, or which may be asserted against him, by reason of serving in such a capacity, in such circumstances and in such amounts as the Board of Directors shall deem appropriate.
        5.     Procedure.     In each instance in which indemnification is claimed or requested under Section 1 of this Article VI, the Board of Directors shall determine, or shall direct any person or body, as permitted by the Act, to determine (a) whether or not indemnification is permissible in the circumstances, and (b) the amount of liability and expenses with respect to which indemnification should be provided. The responsibility for implementing the indemnification of officers and employees pursuant to Section 2 of this Article VI may be assigned to such officers within the Company as the Board of Directors determines. However, the Board retains its authority to review or consider such matters in appropriate circumstances.
        6.     Other Remedies.     Except as limited by the Act, any indemnification provided herein shall be in addition to any other rights to which those indemnified may be entitled by the Act or pursuant to any agreement, vote of shareholders or otherwise, and shall be available to the heirs, personal representatives and successors of the person entitled to such indemnification.
        7.     Insurance.     The Company may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the Company, or who, while a director, officer, employee, fiduciary, or agent of the Company, is or was serving at the request of the Company as a director, officer, partner, trustee, employee, fiduciary, or agent of another domestic or foreign corporation or other person or entity or of an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from his status as a director, officer, employee, fiduciary, or agent, whether or not the Company would have power to indemnify the person against the same liability under the Act. Any such insurance may be procured from any insurance company
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designated by the Board of Directors, whether such insurance company is formed under the laws of this state or any other jurisdiction of the United States or elsewhere, including any insurance company in which the Company has an equity or any other interest through stock ownership or otherwise.
        8.     Notice to Shareholders.     If the Company indemnifies or advances expenses to a director under this Article in connection with a proceeding by or in the right of the Company, the Company shall give written notice of the indemnification or advance to the shareholders with or before the notice of the next shareholders' meeting. If the next shareholder action is taken without a meeting at the instigation of the Board of Directors, such notice shall be given to the shareholders at or before the time the first shareholder signs a writing consenting to such action.
        9.     Selection of Counsel.     Notwithstanding any other provision of the Article, the Company may condition the right to indemnification of a director, officer or employee on its right to select legal counsel representing such director, officer or employee on the terms of this section 9.
        The Company shall have the right to select counsel for any director, officer or employee in any legal action that may give rise to indemnification under this Article VI provided that: (a) the Company consults with the director, officer or employee seeking indemnification with respect to the selection of competent legal counsel; and (b) the Company pays all reasonable fees and costs incurred by the attorney in defending the director, officer or employee (subject to the Company's right to recover such fees and costs if it is determined at the conclusion of the action, suit or proceeding that there is no right of indemnification).
        Notwithstanding any other provision of this Article, the Company shall not be responsible for indemnification of any director, officer or employee who declines to use counsel reasonably selected by the Company as provided in this Section 9. Counsel shall be deemed to be reasonably selected by the Company if such counsel is a competent attorney who can independently represent the director, officer or employee consistent with the applicable ethical standards of the Code of Professional Responsibility.
ARTICLE VII
Execution of Instruments; Loans; Checks and Endorsements; Deposits; Proxies
        1.     Execution of Instruments.     Except as otherwise provided by the Board of Directors, the Chairman, the President, any Vice President, the Treasurer or the Secretary shall have the power to execute and deliver on behalf of and in the name of the Company any instrument requiring the signature of an officer of the Company. Unless authorized to do so by these Bylaws or by the Board of Directors, no assistant officer, agent or employee shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.
        2.     Borrowing.     No loan shall be contracted on behalf of the Company, and no evidence of indebtedness shall be issued, endorsed or accepted in its name, unless authorized by the Board of Directors or a committee designated by the Board of Directors so to act. Such authority may be general or confined to specific instances. When so authorized, an officer may (a) effect loans at any time for the Company from any bank or other entity and for such loans may execute and deliver promissory notes or other evidences of indebtedness of the Company; and (b) mortgage, pledge or otherwise encumber any real or personal property, or any interest therein, owned or held by the Company as security for the payment of any loans or obligations of the Company, and to that end may execute and deliver for the Company such instruments as may be necessary or proper in connection with such transaction.
        3.     Attestation.     All signatures authorized by this Article may be attested, when appropriate or required, by any officer of the Company except the officer who signs on behalf of the Company.
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        4.     Loans to Directors, Officers and Employees.     The Company may lend money to, guarantee the obligations of, and otherwise assist directors, officers and employees of the Company, or directors of another corporation of which the Company owns a majority of the voting stock, only upon compliance with the requirements of the Act.
        5.     Checks and Endorsements.     All checks, drafts or other orders for the payment of money, obligations, notes or other evidences of indebtedness issued in the name of the Company and other such instruments shall be signed or endorsed for the Company by such officers or agents of the Company as shall from time to time be determined by resolution of the Board of Directors, which resolution may provide for the use of facsimile signatures.
        6.     Deposits.     All funds of the Company not otherwise employed shall be deposited from time to time to the Company's credit in such banks or other depositories as shall from time to time be determined by resolution of the Board of Directors, which resolution may specify the officers or agents of the Company who shall have the power, and the manner in which such power shall be exercised, to make such deposits and to endorse, assign and deliver for collection and deposit checks, drafts and other orders for the payment of money payable to the Company or its order.
        7.     Voting of Securities of Other Entities.     Unless otherwise provided by resolution of the Board of Directors, the Chairman, Chief Executive Officer, or the President, or any officer designated in writing by any of them, is authorized to attend in person, or may execute written instruments appointing a proxy or proxies to represent the Company at, all meetings of any corporation, partnership, limited liability company, association, joint venture, or other entity in which the Company holds any securities or other interests and may execute written waivers of notice with respect to any such meetings. At all such meetings, any of the foregoing officers, in person or by proxy as aforesaid and subject to the instructions, if any, of the Board of Directors, may vote the securities or interests so held by the Company, may execute any other instruments with respect to such securities or interests, and may exercise any and all rights and powers incident to the ownership of said securities or interests. Any of the foregoing officers may execute one or more written consents to action taken in lieu of a formal meeting of such corporation, partnership, limited liability company, association, joint venture, or other entity.
ARTICLE VIII
Shares of Stock
        1.     Certificates of Stock.     The issuance or sale of shares of stock by the Company shall be made only upon authorization by the Board of Directors. Stock certificates shall be in a form designated by the Board of Directors which complies with provisions of the Act. They shall be numbered in the order of their issue and shall be signed by the President or the CEO and by the Secretary or the Treasurer. Facsimile signatures may be used if the certificate is countersigned by a transfer agent. A transfer agent may be an independent third party, the Company itself, or an employee of the Company. The validity of any certificate for shares, otherwise valid, shall not be affected in the event that the delivery of such a certificate occurs after an officer or agent whose signature appears therein is no longer an officer or agent. The stock record books and the blank stock certificate books shall be kept by the Secretary or by any other officer or agent designated by the Board of Directors for that purpose. Notice of any restrictions on the transfer of stock shall be printed or typed on each stock certificate issued by the Company.
        2.     Shares Without Certificates.     The Board of Directors may authorize the issuance of shares of the Company without certificates. Such authorization shall not affect shares already represented by certificates until they are surrendered to the Company. Within a reasonable time following the issue or transfer of shares without certificates, the Company shall send the shareholder a complete written statement of the information that would be required on certificates by the Act.
11

        3.     Transfer of Stock.     Subject to any transfer restrictions set forth or referred to on the stock certificate or of which the Company otherwise has notice, shares of the Company shall be transferable on the books of the Company upon presentation to the Company or to the Company's transfer agent of a stock certificate signed by, or accompanied by an executed assignment from, the holder of record thereof, his duly authorized legal representative, or other appropriate person as permitted by the Act. The Company may require that any transfer of shares be accompanied by proper evidence reasonably satisfactory to the Company or to the Company's transfer agent that such endorsement is genuine and effective. Upon presentation of shares for transfer as provided above, the payment of all taxes, if any, therefor, and the satisfaction of any other requirement of law, including inquiry into and discharge of any adverse claims of which the Company has notice, the Company shall issue a new certificate to the person entitled thereto and cancel the old certificate. Every transfer of stock shall be entered on the stock books of the Company to accurately reflect the record ownership of each share. The Board of Directors also may make such additional rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the Company.
        4.     Restrictions on Transfer.     All shares of stock in the Company are transferable and any shareholder may sell, assign, or transfer his shares of stock, provided that no shareholder shall sell his shares in the Company without first offering such shares for sale to the other shareholders of record in accordance with any existing shareholder agreement. Any such agreement shall be kept on file in the principal office of the Company and shall be available for inspection by any shareholder or any person desiring to purchase stock in the Company.
        5.     Holders of Record.     The Company shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as may be allowed by these Bylaws or required by the laws of Colorado.
        6.     Shares Held for the Account of a Specified Person or Persons.     The Board of Directors, in the manner provided by the Act, may adopt a procedure whereby a shareholder of the Company may certify in writing to the Company that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons.
        7.     Lost, Destroyed and Mutilated Certificates.     The holder of any stock of the Company shall notify the Company of any loss, destruction, or mutilation of the certificate therefor and the Secretary shall cause a new certificate or certificates to be issued to him upon the surrender of the mutilated certificate or, in case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction and, in the discretion of the Secretary, the deposit of a bond in such form and amount (not exceeding double the value of the stock represented by such certificate) and with such surety or sureties as the Secretary may require.
ARTICLE IX
Dividends and Other Distributions
        Subject to the provisions of the Act, dividends and other distributions may be declared by the Board of Directors in such form, frequency and amounts as the condition of the affairs of the Company shall render advisable.
ARTICLE X
Corporate Records
        1.     Permanent Records.     The Company shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or the Board
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of Directors without a meeting, a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Company, and a record of all waivers of notices of meetings of shareholders and of the Board of Directors or any committee of the Board of Directors.
        2.     Records at Principal Office.     The Company shall comply with the provisions of the Act regarding maintenance of records and shall keep the following records at its principal office:
        (a)   its Articles of Incorporation;
        (b)   its Bylaws;
        (c)   the minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three years;
        (d)   all written communications within the past three years to shareholders as a group or to the holders of any class or series of shares as a group;
        (e)   a list of the names and business addresses of its current directors and officers;
        (f)    a copy of its most recent corporate report delivered to the Secretary of State pursuant to the Act; and
        (g)   all financial statements prepared for periods ending during the last three years that a shareholder could have requested pursuant to the Act.
        3.     Addresses of Shareholders.     Each shareholder shall furnish to the Secretary of the Company or the Company's transfer agent an address to which notices from the Company, including notices of meetings, may be directed and if any shareholder shall fail so to designate such an address, it shall be sufficient for any such notice to be directed to such shareholder at such shareholder's address last known to the Secretary or transfer agent.
        4.     Record of Shareholders.     The Secretary shall maintain, or shall cause to be maintained, a record of the names and addresses of the Company's shareholders, in a form that permits preparation of a list of shareholders that is arranged by voting group and, within each voting group, by class or series of shares, that is alphabetical within each class or series, and that shows the address of, and the number of shares of each class or series held by, each shareholder.
        5.     Inspection of Corporate Records.     Shareholders shall have those rights to receive by mail or to inspect and copy such Company records, pursuant to such procedures, as provided in the Act.
        6.     Audits of Books and Accounts.     The Company's books and accounts may be audited at such times and by such auditors as shall be specified and designated by resolution of the Board of Directors.
ARTICLE XI
Miscellaneous
        1.     Corporate Seal.     The corporate seal shall be in the form approved by resolution of the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. The impression of the seal may be made and attested by either the Secretary or any Assistant Secretary for the authentication of contracts or other papers requiring the seal.
        2.     Fiscal Year.     The fiscal year of the Company shall be as established by the Board of Directors.
        3.     Emergency Bylaws and Actions.     Subject to repeal or change by action of the shareholders, the Board of Directors may adopt emergency bylaws and exercise other powers in accordance with and pursuant to the provisions of the Act.
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        4.     Amendments.     The Board of Directors may amend, restate, or repeal the Bylaws or adopt new Bylaws by the affirmative vote of the number of directors constituting a majority of the full Board of Directors. The shareholders also may amend, restate, or repeal the Bylaws or adopt new Bylaws. The power of the Board of Directors to amend or repeal the Bylaws or to adopt new Bylaws may be limited by the Articles of Incorporation; by adoption of an amendment to the Articles of Incorporation, or by an amendment to the Bylaws adopted by the shareholders which reserves such authority in whole or in part to said shareholders with respect to a particular Bylaw.
        5.     Gender.     The masculine gender is used in these Bylaws as a matter of convenience only and shall be interpreted to include the feminine gender as the circumstances indicate.
        6.     Definitions.     Terms not otherwise defined in these Bylaws shall have the meanings set forth in the Act.
        7.     Conflicts.     In the event of any irreconcilable conflict between these Bylaws and either the Articles of Incorporation or the Act, the Articles of Incorporation shall control; provided that, if there is any irreconcilable conflict between the Articles of Incorporation and the Act, then the Act shall control.
        The foregoing Bylaws of Coors Brewing Company, consisting of 21 pages, amended and restated as of May 11, 2000, were approved and adopted by the Board of Directors on the 17th day of August 2000.

 	 	/s/ M. Caroline Turner

Secretary	
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Exhibit 4.5
 
 MEMORANDUM OF ASSOCIATION
OF
MOLSON COORS CAPITAL FINANCE ULC
1.
The name of the Company is Molson Coors Capital Finance ULC. 

2.
There are no restrictions on the objects and powers of the Company and the Company shall expressly have the following powers:

(1)
to sell or dispose of its undertaking, or a substantial part thereof;

(2)
to distribute any of its property in specie among its members; and

(3)
to amalgamate with any company or other body of persons.

3.
The liability of the members is unlimited.

        I, the undersigned, whose name, address and occupation are subscribed, am desirous of being formed into a company in pursuance of this Memorandum of Association, and I agree to take the number and kind of shares in the capital stock of the Company written below my name.

 	 	 /s/ Charles S. Reagh

Name of Subscriber: Charles S. Reagh
800-1959 Upper Water Street, Halifax, NS B3J 2X2 
Occupation: Solicitor 
Number of shares subscribed: One common share	 	 	
TOTAL SHARES TAKEN: one common share
Dated this 29th day of December, 2004.

Witness to above signature:	 	/s/   AMY SMITH       

Name of Witness: Amy Smith
800-1959 Upper Water Street, Halifax, NS B3J 2X2 
Occupation: Legal Assistant	
[SEAL]

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 MEMORANDUM OF ASSOCIATION OF MOLSON COORS CAPITAL FINANCE ULC
 
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Exhibit 4.6
 
 ARTICLES OF ASSOCIATION
OF
MOLSON COORS CAPITAL FINANCE ULC

INTERPRETATION
1.
In these Articles, unless there be something in the subject or context inconsistent therewith:

(1)
"Act" means the Companies Act (Nova Scotia);

(2)
"Articles" means these Articles of Association of the Company and all amendments hereto;

(3)
"Company" means the company named above;

(4)
"director" means a director of the Company;

(5)
"Memorandum" means the Memorandum of Association of the Company and all amendments thereto;

(6)
"month" means calendar month;

(7)
"Office" means the registered office of the Company;

(8)
"person" includes a body corporate;

(9)
"proxyholder" includes an alternate proxyholder;

(10)
"Register" means the register of members kept pursuant to the Act, and where the context permits includes a branch register of members;

(11)
"Registrar" means the Registrar as defined in the Act;

(12)
"Secretary" includes any person appointed to perform the duties of the Secretary temporarily;

(13)
"shareholder" means member as that term is used in the Act in connection with an unlimited company having share capital and as that term is used in the Memorandum;

(14)
"special resolution" has the meaning assigned by the Act;

(15)
"in writing" and "written" includes printing, lithography and other modes of representing or reproducing words in visible form;

(16)
words importing number or gender include all numbers and genders unless the context otherwise requires.

2.
The regulations in Table A in the First Schedule to the Act shall not apply to the Company.

3.
The directors may enter into and carry into effect or adopt and carry into effect any agreement made by the promoters of the Company on behalf of the Company and may agree to any modification in the terms of any such agreement, either before or after its execution.

4.
The directors may, out of the funds of the Company, pay all expenses incurred for the incorporation and organization of the Company.

5.
The Company may commence business on the day following incorporation or so soon thereafter as the directors think fit, notwithstanding that part only of the shares has been allotted.
 
 SHARES
6.
The capital of the company shall consist of 2,000,000,000 common shares without nominal or par value, with the power to divide the shares in the capital for the time being into classes or series and to attach thereto respectively any preferred, deferred or qualified rights, privileges or

conditions, including restrictions on voting rights and including redemption, purchase and other acquisition of such shares, subject, however, to the provisions of the Act.
7.
The directors shall control the shares and, subject to the provisions of these Articles, may allot or otherwise dispose of them to such person at such times, on such terms and conditions and, if the shares have a par value, either at a premium or at par, as they think fit.

8.
The directors may pay on behalf of the Company a reasonable commission to any person in consideration of subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company. Subject to the Act, the commission may be paid or satisfied in shares of the Company.

9.
On the issue of shares the Company may arrange among the holders thereof differences in the calls to be paid and in the times for their payment.

10.
If the whole or part of the allotment price of any shares is, by the conditions of their allotment, payable in instalments, every such instalment shall, when due, be payable to the Company by the person who is at such time the registered holder of the shares.

11.
Shares may be registered in the names of joint holders not exceeding three in number.

12.
Joint holders of a share shall be jointly and severally liable for the payment of all instalments and calls due in respect of such share. On the death of one or more joint holders of shares the survivor or survivors of them shall alone be recognized by the Company as the registered holder or holders of the shares.

13.
Save as herein otherwise provided, the Company may treat the registered holder of any share as the absolute owner thereof and accordingly shall not, except as ordered by a court of competent jurisdiction or required by statute, be bound to recognize any equitable or other claim to or interest in such share on the part of any other person.
 
 CERTIFICATES
14.
Certificates of title to shares shall comply with the Act and may otherwise be in such form as the directors may from time to time determine. Unless the directors otherwise determine, every certificate of title to shares shall be signed manually by at least one of the Chairman, President, Secretary, Treasurer, a vice-president, an assistant secretary, any other officer of the Company or any director of the Company or by or on behalf of a share registrar transfer agent or branch transfer agent appointed by the Company or by any other person whom the directors may designate. When signatures of more than one person appear on a certificate all but one may be printed or otherwise mechanically reproduced. All such certificates when signed as provided in this Article shall be valid and binding upon the Company. If a certificate contains a printed or mechanically reproduced signature of a person, the Company may issue the certificate, notwithstanding that the person has ceased to be a director or an officer of the Company and the certificate is as valid as if such person were a director or an officer at the date of its issue.

15.
Except as the directors may determine, each shareholder's shares may be evidenced by any number of certificates so long as the aggregate of the shares stipulated in such certificates equals the aggregate registered in the name of the shareholder.

16.
Where shares are registered in the names of two or more persons, the Company shall not be bound to issue more than one certificate or set of certificates, and such certificate or set of certificates shall be delivered to the person first named on the Register.
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17.
Any certificate that has become worn, damaged or defaced may, upon its surrender to the directors, be cancelled and replaced by a new certificate. Any certificate that has become lost or destroyed may be replaced by a new certificate upon proof of such loss or destruction to the satisfaction of the directors and the furnishing to the Company of such undertakings of indemnity as the directors deem adequate.

18.
The sum of one dollar or such other sum as the directors from time to time determine shall be paid to the Company for every certificate other than the first certificate issued to any holder in respect of any share or shares.

19.
The directors may cause one or more branch Registers of shareholders to be kept in any place or places, whether inside or outside of Nova Scotia.
 
 CALLS
20.
The directors may make such calls upon the shareholders in respect of all amounts unpaid on the shares held by them respectively and not made payable at fixed times by the conditions on which such shares were allotted, and each shareholder shall pay the amount of every call so made to the person and at the times and places appointed by the directors. A call may be made payable by instalments.

21.
A call shall be deemed to have been made at the time when the resolution of the directors authorizing such call was passed.

22.
At least 14 days' notice of any call shall be given, and such notice shall specify the time and place at which and the person to whom such call shall be paid.

23.
If the sum payable in respect of any call or instalment is not paid on or before the day appointed for the payment thereof, the holder for the time being of the share in respect of which the call has been made or the instalment is due shall pay interest on such call or instalment at the rate of 9% per year or such other rate of interest as the directors may determine from the day appointed for the payment thereof up to the time of actual payment.

24.
At the trial or hearing of any action for the recovery of any amount due for any call, it shall be sufficient to prove that the name of the shareholder sued is entered on the Register as the holder or one of the holders of the share or shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book and that such notice of such call was duly given to the shareholder sued in pursuance of these Articles. It shall not be necessary to prove the appointment of the directors who made such call or any other matters whatsoever and the proof of the matters stipulated shall be conclusive evidence of the debt.
 
 FORFEITURE OF SHARES
25.
If any shareholder fails to pay any call or instalment on or before the day appointed for payment, the directors may at any time thereafter while the call or instalment remains unpaid serve a notice on such shareholder requiring payment thereof together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

26.
The notice shall name a day (not being less than 14 days after the date of the notice) and a place or places on and at which such call or instalment and such interest and expenses are to be paid. The notice shall also state that, in the event of non-payment on or before the day and at the place or one of the places so named, the shares in respect of which the call was made or instalment is payable will be liable to be forfeited.

27.
If the requirements of any such notice are not complied with, any shares in respect of which such notice has been given may at any time thereafter, before payment of all calls or instalments,
3

interest and expenses due in respect thereof, be forfeited by a resolution of the directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.
28.
When any share has been so forfeited, notice of the resolution shall be given to the shareholder in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture shall be made in the Register.

29.
Any share so forfeited shall be deemed the property of the Company and the directors may sell, re-allot or otherwise dispose of it in such manner as they think fit.

30.
The directors may at any time before any share so forfeited has been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as they think fit.

31.
Any shareholder whose shares have been forfeited shall nevertheless be liable to pay and shall forthwith pay to the Company all calls, instalments, interest and expenses owing upon or in respect of such shares at the time of the forfeiture together with interest thereon at the rate of 9% per year or such other rate of interest as the directors may determine from the time of forfeiture until payment. The directors may enforce such payment if they think fit, but are under no obligation to do so.

32.
A certificate signed by the Secretary stating that a share has been duly forfeited on a specified date in pursuance of these Articles and the time when it was forfeited shall be conclusive evidence of the facts therein stated as against any person who would have been entitled to the share but for such forfeiture.
 
 LIEN ON SHARES
33.
The Company shall have a first and paramount lien upon all shares (other than fully paid-up shares) registered in the name of a shareholder (whether solely or jointly with others) and upon the proceeds from the sale thereof for debts, liabilities and other engagements of the shareholder, solely or jointly with any other person, to or with the Company, whether or not the period for the payment, fulfilment or discharge thereof has actually arrived, and such lien shall extend to all dividends declared in respect of such shares. Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of any lien of the Company on such shares.

34.
For the purpose of enforcing such lien the directors may sell the shares subject to it in such manner as they think fit, but no sale shall be made until the period for the payment, fulfilment or discharge of such debts, liabilities or other engagements has arrived, and until notice in writing of the intention to sell has been given to such shareholder or the shareholder's executors or administrators and default has been made by them in such payment, fulfilment or discharge for seven days after such notice.

35.
The net proceeds of any such sale after the payment of all costs shall be applied in or towards the satisfaction of such debts, liabilities or engagements and the residue, if any, paid to such shareholder.
 
 VALIDITY OF SALES
36.
Upon any sale after forfeiture or to enforce a lien in purported exercise of the powers given by these Articles the directors may cause the purchaser's name to be entered in the Register in respect of the shares sold, and the purchaser shall not be bound to see to the regularity of the proceedings or to the application of the purchase money, and after the purchaser's name has been entered in the Register in respect of such shares the validity of the sale shall not be impeached by
4

any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.
 
 TRANSFER OF SHARES
37.
The instrument of transfer of any share in the Company shall be signed by the transferor. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect thereof and shall be entitled to receive any dividend declared thereon before the registration of the transfer.

38.
The instrument of transfer of any share shall be in writing in the following form or to the following effect:
For value received,            hereby sell, assign, and transfer unto            ,             shares in the capital of the Company represented by the within certificate, and do hereby irrevocably constitute and appoint            attorney to transfer such shares on the books of the Company with full power of substitution in the premises.
Dated the    day of                        ,             
Witness:
39.
The directors may, without assigning any reason therefor, decline to register any transfer of shares

(1)
not fully paid-up or upon which the Company has a lien, or

(2)
the transfer of which is restricted by any agreement to which the Company is a party.

40.
Every instrument of transfer shall be left for registration at the Office of the Company, or at any office of its transfer agent where a Register is maintained, together with the certificate of the shares to be transferred and such other evidence as the Company may require to prove title to or the right to transfer the shares.

41.
The directors may require that a fee determined by them be paid before or after registration of any transfer.

42.
Every instrument of transfer shall, after its registration, remain in the custody of the Company. Any instrument of transfer that the directors decline to register shall, except in case of fraud, be returned to the person who deposited it.
 
 TRANSMISSION OF SHARES
43.
The executors or administrators of a deceased shareholder (not being one of several joint holders) shall be the only persons recognized by the Company as having any title to the shares registered in the name of such shareholder. When a share is registered in the names of two or more joint holders, the survivor or survivors or the executors or administrators of the deceased shareholder, shall be the only persons recognized by the Company as having any title to, or interest in, such share.

44.
Notwithstanding anything in these Articles, if the Company has only one shareholder (not being one of several joint holders) and that shareholder dies, the executors or administrators of the deceased shareholder shall be entitled to register themselves in the Register as the holders of the shares registered in the name of the deceased shareholder whereupon they shall have all the rights given by these Articles and by law to shareholders.

45.
Any person entitled to shares upon the death or bankruptcy of any shareholder or in any way other than by allotment or transfer, upon producing such evidence of entitlement as the directors require, may be registered as a shareholder in respect of such shares, or may, without being
5

registered, transfer such shares subject to the provisions of these Articles respecting the transfer of shares. The directors shall have the same right to refuse registration as if the transferee were named in an ordinary transfer presented for registration.
 
 SURRENDER OF SHARES
46.
The directors may accept the surrender of any share by way of compromise of any question as to the holder being properly registered in respect thereof. Any share so surrendered may be disposed of in the same manner as a forfeited share.
 
 INCREASE AND REDUCTION OF CAPITAL
47.
Subject to the Act, the shareholders may by special resolution amend these Articles to increase or alter the share capital of the Company as they think expedient. Without prejudice to any special rights previously conferred on the holders of existing shares, any share may be issued with such preferred, deferred or other special rights, or with such restrictions, whether in regard to dividends, voting, return of share capital or otherwise, as the shareholders may from time to time determine by special resolution. Except as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be considered part of the original capital and shall be subject to the provisions herein contained with reference to payment of calls and instalments, transfer and transmission, forfeiture, lien and otherwise.

48.
The Company may, by special resolution where required, reduce its share capital in any way and with and subject to any incident authorized and consent required by law. Subject to the Act and any provisions attached to such shares, the Company may redeem, purchase or acquire any of its shares and the directors may determine the manner and the terms for redeeming, purchasing or acquiring such shares and may provide a sinking fund on such terms as they think fit for the redemption, purchase or acquisition of shares of any class or series.
 
 MEETINGS AND VOTING BY CLASS OR SERIES
49.
Where the holders of shares of a class or series have, under the Act, the terms or conditions attaching to such shares or otherwise, the right to vote separately as a class in respect of any matter then, except as provided in the Act, these Articles or such terms or conditions, all the provisions in these Articles concerning general meetings (including, without limitation, provisions respecting notice, quorum and procedure) shall, mutatis mutandis , apply to every meeting of holders of such class or series of shares convened for the purpose of such vote.

50.
Unless the rights, privileges, terms or conditions attached to a class or series of shares provide otherwise, such class or series of shares shall not have the right to vote separately as a class or series upon an amendment to the Memorandum or Articles to:

(1)
increase or decrease any maximum number of authorized shares of such class or series, or increase any maximum number of authorized shares of a class or series having rights or privileges equal or superior to the shares of such class or series;

(2)
effect an exchange, reclassification or cancellation of all or part of the shares of such class or series; or

(3)
create a new class or series of shares equal or superior to the shares of such class or series.
 
 BORROWING POWERS
51.
The directors on behalf of the Company may:

(1)
raise or borrow money for the purposes of the Company or any of them;
6

(2)
secure, subject to the sanction of a special resolution where required by the Act, the repayment of funds so raised or borrowed in such manner and upon such terms and conditions in all respects as they think fit, and in particular by the execution and delivery of mortgages of the Company's real or personal property, or by the issue of bonds, debentures or other securities of the Company secured by mortgage or other charge upon all or any part of the property of the Company, both present and future including its uncalled capital for the time being;

(3)
sign or endorse bills, notes, acceptances, cheques, contracts, and other evidence of or securities for funds borrowed or to be borrowed for the purposes aforesaid;

(4)
pledge debentures as security for loans;

(5)
guarantee obligations of any person.
7

52.
Bonds, debentures and other securities may be made assignable, free from any equities between the Company and the person to whom such securities were issued.

53.
Any bonds, debentures and other securities may be issued at a discount, premium or otherwise and with special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of directors and other matters.
 
 GENERAL MEETINGS
54.
Ordinary general meetings of the Company shall be held at least once in every calendar year at such time and place as may be determined by the directors and not later than 15 months after the preceding ordinary general meeting. All other meetings of the Company shall be called special general meetings. Ordinary or special general meetings may be held either within or without the Province of Nova Scotia.

55.
The President, a vice-president or the directors may at any time convene a special general meeting, and the directors, upon the requisition of shareholders in accordance with the Act shall forthwith proceed to convene such meeting or meetings to be held at such time and place or times and places as the directors determine.

56.
The requisition shall state the objects of the meeting requested, be signed by the requisitionists and deposited at the Office of the Company. It may consist of several documents in like form each signed by one or more of the requisitionists.

57.
At least seven clear days' notice, or such longer period of notice as may be required by the Act, of every general meeting, specifying the place, day and hour of the meeting and, when special business is to be considered, the general nature of such business, shall be given to the shareholders entitled to be present at such meeting by notice given as permitted by these Articles. With the consent in writing of all the shareholders entitled to vote at such meeting, a meeting may be convened by a shorter notice and in any manner they think fit, or notice of the time, place and purpose of the meeting may be waived by all of the shareholders.

58.
When it is proposed to pass a special resolution, the two meetings may be convened by the same notice, and it shall be no objection to such notice that it only convenes the second meeting contingently upon the resolution being passed by the requisite majority at the first meeting.

59.
The accidental omission to give notice to a shareholder, or non-receipt of notice by a shareholder, shall not invalidate any resolution passed at any general meeting.
 
 RECORD DATES
60.
(1)    The directors may fix in advance a date as the record date for the determination of shareholders

(a)
entitled to receive payment of a dividend or entitled to receive any distribution;

(b)
entitled to receive notice of a meeting; or

(c)
for any other purpose.

(2)
If no record date is fixed, the record date for the determination of shareholders

(a)
entitled to receive notice of a meeting shall be the day immediately preceding the day on which the notice is given, or, if no notice is given, the day on which the meeting is held; and

(b)
for any other purpose shall be the day on which the directors pass the resolution relating to the particular purpose.
8

 
 PROCEEDINGS AT GENERAL MEETINGS
61.
The business of an ordinary general meeting shall be to receive and consider the financial statements of the Company and the report of the directors and the report, if any, of the auditors, to elect directors in the place of those retiring and to transact any other business which under these Articles ought to be transacted at an ordinary general meeting.

62.
No business shall be transacted at any general meeting unless the requisite quorum is present at the commencement of the business. A corporate shareholder of the Company that has a duly authorized agent or representative present at any such meeting shall for the purpose of this Article be deemed to be personally present at such meeting.

63.
One person, being a shareholder, proxyholder or representative of a corporate shareholder, present and entitled to vote shall constitute a quorum for a general meeting, and may hold a meeting.

64.
The Chairman shall be entitled to take the chair at every general meeting or, if there be no Chairman, or if the Chairman is not present within fifteen 15 minutes after the time appointed for holding the meeting, the President or, failing the President, a vice-president shall be entitled to take the chair. If the Chairman, the President or a vice-president is not present within 15 minutes after the time appointed for holding the meeting or if all such persons present decline to take the chair, the shareholders present entitled to vote at the meeting shall choose another director as chairman and if no director is present or if all the directors present decline to take the chair, then such shareholders shall choose one of their number to be chairman.

65.
If within half an hour from the time appointed for a general meeting a quorum is not present, the meeting, if it was convened pursuant to a requisition of shareholders, shall be dissolved; if it was convened in any other way, it shall stand adjourned to the same day, in the next week, at the same time and place. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the shareholders present shall be a quorum and may hold the meeting.

66.
Subject to the Act, at any general meeting a resolution put to the meeting shall be decided by a show of hands unless, either before or on the declaration of the result of the show of hands, a poll is demanded by the chairman, a shareholder or a proxyholder; and unless a poll is so demanded, a declaration by the chairman that the resolution has been carried, carried by a particular majority, lost or not carried by a particular majority and an entry to that effect in the Company's book of proceedings shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

67.
When a poll is demanded, it shall be taken in such manner and at such time and place as the chairman directs, and either at once or after an interval or adjournment or otherwise. The result of the poll shall be the resolution of the meeting at which the poll was demanded. The demand of a poll may be withdrawn. When any dispute occurs over the admission or rejection of a vote, it shall be resolved by the chairman and such determination made in good faith shall be final and conclusive.

68.
The chairman shall not have a casting vote in addition to any vote or votes that the chairman has as a shareholder.

69.
The chairman of a general meeting may with the consent of the meeting adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting that was adjourned.

70.
Any poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith without adjournment.
9

71.
The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.
 
 VOTES OF SHAREHOLDERS
72.
Subject to the Act and to any provisions attached to any class or series of shares concerning or restricting voting rights:

(1)
on a show of hands every shareholder entitled to vote present in person, every duly authorized representative of a corporate shareholder, and, if not prevented from voting by the Act, every proxyholder, shall have one vote; and

(2)
on a poll every shareholder present in person, every duly authorized representative of a corporate shareholder, and every proxyholder, shall have one vote for every share held;
whether or not such representative or proxyholder is a shareholder.
73.
Any person entitled to transfer shares upon the death or bankruptcy of any shareholder or in any way other than by allotment or transfer may vote at any general meeting in respect thereof in the same manner as if such person were the registered holder of such shares so long as the directors are satisfied at least 48 hours before the time of holding the meeting of such person's right to transfer such shares.

74.
Where there are joint registered holders of any share, any of such holders may vote such share at any meeting, either personally or by proxy, as if solely entitled to it. If more than one joint holder is present at any meeting, personally or by proxy, the one whose name stands first on the Register in respect of such share shall alone be entitled to vote it. Several executors or administrators of a deceased shareholder in whose name any share stands shall for the purpose of this Article be deemed joint holders thereof.

75.
Votes may be cast either personally or by proxy or, in the case of a corporate shareholder by a representative duly authorized under the Act.

76.
A proxy shall be in writing and executed in the manner provided in the Act. A proxy or other authority of a corporate shareholder does not require its seal.

77.
A shareholder of unsound mind in respect of whom an order has been made by any court of competent jurisdiction may vote by guardian or other person in the nature of a guardian appointed by that court, and any such guardian or other person may vote by proxy.

78.
A proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Office of the Company or at such other place as the directors may direct. The directors may, by resolution, fix a time not exceeding 48 hours excluding Saturdays and holidays preceding any meeting or adjourned meeting before which time proxies to be used at that meeting must be deposited with the Company at its Office or with an agent of the Company. Notice of the requirement for depositing proxies shall be given in the notice calling the meeting. The chairman of the meeting shall determine all questions as to validity of proxies and other instruments of authority.

79.
A vote given in accordance with the terms of a proxy shall be valid notwithstanding the previous death of the principal, the revocation of the proxy, or the transfer of the share in respect of which the vote is given, provided no intimation in writing of the death, revocation or transfer is received at the Office of the Company before the meeting or by the chairman of the meeting before the vote is given.
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80.
Every form of proxy shall comply with the Act and its regulations and subject thereto may be in the following form:
I,                         of                         being a shareholder of                        hereby appoint
                        of                         (or failing him/her                        of                         ) as my proxyholder to attend and to vote for me and on my behalf at the ordinary/special general meeting of the Company, to be held on the    day of                        and at any adjournment thereof, or at any meeting of the Company which may be held prior to [insert specified date or event].
[If the proxy is solicited by or behalf of the management of the Company, insert a statement to that effect.]
Dated this    day of                        .
                                                 
            Shareholder
81.
Subject to the Act, no shareholder shall be entitled to be present or to vote on any question, either personally or by proxy, at any general meeting or be reckoned in a quorum while any call is due and payable to the Company in respect of any of the shares of such shareholder.

82.
Any resolution passed by the directors, notice of which has been given to the shareholders in the manner in which notices are hereinafter directed to be given and which is, within one month after it has been passed, ratified and confirmed in writing by shareholders entitled on a poll to three-fifths of the votes, shall be as valid and effectual as a resolution of a general meeting. This Article shall not apply to a resolution for winding up the Company or to a resolution dealing with any matter that by statute or these Articles ought to be dealt with by a special resolution or other method prescribed by statute.

83.
A resolution, including a special resolution, in writing and signed by every shareholder who would be entitled to vote on the resolution at a meeting is as valid as if it were passed by such shareholders at a meeting and satisfies all of the requirements of the Act respecting meetings of shareholders.
 
 DIRECTORS
84.
Unless otherwise determined by resolution of shareholders, the number of directors shall not be less than one or more than ten.

85.
Notwithstanding anything herein contained the subscribers to the Memorandum shall be the first directors of the Company.

86.
The directors may be paid out of the funds of the Company as remuneration for their service such sums, if any, as the Company may by resolution of its shareholders determine, and such remuneration shall be divided among them in such proportions and manner as the directors determine. The directors may also be paid their reasonable travelling, hotel and other expenses incurred in attending meetings of directors and otherwise in the execution of their duties as directors.

87.
The continuing directors may act notwithstanding any vacancy in their body, but if their number falls below the minimum permitted, the directors shall not, except in emergencies or for the purpose of filling vacancies, act so long as their number is below the minimum.

88.
A director may, in conjunction with the office of director, and on such terms as to remuneration and otherwise as the directors arrange or determine, hold any other office or place of profit under
11

the Company or under any company in which the Company is a shareholder or is otherwise interested.
89.
The office of a director shall ipso facto be vacated, if the director:

(1)
becomes bankrupt or makes an assignment for the benefit of creditors;

(2)
is, or is found by a court of competent jurisdiction to be, of unsound mind;

(3)
by notice in writing to the Company, resigns the office of director; or

(4)
is removed in the manner provided by these Articles.

90.
No director shall be disqualified by holding the office of director from contracting with the Company, either as vendor, purchaser, or otherwise, nor shall any such contract, or any contract or arrangement entered into or proposed to be entered into by or on behalf of the Company in which any director is in any way interested, either directly or indirectly, be avoided, nor shall any director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or arrangement by reason only of such director holding that office or of the fiduciary relations thereby established, provided the director makes a declaration or gives a general notice in accordance with the Act. No director shall, as a director, vote in respect of any contract or arrangement in which the director is so interested, and if the director does so vote, such vote shall not be counted. This prohibition may at any time or times be suspended or relaxed to any extent by a resolution of the shareholders and shall not apply to any contract by or on behalf of the Company to give to the directors or any of them any security for advances or by way of indemnity.
 
 ELECTION OF DIRECTORS
91.
At the dissolution of every ordinary general meeting at which their successors are elected, all the directors shall retire from office and be succeeded by the directors elected at such meeting. Retiring directors shall be eligible for re-election.

92.
If at any ordinary general meeting at which an election of directors ought to take place no such election takes place, or if no ordinary general meeting is held in any year or period of years, the retiring directors shall continue in office until their successors are elected.

93.
The Company may by resolution of its shareholders elect any number of directors permitted by these Articles and may determine or alter their qualification.

94.
The Company may, by special resolution or in any other manner permitted by statute, remove any director before the expiration of such director's period of office and may, if desired, appoint a replacement to hold office during such time only as the director so removed would have held office.

95.
The directors may appoint any other person as a director so long as the total number of directors does not at any time exceed the maximum number permitted. No such appointment, except to fill a casual vacancy, shall be effective unless two-thirds of the directors concur in it. Any casual vacancy occurring among the directors may be filled by the directors, but any person so chosen shall retain office only so long as the vacating director would have retained it if the vacating director had continued as director.
 
 MANAGING DIRECTOR
96.
The directors may appoint one or more of their body to be managing directors of the Company, either for a fixed term or otherwise, and may remove or dismiss them from office and appoint replacements.
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97.
Subject to the provisions of any contract between a managing director and the Company, a managing director shall be subject to the same provisions as to resignation and removal as the other directors of the Company. A managing director who for any reason ceases to hold the office of director shall ipso facto immediately cease to be a managing director.

98.
The remuneration of a managing director shall from time to time be fixed by the directors and may be by way of any or all of salary, commission and participation in profits.

99.
The directors may from time to time entrust to and confer upon a managing director such of the powers exercisable under these Articles by the directors as they think fit, and may confer such powers for such time, and to be exercised for such objects and purposes and upon such terms and conditions, and with such restrictions as they think expedient; and they may confer such powers either collaterally with, or to the exclusion of, and in substitution for, all or any of the powers of the directors in that behalf; and may from time to time revoke, withdraw, alter or vary all or any of such powers.
 
 CHAIRMAN OF THE BOARD
100.
The directors may elect one of their number to be Chairman and may determine the period during which the Chairman is to hold office. The Chairman shall perform such duties and receive such special remuneration as the directors may provide.
 
 PRESIDENT AND VICE-PRESIDENTS
101.
The directors shall elect the President of the Company, who need not be a director, and may determine the period for which the President is to hold office. The President shall have general supervision of the business of the Company and shall perform such duties as may be assigned from time to time by the directors.

102.
The directors may also elect vice-presidents, who need not be directors, and may determine the periods for which they are to hold office. A vice-president shall, at the request of the President or the directors and subject to the directions of the directors, perform the duties of the President during the absence, illness or incapacity of the President, and shall also perform such duties as may be assigned by the President or the directors.
 
 SECRETARY AND TREASURER
103.
The directors shall appoint a Secretary of the Company to keep minutes of shareholders' and directors' meetings and perform such other duties as may be assigned by the directors. The directors may also appoint a temporary substitute for the Secretary who shall, for the purposes of these Articles, be deemed to be the Secretary.

104.
The directors may appoint a treasurer of the Company to carry out such duties as the directors may assign.
 
 OFFICERS
105.
The directors may elect or appoint such other officers of the Company, having such powers and duties, as they think fit.

106.
If the directors so decide the same person may hold more than one of the offices provided for in these Articles.
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 PROCEEDINGS OF DIRECTORS
107.
The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings, as they think fit, and may determine the quorum necessary for the transaction of business. Until otherwise determined, one director shall constitute a quorum and may hold a meeting.

108.
If all directors of the Company entitled to attend a meeting either generally or specifically consent, a director may participate in a meeting of directors or of a committee of directors by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at that meeting for purposes of these Articles.

109.
Meetings of directors may be held either within or without the Province of Nova Scotia and the directors may from time to time make arrangements relating to the time and place of holding directors' meetings, the notices to be given for such meetings and what meetings may be held without notice. Unless otherwise provided by such arrangements:

(1)
A meeting of directors may be held at the close of every ordinary general meeting of the Company without notice.

(2)
Notice of every other directors' meeting may be given as permitted by these Articles to each director at least 48 hours before the time fixed for the meeting.

(3)
A meeting of directors may be held without formal notice if all the directors are present or if those absent have signified their assent to such meeting or their consent to the business transacted at such meeting.

110.
The President or any director may at any time, and the Secretary, upon the request of the President or any director, shall summon a meeting of the directors to be held at the Office of the Company. The President, the Chairman or a majority of the directors may at any time, and the Secretary, upon the request of the President, the Chairman or a majority of the directors shall, summon a meeting to be held elsewhere.

111.
(1)    Questions arising at any meeting of directors shall be decided by a majority of votes. The chairman of the meeting may vote as a director but shall not have a second or casting vote.

(2)
At any meeting of directors the chairman shall receive and count the vote of any director not present in person at such meeting on any question or matter arising at such meeting whenever such absent director has indicated by telegram, letter or other writing lodged with the chairman of such meeting the manner in which the absent director desires to vote on such question or matter and such question or matter has been specifically mentioned in the notice calling the meeting as a question or matter to be discussed or decided thereat. In respect of any such question or matter so mentioned in such notice any director may give to any other director a proxy authorizing such other director to vote for such first named director at such meeting, and the chairman of such meeting, after such proxy has been so lodged, shall receive and count any vote given in pursuance thereof notwithstanding the absence of the director giving such proxy.

112.
If no Chairman is elected, or if at any meeting of directors the Chairman is not present within five minutes after the time appointed for holding the meeting, or declines to take the chair, the President, if a director, shall preside. If the President is not a director, is not present at such time or declines to take the chair, a vice-president who is also a director shall preside. If no person described above is present at such time and willing to take the chair, the directors present shall choose some one of their number to be chairman of the meeting.
14

113.
A meeting of the directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions for the time being vested in or exercisable by the directors generally.

114.
The directors may delegate any of their powers to committees consisting of such number of directors as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the directors.

115.
The meetings and proceedings of any committee of directors shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the directors insofar as they are applicable and are not superseded by any regulations made by the directors.
15

116.
All acts done at any meeting of the directors or of a committee of directors or by any person acting as a director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of the director or person so acting, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.

117.
A resolution in writing and signed by every director who would be entitled to vote on the resolution at a meeting is as valid as if it were passed by such directors at a meeting.

118.
If any one or more of the directors is called upon to perform extra services or to make any special exertions in going or residing abroad or otherwise for any of the purposes of the Company or the business thereof, the Company may remunerate the director or directors so doing, either by a fixed sum or by a percentage of profits or otherwise. Such remuneration shall be determined by the directors and may be either in addition to or in substitution for remuneration otherwise authorized by these Articles.
REGISTERS
119.
The directors shall cause to be kept at the Company's Office in accordance with the provisions of the Act a Register of the shareholders of the Company, a register of the holders of bonds, debentures and other securities of the Company and a register of its directors. Branch registers of the shareholders and of the holders of bonds, debentures and other securities may be kept elsewhere, either within or without the Province of Nova Scotia, in accordance with the Act.
 
 MINUTES
120.
The directors shall cause minutes to be entered in books designated for the purpose:

(1)
of all appointments of officers;

(2)
of the names of directors present at each meeting of directors and of any committees of directors;

(3)
of all orders made by the directors and committees of directors; and

(4)
of all resolutions and proceedings of meetings of shareholders and of directors.
Any such minutes of any meeting of directors or of any committee of directors or of shareholders, if purporting to be signed by the chairman of such meeting or by the chairman of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minutes.
POWERS OF DIRECTORS
121.
The management of the business of the Company is vested in the directors who, in addition to the powers and authorities by these Articles or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not hereby or by statute expressly directed or required to be exercised or done by the shareholders, but subject nevertheless to the provisions of any statute, the Memorandum or these Articles. No modification of the Memorandum or these Articles shall invalidate any prior act of the directors that would have been valid if such modification had not been made.
16

122.
Without restricting the generality of the terms of any of these Articles and without prejudice to the powers conferred thereby, the directors may:

(1)
take such steps as they think fit to carry out any agreement or contract made by or on behalf of the Company;

(2)
pay costs, charges and expenses preliminary and incidental to the promotion, formation, establishment, and registration of the Company;

(3)
purchase or otherwise acquire for the Company any property, rights or privileges that the Company is authorized to acquire, at such price and generally on such terms and conditions as they think fit;

(4)
pay for any property, rights or privileges acquired by, or services rendered to the Company either wholly or partially in cash or in shares (fully paid-up or otherwise), bonds, debentures or other securities of the Company;

(5)
subject to the Act, secure the fulfilment of any contracts or engagements entered into by the Company by mortgaging or charging all or any of the property of the Company and its unpaid capital for the time being, or in such other manner as they think fit;

(6)
appoint, remove or suspend at their discretion such experts, managers, secretaries, treasurers, officers, clerks, agents and servants for permanent, temporary or special services, as they from time to time think fit, and determine their powers and duties and fix their salaries or emoluments and require security in such instances and to such amounts as they think fit;

(7)
accept a surrender of shares from any shareholder insofar as the law permits and on such terms and conditions as may be agreed;

(8)
appoint any person or persons to accept and hold in trust for the Company any property belonging to the Company, or in which it is interested, execute and do all such deeds and things as may be required in relation to such trust, and provide for the remuneration of such trustee or trustees;

(9)
institute, conduct, defend, compound or abandon any legal proceedings by and against the Company, its directors or its officers or otherwise concerning the affairs of the Company, and also compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company;

(10)
refer any claims or demands by or against the Company to arbitration and observe and perform the awards;

(11)
make and give receipts, releases and other discharges for amounts payable to the Company and for claims and demands of the Company;

(12)
determine who may exercise the borrowing powers of the Company and sign on the Company's behalf bonds, debentures or other securities, bills, notes, receipts, acceptances, assignments, transfers, hypothecations, pledges, endorsements, cheques, drafts, releases, contracts, agreements and all other instruments and documents;

(13)
provide for the management of the affairs of the Company abroad in such manner as they think fit, and in particular appoint any person to be the attorney or agent of the Company with such powers (including power to sub-delegate) and upon such terms as may be thought fit;

(14)
invest and deal with any funds of the Company in such securities and in such manner as they think fit; and vary or realize such investments;
17

(15)
subject to the Act, execute in the name and on behalf of the Company in favour of any director or other person who may incur or be about to incur any personal liability for the benefit of the Company such mortgages of the Company's property, present and future, as they think fit;

(16)
give any officer or employee of the Company a commission on the profits of any particular business or transaction or a share in the general profits of the Company;

(17)
set aside out of the profits of the Company before declaring any dividend such amounts as they think proper as a reserve fund to meet contingencies or provide for dividends, depreciation, repairing, improving and maintaining any of the property of the Company and such other purposes as the directors may in their absolute discretion think in the interests of the Company; and invest such amounts in such investments as they think fit, and deal with and vary such investments, and dispose of all or any part of them for the benefit of the Company, and divide the reserve fund into such special funds as they think fit, with full power to employ the assets constituting the reserve fund in the business of the Company without being bound to keep them separate from the other assets;

(18)
make, vary and repeal rules respecting the business of the Company, its officers and employees, the shareholders of the Company or any section or class of them;

(19)
enter into all such negotiations and contracts, rescind and vary all such contracts, and execute and do all such acts, deeds and things in the name and on behalf of the Company as they consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company;

(20)
provide for the management of the affairs of the Company in such manner as they think fit.

SOLICITORS
123.
The Company may employ or retain solicitors any of whom may, at the request or on the instruction of the directors, the Chairman, the President or a managing director, attend meetings of the directors or shareholders, whether or not the solicitor is a shareholder or a director of the Company. A solicitor who is also a director may nevertheless charge for services rendered to the Company as a solicitor.
 
 THE SEAL
124.
The directors shall arrange for the safe custody of the common seal of the Company (the "Seal"). The Seal may be affixed to any instrument in the presence of and contemporaneously with the attesting signature of (i) any director or officer acting within such person's authority or (ii) any person under the authority of a resolution of the directors or a committee thereof. For the purpose of certifying documents or proceedings the Seal may be affixed by any director or the President, a vice-president, the Secretary, an assistant secretary or any other officer of the Company without the authorization of a resolution of the directors.

125.
The Company may have facsimiles of the Seal which may be used interchangeably with the Seal.

126.
The Company may have for use at any place outside the Province of Nova Scotia, as to all matters to which the corporate existence and capacity of the Company extends, an official seal that is a facsimile of the Seal of the Company with the addition on its face of the name of the place where it is to be used; and the Company may by writing under its Seal authorize any person to affix such official seal at such place to any document to which the Company is a party.
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DIVIDENDS
127.
The directors may from time to time declare such dividend as they deem proper upon shares of the Company according to the rights and restrictions attached to any class or series of shares, and may determine the date upon which such dividend will be payable and that it will be payable to the persons registered as the holders of the shares on which it is declared at the close of business upon a record date. No transfer of such shares registered after the record date shall pass any right to the dividend so declared.

128.
Dividends may be paid as permitted by law and, without limitation, may be paid out of the profits, retained earnings or contributed surplus of the Company. No interest shall be payable on any dividend except insofar as the rights attached to any class or series of shares provide otherwise.

129.
The declaration of the directors as to the amount of the profits, retained earnings or contributed surplus of the Company shall be conclusive.

130.
The directors may from time to time pay to the shareholders such interim dividends as in their judgment the position of the Company justifies.

131.
Subject to these Articles and the rights and restrictions attached to any class or series of shares, dividends may be declared and paid to the shareholders in proportion to the amount of capital paid-up on the shares (not including any capital paid-up bearing interest) held by them respectively.

132.
The directors may deduct from the dividends payable to any shareholder amounts due and payable by the shareholder to the Company on account of calls, instalments or otherwise, and may apply the same in or towards satisfaction of such amounts so due and payable.

133.
The directors may retain any dividends on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

134.
The directors may retain the dividends payable upon shares to which a person is entitled or entitled to transfer upon the death or bankruptcy of a shareholder or in any way other than by allotment or transfer, until such person has become registered as the holder of such shares or has duly transferred such shares.

135.
When the directors declare a dividend on a class or series of shares and also make a call on such shares payable on or before the date on which the dividend is payable, the directors may retain all or part of the dividend and set off the amount retained against the call.

136.
The directors may declare that a dividend be paid by the distribution of cash, paid-up shares (at par or at a premium), debentures, bonds or other securities of the Company or of any other company or any other specific assets held or to be acquired by the Company or in any one or more of such ways.

137.
The directors may settle any difficulty that may arise in regard to the distribution of a dividend as they think expedient, and in particular without restricting the generality of the foregoing may issue fractional certificates, may fix the value for distribution of any specific assets, may determine that cash payments will be made to any shareholders upon the footing of the value so fixed or that fractions may be disregarded in order to adjust the rights of all parties, and may vest cash or specific assets in trustees upon such trusts for the persons entitled to the dividend as may seem expedient to the directors.

138.
Any person registered as a joint holder of any share may give effectual receipts for all dividends and payments on account of dividends in respect of such share.
19

139.
Unless otherwise determined by the directors, any dividend may be paid by a cheque or warrant delivered to or sent through the post to the registered address of the shareholder entitled, or, when there are joint holders, to the registered address of that one whose name stands first on the register for the shares jointly held. Every cheque or warrant so delivered or sent shall be made payable to the order of the person to whom it is delivered or sent. The mailing or other transmission to a shareholder at the shareholder's registered address (or, in the case of joint shareholders at the address of the holder whose name stands first on the register) of a cheque payable to the order of the person to whom it is addressed for the amount of any dividend payable in cash after the deduction of any tax which the Company has properly withheld, shall discharge the Company's liability for the dividend unless the cheque is not paid on due presentation. If any cheque for a dividend payable in cash is not received, the Company shall issue to the shareholder a replacement cheque for the same amount on such terms as to indemnity and evidence of non-receipt as the directors may impose. No shareholder may recover by action or other legal process against the Company any dividend represented by a cheque that has not been duly presented to a banker of the Company for payment or that otherwise remains unclaimed for 6 years from the date on which it was payable.
ACCOUNTS
140.
The directors shall cause proper books of account to be kept of the amounts received and expended by the Company, the matters in respect of which such receipts and expenditures take place, all sales and purchases of goods by the Company, and the assets, credits and liabilities of the Company.

141.
The books of account shall be kept at the head office of the Company or at such other place or places as the directors may direct.

142.
The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions the accounts and books of the Company or any of them shall be open to inspection of the shareholders, and no shareholder shall have any right to inspect any account or book or document of the Company except as conferred by statute or authorized by the directors or a resolution of the shareholders.

143.
At the ordinary general meeting in every year the directors shall lay before the Company such financial statements and reports in connection therewith as may be required by the Act or other applicable statute or regulation thereunder and shall distribute copies thereof at such times and to such persons as may be required by statute or regulation.
20

 AUDITORS AND AUDIT
144.
Except in respect of a financial year for which the Company is exempt from audit requirements in the Act, the Company shall at each ordinary general meeting appoint an auditor or auditors to hold office until the next ordinary general meeting. If at any general meeting at which the appointment of an auditor or auditors is to take place and no such appointment takes place, or if no ordinary general meeting is held in any year or period of years, the directors shall appoint an auditor or auditors to hold office until the next ordinary general meeting.

145.
The first auditors of the Company may be appointed by the directors at any time before the first ordinary general meeting and the auditors so appointed shall hold office until such meeting unless previously removed by a resolution of the shareholders, in which event the shareholders may appoint auditors.

146.
The directors may fill any casual vacancy in the office of the auditor but while any such vacancy continues the surviving or continuing auditor or auditors, if any, may act.

147.
The Company may appoint as auditor any person, including a shareholder, not disqualified by statute.

148.
An auditor may be removed or replaced in the circumstances and in the manner specified in the Act.

149.
The remuneration of the auditors shall be fixed by the shareholders, or by the directors pursuant to authorization given by the shareholders, except that the remuneration of an auditor appointed to fill a casual vacancy may be fixed by the directors.

150.
The auditors shall conduct such audit as may be required by the Act and their report, if any, shall be dealt with by the Company as required by the Act.
NOTICES
151.
A notice (including any communication or document) shall be sufficiently given, delivered or served by the Company upon a shareholder, director, officer or auditor by personal delivery at such person's registered address (or, in the case of a director, officer or auditor, last known address) or by prepaid mail, telegraph, telex, facsimile machine or other electronic means of communication addressed to such person at such address.

152.
Shareholders having no registered address shall not be entitled to receive notice.

153.
All notices with respect to registered shares to which persons are jointly entitled may be sufficiently given to all joint holders thereof by notice given to whichever of such persons is named first in the Register for such shares.

154.
Any notice sent by mail shall be deemed to be given, delivered or served on the earlier of actual receipt and the third business day following that upon which it is mailed, and in proving such service it shall be sufficient to prove that the notice was properly addressed and mailed with the postage prepaid thereon. Any notice given by electronic means of communication shall be deemed to be given when entered into the appropriate transmitting device for transmission. A certificate in writing signed on behalf of the Company that the notice was so addressed and mailed or transmitted shall be conclusive evidence thereof.

155.
Every person who by operation of law, transfer or other means whatsoever becomes entitled to any share shall be bound by every notice in respect of such share that prior to such person's name and address being entered on the Register was duly served in the manner hereinbefore provided upon the person from whom such person derived title to such share.
21

156.
Any notice delivered, sent or transmitted to the registered address of any shareholder pursuant to these Articles, shall, notwithstanding that such shareholder is then deceased and that the Company has notice thereof, be deemed to have been served in respect of any registered shares, whether held by such deceased shareholder solely or jointly with other persons, until some other person is registered as the holder or joint holder thereof, and such service shall for all purposes of these Articles be deemed a sufficient service of such notice on the heirs, executors or administrators of the deceased shareholder and all joint holders of such shares.

157.
Any notice may bear the name or signature, manual or reproduced, of the person giving the notice written or printed.

158.
When a given number of days' notice or notice extending over any other period is required to be given, the day of service and the day upon which such notice expires shall not, unless it is otherwise provided, be counted in such number of days or other period.
INDEMNITY
159.
Every director or officer, former director or officer, or person who acts or acted at the Company's request, as a director or officer of the Company, a body corporate, partnership or other association of which the Company is or was a shareholder, partner, member or creditor, and the heirs and legal representatives of such person, in the absence of any dishonesty on the part of such person, shall be indemnified by the Company against, and it shall be the duty of the directors out of the funds of the Company to pay, all costs, losses and expenses, including an amount paid to settle an action or claim or satisfy a judgment, that such director, officer or person may incur or become liable to pay in respect of any claim made against such person or civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of the Company or such body corporate, partnership or other association, whether the Company is a claimant or party to such action or proceeding or otherwise; and the amount for which such indemnity is proved shall immediately attach as a lien on the property of the Company and have priority as against the shareholders over all other claims.

160.
No director or officer, former director or officer, or person who acts or acted at the Company's request, as a director or officer of the Company, a body corporate, partnership or other association of which the Company is or was a shareholder, partner, member or creditor, in the absence of any dishonesty on such person's part, shall be liable for the acts, receipts, neglects or defaults of any other director, officer or such person, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Company through the insufficiency or deficiency of title to any property acquired for or on behalf of the Company, or through the insufficiency or deficiency of any security in or upon which any of the funds of the Company are invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any funds, securities or effects are deposited, or for any loss occasioned by error of judgment or oversight on the part of such person, or for any other loss, damage or misfortune whatsoever which happens in the execution of the duties of such person or in relation thereto.
EXECUTION OF DOCUMENTS AND INSTRUMENTS
161.
Deeds, transfers, assignments, contracts, obligations, certificates and other instruments and documents of any description whatsoever shall be effectively authorized by and signed on behalf of the Company if signed by any director or officer acting within such person's authority, whether under seal or otherwise as such signatories may see fit. In addition, the board of directors or the shareholders may from time to time by resolution direct the manner in which and the person or persons by whom any particular document or instrument or class of documents or instruments may or shall be signed. Any articles, notice, resolution, requisition, statement or other document or
22

instrument required or permitted to be executed by more than one person may be executed in several documents or instruments of like form each of which is executed by one or more of such persons, and such documents or instruments, when duly executed by all persons required or permitted, as the case may be, to do so, shall be deemed to constitute one document for all relevant purposes. The secretary or any other officer or any director may sign certificates and similar instruments on the Company's behalf with respect to any factual matters relating to the Company's business and affairs, including certificates verifying copies of the constating documents, resolutions and minutes of meetings of the Company.
REMINDERS
162.
The directors shall comply with the following provisions of the Act or the Corporations Registration Act (Nova Scotia) where indicated:

(1)
Keep a current register of shareholders (Section 42).

(2)
Keep a current register of directors, officers and managers, send to the Registrar a copy thereof and notice of all changes therein (Section 98).

(3)
Keep a current register of holders of bonds, debentures and other securities (Section 111 and Third Schedule).

(4)
Call a general meeting every year within the proper time (Section 83). Meetings must be held not later than 15 months after the preceding general meeting.

(5)
Send to the Registrar copies of all special resolutions (Section 88).

(6)
Send to the Registrar notice of the address of the Company's Office and of all changes in such address (Section 79).

(7)
Keep proper minutes of all shareholders' meetings and directors' meetings in the Company's minute book kept at the Company's Office (Sections 89 and 90).

(8)
Obtain a certificate under the Corporations Registration Act (Nova Scotia) as soon as business is commenced.

(9)
Send notice of recognized agent to the Registrar under the Corporations Registration Act (Nova Scotia).
23

Name of Subscriber

/s/   CHARLES S. REAGH       

Dated at Halifax, Nova Scotia the 29th day of December, 2004.
Witness to above signature:

/s/   AMY SMITH       

Halifax, Nova Scotia	
 	
 	 	FILED ELECTRONICALLY	
 	 	In the computer records maintained by the Registry of Joint Stock Companies	

 	
DEC 29 2004	

 	
per:	
/s/   ATS       

STEWART MCKELVEY STIRLING SCALES	
24

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Exhibit 4.7
 
 ARTICLES OF INCORPORATION
OF
COORS DISTRIBUTING COMPANY OF DENVER
        We, Leo N. Bradley, Thomas J. Carney and Tim L. Campbell, all persons over 21 years of age, desirous of becoming a body corporate, as incorporators, hereby verify the following to be the Articles of Incorporation of Coors Distributing Company of Denver.
 
 ARTICLE I

Name .
        The name of the Corporation shall be: Coors Distributing Company of Denver.
 
 ARTICLE II

Duration .
        The Corporation shall have perpetual duration.
 
 ARTICLE III

Purposes .
        The purposes for which the Corporation is organized are as follows:
        a.     To engage in the business of the wholesale distribution of fermented malt beverages, alcoholic beverages, and other similar and/or related products.
        b.     To have and exercise all powers necessary, proper, advisable, or conceivable for the accomplishment of the purposes or the furtherance of the powers herein set forth, either alone or associated with others, and incidental or pertaining to, or growing out of, or connected with, its business or powers, provided the same be not inconsistent with the laws of the United States of America and the State of Colorado.
 
 ARTICLE IV

Stock .
        The Corporation shall have the authority to issue 50,000 shares of common stock, said stock being without par value.
 
 ARTICLE V

Initial Registered Office .
        The address of the Corporation's initial registered office is 1717 Washington Avenue, Golden, Colorado, 80401. The name of the initial registered agent at said address is Leo N. Bradley.

 
 ARTICLE VI

Directors .
        The initial Board of Directors shall consist of five persons. Names and addresses of the persons who are to serve as Directors until the first annual meeting of shareholders or until their successors are elected and qualified are as follows:

 	
 	
Harvey V. Gorman
11975 W. 22nd Place
Golden, Colorado 80401	

 	
 	
Samuel A. Simmons
8500 Meadowlark Drive
Lakewood, Colorado 80226	

 	
 	
Edwin O. Edlund
13605 Braun Road
Golden, Colorado 80401	

 	
 	
Bernard O. Claar
13890 Braun Road
Golden, Colorado 80401	

 	
 	
Earl K. Madsen
416 Plateau Parkway
Golden, Colorado 80401	

 
 ARTICLE VII

Incorporators .
        The name and address of each incorporator of the Corporation is as follows:

 	
 	
Leo N. Bradley
353 Castle Rock Road
Golden, Colorado 80401	

 	
 	
Thomas J. Carney
2001 Foothills Road
Golden, Colorado 80401	

 	
 	
Tim L. Campbell
333 Castle Rock Road
Golden, Colorado 80401	

        The foregoing Articles of Incorporation are dated this 25 th day of September, 1970.

 	
 	
/s/   LEO N. BRADLEY       

Leo N. Bradley	

 	
/s/   THOMAS J. CARNEY       

Thomas J. Carney	

 	
/s/   TIM L. CAMPBELL       

Tim L. Campbell	

STATE OF COLORADO	 	)	
 	 	) ss.	
County of Jefferson	 	)	
        I, Eleanor Z. Frye, a Notary Public, hereby certify that on the 25 th day of September, 1970, personally appeared before me, Leo N. Bradley, Thomas J. Carney, Tim L. Campbell, who being by me first duly sworn, severally declare that they are the persons who signed the foregoing documents as incorporators, and that the statements contained therein are true.
        IN WITNESS WHEREOF, I have hereunto set my hand and seal this 25 th day of September, 1970.

 	
 	
/s/   ELEANOR Z. FRYE       

Notary Public	
My commission expires:
April 29, 1973.
[SEAL]

 
 ARTICLES OF INCORPORATION

OF

COORS DISTRIBUTING COMPANY OF DENVER
        Pursuant to the provisions of the Colorado Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:
        FIRST: The name of the corporation is Coors Distributing Company of Denver
        SECOND: The following amendment of the Articles of Incorporation was adopted by the shareholders of the corporation on September 7, 1971 in the manner prescribed by the Colorado Corporation Act:
        RESOLVED, that the name of the company be "Coors Distributing Company" and the Articles of Incorporation of the company be amended to adopt such corporate name.
Filing fee [Illegible]
SUBMIT IN DUPLICATE

        THIRD: The number of shares of the corporation outstanding at the time of such adoption was 500; and the number of shares entitled to vote thereon was 500.
        FOURTH: The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows:

Class
	 	 	 	Number of
Shares
	
None (Note 1)	 	 	
        FIFTH: The number of shares voted for such amendment was 500; and the number of shares voted against such amendment was None.
        SIXTH: The number of shares of each class entitled to vote thereon as a class voted for and against such amendment, respectively, was:

 	 	 	 	Number of Shares Voted
	
Class
	 	 	 	For
	 	Against
	
None (Note 1)	 	             	 	             	
        SEVENTH: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows:
        No change (Note 2)
        EIGHTH: The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendment, are as follows:
        No change (Note 2)
Dated September 8, 1971

 	 	Coors Distributing Company of Denver	 	 	 	(Note 3)	

 	
        By:	
/s/ [Illegible]

Its President	
 	
)
)
)	

[SEAL]	 	 	 	 	)	 	(Note 4)	
 	 	 	 	 	)	 	 	
 	 	        and	/s/ EARL K. MADSEN

Its Secretary	 	)
)
)	 	 	
STATE OF COLORADO	 	)	
 	 	) ss.	
County of Jefferson	 	)	
        Before me, Eleanor Z. Frye a Notary Public in and for the said County and State, personally appeared Earl K. Madsen who acknowledged before me that he is the Secretary of Coors Distributing Company of Denver, a Colorado corporation and that he signed the foregoing Articles of Amendment as his free and voluntary act and deed for the uses and purposes therein set forth, and that the facts contained therein are true.
        In witness whereof I have hereunto set my hand and seal this 7th day of September A.D. 1971.
        My commission expires April 29, 1973

 	
 	
/s/   ELEANOR Z. FRYE       
	
 	 	Notary Public	
[SEAL]

Notes:	 	1.	 	If inapplicable, insert "Note."	
 	 	2.	 	If inapplicable, insert "No change."	
 	 	3.	 	Exact corporate name of corporation adopting the Articles of Amendment.	
 	 	4.	 	Signatures and titles of officers signing for the corporation.	
SUBMIT IN DUPLICATE

        SUBMIT IN DUPLICATE
 
 ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
        Pursuant to the provisions of the Colorado Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:
        FIRST: The name of the corporation is (note 3) Coors Distributing Company
        SECOND: The following amendment was adopted by the shareholders of the corporation on May 11, 1983, in the manner prescribed by the Colorado Corporation Act:
        Article III, Paragraph A, of the Articles of Incorporation is amended in its entirety to read as follows:
To transact any lawful business or business for which corporation may be incorporated pursuant to the Colorado Corporation Code.
THIRD: The number of shares of the corporation outstanding at the time of such adoption was 500; and the number of shares entitled to vote thereon was 500.
        FOURTH: The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows:

CLASS
	 	 	 	NUMBER OF SHARES
	
 	 	NONE (Note 1)	 	 	
        FIFTH: The number of shares voted for such amendment was 500; and the number of shares voted against such amendment was NONE.
        SIX: The number of shares of each class entitled to vote thereon as a class voted for and against such amendment, respectively, was:

CLASS
	 	 	 	NUMBER OF SHARES VOTED
	
 	 	NONE (Note 1)	 	For                          Against	
        SEVENTH: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows:
NO CHANGE (Note 2)

        EIGHTH: The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendment, are as follows:
NO CHANGE (Note 2)

 	
 	
COORS DISTRIBUTING COMPANY,

(Note 3)	
 	 	By	 	/s/ Max W. Goodwin
	 	 	
 	 	 	 	Its President	 	 	
 	 	 	 	 	 	(Note 4)	
 	 	and	 	/s/ [Illegible]
	 	 	
 	 	as	 	Its Secretary	 	 	
STATE OF COLORADO,	 	 	 	 	 	 	
County of Jefferson
	 	 	 	 	
        Before me, Patricia J. Smith, a Notary Public in and for the said County and State, personally appeared Max W. Goodwin who acknowledged before me that he is the President of Coors Distributing Company ,
a Colorado corporation and that he signed the foregoing Articles of Amendment as his free and voluntary act and deed for the uses and purposes therein set forth, and that the facts contained therein are true.
        In witness whereof I have hereunto set my hand and seal this 11 th day of May A.D. 1983
        My Commission expires Sept. 5, 1984                  /s/ Patricia J. Smith
                                                                                      c/o Adolph Coors Company
                                                                                      Golden, CO 80401

NOTES:	
 	
1.	
 	
If inapplicable, insert "None."	
 	 	2.	 	If inapplicable, insert "No change."	
 	 	3.	 	Exact corporate name of corporation adopting the Articles of Amendment. (If this is a change of name amendment, the name before this amendment is filed)	
 	 	4.	 	Signatures and titles of officers signing for the corporation.	
        SUBMIT IN DUPLICATE means original TYPED copy and first carbon copy, or xerox copies both having original signatures & verifications.
        This form is not acceptable with ATTACHMENTS or TYPING ON REVERSE SIDE. If there is not adequate space, Form D-1 may be used as a pattern or guide. Please use legal or letter size typing paper. Type on one side only.
 
 COMPUTER UPDATE COMPLETED
BT

[Illegible] for office use only
MAIL TO 
[Illegible]
STATEMENT OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT, OR BOTH.
SUBMIT ONE
Filing fee $5.00
This document must be typewritten.
Pursuant to the provisions of the Colorado Corporation Code, the Colorado Nonprofit Corporation Act and the Colorado Uniform Limited Partnership Act of 1981, the undersigned corporation or limited partnership organized under the laws of Colorado submits the following statement for the purpose of changing its registered office or its registered agent, or both, in the state of Colorado.
        First: The name of the corporation or limited partnership is:
        Coors Distributing Company
        Second: the address of its REGISTERED OFFICE is 1280 West 47th Avenue, Denver, Colorado 80211
        Third: The name of its REGISTERED AGENT is John E. Mohn
        Fourth: The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.
        Fifth: The address of its place of business in Colorado is 1280 West 47th Avenue, Denver, CO 80211

 	

 	
Coors Distributing Company	
 	
(Note 1)	

 	

By	
 	
/s/ [Illegible]

(Note 2)	
STATE OF	 	Colorado	 	 	 	Its Exec. Vice president	 	 	
COUNTY OF	 	Denver	 	 	 	 	 	 	
        Subscribed and sworn to before me this 22nd day of November, 1983
My commission expires August 24, 1986.

 	 	/s/ [Illegible]
	
 	 	Notary Public (Note 4)	

 	
1280 W. 47th Ave., Denver, CO 80211
	
 	 	Address	
Notes	 	1.	 	Exact name of corporation or limited partnership making the statement.	
 	 	2.	 	Signature and title of officer signing (for the corporation, must be president or vice president, for a limited partnership, must be a general partner).	
 	 	3.	 	Regarding profit corporations: This statement may be executed by the registered agent when it involves only a registered address change. A copy of this statement has been forwarded to the corporation by the registered agent.	
 	 	4.	 	Signature of notary public must be exactly as shown on notarial seal, and must agree with notarial commission.	

 
 STATEMENT OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT, OR BOTH,
OF
COORS DISTRIBUTING COMPANY
To The Secretary of State
of the State of Colorado
        Pursuant to the provisions of the Colorado Corporation Act, the undersigned corporation, organized under the laws of the State of Colorado submits the following statement for the purpose of changing its registered office or its registered agent, or both, in the State of Colorado:
        First: The name of the corporation is Coors Distributing Company
        Second: The address of its previous REGISTERED OFFICE was Just east of Golden, CO 80401
        Third: The address to which its REGISTERED OFFICE is to be changed is 12th & East Streets, Golden, CO 80401
        Fourth: The name of its previous REGISTERED AGENT was Lowell C. Sund
        Fifth: The name of its successor REGISTERED AGENT is Thomas B. Robinson
        Sixth: The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.
        Seventh: The address of its place of business in Colorado is 12th & East Streets, Golden, CO 80401
        Dated November 21, 1986.

 	 	COORS DISTRIBUTING COMPANY	 	(Note 1)	

 	
By	
 	
/s/ John E. Mohn

(Note 2)	
 	 	 	 	its Vice President	 	 	
        STATE OF Colorado
        County of Jefferson
        Before me, Ann Boe, a Notary Public in and for the said County and State, personally appeared John Mohn who acknowledged before me that he is the Vice President of Coors Distributing Company a Colorado corporation, that he signed the foregoing, and that the statements contained therein are true.
        In witness whereof I have hereunto set my hand and seal this 21st day of November, A.D. 1986
        My commission expires 12/23/89

 	 	/s/ Ann Boe
	
 	 	c/o Adolph Coors Company
Golden, CO 80401	
        COMP. CH'D. T.R.
        COMPUTER CK'D. ARB

NOTES:	 	1.	 	Exact corporate name of corporation making the statement.	
 	 	2.	 	Signature and title of officer signing for the corporation, — must be President or Vice-President.	
 	 	3.	 	Signature of Notary Public must be exactly as shown on Notarial Seal, and must agree with notarial commission.	
        Filing fee $5.00
        Submit One
 
 COMPUTER UPDATE COMPLETED
AB

[Illegible]
 
 MAIL TO:
Colorado Secretary of State
Corporations Office
1560 Broadway, Suite 200
Denver, Colorado 80202
(303) 866-2361
 
 ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
        Pursuant to the provisions of the Colorado Corporation Code, the undersigned corporation adopts the following Articles of Amendments to its Articles of Incorporation:
        FIRST: The name of the corporation is (note 1) Coors Distributing Company
        SECOND: The following amendment to the Articles of Incorporation was adopted on July 13, 1987, as prescribed by the Colorado Corporation Code, in the manner marked with an X below:
         o Such amendment was adopted by the board of directors where no shares have been issued.
         ý Such amendment was adopted by a vote of the shareholders. The number of shares voted for the amendment was sufficient for approval.
        A new Article VIII is adopted, as follows:
ARTICLE VIII
Indemnification
        The corporation may indemnify its directors, officers, employees and agents against liabilities and expenses incurred in their corporate capacities in a manner consistent with the provisions of the Colorado Corporation Code.
        THIRD: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows: None
        FOURTH: The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendment, are as follows:    None

 	 	COORS DISTRIBUTING COMPANY	 	(Note 1)	
 	 	By:	 	/s/ [Illegible]

Its President	 	 	

 	
and	
 	
/s/ [Illegible]

Its Secretary	
 	
(Note 2)	
        COMP. CH'D B.G.T.
        COMP. CH'D T.R.
        COMPUTER UPDATE COMPLETE

Note:	 	1.	 	Exact name of corporation adopting the Articles of Amendments.	
 	 	2.	 	Signature and title of officers signing for the corporation.	

 
 STATEMENT OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT, OR BOTH,
OF
COORS DISTRIBUTING COMPANY
        To The Secretary of State of the State of Colorado
        Pursuant to the provisions of the Colorado Corporation Act, the undersigned corporation, organized under the laws of the State of Colorado submits the following statement for the purpose of changing its registered office or its registered agent, or both, in the State of Colorado:
        First: The name of the corporation is Coors Distributing Company
        Second: The address of its previous REGISTERED OFFICE was 12th and East Streets, Golden, CO 80401
        Third: The address to which its REGISTERED OFFICE is to be changed is 12th and East Streets, Golden, CO 80401
        Fourth: The name of its previous REGISTERED AGENT was Thomas B. Robinson
        Fifth: The name of its successor REGISTERED AGENT is M. Caroline Turner
        Sixth: The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.
        Seventh: The address of its place of business in Colorado is 12th and East Streets, Golden, CO 80401
        Dated April 28, 1988.

 	 	COORS DISTRIBUTING COMPANY
	 	(Note 1)	

 	
By	
 	
/s/ John Mohn

(Note 2)	
 	 	 	 	Its Vice President	 	 	
        STATE OF Colorado
        County of Jefferson
        Before me, Ann Boe, a Notary Public in and for the said County and State, personally appeared John Mohn who acknowledged before me that he is the Vice President of Coors Distributing Company, a Colorado corporation, that he signed the foregoing, and that the statements contained therein are true.
        In witness whereof I have hereunto set my hand and seal this 11 th day of May, A.D. 1988.
        My commission expires 12/23/89

 	 	/s/ Ann L Boe
	
 	 	c/o Adolph Coors Company
Golden, CO 80401	

NOTES:	
 	
1.	
 	
Exact corporate name of corporation making the statement.	
 	 	2.	 	Signature and title of officer signing for the corporation, — must be President or Vice-President.	
 	 	3.	 	Signature of Notary Public must be exactly as shown on Notarial Seal, and must agree with notarial commission.	
Filing fee [Illegible]
SUBMIT ONE
 
 COMPUTER UPDATE COMPLETE
AJM

QuickLinks
 ARTICLES OF INCORPORATION OF COORS DISTRIBUTING COMPANY OF DENVER
ARTICLE I Name .
ARTICLE II Duration .
ARTICLE III Purposes .
ARTICLE IV Stock .
ARTICLE V Initial Registered Office .
ARTICLE VI Directors .
ARTICLE VII Incorporators .
ARTICLES OF INCORPORATION OF COORS DISTRIBUTING COMPANY OF DENVER
 ARTICLES OF AMENDMENT to the ARTICLES OF INCORPORATION
COMPUTER UPDATE COMPLETED BT
STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT, OR BOTH, OF COORS DISTRIBUTING COMPANY
COMPUTER UPDATE COMPLETED AB
MAIL TO: Colorado Secretary of State Corporations Office 1560 Broadway, Suite 200 Denver, Colorado 80202 (303) 866-2361
ARTICLES OF AMENDMENT to the ARTICLES OF INCORPORATION
STATEMENT OF CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT, OR BOTH, OF COORS DISTRIBUTING COMPANY
COMPUTER UPDATE COMPLETE AJM
 
Exhibit 4.8
BYLAWS
OF
COORS DISTRIBUTING COMPANY
(A Colorado Corporation)
Amended and Restated as of November 17, 1997

 BYLAWS
OF
COORS DISTRIBUTING COMPANY
TABLE OF CONTENTS

 	 	 	 	Page
	
ARTICLE I—Offices	 	1	
 	1.	 	Principal Office	 	1	
 	2.	 	Registered Office	 	1	
 	3.	 	Other Offices	 	1	

ARTICLE II—Shareholders' Meetings	
 	
1	
 	1.	 	Annual Meetings	 	1	
 	2.	 	Special Meetings	 	1	
 	3.	 	Place of Special Meetings	 	1	
 	4.	 	Notice of Meetings	 	1	
 	5.	 	Waiver of Notice	 	1	
 	6.	 	Action Without A Meeting	 	2	
 	7.	 	Quorum	 	2	
 	8.	 	Adjournment	 	2	
 	9.	 	Voting	 	2	
 	10.	 	Organization of Meetings	 	2	
 	11.	 	Meeting by Telecommunication	 	2	

ARTICLE III—Board of Directors	
 	
3	
 	1.	 	General Powers	 	3	
 	2.	 	Number, Tenure and Qualification	 	3	
 	3.	 	Annual and Regular Meetings	 	3	
 	4.	 	Special Meetings	 	3	
 	5.	 	Notice of Special Meetings	 	3	
 	6.	 	Waiver of Notice	 	3	
 	7.	 	Action Without a Meeting	 	4	
 	8.	 	Quorum and Voting	 	4	
 	9.	 	Organization and Procedure	 	4	
 	10.	 	Resignation	 	4	
 	11.	 	Removal	 	4	
 	12.	 	Vacancies	 	4	
 	13.	 	Dissenting Directors	 	5	
 	14.	 	Executive and Other Committees	 	5	
 	15.	 	Compensation of Directors	 	5	
 	16.	 	Meeting by Telecommunication	 	5	

ARTICLE IV—Officers	
 	
6	
 	1.	 	Appointment and Tenure	 	6	
 	2.	 	Resignation, Removal and Vacancies	 	6	
 	3.	 	Temporary Delegation of Duties	 	6	
 	4.	 	Chairman of the Board	 	6	
 	5.	 	Chief Executive Officer	 	6	
 	6.	 	President	 	6	
 	7.	 	Vice Presidents	 	6	
 	 	 	 	 	
ii

 
 	8.	 	Secretary	 	7	
 	9.	 	Treasurer	 	7	
 	10.	 	Assistant Secretaries and Assistant Treasurers	 	7	
 	11.	 	Bond of Officers	 	7	
 	12.	 	Compensation	 	7	

ARTICLE V—Directors' Conflicts of Interest	
 	
8	
 	1.	 	Conflicting Interest Transaction	 	8	
 	2.	 	Effect of Conflict of Interest	 	8	
 	3.	 	Notice to Shareholders	 	8	
 	4.	 	Interested Directors	 	8	

ARTICLE VI—Indemnification	
 	
8	
 	1.	 	Directors	 	8	
 	2.	 	Officers and Employees	 	9	
 	3.	 	Mandatory Indemnification	 	9	
 	4.	 	Agents and Fiduciaries	 	9	
 	5.	 	Procedure	 	9	
 	6.	 	Other Remedies	 	9	
 	7.	 	Insurance	 	9	
 	8.	 	Notice to Shareholders	 	10	
 	9.	 	Selection of Counsel	 	10	

ARTICLE VII—Execution of Instruments; Loans; Checks and Endorsements; Deposits; Proxies	
 	
10	
 	1.	 	Execution of Instruments	 	10	
 	2.	 	Borrowing	 	10	
 	3.	 	Attestation	 	10	
 	4.	 	Loans to Directors, Officers and Employees	 	11	
 	5.	 	Checks and Endorsements	 	11	
 	6.	 	Deposits	 	11	
 	7.	 	Voting of Securities of Other Entities	 	11	

ARTICLE VIII—Shares of Stock	
 	
11	
 	1.	 	Certificates of Stock	 	11	
 	2.	 	Shares Without Certificates	 	11	
 	3.	 	Transfer of Stock	 	12	
 	4.	 	Restrictions on Transfer	 	12	
 	5.	 	Holders of Record	 	12	
 	6.	 	Shares Held for the Account of a Specified Person or Persons	 	12	
 	7.	 	Lost, Destroyed and Mutilated Certificates	 	12	

ARTICLE IX—Dividends and Other Distributions	
 	
12	

ARTICLE X—Corporate Records	
 	
12	
 	1.	 	Permanent Records	 	12	
 	2.	 	Records at Principal Office	 	13	
 	3.	 	Addresses of Shareholders	 	13	
 	4.	 	Record of Shareholders	 	13	
 	5.	 	Inspection of Corporate Records	 	13	
 	6.	 	Audits of Books and Accounts	 	13	

ARTICLE XI—Miscellaneous	
 	
13	
 	1.	 	Corporate Seal	 	13	

iii

 
 	2.	 	Fiscal Year	 	13	
 	3.	 	Emergency Bylaws and Actions	 	13	
 	4.	 	Amendments	 	14	
 	5.	 	Gender	 	14	
 	6.	 	Definitions	 	14	
 	7.	 	Conflicts	 	14	
iv

 ARTICLE I
Offices
        1.     Principal Office.     The principal office of Coors Distributing Company (the "Company") shall be located in or near the City of Golden, Colorado. The Board of Directors, from time to time, may change the principal office of the Company.
        2.     Registered Office.     The registered office of the Company required by the Colorado Business Corporation Act, as it may be amended or superseded (the "Act"), to be maintained in the State of Colorado may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time by the Board of Directors.
        3.     Other Offices.     The Company may have one or more offices at such place or places within or outside the State of Colorado as the Board of Directors may from time to time determine or as the business of the Company may require.
ARTICLE II
Shareholders' Meetings
        1.     Annual Meetings.     The annual meeting of the shareholders shall be held each year during the month of April on such date and at such time and place, either within or outside the State of Colorado, as may be determined by the Board of Directors from time to time. At such meeting, the shareholders shall elect a Board of Directors and shall transact such other business as may be brought properly before the meeting.
        2.     Special Meetings.     Special meetings of shareholders for any purpose or purposes, unless otherwise prescribed by the Act or by the Articles of Incorporation, may be called at any time by the Chairman, by the President (if he is also a member of the Board of Directors) or by the Board of Directors. A special meeting shall be called by the President or the Secretary upon one or more written demands (which shall state the purpose or purposes therefor) signed and dated by the holders of shares representing not less than ten percent of all votes entitled to be cast on any issue proposed to be considered at the meeting.
        3.     Place of Special Meetings.     Special meetings of shareholders shall be held at such place or places, within or outside the State of Colorado, as may be determined by the Board of Directors and designated in the notice of the meeting. If no place is designated in the notice, or if a special meeting is called otherwise than by the Board of Directors, the place of the meeting shall be the principal office of the Company.
        4.     Notice of Meetings.     Not less than 10 nor more than 60 days prior to each annual or special meeting of shareholders, written notice of the date, time and place of each meeting, and in the case of special meetings the purpose or purposes for which the meeting is called, shall be given to each shareholder entitled to vote at such meeting. If the authorized shares of the Company are proposed to be increased, at least 30 days' notice in like manner shall be given. If the Act prescribes notice requirements for particular circumstances (as in the case of the sale, lease or exchange of the Company's assets other than in the usual and regular course of business, or the merger or dissolution of the Company), the provisions of the Act shall govern.
        5.     Waiver of Notice.     A shareholder may waive any notice, whether before or after the date or time stated in the notice as the date or time when any action will occur or has occurred. The waiver shall be in writing, be signed by the shareholder entitled to the notice, and be delivered to the Secretary for inclusion in the minutes or filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.
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        6.     Action Without A Meeting.     
        (a)   Any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting if all of the shareholders entitled to vote thereon consent in writing to the action taken. Such consent shall have the same force and effect as a unanimous vote of the shareholders.
        (b)   No action taken by written consent shall be effective unless the Company has received writings that describe and consent to the action, signed by all the shareholders entitled to vote on such action. Unless otherwise provided by the Act, action by written consent shall be effective as of the date the last writing necessary to effect the action is received by the Secretary, unless all of the writings necessary to effect the action specify a later date as the effective date of the action.
        (c)   Any shareholder who has signed a writing describing and consenting to action taken by written consent may revoke such consent by a writing signed by the shareholder describing the action and stating that the shareholder's prior consent thereto is revoked, if such writing is received by the Company before the effectiveness of the action.
        7.     Quorum.     Shareholders may take action at a meeting only if a quorum of the shares entitled to vote is represented in person or by proxy. Unless otherwise provided in the Act or in the Company's Articles of Incorporation, holders of a majority of the shares entitled to vote constitutes a quorum for action at a shareholders' meeting. If a quorum is not present, the shares present at the meeting shall have the power to adjourn the meeting, until the requisite number of shares shall be present or represented.
        8.     Adjournment.     When a meeting is for any reason adjourned to another date, time or place, notice need not be given of the adjourned meeting if the date, time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted that might have been transacted at the original meeting. If the adjournment is for more than 120 days from the date of the original meeting, a notice of the adjourned meeting shall be given to each shareholder entitled to vote at such meeting.
        9.     Voting.     Each outstanding share having the right to vote is entitled to one vote for the election of each member of the Board of Directors and on other matters submitted to a vote of the shareholders. Except where the Act or the Articles of Incorporation require a different vote, if a quorum exists, action on a matter, other than the election of directors, is approved if the votes cast favoring the action exceed the votes cast opposing the action. In an election of directors, a majority of shares entitled to vote for directors is required in order to elect a director. Shareholders may vote in person or by proxy pursuant to the provisions of the Act.
        10.     Organization of Meetings.     The chairman of the annual or any special meeting of the shareholders shall be the Chairman of the Board or, in his absence, any person designated by the Board of Directors. The Secretary or, in his absence, any person appointed by the chairman of the meeting shall act as secretary of the meeting.
        11.     Meeting by Telecommunication.     A shareholder may participate in an annual or special shareholders' meeting by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting. The Board may establish the terms and conditions under which shareholders may participate by such means and shall cause the notice of the meeting to contain such terms and conditions.
2

ARTICLE III
Board of Directors
        1.     General Powers.     The property, affairs and business of the Company shall be managed by a Board of Directors. In addition to the powers expressly conferred upon it by these Bylaws, the Board may exercise all such other powers as are not required by statute, resolution of the Board, the Articles of Incorporation, or by these Bylaws, to be exercised or done by the shareholders.
        2.     Number, Tenure and Qualification.     The number of directors may be increased to fifteen and may be decreased to any number not less than the number of shareholders from time to time, by resolution of the Board of Directors, provided that no such decrease shall have the effect of shortening the term of any incumbent director. The Board of Directors shall be elected at each annual meeting of shareholders and each director shall hold office until the next annual meeting of shareholders, until such director's successor shall be elected and shall qualify, or until such director's earlier death, resignation or removal. Directors must be natural persons at least eighteen years of age but need not be shareholders or residents of the State of Colorado.
        3.     Annual and Regular Meetings.     The Board of Directors shall hold its annual meeting without notice on the same day and at the same place as, but just following, the annual meeting of the shareholders, or at such other date, time and place as may be determined by the Board of Directors. Regular meetings of the Board of Directors shall be held without notice at such dates, times and places as may be determined by the Board of Directors by resolution.
        4.     Special Meetings.     Special meetings of the Board of Directors may be held, with proper notice, upon the call of the Chairman of the Board or by at least one-third of the members of the Board of Directors at such time and place as specified in the notice.
        5.     Notice of Special Meetings.     
        (a)   Notice of the date, time and place of each special meeting of the Board of Directors shall be given to each director at least two days prior to such meeting. The notice of a special meeting of the Board of Directors need not state the purposes of the meeting. Notice to each director of any special meeting may be given in person; by telephone, telegraph, teletype, electronically transmitted facsimile, or other form of wire or wireless communication; or by mail or private carrier.
        (b)   Oral notice to a director of any special meeting is effective when communicated. Written notice to a director of any special meeting is effective at the earliest of: (i) the date received; (ii) five days after it is mailed; or (iii) the date shown on the return receipt if mailed by registered or certified mail, return receipt requested, if the return receipt is signed by or on behalf of the director to whom the notice is addressed.
        6.     Waiver of Notice.     
        (a)   A director may waive any notice of a meeting before or after the time and date of the meeting stated in the notice. The waiver shall be in writing and signed by the director entitled to the notice. Such waiver shall be delivered to the Secretary for filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.
        (b)   A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless:
(i)
At the beginning of the meeting, or promptly upon his later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting; or
3

(ii)
If special notice was required of a particular purpose, the director objects to transacting business with respect to the purpose for which such special notice was required and does not thereafter vote for or assent to action taken at the meeting with respect to such purpose.

        7.     Action Without a Meeting.     Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent to such action in writing. Such consent shall be delivered to the Secretary for inclusion in the minutes or for filing with the corporate records. Action is taken by written consent at the time the last director signs a writing describing the action taken, unless, before such time, any director has revoked his consent pursuant to the provisions of the Act. Action taken without a meeting is effective at the time it is taken unless the directors establish a different effective date. Action taken by written consent has the same effect as action taken at a meeting of the Board of Directors, and may be described as such in any document.
        8.     Quorum and Voting.     Except as otherwise provided by the Act or by these Bylaws, a majority of the directors in office at the time of any regular or special meeting of the Board of Directors shall constitute a quorum for the transaction of business at such meeting. The vote of a majority of the directors present at the meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present may, without notice other than announcement at the meeting, adjourn the meeting from time to time until a quorum can be obtained.
        9.     Organization and Procedure.     The Board of Directors shall elect a Chairman of the Board from among its members. If the Board deems it necessary, it may elect a Vice-Chairman of the Board from among its members to perform the duties of the Chairman of the Board in his absence and such other duties as the Board of Directors may assign. The Chairman of the Board or, in his absence, the Vice-Chairman of the Board, or in his absence, any director chosen by a majority of the directors present, shall act as chairperson of the meetings of the Board of Directors. The Secretary, any Assistant Secretary, or any other person appointed by the chairperson shall act as secretary of each meeting of the Board of Directors.
        10.     Resignation.     Any director of the Company may resign at any time by giving written notice to the Board of Directors or the Secretary of the Company at the Company's principal office. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
        11.     Removal.     Any director may be removed, either with or without cause, at any time, at a special meeting of the shareholders called for such purpose, if the number of votes cast in favor of removal exceeds the number of votes cast against removal. A vacancy in the Board of Directors caused by any such removal may be filled by the shareholders at such meeting or, if such shareholders at such meeting shall fail to fill such vacancy, by a majority of the remaining directors at any time before the end of the unexpired term of the director removed.
        12.     Vacancies.     A vacancy occurring in the Board of Directors, other than a vacancy due to an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining members of the Board of Directors even if the remaining directors constitute less than a quorum, or by the affirmative vote of two directors if there are only two directors remaining, or by a sole remaining director, or by the shareholders. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office or by the shareholders. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
4

         13.     Dissenting Directors.     A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless:
        (a)   He objects at the beginning of such meeting, or promptly upon his later arrival, to the holding of the meeting or the transacting of business at the meeting;
        (b)   He contemporaneously requests that his dissent or abstention from the action taken be entered in the minutes of such meeting; or
        (c)   He gives written notice of his dissent or abstention to the presiding officer of such meeting before its adjournment or to the Secretary of the Company promptly after adjournment of such meeting.
        The right of dissent as to a specific action in a meeting of the Board or a committee is not available to a director who votes in favor of such action.
        14.     Executive and Other Committees.     Except as otherwise required by the Act, the Board of Directors, by the vote of a majority of the number of directors then in office, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in the resolution and except as otherwise prescribed by the Act, shall have and may exercise the authority delegated to them by the Board of Directors by charter, resolution or otherwise. No committee shall:
        (a)   authorize dividends or other distributions;
        (b)   approve or propose to shareholders action that the Act requires to be approved by shareholders;
        (c)   fill vacancies on the Board of Directors or on any of its committees;
        (d)   amend the Articles of Incorporation;
        (e)   adopt, amend, or repeal these Bylaws;
        (f)    approve a plan of merger not requiring shareholder approval;
        (g)   authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors; or
        (h)   authorize or approve the issuance or sale of shares, or a contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that with respect to this clause (h) the Board of Directors may authorize a committee to do so within limits specifically prescribed by the Board of Directors.
        The provisions of these Bylaws governing meetings, action without meeting, notice, waiver of notice, and quorum and voting requirements of the Board of Directors shall apply to committees and the members thereof. Each committee established by the Board of Directors shall prepare minutes of its meetings which shall be delivered to the Secretary of the Company for inclusion in the Company's records.
        15.     Compensation of Directors.     The Board of Directors shall determine and fix the compensation, if any, and the reimbursement of expenses which shall be allowed and paid to the directors. Nothing herein contained shall be construed to preclude any director from serving the Company in any other capacity or any of its subsidiaries in any other capacity and receiving proper compensation therefor.
        16.     Meeting by Telecommunication.     One or more members of the Board of Directors may participate in a meeting of the Board of Directors through the use of any means of communication by
5

which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.
ARTICLE IV
Officers
        1.     Appointment and Tenure.     The officers of the Company shall consist of a Chairman of the Board (sometimes herein called the "Chairman"), a President, a Secretary and a Treasurer. The Board of Directors may also designate and appoint such other officers and assistant officers as may be deemed necessary. The Board of Directors shall appoint the Company's officers annually or at such other times as the Board shall designate. Such officers at all times shall be subject to the supervision, direction and control of the Board of Directors. The Board of Directors may delegate, by specific resolution, to an officer the power to appoint other specified officers or assistant officers. Each officer appointed shall continue in office until the next annual meeting of the Board of Directors at which officers are appointed, or until such officer's earlier death, resignation or removal. Any two or more offices may be held by the same person. Each officer shall be a natural person who is eighteen years of age or older.
        2.     Resignation, Removal and Vacancies.     Any officer may resign at any time by giving written notice of resignation to the Board of Directors by delivery of such notice to the Secretary. Such resignation shall take effect when the notice is received by the Company unless the notice specifies a later effective date, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The Board of Directors may remove any officer at any time with or without cause. The Board of Directors may also delegate to an officer the power to remove other specified officers or assistant officers. If any office becomes vacant for any reason, the vacancy may be filled by, or as specifically authorized by, the Board of Directors. An officer appointed to fill a vacancy shall serve for the unexpired term of such officer's predecessor, or until such officer's earlier death, resignation or removal.
        3.     Temporary Delegation of Duties.     In case of the absence of any officer, or his disability to perform his duties, or for any other reason deemed sufficient by the Board of Directors, the Board may delegate the powers and duties of such officer to any other officer or to any director temporarily, provided that a majority of the whole Board concur and that no such delegation shall result in giving to the same person conflicting duties.
        4.     Chairman of The Board.     The Chairman of the Board shall preside at meetings of the Board of Directors and of the shareholders at which he is present, and shall perform such other duties as the Board of Directors may from time to time determine.
        5.     Chief Executive Officer.     The Chief Executive Officer (sometimes referred to herein as the "CEO"), if one is elected by the Board of Directors, shall perform all duties customarily delegated to the chief executive officer of a corporation and such other duties as may from time to time be assigned to him by the Board of Directors and these Bylaws.
        6.     President.     If there is no separate Chief Executive Officer, the President shall be the CEO of the Company; otherwise, the President shall be responsible to the CEO for the day-to-day operations of the Company. The President shall have general and active management of the business of the Company; shall see that all orders and resolutions of the Board of Directors are carried into effect; and shall perform all duties as may from time to time be assigned by the Board of Directors or the Chief Executive Officer.
        7.     Vice Presidents.     The Vice Presidents, if any, shall perform such duties and possess such powers as from time to time may be assigned to them by the Board of Directors or the President.
6

        8.     Secretary.     The Secretary of the Company (sometimes referred to herein as the "Secretary") shall have the duty and power to:
        (a)   Assure that all notices are given in accordance with the provisions of these Bylaws and as required by law.
        (b)   Prepare and maintain the minutes of the meetings of the shareholders, the Board of Directors and committees thereof, and other records and information required to be kept by the Company pursuant to the Act, including those records set forth in Article X of these Bylaws.
        (c)   Authenticate records of the Company.
        (d)   In general, perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by the Board of Directors or the President.
        9.     Treasurer.     The Treasurer shall have the duty and power to:
        (a)   Have the charge and custody of, and be responsible for, all funds and securities of the Company and deposit all such funds in the name of the Company in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws or as directed by the Board.
        (b)   Maintain books of account and records and exhibit such books of account and records to any of the directors of this Company at any reasonable time.
        (c)   Render a statement of the condition of the finances of the Company as requested by the Board of Directors and, if called upon to do so, make a full financial report at the annual meeting of the shareholders.
        (d)   Receive, and give receipts for, monies due and payable to the Company from any source whatsoever.
        (e)   In general, perform all of the duties incident to the office of Treasurer and such other duties as may, from time to time, be assigned to him by the Board of Directors or the President.
        10.     Assistant Secretaries and Assistant Treasurers.     The Assistant Secretaries and Assistant Treasurers, if any, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors. In the absence or at the request of the Secretary or the Treasurer, the Assistant Secretaries or Assistant Treasurers, respectively, shall perform the duties and exercise the powers of the Secretary or Treasurer, as the case may be.
        11.     Bond of Officers.     The Board of Directors may require any officer or agent to give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for such terms and conditions as the Board of Directors may specify, including without limitation for the faithful performance of such officer's duties and for the restoration to the Company of any property belonging to the Company in such officer's possession or under the control of such officer.
        12.     Compensation.     The salaries and other compensation of the officers shall be fixed or authorized from time to time by the Board of Directors. No officer shall be prevented from receiving such salary or other compensation by reason of the fact that he is also a director of the Company.
7

 ARTICLE V
Directors' Conflicts of Interest
        1.     Conflicting Interest Transaction.     The term "conflicting interest transaction" means any of the following:
        (a)   A loan or other assistance by the Company to a director of the Company or to an entity in which a director of the Company is a director or officer or has a financial interest;
        (b)   A guaranty by the Company of an obligation of a director of the Company or of an obligation of an entity in which a director of the Company is a director or officer or has a financial interest; or
        (c)   A contract or transaction between the Company and a director of the Company or between the Company and an entity in which a director of the Company is a director or officer or has a financial interest.
        2.     Effect of Conflict of Interest.     No conflicting interest transaction shall be void or voidable solely because the conflicting interest transaction involves a director of the Company or an entity in which a director of the Company is a director or officer or has a financial interest or solely because the director is present at or participates in the meeting of the Board of Directors which authorizes, approves, or ratifies the conflicting interest transaction or solely because the director's vote is counted for such purpose if:
        (a)   The material facts as to the director's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or
        (b)   The material facts as to the director's relationship or interest and as to the conflicting interest transaction are disclosed, or are known to the shareholders entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by vote of such shareholders; or
        (c)   The conflicting interest transaction is fair as to the Company as of the time it is authorized, approved, or ratified by the Board of Directors, a committee thereof, or the shareholders.
        3.     Notice to Shareholders.     The Board of Directors or a committee thereof shall not authorize a conflicting interest transaction consisting of a loan or guaranty pursuant to paragraph (a) of Section 1 above until at least 10 days after written notice of the proposed authorization of the loan or guaranty has been given to the shareholders who would be entitled to vote thereon if the issue of the loan or guaranty were submitted to a vote of the shareholders.
        4.     Interested Directors.     Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes, approves, or ratifies the contract or transaction.
ARTICLE VI
Indemnification
        1.     Directors.     The Company shall indemnify to the fullest extent allowed by the Act, but subject to all conditions and limitations provided by the Act, any person who serves or who has served at any time as a director of the Company, and any director who, at the request of the Company, serves or at
8

any time has served as a director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic corporation or other person or entity or of an employee benefit plan, against any and all liabilities and reasonable expenses incurred in connection with any action, suit, or proceeding to which such director is made a party, and which may be asserted against him in such capacity. A director shall be considered to be serving an employee benefit plan at the Company's request if his duties to the Company also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. The Company shall not indemnify a director with respect to conduct not reasonably related to his services to, or as requested by, the Company or with respect to a personal benefit improperly received by him.
        2.     Officers and Employees.     The Company shall indemnify, to the extent and in the manner described herein, any person who serves or who has served at any time as an officer or employee of the Company, and any officer or employee who, at the request of the Company, serves or at any time has served as a director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic corporation or other person or entity or of an employee benefit plan, against any and all liabilities and reasonable expenses incurred in connection with any action, suit or proceeding which is or may be asserted against the officer or employee for acts within the scope of the officer or employee's duties in such capacity, except for matters in which the person shall be adjudged in any action, suit, or proceeding to be liable for his own gross negligence or willful misconduct in the performance of any duty, and except for any personal benefit improperly received by him.
        3.     Mandatory Indemnification.     The Company shall indemnify a director, officer or employee who was wholly successful, on the merits or otherwise, in the defense of any action, suit or proceeding to which the person was a party because the person is or was a director, officer or employee, against liabilities and reasonable expenses incurred by him in connection with the action, suit or proceeding.
        4.     Agents and Fiduciaries.     The Company may indemnify a person who serves or who has served at any time as an agent or fiduciary of the Company against liabilities and reasonable expenses incurred in connection with any action, suit, or proceeding to which he is made a party, or which may be asserted against him, by reason of serving in such a capacity, in such circumstances and in such amounts as the Board of Directors shall deem appropriate.
        5.     Procedure.     In each instance in which indemnification is claimed or requested under Section 1 of this Article VI, the Board of Directors shall determine, or shall direct any person or body, as permitted by the Act, to determine (a) whether or not indemnification is permissible in the circumstances, and (b) the amount of liability and expenses with respect to which indemnification should be provided. The responsibility for implementing the indemnification of officers and employees pursuant to Section 2 of this Article VI may be assigned to such officers within the Company as the Board of Directors determines. However, the Board retains its authority to review or consider such matters in appropriate circumstances.
        6.     Other Remedies.     Except as limited by the Act, any indemnification provided herein shall be in addition to any other rights to which those indemnified may be entitled by the Act or pursuant to any agreement, vote of shareholders or otherwise, and shall be available to the heirs, personal representatives and successors of the person entitled to such indemnification.
        7.     Insurance.     The Company may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the Company, or who, while a director, officer, employee, fiduciary, or agent of the Company, is or was serving at the request of the Company as a director, officer, partner, trustee, employee, fiduciary, or agent of another domestic or foreign corporation or other person or entity or of an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from his status as a director, officer, employee, fiduciary, or agent, whether or not the Company would have power to indemnify the person against the same liability under the Act. Any such insurance may be procured from any insurance company
9

designated by the Board of Directors, whether such insurance company is formed under the laws of this state or any other jurisdiction of the United States or elsewhere, including any insurance company in which the Company has an equity or any other interest through stock ownership or otherwise.
        8.     Notice to Shareholders.     If the Company indemnifies or advances expenses to a director under this Article in connection with a proceeding by or in the right of the Company, the Company shall give written notice of the indemnification or advance to the shareholders with or before the notice of the next shareholders' meeting. If the next shareholder action is taken without a meeting at the instigation of the Board of Directors, such notice shall be given to the shareholders at or before the time the first shareholder signs a writing consenting to such action.
        9.     Selection of Counsel.     Notwithstanding any other provision of the Article, the Company may condition the right to indemnification of a director, officer or employee on its right to select legal counsel representing such director, officer or employee on the terms of this section 9.
        The Company shall have the right to select counsel for any director, officer or employee in any legal action that may give rise to indemnification under this Article VI provided that: (a) the Company consults with the director, officer or employee seeking indemnification with respect to the selection of competent legal counsel; and (b) the Company pays all reasonable fees and costs incurred by the attorney in defending the director, officer or employee (subject to the Company's right to recover such fees and costs if it is determined at the conclusion of the action, suit or proceeding that there is no right of indemnification).
        Notwithstanding any other provision of this Article, the Company shall not be responsible for indemnification of any director, officer or employee who declines to use counsel reasonably selected by the Company as provided in this Section 9. Counsel shall be deemed to be reasonably selected by the Company if such counsel is a competent attorney who can independently represent the director, officer or employee consistent with the applicable ethical standards of the Code of Professional Responsibility.
ARTICLE VII
Execution of Instruments; Loans; Checks and Endorsements; Deposits; Proxies
        1.     Execution of Instruments.     Except as otherwise provided by the Board of Directors, the Chairman, the President, any Vice President, the Treasurer or the Secretary shall have the power to execute and deliver on behalf of and in the name of the Company any instrument requiring the signature of an officer of the Company. Unless authorized to do so by these Bylaws or by the Board of Directors, no assistant officer, agent or employee shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.
        2.     Borrowing.     No loan shall be contracted on behalf of the Company, and no evidence of indebtedness shall be issued, endorsed or accepted in its name, unless authorized by the Board of Directors or a committee designated by the Board of Directors so to act. Such authority may be general or confined to specific instances. When so authorized, an officer may (a) effect loans at any time for the Company from any bank or other entity and for such loans may execute and deliver promissory notes or other evidences of indebtedness of the Company; and (b) mortgage, pledge or otherwise encumber any real or personal property, or any interest therein, owned or held by the Company as security for the payment of any loans or obligations of the Company, and to that end may execute and deliver for the Company such instruments as may be necessary or proper in connection with such transaction.
        3.     Attestation.     All signatures authorized by this Article may be attested, when appropriate or required, by any officer of the Company except the officer who signs on behalf of the Company.
10

        4.     Loans to Directors, Officers and Employees.     The Company may lend money to, guarantee the obligations of, and otherwise assist directors, officers and employees of the Company, or directors of another corporation of which the Company owns a majority of the voting stock, only upon compliance with the requirements of the Act.
        5.     Checks and Endorsements.     All checks, drafts or other orders for the payment of money, obligations, notes or other evidences of indebtedness issued in the name of the Company and other such instruments shall be signed or endorsed for the Company by such officers or agents of the Company as shall from time to time be determined by resolution of the Board of Directors, which resolution may provide for the use of facsimile signatures.
        6.     Deposits.     All funds of the Company not otherwise employed shall be deposited from time to time to the Company's credit in such banks or other depositories as shall from time to time be determined by resolution of the Board of Directors, which resolution may specify the officers or agents of the Company who shall have the power, and the manner in which such power shall be exercised, to make such deposits and to endorse, assign and deliver for collection and deposit checks, drafts and other orders for the payment of money payable to the Company or its order.
        7.     Voting of Securities of Other Entities.     Unless otherwise provided by resolution of the Board of Directors, the Chairman, Chief Executive Officer, or the President, or any officer designated in writing by any of them, is authorized to attend in person, or may execute written instruments appointing a proxy or proxies to represent the Company at, all meetings of any corporation, partnership, limited liability company, association, joint venture, or other entity in which the Company holds any securities or other interests and may execute written waivers of notice with respect to any such meetings. At all such meetings, any of the foregoing officers, in person or by proxy as aforesaid and subject to the instructions, if any, of the Board of Directors, may vote the securities or interests so held by the Company, may execute any other instruments with respect to such securities or interests, and may exercise any and all rights and powers incident to the ownership of said securities or interests. Any of the foregoing officers may execute one or more written consents to action taken in lieu of a formal meeting of such corporation, partnership, limited liability company, association, joint venture, or other entity.
ARTICLE VIII
Shares of Stock
        1.     Certificates of Stock.     The issuance or sale of shares of stock by the Company shall be made only upon authorization by the Board of Directors. Stock certificates shall be in a form designated by the Board of Directors which complies with provisions of the Act. They shall be numbered in the order of their issue and shall be signed by the President or the CEO and by the Secretary or the Treasurer. Facsimile signatures may be used if the certificate is countersigned by a transfer agent. A transfer agent may be an independent third party, the Company itself, or an employee of the Company. The validity of any certificate for shares, otherwise valid, shall not be affected in the event that the delivery of such a certificate occurs after an officer or agent whose signature appears therein is no longer an officer or agent. The stock record books and the blank stock certificate books shall be kept by the Secretary or by any other officer or agent designated by the Board of Directors for that purpose. Notice of any restrictions on the transfer of stock shall be printed or typed on each stock certificate issued by the Company.
        2.     Shares Without Certificates.     The Board of Directors may authorize the issuance of shares of the Company without certificates. Such authorization shall not affect shares already represented by certificates until they are surrendered to the Company. Within a reasonable time following the issue or transfer of shares without certificates, the Company shall send the shareholder a complete written statement of the information that would be required on certificates by the Act.
11

        3.     Transfer of Stock.     Subject to any transfer restrictions set forth or referred to on the stock certificate or of which the Company otherwise has notice, shares of the Company shall be transferable on the books of the Company upon presentation to the Company or to the Company's transfer agent of a stock certificate signed by, or accompanied by an executed assignment from, the holder of record thereof, his duly authorized legal representative, or other appropriate person as permitted by the Act. The Company may require that any transfer of shares be accompanied by proper evidence reasonably satisfactory to the Company or to the Company's transfer agent that such endorsement is genuine and effective. Upon presentation of shares for transfer as provided above, the payment of all taxes, if any, therefor, and the satisfaction of any other requirement of law, including inquiry into and discharge of any adverse claims of which the Company has notice, the Company shall issue a new certificate to the person entitled thereto and cancel the old certificate. Every transfer of stock shall be entered on the stock books of the Company to accurately reflect the record ownership of each share. The Board of Directors also may make such additional rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the Company.
        4.     Restrictions on Transfer.     All shares of stock in the Company are transferable and any shareholder may sell, assign, or transfer his shares of stock, provided that no shareholder shall sell his shares in the Company without first offering such shares for sale to the other shareholders of record in accordance with any existing shareholder agreement. Any such agreement shall be kept on file in the principal office of the Company and shall be available for inspection by any shareholder or any person desiring to purchase stock in the Company.
        5.     Holders of Record.     The Company shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as may be allowed by these Bylaws or required by the laws of Colorado.
        6.     Shares Held for the Account of a Specified Person or Persons.     The Board of Directors, in the manner provided by the Act, may adopt a procedure whereby a shareholder of the Company may certify in writing to the Company that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons.
        7.     Lost, Destroyed and Mutilated Certificates.     The holder of any stock of the Company shall notify the Company of any loss, destruction, or mutilation of the certificate therefor and the Secretary shall cause a new certificate or certificates to be issued to him upon the surrender of the mutilated certificate or, in case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction and, in the discretion of the Secretary, the deposit of a bond in such form and amount (not exceeding double the value of the stock represented by such certificate) and with such surety or sureties as the Secretary may require.
ARTICLE IX
Dividends and Other Distributions
        Subject to the provisions of the Act, dividends and other distributions may be declared by the Board of Directors in such form, frequency and amounts as the condition of the affairs of the Company shall render advisable.
ARTICLE X
Corporate Records
        1.     Permanent Records.     The Company shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or the Board
12

of Directors without a meeting, a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Company, and a record of all waivers of notices of meetings of shareholders and of the Board of Directors or any committee of the Board of Directors.
        2.     Records at Principal Office.     The Company shall comply with the provisions of the Act regarding maintenance of records and shall keep the following records at its principal office:
        (a)   its Articles of Incorporation;
        (b)   its Bylaws;
        (c)   the minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three years;
        (d)   all written communications within the past three years to shareholders as a group or to the holders of any class or series of shares as a group;
        (e)   a list of the names and business addresses of its current directors and officers;
        (f)    a copy of its most recent corporate report delivered to the Secretary of State pursuant to the Act; and
        (g)   all financial statements prepared for periods ending during the last three years that a shareholder could have requested pursuant to the Act.
        3.     Addresses of Shareholders.     Each shareholder shall furnish to the Secretary of the Company or the Company's transfer agent an address to which notices from the Company, including notices of meetings, may be directed and if any shareholder shall fail so to designate such an address, it shall be sufficient for any such notice to be directed to such shareholder at such shareholder's address last known to the Secretary or transfer agent.
        4.     Record of Shareholders.     The Secretary shall maintain, or shall cause to be maintained, a record of the names and addresses of the Company's shareholders, in a form that permits preparation of a list of shareholders that is arranged by voting group and, within each voting group, by class or series of shares, that is alphabetical within each class or series, and that shows the address of, and the number of shares of each class or series held by, each shareholder.
        5.     Inspection of Corporate Records.     Shareholders shall have those rights to receive by mail or to inspect and copy such Company records, pursuant to such procedures, as provided in the Act.
        6.     Audits of Books and Accounts.     The Company's books and accounts may be audited at such times and by such auditors as shall be specified and designated by resolution of the Board of Directors.
ARTICLE XI
Miscellaneous
        1.     Corporate Seal.     The corporate seal shall be in the form approved by resolution of the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. The impression of the seal may be made and attested by either the Secretary or any Assistant Secretary for the authentication of contracts or other papers requiring the seal.
        2.     Fiscal Year.     The fiscal year of the Company shall be as established by the Board of Directors.
        3.     Emergency Bylaws and Actions.     Subject to repeal or change by action of the shareholders, the Board of Directors may adopt emergency bylaws and exercise other powers in accordance with and pursuant to the provisions of the Act.
13

        4.     Amendments.     The Board of Directors may amend, restate, or repeal the Bylaws or adopt new Bylaws by the affirmative vote of the number of directors constituting a majority of the full Board of Directors. The shareholders also may amend, restate, or repeal the Bylaws or adopt new Bylaws. The power of the Board of Directors to amend or repeal the Bylaws or to adopt new Bylaws may be limited by the Articles of Incorporation; by adoption of an amendment to the Articles of Incorporation, or by an amendment to the Bylaws adopted by the shareholders which reserves such authority in whole or in part to said shareholders with respect to a particular Bylaw.
        5.     Gender.     The masculine gender is used in these Bylaws as a matter of convenience only and shall be interpreted to include the feminine gender as the circumstances indicate.
        6.     Definitions.     Terms not otherwise defined in these Bylaws shall have the meanings set forth in the Act.
        7.     Conflicts.     In the event of any irreconcilable conflict between these Bylaws and either the Articles of Incorporation or the Act, the Articles of Incorporation shall control; provided that, if there is any irreconcilable conflict between the Articles of Incorporation and the Act, then the Act shall control.
        The foregoing Bylaws of Coors Distributing Company, consisting of 21 pages, amended and restated as of November 17, 1997, were approved and adopted by the Board of Directors on this 17th day of November 1997.

 	 	/s/ Patricia Smith

Secretary	
14

 
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Exhibit 4.9

 	 	 	 	FILED
DONETTA DAVIDSON
COLORADO SECRETARY OF STATE	
 	 	 	 	20001250982 C
$100.00
SECRETARY OF STATE
12-22-2000 10:19:27	
 
 COMBINED

CERTIFICATE OF LIMITED PARTNERSHIP

AND

REGISTRATION STATEMENT

FOR

COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P.
        Pursuant to section 7-62-201 of the Colorado Uniform Limited Partnership Act of 1981 and section 7-64-1002 of the Colorado Uniform Partnership Act (1997), Coors Worldwide, Inc., a Colorado corporation, as the general partner of Coors International Market Development, L.L.L.P. (the "Partnership"), hereby states and certifies as follows:
        1.     The name of the Partnership is Coors International Market Development, L.L.L.P.
        2.     The name and address of the Partnership's registered agent are as follows:
M. Caroline Turner
311 10 th Street NH311
Golden, Colorado 80401
        3.     The name and mailing address of the sole general partner of the Partnership is as follows:
Coors Worldwide, Inc.
c/o Coors Brewing Company
311 10 th Street NH311
Golden, Colorado 80401
        4.     There are at least two partners in the Partnership, at least one of whom is a limited partner.
        5.     In any case not provided for by the Colorado Uniform Limited Partnership Act of 1981 (article 62 of title 7 of Colorado Revised Statutes), the Partnership elects to be governed by the Colorado Uniform Partnership Act (1997) (article 64 of title 7 of Colorado Revised Statutes).
        6.     The address of the Partnership's chief executive office is as follows:
311 10 th Street
Golden, Colorado 80401
        7.     The Partnership hereby declares that it is a limited liability limited partnership organized under Colorado law.

        This Combined Certificate of Limited Partnership and Registration Statement has been executed under penalties of perjury on the dates set forth below.

GENERAL PARTNER:	 	 	 	 	

COORS WORLDWIDE, INC.	
 	
Dated: December 21, 2000	

 	
By:	
 	
/s/   ANNITA M. MENOGAN       

 	
 	 	Name:	 	ANNITA M. MENOGAN
	 	 	
 	 	Title:	 	Assistant Secretary

 	 	 	 	FILED
DONETTA DAVIDSON
COLORADO SECRETARY OF STATE	
 	 	Secretary of State
Corporations Section	 	For office use only    003	
 	 	 	 	20011145506 C
$5.00
SECRETARY OF STATE
07-24-2001 10:44:27	
MUST BE TYPED
 FILING FEE: $5.00
MUST SUBMIT TWO COPIES	 	dllp-20001250982	 	 	

Please include a typed self addressed envelope	
 	
STATEMENT OF CHANGE OF
REGISTERED OFFICE OR
REGISTERED AGENT, OR BOTH	

Pursuant to the provisions of the Colorado Business Corporation Act, the Colorado Nonprofit Corporation Act, the Colorado Uniform Limited Partnership Act of 1981 and the Colorado Limited Liability Company Act, the undersigned, organized under the laws of: Colorado submits the following statement for the purpose of changing its registered office or its registered agent, or both, in the state of Colorado:	

FIRST:	
 	
The name of the corporation, limited partnership or limited liability company is: COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P.	
 
SECOND:	
 	
Street address of current REGISTERED OFFICE is: 311 10th St. NH311, Golden, CO 80401	

 	
and if changed, the new street address is: 1560 Broadway, Denver, Colorado 80202	

THIRD:	
 	
The name of its current REGISTERED AGENT is: Caroline M. Turner	

 	
and if changed, the new registered agent is: Corporation Service Company	

 	
Signature of New Registered Agent By: /s/ CHRISTINE J. GATES
                                                                         Christine J. Gates, AVP	

 	
Principal place of business 311 10th Street, Mail Stop #BC 541, PO Box 467 Golden, CO, 80401	

The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.	

FOURTH:	
 	
If changing the principal place of business address ONLY, the new address is: [BLANK]	

 	
Signature	
 	
/s/   ANNITA M. MENOGAN       
	
 	 	Title:	 	Annita M. Menogan, Assistant Secretary

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 COMBINED CERTIFICATE OF LIMITED PARTNERSHIP AND REGISTRATION STATEMENT FOR COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P.
 
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Exhibit 4.10
 
 COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P.

AGREEMENT OF LIMITED PARTNERSHIP

 
 COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P.

AGREEMENT OF LIMITED PARTNERSHIP
TABLE OF CONTENTS

 	 	 	 	Page
	
ARTICLE I	 	FORMATION OF THE LIMITED PARTNERSHIP	 	1	
 	1.1	 	Formation	 	1	
 	1.2	 	Certificate of Limited Partnership	 	1	
 	1.3	 	Business	 	1	
 	1.4	 	Principal Office	 	1	
 	1.5	 	Term	 	1	

ARTICLE II	
 	
DEFINITIONS	
 	
2	
 	2.1	 	Affiliate	 	2	
 	2.2	 	Carrying Value	 	2	
 	2.3	 	Cash Flow	 	2	
 	2.4	 	Code	 	2	
 	2.5	 	Person	 	2	
 	2.6	 	Profit or Loss	 	2	
 	2.7	 	Sharing Ratios	 	2	
 	2.8	 	Treasury Regulations	 	2	

ARTICLE III	
 	
CAPITAL CONTRIBUTIONS	
 	
2	

ARTICLE IV	
 	
MANAGEMENT POWERS	
 	
3	
 	4.1	 	Limited Liability	 	3	
 	4.2	 	Management Authority	 	3	
 	4.3	 	Information Relating to the Partnership	 	3	
 	4.4	 	Tax Matters Partner	 	3	
 	4.5	 	Other Activities	 	4	
 	4.6	 	Exculpation	 	4	

ARTICLE V	
 	
DISTRIBUTIONS TO THE PARTNERS	
 	
4	

ARTICLE VI	
 	
ALLOCATIONS OF PROFITS AND LOSSES	
 	
5	
 	6.1	 	In General	 	5	
 	6.2	 	Sharing of Nonrecourse Liabilities	 	5	

ARTICLE VII	
 	
ALLOCATION OF TAXABLE INCOME AND TAX LOSSES	
 	
5	
 	7.1	 	In General	 	5	
 	7.2	 	Allocation of Section 704(c) Items	 	5	

ARTICLE VIII	
 	
ACCOUNTING AND REPORTING	
 	
5	
 	8.1	 	Books	 	5	
 	8.2	 	Capital Accounts	 	5	
 	8.3	 	Transfers During Year	 	6	
 	8.4	 	Section 754 Election	 	6	

ARTICLE IX	
 	
TRANSFER OF PARTNERS' INTEREST	
 	
6	
 	9.1	 	Assignment	 	6	
 	9.2	 	Transfers; General	 	6	

ARTICLE X	
 	
EVENTS OF DISSOLUTION	
 	
7	
 	10.1	 	Events of Dissolution	 	7	
 	 	 	 	 	
ii

 
 	10.2	 	Limited Partner	 	7	
 	10.3	 	Waiver of Appraisal, Valuation Rights and Partition	 	7	

ARTICLE XI	
 	
DISSOLUTION AND TERMINATION	
 	
8	
 	11.1	 	Final Accounting	 	8	
 	11.2	 	Liquidation	 	8	
 	11.3	 	Distribution in Kind	 	8	
 	11.4	 	Waiver of Right to Court Decree of Dissolution	 	8	

ARTICLE XII	
 	
POWER OF ATTORNEY	
 	
8	
 	12.1	 	Grant of Power	 	8	
 	12.2	 	Survival	 	9	

ARTICLE XIV	
 	
GENERAL PROVISIONS	
 	
10	
 	14.1	 	Entire Agreement	 	10	
 	14.2	 	Amendment	 	10	
 	14.3	 	Applicable Law	 	10	
 	14.4	 	Pronouns	 	10	
 	14.5	 	Counterparts	 	10	
 	14.6	 	Additional Documents	 	10	
 	14.7	 	Written Consents	 	10	
iii

 
 COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P.

AGREEMENT OF LIMITED PARTNERSHIP
        THIS AGREEMENT OF LIMITED PARTNERSHIP (this "Agreement") is entered into this 22nd day of December, 2000, between COORS WORLDWIDE, INC., a Colorado corporation (the "General Partner"), and COORS BREWING COMPANY, a Colorado corporation (the "Limited Partner"). The parties are sometimes referred to herein collectively as the "Partners" and individually as a "Partner." In consideration of the mutual promises contained herein, the parties agree as follows:
 
 ARTICLE I 

FORMATION OF THE LIMITED PARTNERSHIP
        1.1     Formation.     The parties hereby form a limited partnership under the name COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P. (the "Partnership") upon the terms and conditions provided in this Agreement, subject to the provisions of the Colorado Uniform Limited Partnership Act of 1981, as amended (the "Act"). In any case not provided for by the Act, the Partnership elects to be governed by the Colorado Uniform Partnership Act (1997) (the "UPA"). To the full extent permitted by the Act or the UPA, this Agreement shall control as to any conflict between this Agreement and the Act or the UPA, or as to any matter provided for in this Agreement that is also provided for in the Act or the UPA. The parties intend that the Partnership shall be taxed as a partnership.
        1.2     Certificate of Limited Partnership.     The General Partner, acting directly or through an attorney-in-fact, shall promptly execute a combined certificate of limited partnership (as defined in the Act) and registration statement for the Partnership as a limited liability limited partnership under the name COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P., pursuant to section 7-64-1002, Colorado Revised Statutes, and shall cause such combined certificate and registration statement to be filed for record in the office of the Secretary of State of the State of Colorado, and shall execute such further documents (including amendments to the certificate and the registration statement) and take such further action as shall be appropriate or helpful to comply with the requirements of law for the formation and operation of a limited liability limited partnership in Colorado, the counties therein, and all other states, counties and other jurisdictions where the Partnership elects to carry on its business.
        1.3     Business.     The business of the Partnership shall be (i) to brew, export, market and sell Coors beer and other malt beverage products, to contract for any and all services necessary or convenient to accomplish the foregoing purposes, and to acquire any and all intellectual property and other rights necessary or convenient to accomplish the foregoing purposes; (ii) in furtherance of the business described in clause (i), to form, invest in and hold stock or interests in corporations, partnerships or other entities through which the Partnership elects to carry on its business; (iii) to obtain financing and refinancing to accomplish the foregoing purposes; (iv) to do any and all other things necessary, desirable or incidental to the foregoing purposes; and (v) to transact any and all other businesses for which limited liability limited partnerships may be formed under the Act.
        1.4     Principal Office.     (a) The principal office of the Partnership shall be at 311 10 th Street, Golden, Colorado 80401, or at such other location in that city as the General Partner may select from time to time.
        (b)   The Partnership's agent for service of process shall be M. Caroline Turner.
        1.5     Term.     The Partnership shall commence on the date that the certificate of limited partnership is filed in the office of the Secretary of State of the State of Colorado and shall continue until terminated as provided in Article XII hereof.

 
 ARTICLE II 

DEFINITIONS
        The following terms shall have the following meanings:
        2.1     Affiliate.     With respect to any Person, an "Affiliate" is a Person that controls, is controlled by or is under common control with, such Person.
        2.2     Carrying Value.     The initial Carrying Value of a property contributed to the Partnership by a Partner shall be the agreed value (as determined by the General Partner and the contributing Partner) of such property. The initial Carrying Value of any other property acquired by the Partnership shall be the adjusted basis of such property for federal income tax purposes at the time it is acquired by the Partnership. The initial Carrying Value of a property shall be reduced (but not below zero) by all subsequent depreciation, cost recovery, and amortization deductions with respect to such property as taken into account in determining Profit and Loss. The Carrying Value of any property shall be adjusted from time to time in accordance with section 8.2(b), and to reflect changes, additions or other adjustments to the Carrying Value as the result of dispositions, acquisitions or improvements of Partnership properties, as determined by the General Partner.
        2.3     Cash Flow.     The Profit or Loss for any applicable period (i) as increased by adding back any depreciation or amortization deductions and any other noncash expenses included in computing such profit or loss, (ii) as decreased by the principal payments for that period on any Partnership indebtedness (net of principal payments made out of refinancing proceeds), (iii) as decreased by any capital expenditures, and (iv) as increased or decreased by reductions or additions in cash reserve accounts.
        2.4     Code.     The Internal Revenue Code of 1986, as amended from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law.
        2.5     Person.     Any individual, general or limited partnership, joint venture, corporation, trust, business trust or association or any organization substantially similar to any of the foregoing.
        2.6     Profit or Loss.     The income or loss of the Partnership as determined under general accounting principles applicable to similar partnerships using the accrual method of accounting, but taking into account the Carrying Value of any asset for purposes of depreciation, amortization and gain or loss with respect to the asset.
        2.7     Sharing Ratios.     The "Sharing Ratios" of the Partners shall be 99.0% for the General Partner and 1.0% for the Limited Partner, which amounts reflect the relative contributions of the Partners.
        2.8     Treasury Regulations.     Regulations issued by the Department of Treasury under the Code. Any reference herein to a specific section or sections of the Treasury Regulations shall be deemed to include a reference to any corresponding provision of future regulations under the Code.
 
 ARTICLE III 

CAPITAL CONTRIBUTIONS
        On or before January    , 2001, the General Partner shall, in return for its partnership interest, (i) assign to the Partnership all of the General Partner's rights under the Coors IMD License Agreement between Coors Brewing Company and the General Partner, and (ii) assign to the Partnership all of the General Partner's rights under the Importer Purchase Agreement between V. Suarez & Co., Inc. (the General Partner is the assignee of Coors Brewing Company's rights under such agreement). In return for its partnership interest, the Limited Partner shall contribute to the Partnership in cash, on or before January      , 2001, the sum of $10,000.
2

 
 ARTICLE IV 

MANAGEMENT POWERS
        4.1     Limited Liability.     The liability of the Limited Partner shall be limited as set forth in the Act. Except as permitted by Colorado law, the Limited Partner shall take no part in the control, management, direction or operation of the affairs of the Partnership and shall have no power to bind the Partnership. The General Partner may from time to time seek suggestions and expressions of opinion from the Limited Partner on major policy decisions, but it need not act on such advice, and at all times the sole control and management of the Partnership shall rest with the General Partner.
        4.2     Management Authority.     (a) The General Partner is hereby expressly authorized on behalf of the Partnership to make all decisions with respect to the Partnership's business, to take all actions to carry out such decisions and to bind the Partnership contractually. Without limiting the generality of the foregoing, the General Partner is authorized on behalf of the Partnership to:
        (i)    expend Partnership funds;
        (ii)   borrow money and grant security interests in the Partnership assets;
        (iii)  employ persons, firms or corporations for services to the Partnership;
        (iv)  buy, sell, encumber and otherwise deal with Partnership property ( provided, however , that the Partnership may not transfer all or substantially all of its property, either in one or a series of transactions, without prior written documentation whereby all the Partners expressly consent to and approve the Partnership's transfer of such property);
        (v)   compromise and release claims of the Partnership;
        (vi)  cause the Partnership to guaranty obligations of others in furtherance of the business of the Partnership and otherwise to extend the credit of the Partnership;
        (vii) enter into nominee agreements with any person (including the General Partner so acting) to hold title to Partnership properties as nominee; and
        (viii) make distributions to the Partners.
        (b)   All documents executed on behalf of the Partnership must be signed by the General Partner, including (i) all assignments, leases, licenses, distribution agreements and all other contracts and agreements of any type; (ii) all checks, drafts and other orders for the payment of Partnership funds; (iii) all promissory notes, mortgages, deeds of trust, security agreements, financing statements and other similar documents; and (iv) all other instruments of any kind or nature relating to the affairs of the Partnership whether like or unlike the foregoing.
        4.3     Information Relating to the Partnership.     Upon request, the General Partner shall supply to the other Partners any information requested regarding the Partnership or its activities, provided that obtaining the information is not unduly burdensome to the General Partner. During ordinary business hours, any Partner or its authorized representative shall have access to all books, records and materials in the Partnership's offices regarding the Partnership or its activities.
        4.4     Tax Matters Partner.     The General Partner is designated as the tax matters partner (as defined in section 6231(a)(7) of the Code) and is authorized to represent the Partnership in connection with all examinations of the Partnership's affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Notwithstanding the foregoing, the tax matters partner shall promptly notify all Partners of the commencement of any audit, investigation or other proceeding concerning the tax treatment of Partnership tax items, shall keep all Partners adequately informed of such proceedings, and upon the
3

request of any Partner shall promptly take appropriate action to cause such Partner to be a "notice partner" as defined in section 6231(a)(8) of the Code.
        4.5     Other Activities.     The General Partner shall devote such time to the business of the Partnership as necessary for the efficient operation of the Partnership's business.
        4.6     Exculpation.     In carrying out their duties hereunder the Partners shall not be liable to the Partnership nor to any Partner for their good faith actions, or failure to act, nor for any errors of judgment, nor for any act or omission believed in good faith to be within the scope of authority conferred by this Agreement, but only for willful misconduct or gross negligence in the performance of their duties under this Agreement. The Partnership shall indemnify and hold harmless each of the Partners and their officers, directors, partners, agents, employees and Affiliates as to third parties against and from any personal loss, liability or damage incurred as a result of any act or omission of any Partner believed in good faith to be within the scope of authority conferred by this Agreement, except for willful misconduct or gross negligence, but not in excess of the value of the net assets of the Partnership as of the date the General Partner learns of such act or omission resulting in the personal loss, liability or damage to a third party (the "Date of Notice"). In all cases, indemnification shall be provided only out of and to the extent of the net assets of the Partnership as of the Date of Notice, and no individual Partner shall have any personal liability whatsoever on account thereof. In no event shall the Partnership be liable to a third party under this section 4.6 for the amount of any additional contributions made to the Partnership after the Date of Notice or for the amount of any increase in value of any Partnership assets after the Date of Notice. Notwithstanding the foregoing, the Partnership's indemnification of the Partners and their officers, directors, agents and employees as to a third party shall be only with respect to such loss, liability or damage that is not otherwise compensated for by insurance carried for the benefit of the Partnership.
 
 ARTICLE V 

DISTRIBUTIONS TO THE PARTNERS
        Subject to section 11.2(a) hereof, distributions shall be made to the Partners in accordance with their Sharing Ratios at such times as the General Partner shall determine.
4

 
 ARTICLE VI 

ALLOCATIONS OF PROFITS AND LOSSES
        6.1     In General.     All profit and losses of the Partnership shall be allocated between the Partners in accordance with their relative Sharing Ratios; provided, however , that (i) no loss shall be allocated to the Limited Partner to the extent that such loss would cause the Limited Partner's capital account to be negative by an amount greater than the sum of the Limited Partner's shares, if any, of "partnership minimum gain" and "partner nonrecourse debt minimum gain," as determined in accordance with sections 1.704-2(g) and 1.704-2(i), respectively, of the Treasury Regulations, and (ii) profits shall first be allocated to the General Partner to reverse out any losses allocated to the General Partner in prior years by reason of item (i) immediately above. In addition, all provisions of this Agreement shall be interpreted so that any allocation to be made to any Partner shall satisfy the alternate test for economic effect set forth in section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations, including (without limitation) the requirement that this Agreement contain a "qualified income offset" as required by such provision of the Treasury Regulations.
        6.2     Sharing of Nonrecourse Liabilities.     For purposes of determining a Partner's share of nonrecourse liabilities under Treasury Regulation § 1.752-3(a)(3), the Partner's interest in the Profits of the Partnership shall be as provided in section 6.1.
 
 ARTICLE VII 

ALLOCATION OF TAXABLE INCOME AND TAX LOSSES
        7.1     In General.     Except as provided in section 7.2, each item of income, gain, loss and deduction of the Partnership for federal income tax purposes shall be allocated between the Partners in the same manner as such item is allocated for book purposes under Article VI.
        7.2     Allocation of Section 704(c) Items.     The Partners recognize that with respect to property contributed to the Partnership by a Partner and with respect to property revalued in accordance with section 8.2(b) (referred to as "Adjusted Properties"), there will be a difference between the agreed values or Carrying Values, as the case may be, of such property at the time of contribution or revaluation, as the case may be, and the adjusted tax basis of such property at that time. All items of tax depreciation, cost recovery, amortization and gain or loss with respect to such contributed properties and Adjusted Properties shall be allocated among the Partners to take into account the book-tax disparities with respect to such properties in accordance with the provisions of sections 704(b) and 704(c) of the Code and the Treasury Regulations under those sections. Any gain or loss attributable to a contributed property or an Adjusted Property (exclusive of gain or loss allocated to eliminate such book-tax disparities) shall be allocated in the same manner as such gain or loss would be allocated for book purposes under Article VI.
 
 ARTICLE VIII 

ACCOUNTING AND REPORTING
        8.1     Books.     The General Partner shall maintain complete and accurate books of account of the Partnership's affairs at the principal office of the Partnership. The Partnership's books shall be kept on the accrual basis of accounting and on a calendar year accounting period.
        8.2     Capital Accounts.     (a) The General Partner shall maintain a separate capital account for each Partner and such other Partner accounts as may be necessary or desirable to comply with the requirements of section 1.704-1(b)(2)(iv) of the Treasury Regulations. The initial capital accounts of the Partners shall hereafter be adjusted as follows: (i) increased by the amount of all cash capital contributions and the net agreed value of all capital contributions of property other than cash (with
5

such net agreed value determined by the General Partner and the contributing Partner) made by such Partner to the Partnership; (ii) increased by all Partnership profits allocated to such Partner pursuant to Article VI; (iii) decreased by all items of Partnership loss allocated to such Partner pursuant to Article VI; and (iv) decreased by the amount of all distributions of cash and the net value of all distributions of property made to such Partner pursuant to this Agreement.
        (b)   Prior to the actual or deemed distribution of any Partnership property (other than cash), the capital accounts of the Partners and the Carrying Values of all Partnership properties shall be adjusted immediately prior to such distribution upward or downward to reflect any unrealized gain or unrealized loss attributable to such Partnership property (as if such unrealized gain or unrealized loss had been recognized upon an actual sale of each property at that time and had been allocated among the Partners pursuant to Article VI). Upon an issuance of additional interests in the Partnership for cash or property the capital accounts of the Partners and the Carrying Values of all Partnership properties shall be adjusted immediately prior to such issuance upwards or downwards to reflect any unrealized gain or unrealized loss with respect to each Partnership property (as if such unrealized gain or unrealized loss had been recognized upon an actual sale of each such property immediately prior to such issuance, and had been allocated among the Partners, at such times, pursuant to Article VI). In determining such unrealized gain or unrealized loss, the aggregate fair market value of Partnership properties as of any date of determination shall be determined by the General Partner.
        (c)   A transferee of a Partnership interest shall succeed to the capital account attributable to the Partnership interest transferred, except that if the transfer causes a termination of the Partnership under section 708(b)(1)(B) of the Code, the Partnership properties shall be deemed to have been distributed in liquidation of the Partnership to the Partners (including the transferees of the Partnership interests) and deemed recontributed by such Partners and transferees in reconstitution of the Partnership. In such event, the Carrying Values of the Partnership properties shall be adjusted immediately prior to such deemed distribution to reflect market value (and such adjusted Carrying Value shall constitute the agreed values of such properties for purposes of the deemed contribution to the reconstituted Partnership). The capital accounts of such reconstituted Partnership shall be maintained in accordance with the principles of this section 8.2.
        8.3     Transfers During Year.     The share of profits and losses under Article VI of a Partner who transfers part or all of its interest in the Partnership during the Partnership's accounting year shall be made by a closing of the Partnership's books as of the effective time of such transfer.
        8.4     Section 754 Election.     If requested by a Partner or the transferee of all or any portion of any Partner's interest in the Partnership, the Partnership shall make the election provided for under section 754 of the Code.
 
 ARTICLE IX 

TRANSFER OF PARTNERS' INTEREST
        9.1     Assignment.     Neither Partner may sell, assign or otherwise transfer its interest, or any part thereof, in the Partnership without the prior written consent of all other Partners, which consent may be granted or withheld in the sole and absolute discretion of each such other Partner.
        9.2     Transfers; General.     (a) An assignee, legatee, distributee or transferee (by conveyance, operation of law or otherwise) of the whole or any portion of a Limited Partner's interest in the Partnership shall have the right to be admitted as a Limited Partner in the Partnership if the transferor of the interest grants such right and the General Partner consents to such admission. The grant or denial of a request for such consent shall be within the absolute discretion of the General Partner and the General Partner may consent to a transfer under section 9.1 without consenting to the admission of the transferee as a limited partner under this section. An assignee of a Limited Partner who is not
6

admitted as a Limited Partner shall be entitled only to the distributions to which such assignee's assignor would otherwise be entitled.
        (b)   If a Limited Partner shall die, his executor, administrator or trustee, or, if he shall be adjudicated insane or incompetent, his committee, conservator or representative, or if the Limited Partner shall be dissolved, merged or consolidated, its successor in interest, shall have the same rights and obligations that such Limited Partner would have had if he had not died or had not been adjudicated insane or incompetent or had not been dissolved, merged or consolidated, except that the executor, administrator, trustee, committee, conservator, representative or successor shall not become a substituted Limited Partner without the prior written consent of the General Partner, which consent may be granted or withheld in the sole and absolute discretion of the General Partner.
        (c)   No transfer of any partnership interest otherwise permitted under this Agreement shall be effective for any purpose whatsoever until the transferee shall have assumed the transferor's obligations to the extent of the interest transferred and shall have agreed to be bound by all the terms and conditions hereof, by written instrument, duly acknowledged, in form and substance reasonably satisfactory to the General Partner.
        (d)   As conditions to his admission as a Limited Partner (i) any assignee, legatee, distributee, transferee or successor of a Limited Partner ("Assignee") shall execute and deliver such instruments, in form and substance satisfactory to the General Partner, as the General Partner shall deem necessary or desirable to cause the Assignee to become a Limited Partner; (ii) the General Partner shall, at its option, require an opinion from Assignee's counsel (which opinion and counsel both must be satisfactory to the General Partner) that (aa) such assignment, transfer or other disposition would not violate any applicable governmental rule or regulation including, without limitation, any applicable federal or state securities law and (bb) registration under applicable federal or state securities laws is not required in connection with such assignment, transfer or other disposition; and (iii) such Assignee shall pay all reasonable expenses in connection with his admission as a Limited Partner, including but not limited to, attorney's fees and the cost of preparation and filing of any amendment of the certificate of limited partnership necessary or desirable in connection therewith.
 
 ARTICLE X 

EVENTS OF DISSOLUTION
        10.1     Events of Dissolution.     (a) The Partnership shall continue until dissolved by (i) the affirmative vote of all of the Partners to dissolve the Partnership or (ii) any other event causing dissolution of a limited partnership under the Act.
        (b)   The General Partner shall give the Partnership and the other Partners at least 90 days' prior written notice of its withdrawal, which shall be effective only as of the end of a calendar month.
        10.2     Limited Partner.     Except as expressly provided otherwise in this Agreement, a Limited Partner shall have no power to withdraw from or terminate its membership in the Partnership, and the Limited Partners shall have no power to dissolve the Partnership. Upon withdrawal pursuant to the provisions of this Agreement, a Limited Partner shall have no right to receive any value for its interest in the Partnership except as expressly provided in this Agreement.
        10.3     Waiver of Appraisal, Valuation Rights and Partition.     In the event of the withdrawal, dissolution or bankruptcy of any Partner, the rights of the Partner or its successors under applicable Colorado law with respect to the inventory of assets, appraisals, accounting, or sale of assets shall not apply and are hereby expressly waived by the Partners. Each Partner expressly agrees that the provisions contained in this Agreement shall bind and control its successors, including without limitation, the provisions applicable in the event of the withdrawal, dissolution or bankruptcy of a
7

Partner. Each of the Partners hereby waives any and all rights, duties, obligations and benefits with respect to any action for partition of the Partnership property, or to compel any sale thereof.
 
 ARTICLE XI 

DISSOLUTION AND TERMINATION
        11.1     Final Accounting.     In case of the dissolution of the Partnership, a proper accounting shall be made from the date of the last previous accounting to the date of dissolution.
        11.2     Liquidation.     (a) All proceeds from liquidation shall be distributed in the following order of priority: (i) to the payment of debts and liabilities of the Partnership and the expenses of liquidation; (ii) to the setting up of such reserves as the liquidators may reasonably deem necessary for any contingent liabilities of the Partnership; and (iii) to the Partners in proportion to, and in payment of, their respective positive capital account balances.
        (b)   In the event that any Partner's capital account balance is a negative amount after all allocations to such account in accordance with Article V and distributions in accordance with section 11.2(a), such Partner shall have no obligation to contribute any amount to the Partnership as a result of such negative capital account; provided, however, this provision shall not override any obligations the Partners have under Article III.
        11.3     Distribution in Kind.     If a portion of the Partnership's assets is to be distributed in kind to the Partners, the Partnership shall obtain an independent appraisal of the fair market value of each such asset as of a date reasonably close to the date of liquidation and adjustments in the capital accounts of the Partners shall be made as provided in section 8.2. Distribution of any assets in kind to a Partner shall be considered a distribution of an amount equal to the asset's fair market value for purposes of section 11.2.
        11.4     Waiver of Right to Court Decree of Dissolution.     The Partners agree that irreparable damage would be done to the Partnership if a Partner brought an action in court to dissolve the Partnership. Care has been taken in this Agreement to provide what the parties believe are fair and just payments to be made to a Partner whose relationship with the Partnership is terminated for any reason. Accordingly, each Partner accepts the provisions of this Agreement as its sole entitlement on termination of its membership in the Partnership. Each Partner hereby waives and renounces its right to seek a court decree of dissolution or to seek the appointment by a court of a liquidator for the Partnership.
 
 ARTICLE XII 

POWER OF ATTORNEY
        12.1     Grant of Power.     (a) By the execution of this Agreement each Limited Partner irrevocably makes, constitutes and appoints the General Partner (and any successor General Partner) its true and lawful attorney in its name, place and stead with the power from time to time to make, execute, swear to, acknowledge, verify, deliver, file, record and publish any certificates or other instruments that may be required to be filed by the Partnership under the laws of Colorado or of any other state or jurisdiction in which the Partnership transacts business or in which the General Partner deems it advisable to make, execute, swear to, acknowledge, verify, deliver, record, publish or file, including without limitation (i) the certificate of limited partnership and all amendments thereto required by law or the provisions of this Agreement, (ii) all elections, certificates and other instruments necessary to qualify the Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability in the states and other jurisdictions where the Partnership may be doing business, (iii) all instruments which effect a change or modification of the Partnership in accordance with this
8

Agreement, and (iv) all instruments necessary to effect the dissolution and termination of the Partnership.
        (b)   The foregoing power of attorney shall be a special power of attorney coupled with an interest in favor of the General Partner, and as such shall be irrevocable and shall survive the death, legal incompetency, dissolution or other termination of existence of a Partner.
        12.2     Survival.     The foregoing power of attorney shall survive the delivery of any permitted assignment or transfer by any Partner of the whole or any portion of its interest in the Partnership, except that where an assignee of such interest has been approved by the Partners as a substituted Partner then the foregoing power of attorney of the assignor Partner shall survive the delivery of such assignment for the sole purpose of enabling the General Partner to execute, swear to, acknowledge and file any and all instruments necessary to effectuate such substitution and the execution of this Agreement by the substituted Partner shall constitute delivery of a power of attorney from the substituted Partner to the General Partner in accordance with this Article XII. The power of attorney may be exercised by facsimile signature of the General Partner or by listing the Partners executing, swearing to or acknowledging any instrument with a single signature of the General Partner, acting as attorney-in-fact for all of them.
 
 ARTICLE XIII 

NOTICES
        13.1     Method of Notices.     All notices or other communications required or permitted hereunder shall be hand-delivered, telecopied or sent by registered or certified mail, postage prepaid, addressed as follows:
If to the General Partner:
Coors Worldwide, Inc.
c/o Coors Brewing Company
311 10 th Street NH311
Golden, Colorado 80401
Attn:
Telecopy no.
If to the Limited Partner:
Coors Brewing Company
311 10 th Street NH311
Golden, Colorado 80401
Attn:
Telecopy no.
or to such Person or address as shall be furnished in accordance with this section 13.1 by either Partner to the other. Any such notice or communication shall be effective if personally delivered, when delivered, if telecopied, when received, or, if mailed, on the date set forth on the receipt of registered or certified mail, or on the fifth day after mailing, whichever is earlier.
        13.2     Computation of Time.     In computing any period of time under this Agreement, the day of the act, event or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, Sunday or legal holiday, in which event the period shall run until the end of the next day which is not a Saturday, Sunday or legal holiday in Denver, Colorado.
9

 
 ARTICLE XIV 

GENERAL PROVISIONS
        14.1     Entire Agreement.     This Agreement embodies the entire understanding and agreement among the parties concerning the Partnership and supersedes any and all prior negotiations, understandings or agreements in regard thereto.
        14.2     Amendment.     This Agreement may not be amended nor may any rights hereunder be waived except by an instrument in writing signed by the party sought to be charged with such amendment or waiver.
        14.3     Applicable Law.     This Agreement shall be construed in accordance with and governed by the laws of the State of Colorado without regard to principles of conflicts of laws.
        14.4     Pronouns.     References to a Partner, including by use of a pronoun, shall be deemed to include masculine, feminine, singular, plural, individuals, partnerships or corporations where applicable.
        14.5     Counterparts.     This instrument may be executed in any number of counterparts each of which shall be considered an original and all of which together shall be deemed one instrument.
        14.6     Additional Documents.     The Partners hereto covenant and agree to execute such additional documents and to perform additional acts as are or may become necessary or convenient to carry out the purposes of this Agreement.
        14.7     Written Consents.     All consents or approvals required or permitted under this Agreement shall be in writing.
        IN WITNESS WHEREOF the parties have executed this Agreement as of the date set forth above.

 	 	COORS WORLDWIDE, INC.	

 	 	By:	/s/   IAN B. BIRD       
	
 	 	Name:	Ian B. Bird
	
 	 	Title:	Assistant Secretary

 	 	 	 	
 	 	COORS BREWING COMPANY	

 	 	By:	/s/   TIMOTHY V. WOLF       
	
 	 	Name:	Timothy V. Wolf
	
 	 	Title:	Senior V.P. and CFO
	
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QuickLinks
 COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P. AGREEMENT OF LIMITED PARTNERSHIP
 COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P. AGREEMENT OF LIMITED PARTNERSHIP
 COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P. AGREEMENT OF LIMITED PARTNERSHIP
ARTICLE I FORMATION OF THE LIMITED PARTNERSHIP
ARTICLE II DEFINITIONS
ARTICLE III CAPITAL CONTRIBUTIONS
ARTICLE IV MANAGEMENT POWERS
ARTICLE V DISTRIBUTIONS TO THE PARTNERS
 ARTICLE VI ALLOCATIONS OF PROFITS AND LOSSES
ARTICLE VII ALLOCATION OF TAXABLE INCOME AND TAX LOSSES
ARTICLE VIII ACCOUNTING AND REPORTING
ARTICLE IX TRANSFER OF PARTNERS' INTEREST
ARTICLE X EVENTS OF DISSOLUTION
ARTICLE XI DISSOLUTION AND TERMINATION
ARTICLE XII POWER OF ATTORNEY
ARTICLE XIII NOTICES
ARTICLE XIV GENERAL PROVISIONS
 
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Exhibit 4.11

ARTICLES OF INCORPORATION Form 001 
Filing fee: $50.00 revised 12/27/01
Deliver 2 copies to: Colorado Secretary of State	 	FILED
DONETTA DAVIDSON
COLORADO SECRETARY OF STATE	
Business Division,
1560 Broadway, Suite 200
Denver, CO 80202-5169
This document must be typed or machine printed
Please include a self-addressed envelope.    A1	 	20021018560 C
$100.00
SECRETARY OF STATE
01-24-2002 14:44:46	
        The undersigned, acting as the incorporator of a corporation for profit pursuant to § 7-102-102, Colorado Revised Statutes (C.R.S.), delivers these Articles of Incorporation to the Colorado Secretary of State for filing, and states as follows:

 1.    The entity name of the corporation is:	 	Coors Caribe, Inc.
	
The entity name of a corporation must contain the term "corporation", "incorporated",
"company", or "limited", or an abbreviation of any of these terms §7-90-601(3)(a), C.R.S.	
2.    The corporation is authorized to issue:	 	 	 	10,000	 	shares of	 	common	
If more classes are authorized, include attachment indicating class(es) and number of shares in each class.
3.    The street address of the corporation's initial registered office and the name of its initial registered agent at that office are:

1560 Broadway,        Denver, CO 80202-5139
	
If mail is undeliverable to this address, ALSO include a post office box address:	 	 	
 	 	 	 		
 	 	; Registered Agent Name:	 	Corporation Service Company	
	 	 	 		
The undersigned consents to appointment as the corporation's initial registered agent:

Registered Agent Signature	 	/s/ [Illegible]
	
4.    The address of the corporation's initial principal office is:	 	 	
 	 		
311 10 th Street, NH311, Golden, CO 80401
	
5.    The name and address of the incorporator is:

Name	 	Kay Guthrie
	
Address	 	311 10 th St., NH 311, Golden, CO 80401

6.    The address to which the Secretary of State may send a copy of this document upon completion of filing (or to which the Secretary of State may return this document if filing is refused) is:

Coors Caribe, Inc., 311 10 th St., NH 311, Golden, CO 80401
	
If applicable, these articles are to have a delayed effective date of	 	N/A

(not to exceed 90 days)	
Incorporator Signature	 	/s/   KAY GUTHRIE       
	 	Signer's Name-printed	 	Kay Guthrie
	
OPTIONAL.     The electronic mail and/or Internet address for this entity is/are:	 	e-mail	 	 	
 	 	 	 	 	 	 	 		
 	 	Web site	 	 	 	 	 	 	
	 	 	 		
The Colorado Secretary of State may contact the following authorized person regarding this document:

name	 	Kay Guthrie	 	address	 	311 10 th St., NH 311, Golden, CO 80401	
 	 		 	 	 		
voice	 	(303) 277-7759	 	fax	 	(303) 277-2601	 	e-mail	 	kay.guthrie@coors.com	
 	 		 	 	 		 	 	 		
Disclaimer: This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user's attorney.

ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION (PROFIT)

Form 205 Revised July 1, 2002
Filing fee: $25.00 
Deliver to: Colorado Secretary of State
Business Division	 	FILED
DONETTA DAVIDSON
COLORADO SECRETARY OF STATE	
1560 Broadway, Suite 200
Denver, CO 80202-5169
 CHANGE OF NAME 
This document must be typed or machine printed
Copies of filed documents may be obtained at www.sos.state.co.us	 	20031015522 C
$75.00
SECRETARY OF STATE
01-14-2003 11:10:32
ABOVE SPACE FOR OFFICE USE ONLY	
PPC 2002101 8560
Pursuant to § 7-110-106, Colorado Revised Statutes (C.R.S.), the individual named below causes these Articles of Amendment to its Articles of Incorporation to be delivered to the Colorado Secretary of State for filing, and states as follows:

1.    The name of the corporation is:	 	Coors Caribe, Inc.
	
(If changing the name of the corporation, indicate name of corporation BEFORE the name change)	
2.    The date the following amendment(s) to the Articles of Incorporation was adopted:	 	01/01/03	
 	 		
3.    The text of each amendment adopted (include attachment if additional space needed):

RESOLVED, that the name of the Company shall be changed from Coors Caribe, Inc.

to Coors Global Properties, Inc. and the address for the Company's principal office is

Union Tower, Suite 170, 165 South Union Blvd., Lakewood, Colorado 80228.
	
4.     If changing the corporation name, the new name of the corporation is:	 	 	
 	 	 	 		
 Coors Global Properties, Inc.
	
5.    If providing for an exchange, reclassification, or cancellation of issued shares, provisions for	 	 	
implementing the amendment if not contained in the amendment itself:	 	N/A

	
6.    Indicate manner in which amendment(s) was adopted (mark only one):
o
No shares have been issued or Directors elected—Adopted by Incorporator(s)

o
No shares have been issued but Directors have been elected—Adopted by the board of directors

o
Shares have been issued but shareholder action was not required—Adopted by the board of directors

ý
The number of votes cast for the amendment(s) by each voting group entitled to vote separately on the amendment(s) was sufficient for approval by that voting group—Adopted by the shareholders

7.    Effective date (if not to be effective upon filing)	 	01/01/2003
	 	(Not to exceed 90 days	)	
8.    The (a) name or names, and (b) mailing address or addresses, of any one or more of the individuals who cause this document to be delivered for filing, and to whom the Secretary of	
State may deliver notice if filing of this document is refused, are:	 	 	
 	 		
Kay Guthrie, c/o Coors Brewing Company, 311 10th St., NH311, Golden, CO 80401
	
OPTIONAL.     The electronic mail and/or Internet address for this entity is/are:	 	e-mail	 	 	
 	 	 	 	 	 	 	 		
 	 	Web site	 	 	 	 	 	 	
	 	 	 		
The Colorado Secretary of State may contact the following authorized person regarding this document:

name	 	Kay Guthrie	 	address	 	c/o Coors Brewing Company, 311 10th St., NH311, Golden, CO 80401	
 	 		 	 	 		
voice	 	(303) 277-7759	 	fax	 	(303) 277-2601	 	e-mail	 	kay.Guthrie@coors.com	
 	 		 	 	 		 	 	 		
Disclaimer: This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user's attorney.

STATEMENT OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT, OR BOTH 
Form 150 Revised October 1, 2002
Filing fee: $5.00	 	FILED
DONETTA DAVIDSON
COLORADO SECRETARY OF STATE	
Deliver 3* copies to: Colorado Secretary of State
Business Division, 1560 Broadway, Suite 200
Denver, CO 80202-5169
This document must be typed or machine printed
Copies of filed documents may be obtained at www.sos.state.co.us	 	20031058840 M
$5.00
SECRETARY OF STATE
02-21-2003 15:29:52
ABOVE SPACE FOR OFFICE USE ONLY	
Pursuant to Title 7 and part 3 of article 90 of title 7, Colorado Revised Statutes (C.R.S.), the following statement is delivered to the Colorado Secretary of State for filing.
20021018560

1.    The name of the entity is:	 	Coors Global Properties, Inc
	
 	 	(must be exactly as shown on the records of the Secretary of State)	
organized under the laws of	 	Colorado
	 	(state or country of origin)	
2.    If above entity is foreign, the assumed entity name, if any, currently using in Colorado:

	
3.    The street address of its current registered office (according to the existing records of the Secretary of State) is:

	
4.    If the registered office address is to be changed, the street address of the new registered office is:

	
( must be a street or other physical address in Colorado) If mail is undeliverable to this address, ALSO include a post office box address:

	
5.    The name of its current registered agent (according to the existing records of the Secretary of State) is:

	
6.    If the registered agent is to be changed, the name of the new registered agent is:

	
7.    If the registered agent is changing the street address of the registered agent's business address, notice of the change has been given to the above named entity.
8.    The street addresses of its registered office and of the business office of its registered agent, as changed, will be identical.
9.    (Optional) Address of its principal place of business is: 311 10th Street, NH311 Golden, CO 80401 and if changed, the new address of its principal place of business is: Union Tower, Suite 170, 165 South Union Blvd., Lakewood, CO 80228
(Correcting Annual Report)
10.    The (a) name or names, and (b) mailing address or addresses, of any one or more of the individuals who cause this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of this document is refused, are: Annita Menogan, Coors Brewing Company, PO Box 4030, NH311, Golden, CO 80401

Causing a document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed or the act and deed of the entity on whose behalf the individual is causing the document to be delivered for filing and that the facts stated in the document are true.
*NOTE: If this document is changing the registered office or registered agent, the Secretary of State must deliver a copy of the document (1) to the registered office as last designated before the change and (2) to the principal office of the entity.
Disclaimer: This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user's attorney.

 	 	 	 	20061394660 M
$10.00
SECRETARY OF STATE
09-27-2006 15:18:02	
Document processing fee	 	 	 	 	
 	If document is filed on paper	 	$10.00	 	 	
 	If document is filed electronically	 	Currently Not Available	 	 	
Fees & forms/cover sheets are subject to change.	 	 	 	 	
To file electronically, access instructions for this form/cover sheet and other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center.	 	 	 	 	
Paper documents must be typewritten or machine printed.	 	ABOVE SPACE FOR OFFICE USE ONLY	
 
 Statement of Change
filed pursuant to §7-90-301, et seq. and §7-90-305.5 or §7-90-604 or §7-90-701 or §7-90-702 or §7-90-705 or §7-90-804 of the Colorado Revised Statutes (C.R.S)

ID number:	 	20021018560

1.	
 	
Entity name:	
 	
COORS GLOBAL PROPERTIES, INC

2.	
 	
True name:
    (if different from the entity name)	

	

Complete lines 3 - 15 as applicable. You must complete line 16.	
 
3.	
 	
Resignation of registered agent of record:	

 	

 	
 	
Date on which agent resigned:	

(mm/dd/yyyy)	

 	
 	
Registered agent: (if an individual)	

(Last)                (First)                 (Middle)                (Suffix)	

 	
OR (if a business organization)	

	

 	
Registered agent street address:	

(Street name and number)	

 	

    

 	

 	
CO

(City)                        (State)                 (Postal/Zip Code)	

 	
The person appointed as registered agent has delivered notice of the change to the entity at the principal office address of its principal office.	

1

 

4.	
 	
Appointment of new registered agent following resignation of registered agent of record:	

 	
Registered agent: (if an individual)	

(Last)                (First)                 (Middle)                (Suffix)	

 	
OR (if a business organization)	

	

 	
The person appointed as registered agent in the document has consented to being so appointed.	

 	
Registered agent street address:	

(Street name and number)	

 	

    

 	

 	
CO

(City)                        (State)                 (Postal/Zip Code)	

 	
Registered agent mailing address:
(if different from above)	

(Street name and number or Post Office Box information)	

 	

    

 	

 	

(City)                        (State)                 (Postal/Zip Code)	

 	

    

(Province—if applicable)    (Country—if not US)	

 	 	 	 	 	 	 	
2

 

5.	
 	
Change of registered agent name and/or address of record:	

 	
Registered agent: (if an individual)	

(Last)                (First)                 (Middle)                (Suffix)	

 	
OR (if a business organization)	

	

 	
The person appointed as registered agent in the document has consented to being so appointed.	

 	
Registered agent street address:	

(Street name and number)	

 	

    

 	

 	
CO

(City)                        (State)                 (Postal/Zip Code)	

 	
Registered agent mailing address:
(if different from above)	

(Street name and number or Post Office Box information)	

 	

    

 	

 	

(City)                (State)                 (Postal/Zip Code)	

 	

    

(Province—if applicable)    (Country—if not US)	

 	 	 	 	 	 	 	

3

 

If the change is being effected by the registered agent, the following statement applies:	

 	
The person appointed as registered agent has delivered notice of the change to the entity at the principal office address of its principal office.	
 
6.	
 	
Change of principal office address of record:	

 	
New principal office street address:	
 	
17735 W. 32nd AVENUE

(Street name and number)	

 	

CE235

 	

 	
GOLDEN                CO                80401

(City)                         (State)                 (Postal/Zip Code)	

 	

    

(Province—if applicable)    (Country—if not US)	

 	
 	
New principal office mailing address:
(if different from above)	

(Street name and number or Post Office Box information)	

 	

    

 	

 	

(City)                        (State)                 (Postal/Zip Code)	

 	

    

(Province—if applicable)    (Country—if not US)	

7.	
 	
Document number:
(required for change(s) to 8, 9, 10, and/or 11 below)	

 	

8.	
 	
Change of entity name of record (LLP, art. 61 LLLP or foreign entity only):	

 	
New entity name:	

	

9.	
 	
Change of true name of record (LLP, art. 61 LLLP, general partnership or foreign entity only):	

 	
New true name:	

	

10.	
 	
Change of jurisdiction of formation of record (foreign entity only):	

 	
New jurisdiction of formation:	

	

11.	
 	
Change of entity form of record (foreign entity only):	

 	
New entity form:	

	

12.	
 	
Other change(s) not provided for above:	

 	
If other information contained in the filed document is being changed, mark this box  o and include an attachment stating the information to be changed and each such change.	

 	
If other information is being added or deleted, mark this box  o and include an attachment stating each addition or deletion.	
 	 	 	 	 	 	 	
4

 
 
13.	
 	
Withdrawal of Statement of Registration of True Name: (if applicable, mark this box  o )	

14.	
 	
Use of Restricted Words ( if any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box):	
 	
o  "bank" or "trust" or any derivative thereof
o  "credit union" o  "savings and loan"
o  "insurance", "casualty", "mutual", or "surety"	

15.	
 	
(Optional) Delayed effective date:	

(mm/dd/yyyy)	

 
Notice:	

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.	

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.	

16.	
 	
Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:	
 	
Deard        Tara        LM                        

(Last)                (First)                (Middle)                 (Suffix)	

 	

17735 W 32nd Avenue
	
 	 	 	 	(Street name and number or Post Office Box information)	

 	

CE235

 	

 	
Golden                Co                80401

(City)                         (State)                 (Postal/Zip Code)	

 	

    

(Province—if applicable)    (Country—if not US)	

 	
 	
(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box  o and include an attachment stating the name and address of such individuals.)	
Disclaimer:
This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user's attorney.
5

QuickLinks
 Statement of Change
 
Exhibit 4.12
BYLAWS
OF
COORS GLOBAL PROPERTIES, INC.
(A Colorado Corporation)
Amended and Restated as of December 9, 2003

 BYLAWS
OF
COORS GLOBAL PROPERTIES, INC.
TABLE OF CONTENTS

 	 	 	 	Page
	
ARTICLE I—Offices	 	1	
1.	 	Principal Office	 	1	
2.	 	Registered Office	 	1	
3.	 	Other Offices	 	1	

ARTICLE II—Shareholders' Meetings	
 	
1	
1.	 	Annual Meetings	 	1	
2.	 	Special Meetings	 	1	
3.	 	Place of Special Meetings	 	1	
4.	 	Notice of Meetings	 	1	
5.	 	Waiver of Notice	 	1	
6.	 	Action Without A Meeting	 	2	
7.	 	Quorum	 	2	
8.	 	Adjournment	 	2	
9.	 	Voting	 	2	
10.	 	Organization of Meetings	 	2	
11.	 	Meeting by Telecommunication	 	2	

ARTICLE III—Board of Directors	
 	
3	
1.	 	General Powers	 	3	
2.	 	Number, Tenure and Qualification	 	3	
3.	 	Annual and Regular Meetings	 	3	
4.	 	Special Meetings	 	3	
5.	 	Notice of Special Meetings	 	3	
6.	 	Waiver of Notice	 	3	
7.	 	Action Without a Meeting	 	4	
8.	 	Quorum and Voting	 	4	
9.	 	Organization and Procedure	 	4	
10.	 	Resignation	 	4	
11.	 	Removal	 	4	
12.	 	Vacancies	 	4	
13.	 	Dissenting Directors	 	5	
14.	 	Executive and Other Committees	 	5	
15.	 	Compensation of Directors	 	6	
16.	 	Meeting by Telecommunication	 	6	

ARTICLE IV—Officers	
 	
6	
1.	 	Appointment and Tenure	 	6	
2.	 	Resignation, Removal and Vacancies	 	6	
3.	 	Temporary Delegation of Duties	 	6	
4.	 	Chief Executive Officer	 	7	
5.	 	President	 	7	
6.	 	Vice Presidents	 	7	
7.	 	Secretary	 	7	
 	 	 	 	 	
ii

 
8.	 	Treasurer	 	7	
9.	 	Assistant Secretaries and Assistant Treasurers	 	7	
10.	 	Bond of Officers	 	8	
11.	 	Compensation	 	8	

ARTICLE V—Directors' Conflicts of Interest	
 	
8	
1.	 	Conflicting Interest Transaction	 	8	
2.	 	Effect of Conflict of Interest	 	8	
3.	 	Notice to Shareholders	 	8	
4.	 	Interested Directors	 	9	

ARTICLE VI—Indemnification	
 	
9	
1.	 	Directors	 	9	
2.	 	Officers and Employees	 	9	
3.	 	Mandatory Indemnification	 	9	
4.	 	Agents and Fiduciaries	 	9	
5.	 	Procedure	 	9	
6.	 	Other Remedies	 	10	
7.	 	Insurance	 	10	
8.	 	Notice to Shareholders	 	10	
9.	 	Selection of Counsel	 	10	

ARTICLE VII—Execution of Instruments; Loans; Checks and Endorsements; Deposits; Proxies	
 	
10	
1.	 	Execution of Instruments	 	10	
2.	 	Borrowing	 	10	
3.	 	Attestation	 	11	
4.	 	Loans to Directors, Officers and Employees	 	11	
5.	 	Checks and Endorsements	 	11	
6.	 	Deposits	 	11	
7.	 	Voting of Securities of Other Entities	 	11	

ARTICLE VIII—Shares of Stock	
 	
11	
1.	 	Certificates of Stock	 	11	
2.	 	Shares Without Certificates	 	12	
3.	 	Transfer of Stock	 	12	
4.	 	Restrictions on Transfer	 	12	
5.	 	Holders of Record	 	12	
6.	 	Shares Held for the Account of a Specified Person or Persons	 	12	
7.	 	Lost, Destroyed and Mutilated Certificates	 	12	

ARTICLE IX—Dividends and Other Distributions	
 	
13	

ARTICLE X—Corporate Records	
 	
13	
1.	 	Permanent Records	 	13	
2.	 	Records at Principal Office	 	13	
3.	 	Addresses of Shareholders	 	13	
4.	 	Record of Shareholders	 	13	
5.	 	Inspection of Corporate Records	 	13	
6.	 	Audits of Books and Accounts	 	13	

ARTICLE XI—Miscellaneous	
 	
14	
1.	 	Corporate Seal	 	14	
2.	 	Fiscal Year	 	14	

iii

 
3.	 	Emergency Bylaws and Actions	 	14	
4.	 	Amendments	 	14	
5.	 	Gender	 	14	
6.	 	Definitions	 	14	
7.	 	Conflicts	 	14	
iv

 ARTICLE I
Offices
        1.     Principal Office.     The principal office of Coors Global Properties, Inc. (the "Company") shall be located in or near the City of Lakewood, Colorado. The Board of Directors, from time to time, may change the principal office of the Company.
        2.     Registered Office.     The registered office of the Company required by the Colorado Business Corporation Act, as it may be amended or superseded (the "Act"), to be maintained in the State of Colorado may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time by the Board of Directors.
        3.     Other Offices.     The Company may have one or more offices at such place or places within or outside the State of Colorado as the Board of Directors may from time to time determine or as the business of the Company may require.
ARTICLE II
Shareholders' Meetings
        1.     Annual Meetings.     The annual meeting of the shareholders shall be held each year during the month of June on such date and at such time and place, either within or outside the State of Colorado, as may be determined by the Board of Directors from time to time. At such meeting, the shareholders shall elect a Board of Directors and shall transact such other business as may be brought properly before the meeting.
        2.     Special Meetings.     Special meetings of shareholders for any purpose or purposes, unless otherwise prescribed by the Act or by the Articles of Incorporation, shall be called at any time by the Chairman, by the President (if he is also a member of the Board of Directors) or by the Board of Directors. A special meeting shall be called by the President or the Secretary upon one or more written demands (which shall state the purpose or purposes therefor) signed and dated by the holders of shares representing not less than ten percent of all votes entitled to be cast on any issue proposed to be considered at the meeting.
        3.     Place of Special Meetings.     Special meetings of shareholders shall be held at such place or places, within or outside the State of Colorado, as may be determined by the Board of Directors and designated in the notice of the meeting. If no place is designated in the notice, or if a special meeting is called otherwise than by the Board of Directors, the place of the meeting shall be the principal office of the Company.
        4.     Notice of Meetings.     Not less than 10 nor more than 60 days prior to each annual or special meeting of shareholders, written notice of the date, time and place of each meeting, and in the case of special meetings the purpose or purposes for which the meeting is called, shall be given to each shareholder entitled to vote at such meeting. If the authorized shares of the Company are proposed to be increased, at least 30 days' notice in like manner shall be given. If the Act prescribes notice requirements for particular circumstances (as in the case of the sale, lease or exchange of the Company's assets other than in the usual and regular course of business, or the merger or dissolution of the Company), the provisions of the Act shall govern.
        5.     Waiver of Notice.     A shareholder may waive any notice, whether before or after the date or time stated in the notice as the date or time when any action will occur or has occurred. The waiver shall be in writing, be signed by the shareholder entitled to the notice, and be delivered to the Secretary for inclusion in the minutes or filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.
1

        6.     Action Without A Meeting.     
        (a)   Any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting if all of the shareholders entitled to vote thereon consent in writing to the action taken. Such consent shall have the same force and effect as a unanimous vote of the shareholders.
        (b)   No action taken by written consent shall be effective unless the Company has received writings that describe and consent to the action, signed by all the shareholders entitled to vote on such action. Unless otherwise provided by the Act, action by written consent shall be effective as of the date the last writing necessary to effect the action is received by the Secretary, unless all of the writings necessary to effect the action specify a later date as the effective date of the action.
        (c)   Any shareholder who has signed a writing describing and consenting to action taken by written consent may revoke such consent by a writing signed by the shareholder describing the action and stating that the shareholder's prior consent thereto is revoked, if such writing is received by the Company before the effectiveness of the action.
        7.     Quorum.     Shareholders may take action at a meeting only if a quorum of the shares entitled to vote is represented in person or by proxy. Unless otherwise provided in the Act or in the Company's Articles of Incorporation, holders of a majority of the shares entitled to vote constitutes a quorum for action at a shareholders' meeting. If a quorum is not present, the shares present at the meeting shall have the power to adjourn the meeting, until the requisite number of shares shall be present or represented.
        8.     Adjournment.     When a meeting is for any reason adjourned to another date, time or place, notice need not be given of the adjourned meeting if the date, time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted that might have been transacted at the original meeting. If the adjournment is for more than 120 days from the date of the original meeting, a notice of the adjourned meeting shall be given to each shareholder entitled to vote at such meeting.
        9.     Voting.     Each outstanding share having the right to vote is entitled to one vote for the election of each member of the Board of Directors and on other matters submitted to a vote of the shareholders. Except where the Act or the Articles of Incorporation require a different vote, if a quorum exists, action on a matter, other than the election of directors, is approved if the votes cast favoring the action exceed the votes cast opposing the action. In an election of directors, a majority of shares entitled to vote for directors is required in order to elect a director. Shareholders may vote in person or by proxy pursuant to the provisions of the Act.
        10.     Organization of Meetings.     The chairman of the annual or any special meeting of the shareholders shall be the Chairman of the Board or, in his absence, any person designated by the Board of Directors. The Secretary or, in his absence, any person appointed by the chairman of the meeting shall act as secretary of the meeting.
        11.     Meeting by Telecommunication.     A shareholder may participate in an annual or special shareholders' meeting by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting. The Board may establish the terms and conditions under which shareholders may participate by such means and shall cause the notice of the meeting to contain such terms and conditions.
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ARTICLE III
Board of Directors
        1.     General Powers.     The property, affairs and business of the Company shall be managed by a Board of Directors. In addition to the powers expressly conferred upon it by these Bylaws, the Board may exercise all such other powers as are not required by statute, resolution of the Board, the Articles of Incorporation, or by these Bylaws, to be exercised or done by the shareholders.
        2.     Number, Tenure and Qualification.     The number of directors of the Company shall be as fixed from time to time by resolution of the Board of Directors or Shareholders, provided that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. The Board of Directors shall be elected at each annual meeting of shareholders and each director shall hold office until the next annual meeting of shareholders, until such director's successor shall be elected and shall qualify, or until such director's earlier death, resignation or removal. Directors must be natural persons at least eighteen years of age but need not be shareholders or residents of the State of Colorado.
        3.     Annual and Regular Meetings.     
        (a)   The Board of Directors shall hold its annual meeting without notice on the same day and at the same place as, but just following, the annual meeting of the shareholders, or at such other date, time and place as may be determined by the Board of Directors. Regular meetings of the Board of Directors shall be held without notice at such dates, times and places as may be determined by the Board of Directors by resolution.
        (b)   The Chairman of the Board shall preside at meetings of the Board of Directors and of the shareholders at which he is present, and shall perform such other duties as the Board of Directors may from time to time determine.
        4.     Special Meetings.     Special meetings of the Board of Directors may be held, with proper notice, upon the call of the Chairman of the Board or by at least one-third of the members of the Board of Directors at such time and place as specified in the notice.
        5.     Notice of Special Meetings.     
        (a)   Notice of the date, time and place of each special meeting of the Board of Directors shall be given to each director at least two days prior to such meeting. The notice of a special meeting of the Board of Directors need not state the purposes of the meeting. Notice to each director of any special meeting may be given in person; by telephone, telegraph, teletype, electronically transmitted facsimile, or other form of wire or wireless communication; or by mail or private carrier.
        (b)   Oral notice to a director of any special meeting is effective when communicated. Written notice to a director of any special meeting is effective at the earliest of: (i) the date received; (ii) five days after it is mailed; or (iii) the date shown on the return receipt if mailed by registered or certified mail, return receipt requested, if the return receipt is signed by or on behalf of the director to whom the notice is addressed.
        6.     Waiver of Notice.     
        (a)   A director may waive any notice of a meeting before or after the time and date of the meeting stated in the notice. The waiver shall be in writing and signed by the director entitled to the notice. Such waiver shall be delivered to the Secretary for filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.
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        (b)   A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless:
(i)
At the beginning of the meeting, or promptly upon his later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting; or

(ii)
If special notice was required of a particular purpose, the director objects to transacting business with respect to the purpose for which such special notice was required and does not thereafter vote for or assent to action taken at the meeting with respect to such purpose.
        7.     Action Without a Meeting.     Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent to such action in writing. Such consent shall be delivered to the Secretary for inclusion in the minutes or for filing with the corporate records. Action is taken by written consent at the time the last director signs a writing describing the action taken, unless, before such time, any director has revoked his consent pursuant to the provisions of the Act. Action taken without a meeting is effective at the time it is taken unless the directors establish a different effective date. Action taken by written consent has the same effect as action taken at a meeting of the Board of Directors, and may be described as such in any document.
        8.     Quorum and Voting.     Except as otherwise provided by the Act or by these Bylaws, a majority of the directors in office at the time of any regular or special meeting of the Board of Directors shall constitute a quorum for the transaction of business at such meeting. The vote of a majority of the directors present at the meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present may, without notice other than announcement at the meeting, adjourn the meeting from time to time until a quorum can be obtained.
        9.     Organization and Procedure.     The Board of Directors shall elect a Chairman of the Board from among its members. If the Board deems it necessary, it may elect a Vice-Chairman of the Board from among its members to perform the duties of the Chairman of the Board in his absence and such other duties as the Board of Directors may assign. The Chairman of the Board or, in his absence, the Vice-Chairman of the Board, or in his absence, any director chosen by a majority of the directors present, shall act as chairperson of the meetings of the Board of Directors. The Secretary, any Assistant Secretary, or any other person appointed by the chairperson shall act as secretary of each meeting of the Board of Directors.
        10.     Resignation.     Any director of the Company may resign at any time by giving written notice to the Board of Directors or the Secretary of the Company at the Company's principal office. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
        11.     Removal.     Any director may be removed, either with or without cause, at any time, at a special meeting of the shareholders called for such purpose, if the number of votes cast in favor of removal exceeds the number of votes cast against removal. A vacancy in the Board of Directors caused by any such removal may be filled by the shareholders at such meeting or, if such shareholders at such meeting shall fail to fill such vacancy, by a majority of the remaining directors at any time before the end of the unexpired term of the director removed.
        12.     Vacancies.     A vacancy occurring in the Board of Directors, other than a vacancy due to an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining
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members of the Board of Directors even if the remaining directors constitute less than a quorum, or by the affirmative vote of two directors if there are only two directors remaining, or by a sole remaining director, or by the shareholders. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office or by the shareholders. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
        13.     Dissenting Directors.     A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless:
        (a)   He objects at the beginning of such meeting, or promptly upon his later arrival, to the holding of the meeting or the transacting of business at the meeting;
        (b)   He contemporaneously requests that his dissent or abstention from the action taken be entered in the minutes of such meeting; or
        (c)   He gives written notice of his dissent or abstention to the presiding officer of such meeting before its adjournment or to the Secretary of the Company promptly after adjournment of such meeting.
The right of dissent as to a specific action in a meeting of the Board or a committee is not available to a director who votes in favor of such action.
        14.     Executive and Other Committees.     Except as otherwise required by the Act, the Board of Directors, by the vote of a majority of the number of directors then in office, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in the resolution and except as otherwise prescribed by the Act, shall have and may exercise the authority delegated to them by the Board of Directors by charter, resolution or otherwise. No committee shall:
        (a)   authorize dividends or other distributions;
        (b)   approve or propose to shareholders action that the Act requires to be approved by shareholders;
        (c)   fill vacancies on the Board of Directors or on any of its committees;
        (d)   amend the Articles of Incorporation;
        (e)   adopt, amend, or repeal these Bylaws;
        (f)    approve a plan of merger not requiring shareholder approval;
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        (g)   authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors; or
        (h)   authorize or approve the issuance or sale of shares, or a contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that with respect to this clause (h) the Board of Directors may authorize a committee to do so within limits specifically prescribed by the Board of Directors.
        The provisions of these Bylaws governing meetings, action without meeting, notice, waiver of notice, and quorum and voting requirements of the Board of Directors shall apply to committees and the members thereof. Each committee established by the Board of Directors shall prepare minutes of its meetings, which shall be delivered to the Secretary of the Company for inclusion in the Company's records.
        15.     Compensation of Directors.     The Board of Directors shall determine and fix the compensation, if any, and the reimbursement of expenses, which shall be allowed and paid to the directors. Nothing herein contained shall be construed to preclude any director from serving the Company in any other capacity or any of its subsidiaries in any other capacity and receiving proper compensation therefor.
        16.     Meeting by Telecommunication.     One or more members of the Board of Directors may participate in a meeting of the Board of Directors through the use of any means of communication by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.
ARTICLE IV
Officers
        1.     Appointment and Tenure.     The officers of the Company shall consist of a President, a Secretary and a Treasurer. The Board of Directors may also designate and appoint such other officers and assistant officers as may be deemed necessary. The Board of Directors shall appoint the Company's officers annually or at such other times, as the Board shall designate. Such officers at all times shall be subject to the supervision, direction and control of the Board of Directors. The Board of Directors may delegate, by specific resolution, to an officer the power to appoint other specified officers or assistant officers. Each officer appointed shall continue in office until the next annual meeting of the Board of Directors at which officers are appointed, or until such officer's earlier death, resignation or removal. Any two or more offices may be held by the same person. Each officer shall be a natural person who is eighteen years of age or older.
        2.     Resignation, Removal and Vacancies.     Any officer may resign at any time by giving written notice of resignation to the Board of Directors by delivery of such notice to the Secretary. Such resignation shall take effect when the notice is received by the Company unless the notice specifies a later effective date, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The Board of Directors may remove any officer at any time with or without cause. The Board of Directors may also delegate to an officer the power to remove other specified officers or assistant officers. If any office becomes vacant for any reason, the vacancy may be filled by, or as specifically authorized by, the Board of Directors. An officer appointed to fill a vacancy shall serve for the unexpired term of such officer's predecessor, or until such officer's earlier death, resignation or removal.
        3.     Temporary Delegation of Duties.     In case of the absence of any officer, or his disability to perform his duties, or for any other reason deemed sufficient by the Board of Directors, the Board may delegate the powers and duties of such officer to any other officer or to any director temporarily,
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provided that a majority of the whole Board concur and that no such delegation shall result in giving to the same person conflicting duties.
        4.     Chief Executive Officer.     The Chief Executive Officer (sometimes referred to herein as the "CEO"), if one is elected by the Board of Directors, shall perform all duties customarily delegated to the chief executive officer of a corporation and such other duties as may from time to time be assigned to him by the Board of Directors and these Bylaws.
        5.     President.     If there is no separate Chief Executive Officer, the President shall be the CEO of the Company; otherwise, the President shall be responsible to the CEO for the day-to-day operations of the Company. The President shall have general and active management of the business of the Company; shall see that all orders and resolutions of the Board of Directors are carried into effect; and shall perform all duties as may from time to time be assigned by the Board of Directors or the Chief Executive Officer.
        6.     Vice Presidents.     The Vice Presidents, if any, shall perform such duties and possess such powers as from time to time may be assigned to them by the Board of Directors or the President.
        7.     Secretary.     The Secretary of the Company (sometimes referred to herein as the "Secretary") shall have the duty and power to:
        (a)   Assure that all notices are given in accordance with the provisions of these Bylaws and as required by law.
        (b)   Prepare and maintain the minutes of the meetings of the shareholders, the Board of Directors and committees thereof, and other records and information required to be kept by the Company pursuant to the Act, including those records set forth in Article X of these Bylaws.
        (c)   Authenticate records of the Company.
        (d)   In general, perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by the Board of Directors or the President.
        8.     Treasurer.     The Treasurer shall have the duty and power to:
        (a)   Have the charge and custody of, and be responsible for, all funds and securities of the Company and deposit all such funds in the name of the Company in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws or as directed by the Board.
        (b)   Maintain books of account and records and exhibit such books of account and records to any of the directors of this Company at any reasonable time.
        (c)   Render a statement of the condition of the finances of the Company as requested by the Board of Directors and, if called upon to do so, make a full financial report at the annual meeting of the shareholders.
        (d)   Receive, and give receipts for, monies due and payable to the Company from any source whatsoever.
        (e)   In general, perform all of the duties incident to the office of Treasurer and such other duties as may, from time to time, be assigned to him by the Board of Directors or the President.
        9.     Assistant Secretaries and Assistant Treasurers.     The Assistant Secretaries and Assistant Treasurers, if any, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors. In the absence or at the request of the Secretary or the Treasurer, the Assistant Secretaries or Assistant Treasurers, respectively, shall perform the duties and exercise the powers of the Secretary or Treasurer, as the case may be.
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        10.     Bond of Officers.     The Board of Directors may require any officer or agent to give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for such terms and conditions as the Board of Directors may specify, including without limitation for the faithful performance of such officer's duties and for the restoration to the Company of any property belonging to the Company in such officer's possession or under the control of such officer.
        11.     Compensation.     The salaries and other compensation of the officers shall be fixed or authorized from time to time by the Board of Directors. No officer shall be prevented from receiving such salary or other compensation by reason of the fact that he is also a director of the Company.
ARTICLE V
Directors' Conflicts of Interest
        1.     Conflicting Interest Transaction.     The term "conflicting interest transaction" means any of the following:
        (a)   A loan or other assistance by the Company to a director of the Company or to an entity in which a director of the Company is a director or officer or has a financial interest;
        (b)   A guaranty by the Company of an obligation of a director of the Company or of an obligation of an entity in which a director of the Company is a director or officer or has a financial interest; or
        (c)   A contract or transaction between the Company and a director of the Company or between the Company and an entity in which a director of the Company is a director or officer or has a financial interest.
        2.     Effect of Conflict of Interest.     Except as otherwise may be prohibited by law or the provision of these bylaws or the Company's articles of incorporation, no conflicting interest transaction shall be void or voidable solely because the conflicting interest transaction involves a director of the Company or an entity in which a director of the Company is a director or officer or has a financial interest or solely because the director is present at or participates in the meeting of the Board of Directors which authorizes, approves, or ratifies the conflicting interest transaction or solely because the director's vote is counted for such purpose if:
        (a)   The material facts as to the director's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or
        (b)   The material facts as to the director's relationship or interest and as to the conflicting interest transaction are disclosed, or are known to the shareholders entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by vote of such shareholders; or
        (c)   The conflicting interest transaction is fair as to the Company as of the time it is authorized, approved, or ratified by the Board of Directors, a committee thereof, or the shareholders.
        3.     Notice to Shareholders.     The Board of Directors or a committee thereof shall not authorize a conflicting interest transaction consisting of a loan or guaranty pursuant to paragraph (a) of Section 1 above until at least 10 days after written notice of the proposed authorization of the loan or guaranty has been given to the shareholders who would be entitled to vote thereon if the issue of the loan or
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guaranty were submitted to a vote of the shareholders. For so long as Adolph Coors Company, ultimate parent of the Company, is a publicly-traded company or subject to applicable federal or state securities laws or exchange or other market listing requirements, no extensions of credit in the form of personal loans or other prohibited forms of assistance under Section 402 of the Sarbanes-Oxley Act of 2002 may be made to a director or executive officer of the Company.
        4.     Interested Directors.     Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee, which authorizes, approves, or ratifies the contract or transaction.
ARTICLE VI
Indemnification
        1.     Directors.     The Company shall indemnify to the fullest extent allowed by the Act, but subject to all conditions and limitations provided by the Act, any person who serves or who has served at any time as a director of the Company, and any director who, at the request of the Company, serves or at any time has served as a director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic corporation or other person or entity or of an employee benefit plan, against any and all liabilities and reasonable expenses incurred in connection with any action, suit, or proceeding to which such director is made a party, and which may be asserted against him in such capacity. A director shall be considered to be serving an employee benefit plan at the Company's request if his duties to the Company also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. The Company shall not indemnify a director with respect to conduct not reasonably related to his services to, or as requested by, the Company or with respect to a personal benefit improperly received by him.
        2.     Officers.     The Company shall indemnify, to the extent and in the manner described herein, any person who serves or who has served at any time as an officer of the Company, and any officer who, at the request of the Company, serves or at any time has served as a director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic corporation or other person or entity or of an employee benefit plan, against any and all liabilities and reasonable expenses incurred in connection with any action, suit or proceeding which is or may be asserted against the officer for acts within the scope of the officer's duties in such capacity, except for matters in which the person shall be adjudged in any action, suit, or proceeding to be liable for his own gross negligence or willful misconduct in the performance of any duty, and except for any personal benefit improperly received by him.
        3.     Mandatory Indemnification.     The Company shall indemnify a director or officer who was wholly successful, on the merits or otherwise, in the defense of any action, suit or proceeding to which the person was a party because the person is or was a director or officer, against liabilities and reasonable expenses incurred by him in connection with the action, suit or proceeding.
        4.     Agents and Fiduciaries.     The Company may indemnify a person who serves or who has served at any time as an agent or fiduciary of the Company against liabilities and reasonable expenses incurred in connection with any action, suit, or proceeding to which he is made a party, or which may be asserted against him, by reason of serving in such a capacity, in such circumstances and in such amounts as the Board of Directors shall deem appropriate.
        5.     Procedure.     In each instance in which indemnification is claimed or requested under Section 1 of this Article VI, the Board of Directors shall determine, or shall direct any person or body, as permitted by the Act, to determine (a) whether or not indemnification is permissible in the circumstances, and (b) the amount of liability and expenses with respect to which indemnification should be provided. The responsibility for implementing the indemnification of officers pursuant to Section 2 of this Article VI may be assigned to such officers within the Company as the Board of Directors determines. However, the Board retains its authority to review or consider such matters in appropriate circumstances.
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         6.     Other Remedies.     Except as limited by the Act, any indemnification provided herein shall be in addition to any other rights to which those indemnified may be entitled by the Act or pursuant to any agreement, vote of shareholders or otherwise, and shall be available to the heirs, personal representatives and successors of the person entitled to such indemnification.
        7.     Insurance.     The Company may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the Company, or who, while a director, officer, employee, fiduciary, or agent of the Company, is or was serving at the request of the Company as a director, officer, partner, trustee, employee, fiduciary, or agent of another domestic or foreign corporation or other person or entity or of an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from his status as a director, officer, employee, fiduciary, or agent, whether or not the Company would have power to indemnify the person against the same liability under the Act. Any such insurance may be procured from any insurance company designated by the Board of Directors, whether such insurance company is formed under the laws of this state or any other jurisdiction of the United States or elsewhere, including any insurance company in which the Company has an equity or any other interest through stock ownership or otherwise.
        8.     Notice to Shareholders.     If the Company indemnifies or advances expenses to a director under this Article in connection with a proceeding by or in the right of the Company, the Company shall give written notice of the indemnification or advance to the shareholders with or before the notice of the next shareholders' meeting. If the next shareholder action is taken without a meeting at the instigation of the Board of Directors, such notice shall be given to the shareholders at or before the time the first shareholder signs a writing consenting to such action.
        9.     Selection of Counsel.     Notwithstanding any other provision of the Article, the Company may condition the right to indemnification of a director or officer on its right to select legal counsel representing such director or officer on the terms of this section 9.
        The Company shall have the right to select counsel for any director or officer in any legal action that may give rise to indemnification under this Article VI provided that: (a) the Company consults with the director or officer seeking indemnification with respect to the selection of competent legal counsel; and (b) the Company pays all reasonable fees and costs incurred by the attorney in defending the director or officer (subject to the Company's right to recover such fees and costs if it is determined at the conclusion of the action, suit or proceeding that there is no right of indemnification).
        Notwithstanding any other provision of this Article, the Company shall not be responsible for indemnification of any director or officer who declines to use counsel reasonably selected by the Company as provided in this Section 9. Counsel shall be deemed to be reasonably selected by the Company if such counsel is a competent attorney who can independently represent the director or officer consistent with the applicable ethical standards of the Code of Professional Responsibility.
ARTICLE VII
Execution of Instruments; Loans; Checks and Endorsements; Deposits; Proxies
        1.     Execution of Instruments.     Except as otherwise provided by the Board of Directors, the Chairman, the President, any Vice President, the Treasurer or the Secretary shall have the power to execute and deliver on behalf of and in the name of the Company any instrument requiring the signature of an officer of the Company. Unless authorized to do so by these Bylaws or by the Board of Directors, no assistant officer, agent or employee shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.
        2.     Borrowing.     No loan shall be contracted on behalf of the Company, and no evidence of indebtedness shall be issued, endorsed or accepted in its name, unless authorized by the Board of
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Directors or a committee designated by the Board of Directors so to act. Such authority may be general or confined to specific instances. When so authorized, an officer may (a) effect loans at any time for the Company from any bank or other entity and for such loans may execute and deliver promissory notes or other evidences of indebtedness of the Company; and (b) mortgage, pledge or otherwise encumber any real or personal property, or any interest therein, owned or held by the Company as security for the payment of any loans or obligations of the Company, and to that end may execute and deliver for the Company such instruments as may be necessary or proper in connection with such transaction.
        3.     Attestation.     All signatures authorized by this Article may be attested, when appropriate or required, by any officer of the Company except the officer who signs on behalf of the Company.
        4.     Loans to Directors, Officers and Employees.     The Company may lend money to, guarantee the obligations of, and otherwise assist directors, officers and employees of the Company, or directors of another corporation of which the Company owns a majority of the voting stock, only upon compliance with the requirements of the Act and subject to the provisions of these Bylaws.
        5.     Checks and Endorsements.     All checks, drafts or other orders for the payment of money, obligations, notes or other evidences of indebtedness issued in the name of the Company and other such instruments shall be signed or endorsed for the Company by such officers or agents of the Company as shall from time to time be determined by resolution of the Board of Directors, which resolution may provide for the use of facsimile signatures.
        6.     Deposits.     All funds of the Company not otherwise employed shall be deposited from time to time to the Company's credit in such banks or other depositories as shall from time to time be determined by resolution of the Board of Directors, which resolution may specify the officers or agents of the Company who shall have the power, and the manner in which such power shall be exercised, to make such deposits and to endorse, assign and deliver for collection and deposit checks, drafts and other orders for the payment of money payable to the Company or its order.
        7.     Voting of Securities of Other Entities.     Unless otherwise provided by resolution of the Board of Directors, the Chairman, Chief Executive Officer, or the President, or any officer designated in writing by any of them, is authorized to attend in person, or may execute written instruments appointing a proxy or proxies to represent the Company at, all meetings of any corporation, partnership, limited liability company, association, joint venture, or other entity in which the Company holds any securities or other interests and may execute written waivers of notice with respect to any such meetings. At all such meetings, any of the foregoing officers, in person or by proxy as aforesaid and subject to the instructions, if any, of the Board of Directors, may vote the securities or interests so held by the Company, may execute any other instruments with respect to such securities or interests, and may exercise any and all rights and powers incident to the ownership of said securities or interests. Any of the foregoing officers may execute one or more written consents to action taken in lieu of a formal meeting of such corporation, partnership, limited liability company, association, joint venture, or other entity.
ARTICLE VIII
Shares of Stock
        1.     Certificates of Stock.     The issuance or sale of shares of stock by the Company shall be made only upon authorization by the Board of Directors. Stock certificates shall be in a form designated by the Board of Directors which complies with provisions of the Act. They shall be numbered in the order of their issue and shall be signed by the President or the CEO and by the Secretary or the Treasurer. Facsimile signatures may be used if the certificate is countersigned by a transfer agent. A transfer agent may be an independent third party, the Company itself, or an employee of the Company. The validity
11

of any certificate for shares, otherwise valid, shall not be affected in the event that the delivery of such a certificate occurs after an officer or agent whose signature appears therein is no longer an officer or agent. The stock record books and the blank stock certificate books shall be kept by the Secretary or by any other officer or agent designated by the Board of Directors for that purpose. Notice of any restrictions on the transfer of stock shall be printed or typed on each stock certificate issued by the Company.
        2.     Shares Without Certificates.     The Board of Directors may authorize the issuance of shares of the Company without certificates. Such authorization shall not affect shares already represented by certificates until they are surrendered to the Company. Within a reasonable time following the issue or transfer of shares without certificates, the Company shall send the shareholder a complete written statement of the information that would be required on certificates by the Act.
        3.     Transfer of Stock.     Subject to any transfer restrictions set forth or referred to on the stock certificate or of which the Company otherwise has notice, shares of the Company shall be transferable on the books of the Company upon presentation to the Company or to the Company's transfer agent of a stock certificate signed by, or accompanied by an executed assignment from, the holder of record thereof, his duly authorized legal representative, or other appropriate person as permitted by the Act. The Company may require that any transfer of shares be accompanied by proper evidence reasonably satisfactory to the Company or to the Company's transfer agent that such endorsement is genuine and effective. Upon presentation of shares for transfer as provided above, the payment of all taxes, if any, therefor, and the satisfaction of any other requirement of law, including inquiry into and discharge of any adverse claims of which the Company has notice, the Company shall issue a new certificate to the person entitled thereto and cancel the old certificate. Every transfer of stock shall be entered on the stock books of the Company to accurately reflect the record ownership of each share. The Board of Directors also may make such additional rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the Company.
        4.     Restrictions on Transfer.     All shares of stock in the Company are transferable and any shareholder may sell, assign, or transfer his shares of stock, provided that no shareholder shall sell his shares in the Company without first offering such shares for sale to the other shareholders of record in accordance with any existing shareholder agreement. Any such agreement shall be kept on file in the principal office of the Company and shall be available for inspection by any shareholder or any person desiring to purchase stock in the Company.
        5.     Holders of Record.     The Company shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as may be allowed by these Bylaws or required by the laws of Colorado.
        6.     Shares Held for the Account of a Specified Person or Persons.     The Board of Directors, in the manner provided by the Act, may adopt a procedure whereby a shareholder of the Company may certify in writing to the Company that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons.
        7.     Lost, Destroyed and Mutilated Certificates.     The holder of any stock of the Company shall notify the Company of any loss, destruction, or mutilation of the certificate therefor and the Secretary shall cause a new certificate or certificates to be issued to him upon the surrender of the mutilated certificate or, in case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction and, in the discretion of the Secretary, the deposit of a bond in such form and amount (not exceeding double the value of the stock represented by such certificate) and with such surety or sureties as the Secretary may require.
12

ARTICLE IX
Dividends and Other Distributions
        Subject to the provisions of the Act, dividends and other distributions may be declared by the Board of Directors in such form, frequency and amounts as the condition of the affairs of the Company shall render advisable.
ARTICLE X
Corporate Records
        1.     Permanent Records.     The Company shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or the Board of Directors without a meeting, a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Company, and a record of all waivers of notices of meetings of shareholders and of the Board of Directors or any committee of the Board of Directors.
        2.     Records at Principal Office.     The Company shall comply with the provisions of the Act regarding maintenance of records and shall keep the following records at its principal office, unless the originals are kept with the Office of the Corporate Secretary of the parent company:
        (a)   its Articles of Incorporation;
        (b)   its Bylaws;
        (c)   the minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three years;
        (d)   all written communications within the past three years to shareholders as a group or to the holders of any class or series of shares as a group;
        (e)   a list of the names and business addresses of its current directors and officers;
        (f)    a copy of its most recent corporate report delivered to the Secretary of State pursuant to the Act; and
        (g)   all financial statements prepared for periods ending during the last three years that a shareholder could have requested pursuant to the Act.
        3.     Addresses of Shareholders.     Each shareholder shall furnish to the Secretary of the Company or the Company's transfer agent an address to which notices from the Company, including notices of meetings, may be directed and if any shareholder shall fail so to designate such an address, it shall be sufficient for any such notice to be directed to such shareholder at such shareholder's address last known to the Secretary or transfer agent.
        4.     Record of Shareholders.     The Secretary shall maintain, or shall cause to be maintained, a record of the names and addresses of the Company's shareholders, in a form that permits preparation of a list of shareholders that is arranged by voting group and, within each voting group, by class or series of shares, that is alphabetical within each class or series, and that shows the address of, and the number of shares of each class or series held by, each shareholder.
        5.     Inspection of Corporate Records.     Shareholders shall have those rights to receive by mail or to inspect and copy such Company records, pursuant to such procedures, as provided in the Act.
        6.     Audits of Books and Accounts.     The Company's books and accounts may be audited at such times and by such auditors as shall be specified and designated by resolution of the Board of Directors.
13

ARTICLE XI
Miscellaneous
        1.     Corporate Seal.     The corporate seal shall be in the form approved by resolution of the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. The impression of the seal may be made and attested by either the Secretary or any Assistant Secretary for the authentication of contracts or other papers requiring the seal.
        2.     Fiscal Year.     The fiscal year of the Company shall be as established by the Board of Directors.
        3.     Emergency Bylaws and Actions.     Subject to repeal or change by action of the shareholders, the Board of Directors may adopt emergency bylaws and exercise other powers in accordance with and pursuant to the provisions of the Act.
        4.     Amendments.     The Board of Directors may amend, restate, or repeal the Bylaws or adopt new Bylaws by the affirmative vote of the number of directors constituting a majority of the full Board of Directors. The shareholders also may amend, restate, or repeal the Bylaws or adopt new Bylaws. The power of the Board of Directors to amend or repeal the Bylaws or to adopt new Bylaws may be limited by the Articles of Incorporation; by adoption of an amendment to the Articles of Incorporation, or by an amendment to the Bylaws adopted by the shareholders which reserves such authority in whole or in part to said shareholders with respect to a particular Bylaw.
        5.     Gender.     The masculine gender is used in these Bylaws as a matter of convenience only and shall be interpreted to include the feminine gender as the circumstances indicate.
        6.     Definitions.     Terms not otherwise defined in these Bylaws shall have the meanings set forth in the Act.
        7.     Conflicts.     In the event of any irreconcilable conflict between these Bylaws and either the Articles of Incorporation or the Act, the Articles of Incorporation shall control; provided that, if there is any irreconcilable conflict between the Articles of Incorporation and the Act, then the Act shall control.
        The foregoing Bylaws of Coors Global Properties, Inc., consisting of 21 pages, amended and restated were approved and adopted by the Board of Directors on the 9th day of December 2003.

 	 	/s/ Tara L. M. Deard

Secretary	
14

 
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Exhibit 4.13

State of Delaware
Secretary of State
Division of Corporations
Delivered 08:06 AM 04/10/2007
FILED 08:15 AM 04/10/2007
SRV 070415240 – 4331469 FILE	 	 	 	 	
 
 CERTIFICATE OF LIMITED PARTNERSHIP
OF
MOLSON COORS INTERNATIONAL LP
        This Certificate of Limited Partnership of Molson Coors International LP (hereinafter referred to as the " Partnership ") is being executed by the undersigned for the purpose of forming a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act.
1.
The name of the Partnership is Molson Coors International LP.

2.
The formation of the Partnership is to become effective on April 10, 2007 at 9:44 a.m., EDT.

3.
The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, and the name of the Corporation's registered agent at that address is Corporation Service Company.

4.
The name and business address of the general partner as follows:
Molson Coors Brewing Company
1225 17th Street, Suite 3200 – MCCC
Denver, CO 80202
        IN WITNESS WHEREOF, the undersigned, constituting the sole general partner of the Partnership, has caused this Certificate of Limited Partnership to be duly executed as of the 10 th day of April, 2007.

 	 	Molson Coors Brewing Company ,
a Delaware corporation	

 	
By:	
 	
/s/   SAMUEL D. WALKER       

Samuel D. Walker,
Global Chief Legal Officer and
Global Secretary	

 
 STATE OF DELAWARE
AMENDMENT TO CERTIFICATE OF
LIMITED PARTNERSHIP
        The undersigned, desiring to amend the Certificate of Limited Partnership pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:
FIRST: The name of the Limited Partnership is Molson Coors International LP.
SECOND: Article 4 of the Limited Partnership shall be amended and restated in its entirety by deleting the existing text and inserting, in lieu thereof, the following:
"The names and business, residence or mailing address of each of the general partners are as follows:
Molson Coors International General, ULC
1100 – 1959 Upper Water Street
P.O. Box 2380
Halifax, Nova Scotia, B3J 2E5, Canada"
        IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 13 th day of April, 2007.

 	 	Molson Coors International General, ULC,
a Nova Scotia unlimited liability company	

 	
By:	
 	
/s/   KELLY L. BROWN       

Kelly L. Brown,
Secretary	
 	 	 	 	State of Delaware
Secretary of State
Division of Corporations
Delivered 05:52 PM 04/13/2007
FILED 05:54 PM 04/13/2007
SRV 070434630 – 4331469 FILE	

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 CERTIFICATE OF LIMITED PARTNERSHIP OF MOLSON COORS INTERNATIONAL LP
STATE OF DELAWARE AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP
 
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Exhibit 4.14

 AGREEMENT

OF LIMITED PARTNERSHIP

OF

MOLSON COORS INTERNATIONAL LP

A Delaware Limited Partnership
April 10, 2007

 TABLE OF CONTENTS

Section/Article:
	 	Page:
	
ARTICLE I THE PARTNERSHIP	 	1	
 	1.1.	 	Formation of Limited Partnership	 	1	
 	1.2.	 	Name	 	1	
 	1.3.	 	Filings	 	1	
 	1.4.	 	Purpose	 	2	
 	1.5.	 	Office and Place of Business	 	2	
 	1.6.	 	Term	 	2	
 	1.7.	 	Original Limited Partner	 	2	
 	1.8.	 	Unit Certificates	 	2	

ARTICLE II DEFINITIONS	
 	
2	

ARTICLE III CAPITAL STRUCTURE	
 	
5	
 	3.1.	 	General Partner Capital Structure and Contribution	 	5	
 	3.2.	 	Limited Partner Capital Structure	 	5	
 	3.3.	 	Voting Rights	 	5	
 	3.4.	 	Return of Contributions	 	5	
 	3.5.	 	Additional Contributions	 	5	
 	3.6.	 	Additional Issuance of Units	 	5	
 	3.7.	 	No Preemptive Rights	 	6	
 	3.8.	 	Class C Preferred Units	 	6	
 	3.9.	 	Fractional Units	 	6	

ARTICLE IV TAX MATTERS	
 	
6	
 	4.1.	 	United States Taxes	 	6	
 	4.2.	 	Canadian Taxes	 	6	
 	4.3.	 	Other	 	7	

ARTICLE V DISTRIBUTIONS	
 	
7	
 	5.1.	 	Net Cash Flow	 	7	
 	5.2.	 	Distributions in Kind	 	7	
 	5.3.	 	Dissolution	 	7	

ARTICLE VI MANAGEMENT	
 	
7	
 	6.1.	 	Authority of the General Partner	 	7	
 	6.2.	 	Compensation and Reimbursement of the General Partner	 	8	
 	6.3.	 	Restrictions on Authority of the General Partner	 	8	
 	6.4.	 	Right to Rely On the General Partner	 	9	
 	6.5.	 	Standard of Care; Conflicts	 	9	
 	6.6.	 	Indemnification	 	9	
 	6.7.	 	Compensation and Loans	 	10	
 	6.8.	 	Operating Provisions	 	11	

ARTICLE VII LIMITED PARTNERS	
 	
12	
 	7.1.	 	General	 	12	
 	7.2.	 	Additional Limited Partners	 	12	
 	7.3.	 	Limitation of Liability	 	12	
 	7.4.	 	Covenant Not to Withdraw or Dissolve	 	12	
 	7.5.	 	Representations of the Limited Partners	 	12	

i

 

ARTICLE VIII ADMINISTRATIVE MATTERS	
 	
13	
 	8.1.	 	Books and Records	 	13	
 	8.2.	 	Inspection	 	13	
 	8.3.	 	Bank Accounts	 	13	
 	8.4.	 	Status of Creditor	 	13	

ARTICLE IX PARTNER MEETINGS	
 	
14	
 	9.1.	 	Meetings of the Partners	 	14	
 	9.2.	 	Consent in Lieu of Meeting	 	14	

ARTICLE X TRANSFERS OF UNITS	
 	
14	
 	10.1.	 	Restriction on Transfers	 	14	
 	10.2.	 	Permitted Transfers	 	14	
 	10.3.	 	Conditions to Permitted Transfers	 	15	
 	10.4.	 	Admission of Transferee as a Limited Partner	 	15	
 	10.5.	 	Prohibited Transfers	 	15	

ARTICLE XI GENERAL PARTNER	
 	
16	
 	11.1.	 	Additional General Partners	 	16	
 	11.2.	 	Covenant Not to Withdraw, Transfer, or Dissolve	 	16	
 	11.3.	 	Termination of Status as General Partner	 	16	

ARTICLE XII DISSOLUTION AND WINDING UP	
 	
17	
 	12.1.	 	Liquidating Events	 	17	
 	12.2.	 	Winding Up	 	18	
 	12.3.	 	Rights of Partners	 	18	
 	12.4.	 	Notice of Dissolution	 	18	

ARTICLE XIII MISCELLANEOUS	
 	
19	
 	13.1.	 	Notices	 	19	
 	13.2.	 	Binding Effect	 	19	
 	13.3.	 	Amendments	 	19	
 	13.4.	 	Headings	 	19	
 	13.5.	 	Severability	 	19	
 	13.6.	 	Further Action	 	19	
 	13.7.	 	Variation of Pronouns	 	19	
 	13.8.	 	Governing Law	 	20	
 	13.9.	 	Waiver of Action for Partition; No Bill for Partnership Accounting	 	20	
 	13.10.	 	Counterpart and Facsimile Execution	 	20	
 	13.11.	 	Sole and Absolute Discretion	 	20	
 	13.12.	 	Specific Performance	 	20	
 	13.13.	 	Offset	 	20	
SCHEDULE B	
 	
1.1	 	
Number of Units	 	
B-1	
 	1.2	 	Definitions	 	B-1	
 	1.3	 	Distributions	 	B-1	
 	1.4	 	No Voting Rights	 	B-1	
 	1.5	 	Liquidation, Dissolution or Winding-up	 	B-1	
 	1.6	 	Mandatory Redemption	 	B-2	
 	1.7	 	Partial Redemption	 	B-2	
 	1.8	 	Restriction on Distributions	 	B-2	
 	1.9	 	Amendment and Waiver	 	B-2	
*****
ii

 
 AGREEMENT

OF LIMITED PARTNERSHIP

OF

MOLSON COORS INTERNATIONAL LP
        This Agreement of Limited Partnership (this "Agreement" ) of Molson Coors International LP, a Delaware limited partnership (the "Partnership" ), is entered into as of April 10, 2007, by and between Molson Coors Brewing Company, a Delaware corporation, as general partner (the "General Partner" ), Coors Brewing Company, a Colorado corporation, (the "Original Limited Partner" ), and the parties identified on the signature page hereof as Limited Partners.
RECITALS
        A.    The Partnership was formed by filing a Certificate of Limited Partnership with the office of the Secretary of State of the State of Delaware on even date hereof; and
        B.    The Partnership is a party to that Merger Agreement dated of even date hereof (the "Merger Agreement" ), pursuant to which Coors Brewing Company International, Inc., a Colorado corporation, Coors Intercontinental Inc., a Colorado corporation, and Coors Worldwide, Inc., a Colorado corporation, are being merged with and into the Partnership and the Partnership is the surviving entity.
        NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree to as follows:
ARTICLE I
THE PARTNERSHIP
         1.1.     Formation of Limited Partnership.     The Partners hereby enter into and form pursuant to the provisions of the Delaware Act a limited partnership for the purpose and scope set forth hereinafter. Except as provided to the contrary in this Agreement, the rights, duties, status, and liabilities of the Partners, and the formation, administration, dissolution, and continuation or termination of the Partnership, shall be as provided in the Delaware Act.
         1.2.     Name.     The name of the Partnership shall be "Molson Coors International LP", and the business of the Partnership shall be conducted under such name or under any other name or names as the General Partner may from time to time determine to be necessary, appropriate, or advisable in furtherance of the purposes of the Partnership.
         1.3.     Filings.     
         (a)    The General Partner has caused the Certificate of Limited Partnership (the "Certificate" ) to be filed in the office of the Secretary of State of Delaware in accordance with the provisions of the Delaware Act. The General Partner shall take any and all other actions reasonably necessary to perfect and maintain the status of the Partnership as a limited partnership under the laws of Delaware. The General Partner shall cause amendments to the Certificate to be filed whenever required by the Delaware Act. Such amendments may be executed by any General Partner and by each other general partner designated in the amendment as a new general partner.
         (b)    On or before April 30, 2007, the General Partner shall file IRS Form 8832 (Entity Classification Election) and shall cause the Partnership to be treated as an association taxable as a corporation for federal income tax purposes as of the date hereof and for all taxable periods thereafter.
         (c)    Upon the dissolution of the Partnership, the General Partner (or, in the event there is no remaining General Partner, any Person elected pursuant to Section 12.2 hereof) shall promptly execute and cause to be filed certificates of dissolution in accordance with the Delaware Act and the laws of any other states or jurisdictions in which the Partnership has filed certificates.

         1.4.     Purpose.     The purpose and nature of the business to be conducted and promoted by the Partnership shall be to take any action or engage in any activity lawfully permitted under the Delaware Act. Any or all of the foregoing activities may be conducted directly by the Partnership or indirectly through any other business combination or entity, and any properties, assets or liabilities related to such activities may be acquired and held by the Partnership.
         1.5.     Office and Place of Business.     The office of the Partnership shall be at 1225 17th Street, Suite 3200—MCCC, Denver, CO 80202, and the Partnership's place of business shall be at such office and at such other locations as the General Partner determines advisable. The Partnership may, by giving notice thereof to the Limited Partners, move its office to such other place within or without the State of Colorado as the General Partner may from time to time determine to be necessary, appropriate, or advisable.
         1.6.     Term.     The Partnership shall commence on the later of the date the Partners execute this Agreement or the date the Certificate is filed with the Secretary of the State of Delaware, and shall continue until it is terminated in accordance with the provisions of this Agreement or by operation of law.
         1.7.     Original Limited Partner.     In order to create the Partnership under the Delaware Act, the General Partner made an initial contribution to the capital of the Partnership of $10 and has accepted a contribution to the capital of the Partnership in the amount of $990 from the Original Limited Partner for an interest in the Partnership, and the Original Limited Partner has been admitted to the Partnership as a Limited Partner. As of the effective date of the merger contemplated by the Merger Agreement and the resulting admission to the Partnership of the Limited Partners, the interest in the Partnership of the Original Limited Partner shall be terminated, and the amounts contributed by it to the Partnership shall be refunded.
         1.8.     Unit Certificates.     Unless otherwise determined by the General Partner, the Partnership will not issue any certificates of Units, but will at the written request of a Partner provide statements of Units certified by the General Partner or an officer based upon the Partnership's books and records, stating the interest owned by the Partner as well as any effective assignments of rights with respect to such Units, as of the date the statement is provided.
ARTICLE II
DEFINITIONS
        Unless the context otherwise specifies or requires, the terms defined in this Article II shall, for purposes of this Agreement, have the meanings herein specified:
         2.1     "Affiliate" means, with respect to a Person, any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person. The term "control," as used in the immediately preceding sentence, means, with respect to a Person that is a corporation, the right to exercise, directly or indirectly, more than ten percent (10%) of the voting rights attributable to the shares of the controlled corporation, and with respect to a Person that is not a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled Person. It is expressly acknowledged and agreed that for purposes of this Agreement, Molson Coors International General, ULC, an unlimited liability company organized under the laws of Nova Scotia, is an Affiliate of Molson Coors Brewing Company, a Delaware corporation, and Coors International Holdco, ULC, an unlimited liability company organized under the laws of Nova Scotia, is an Affiliate of Coors Brewing Company, a Colorado corporation.
         2.2     "Applicable Law" means each applicable law, statute, treaty, rule, code, ordinance, regulation, consent, certificate, order, interpretation, exemption, license and permit of any governmental authority and each judgment, decree, injunction, writ, order or like action of any court, arbitrator or other
2

administrative, judicial or quasi-judicial tribunal or agency of competent jurisdiction (including, without limitation, any pertaining to health, safety or the environment).
         2.3     "Bankruptcy" means, with respect to any Person, a Voluntary Bankruptcy or an Involuntary Bankruptcy, as hereinafter defined.
         2.4     "Capital Contribution" means the total contribution to the capital of the Partnership for which a Partner is legally bound and obligated, which amount is designated as a capital contribution for such Partner pursuant to Article III of this Agreement.
         2.5     "Class A Units" means the Units designated as Class A Units, which shall have such rights, terms and obligations as provided in this Agreement. All General Partner Interests in the Partnership shall be evidenced by Class A Units.
         2.6     "Class B Units" means the Units designated as Class B Units, which shall have such rights, terms and obligations as provided in this Agreement.
         2.7     "Class C Preferred Units" means the Units designated as Class C Preferred Units, which shall have such rights, terms and obligations as provided in this Agreement.
         2.8     "Certificate" has the meaning attributed to it in Section 1.3.
         2.9     "Certificate of Designations" has the meaning attributed to it in Section 3.8.
         2.10   "Code" means the Internal Revenue Code of 1986, as amended from time to time.
         2.11   "Delaware Act" means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et. seq. (1999), as amended, supplemented or restated from time to time and any succession to such statute.
         2.12   "Fiscal Year" means the twelve (12) month period (except in the case of the first taxable year of the Partnership) ending on December 31st or such other date as determined by the General Partner in accordance with applicable tax laws.
         2.13   "General Partner" has the meaning ascribed thereto in the introductory paragraph, together with each other Person (if any) that subsequently becomes an additional or substituted General Partner in accordance herewith, but excluding any such Person that subsequently ceases to be a General Partner pursuant to the provisions of this Agreement. In the event that there are more than two Persons serving in the capacity of General Partner under this Agreement, actions by the General Partner shall require the agreement of a majority of such Persons.
         2.14   "General Partner Interest" means the entire ownership interest and rights of a General Partner as a general partner in the Partnership (which shall be represented by Class A Units), together with all obligations of such Person to comply with the terms and provisions of this Agreement. The term "General Partner Interest" specifically does not include any Units in the Partnership which the General Partner may own as a Limited Partner.
         2.15   "Interests" or "Limited Partner Interests" means a Limited Partner's entire ownership interest in the Partnership at any particular time (which shall be represented by Class B Units or Class C Preferred Units, as the case may be), including, without limitation, such Limited Partner's right to vote (if any), and to receive distributions pursuant to this Agreement and any and all rights and benefits to which such Limited Partner may be entitled as provided in this Agreement and the Act, together with the obligation of such Limited Partner to comply with all the terms and provisions of this Agreement.
         2.16   "Indemnitees" has the meaning attributed to it in Section 6.6(a).
3

         2.17   "Involuntary Bankruptcy" means, with respect to any Person, without the consent or acquiescence of such Person, the entering of an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or other similar relief under any present or future bankruptcy, insolvency, or similar statute, law, or regulation, or the filing of any such petition against such Person, which petition shall not be dismissed within ninety (90) days, or, without the consent or acquiescence of such Person, the entering of an order appointing a trustee, custodian, receiver, or liquidator of such Person or of all or any substantial part of the property of such Person, which order shall not be dismissed within sixty (60) days.
         2.18   "Limited Partner" means each Person that is designated on the signature page hereto, and that has executed this Agreement, and holds Class B Units or Class C Preferred Units, together with each other Person (if any) that subsequently becomes an additional or substituted Limited Partner in accordance with this Agreement, but excluding any such Person that subsequently ceases to be a Limited Partner pursuant to the provisions of this Agreement.
         2.19   "Liquidating Events" has the meaning attributed to it in Section 12.1 (a).
         2.20   "Majority in Interest" means the affirmative vote or consent of the Partners holding, as of the time such determination is being made, greater than fifty percent (50%), or such other specified percentage, of the Units entitled to vote.
         2.21   "Merger Agreement" has the meaning attributed to it in Recital B.
         2.22   "Net Cash Flow" means the gross cash proceeds of the Partnership less the portion thereof retained for investment by the Partnership and any amounts used to pay or establish reserves for all Partnership expenses, debt payments, capital improvements, replacements, and contingencies, all as determined by the General Partner. Net Cash Flow shall not be reduced by depreciation, amortization, cost recovery deductions, or similar allowances, but shall be increased by any reductions of reserves previously established.
         2.23   "Original Limited Partner" has the meaning attributed to it in the introductory paragraph.
         2.24   "Partner or "Partners" means the General Partner (whether one or more) and the Limited Partners (whether one or more).
         2.25   "Partnership" has the meaning attributed to it in the introductory paragraph.
         2.26   "Permitted Transfer" has the meaning ascribed thereto in Section 10.2.
         2.27   "Person" means an individual, partnership, corporation, trust, unincorporated association, or other entity or association.
         2.28   "Regulations" means the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).
         2.29   "Record Holder" as applied to the holder of a Unit, means the Person shown as the owner of such Unit on the books and records of the Partnership.
         2.30   "Securities Act" means the Securities Act of 1933, as amended from time to time.
         2.31   "Transfer" means, as a noun, any voluntary or involuntary transfer, sale, pledge, hypothecation, or other disposition and, as a verb, voluntarily or involuntarily to transfer, sell, pledge, hypothecate, or otherwise dispose of.
         2.32   "Units" means the units of measurement for determining a Person's General Partner Interest and/or Limited Partner Interest in the Partnership. All General Partner Interests and Limited Partner
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Interests shall be evidenced by Units, which may be designated in one or more classes or series and with such rights, preferences and limitations as provided in this Agreement. As of the date hereof, Units include Class A Units, Class B Units and Class C Preferred Units.
         2.33   "Voluntary Bankruptcy" means, with respect to any Person, the inability of such Person generally to pay its debts as such debts become due, or an admission in writing by such Person of its inability to pay its debts generally or a general assignment by such Person for the benefit of creditors; the filing of any petition or answer by such Person seeking to adjudicate it a bankrupt or insolvent, or seeking for itself any liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of such Person or its debts under any law relating to bankruptcy, insolvency, or reorganization or relief of debtors, or seeking, consenting to, or acquiescing in the entry of an order for relief or the appointment of a receiver, trustee, custodian, or other similar official for such Person or for any substantial part of its property; or corporate action taken by such Person to authorize any of the actions set forth above.
ARTICLE III
CAPITAL STRUCTURE
         3.1.     General Partner Capital Structure and Contribution.     The General Partner contributed to the capital of the Partnership $10, and received in exchange for such contribution one (1) Class A Unit in the Partnership, which Class A Unit is being redeemed and cancelled (in exchange for a payment of $10) in connection with transactions contemplated by the Merger Agreement. In addition, in accordance with the terms and provisions of the Merger Agreement, the General Partner received 22,827,472 Class A Units with respect to its ownership interest in Coors International, Inc.
         3.2.     Limited Partner Capital Structure.     All Limited Partner Interests in the Partnership shall be evidenced by Class B Units or Class C Preferred Units. 2,168,249,472 Class B Units and 1,353,999,417 Class C Preferred Units are being issued to the Limited Partners in accordance with the terms and provisions of the Merger Agreement.
         3.3.     Voting Rights.     Except as may expressly be provided herein, each Partner shall be entitled to one vote per Unit held of record on the Partnership's books as to matters that come before the Partners for a vote. No class of Units shall be entitled to a class or separate vote on any matters coming before the Partners for a vote. All matters coming to a vote by the Partnership shall be decided by a Majority in Interest.
         3.4.     Return of Contributions.     Except as may expressly be provided herein, no Partner shall be entitled to the return of its Capital Contribution or any other contribution to the Partnership nor entitled to be paid any interest, salary or drawing in respect of any Capital Contribution made by it to the Partnership. No unrepaid Capital Contribution shall be deemed or considered to be a liability of the Partnership or of any Partner. Except as expressly provided herein, no Partner shall be required to contribute or loan any cash or property to the Partnership to enable the Partnership to return any Partner's contributions to the Partnership.
         3.5.     Additional Contributions.     Except as expressly provided under non-waivable provisions of Applicable Law, without the unanimous consent of the Partners, no Partner shall be required to contribute additional cash or capital to the Partnership. With the consent of the General Partner, any Limited Partner may contribute additional cash or capital to the Partnership in exchange for additional Units as provided for in Section 3.6.
         3.6.     Additional Issuance of Units.     No additional Units shall be issued (other than those authorized from time to time by a Majority in Interest) without the consent of a Majority in Interest. Any additional Units issued with the consent of a Majority in Interest shall be issued on terms and conditions as determined by the General Partner and approved by a Majority in Interest.
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         3.7.     No Preemptive Rights.     No Partner shall have any preemptive, preferential or other similar right with respect to (a) additional Contributions; (b) the issuance or sale of Units, whether unissued or treasury; (c) the issuance of any obligations, evidences of indebtedness or other securities of the Partnership convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such unissued or treasury Units; (d) the issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any of the foregoing securities; or (e) the issuance or sale of any other securities that may be issued or sold by the Partnership.
         3.8.     Class C Preferred Units.     The Limited Partners holding Class C Preferred Units shall have those rights, privileges and preferences as provided in Schedule B attached hereto (the "Certificate of Designations").
         3.9.     Fractional Units.     The Company shall be permitted to issue fractional Units at the discretion of the General Partner.
ARTICLE IV
TAX MATTERS
         4.1.     United States Taxes.     For United Stated federal income tax purposes, the Partnership has elected to be treated as an association taxable as a corporation, and accordingly no allocations of net profits or net losses shall be made to the Partners.
         4.2.     Canadian Taxes.     For Canadian tax purposes, net income and net loss of the Partnership for financial accounting purposes for any fiscal year shall be determined in accordance with generally accepted accounting principles. For each fiscal year in which the income of the Partnership is not less than nil, each Partner (including for these purposes persons who were Partners of the Partnership at any time during the fiscal year) shall be allocated in respect of each hour ending in the fiscal year an amount equal to the income of the Partnership for the fiscal year divided by the number of hours in the fiscal year and multiplied by the Partner's proportion in the aggregate capital accounts of all Partners at the end of such hour; provided, however, that to the extent any gains are realized on the disposition of capital property, such gains will be allocated to those Persons who were Partners at the time of the disposition in proportion to their capital accounts at that time. For each fiscal year in which a net loss is incurred, each Partner (including for these purposes persons who were Partners of the Partnership at anytime during the fiscal year) shall be allocated in respect of each hour ending in the fiscal year an amount equal to the net loss of the Partnership for the fiscal year divided by the number of hours in the fiscal year and multiplied by the Partner's proportion in the aggregate capital accounts of all Partners at the end of such hour.
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         4.3.     Other.     In the event that the Partnership is required to allocate net profits or net losses to the Partners for purposes of any state or foreign law (other than Canada which is specifically addressed in Section 4.2), such allocations shall be made to the Partners in proportion to their Units or using any other method reasonably selected by the General Partner and permitted under Applicable Law.
 
 ARTICLE V
DISTRIBUTIONS
         5.1.     Net Cash Flow.     Except as contemplated by the Certificate of Designations (and after giving effect to the provisions thereof), Net Cash Flow shall be distributed from time to time as determined by the General Partner to the Partners in proportion to their Units.
         5.2.     Distributions in Kind.     
         (a)    The General Partner may determine, in its sole discretion, to make all or a part of a distribution permitted under this Article V in property other than cash.
         (b)    No Partner may compel a distribution in kind by the Partnership or may be compelled to accept a distribution of any asset in kind from the Partnership to the extent that the percentage of the asset distributed to it exceeds a percentage of that asset which is equal to the percentage in which it shares in distributions from the Partnership.
         5.3.     Dissolution.     Notwithstanding Section 5.1 hereof, upon dissolution of the Partnership all distributions of Net Cash Flow shall be made in accordance with Article XII.
 
 ARTICLE VI
MANAGEMENT
         6.1.     Authority of the General Partner.     The General Partner shall have the sole and exclusive right to manage the business of the Partnership and, except to the extent otherwise provided herein and subject to the approval of the Limited Partners to the extent required by this Agreement, shall have all of the rights and powers which may be possessed by general partners under the Delaware Act including, without limitation, the right and power to:
         (a)    acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership;
         (b)    operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage, and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership;
         (c)    execute any and all agreements, contracts, documents, certificates, and instruments necessary or convenient in connection with the management, maintenance, and operation of the Partnership property, or in connection with managing the affairs of the Partnership, including executing amendments to this Agreement in accordance with its terms, pursuant to any power of attorney granted by the Limited Partners to the General Partner;
         (d)    execute any and all agreements, contracts, documents, certificates and instruments obligating the Partnership to guarantee the repayment of all present and future indebtedness of the General Partner or any Affiliate of the General Partner to third parties, whether for lines of credit, construction loans, general commercial purposes or otherwise;
         (e)    borrow money and issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership, including but not limited to any purchase of Units
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by the Partnership, and to secure the same by mortgage, pledge, or other lien on any Partnership property;
         (f)     execute, in furtherance of any or all of the purposes of the Partnership, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, bill of sale, contract, or other instrument purporting to convey or encumber any or all of the Partnership property;
         (g)    prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the Partnership property and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Partnership property;
         (h)    care for and distribute funds to the Partners by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Partnership or this Agreement;
         (i)     contract on behalf of the Partnership for the employment and services of employees and/or independent contractors, such as lawyers, accountants, and investment advisors, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Partnership;
         (j)     engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Partnership property and General Partner liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Partnership, as may be lawfully carried on or performed by a partnership under the laws of each state in which the Partnership is then formed or qualified;
         (k)    take, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes of the Partnership; and
         (l)     institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Partnership or the Partners in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith.
         6.2.     Compensation and Reimbursement of the General Partner.     No General Partner in its capacity as a General Partner shall receive any salary, fee, or draw for services rendered to or on behalf of the Partnership; provided, however, that the General Partner shall be reimbursed on a monthly basis (a) for all direct expenses it pays or incurs on behalf of the Partnership (including amounts paid to any Person to perform services for the Partnership); and (b) for the portion of the General Partner's legal, accounting, telephone, secretarial, bookkeeping, reporting, data processing, office rent and other office expenses, salaries and other compensation expenses, other administrative expenses and other incidental expenses necessary to the conduct of the Partnership's business which are incurred by the General Partner in operating the Partnership's business (including, without limitation, expenses allocated to such General Partner by its Affiliates), and which are allocated to the Partnership and not otherwise reimbursed. The General Partner shall determine such fees and expenses which are allocated to the Partnership in any reasonable good faith manner, taking into account the relative use of the General Partner's resources by the General Partner and the Partnership, but the amount allocated must be reasonable in amount and necessary to the function of the Partnership.
         6.3.     Restrictions on Authority of the General Partner.     Without the vote of a Majority in Interest, the General Partner shall not have the authority to, and covenants and agrees that it shall not:
         (a)    knowingly do any act in contravention of this Agreement;
         (b)    knowingly do any act which would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement;
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         (c)    knowingly perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction;
         (d)    merge or consolidate the Partnership with, or sell, assign, lease or otherwise dispose of (whether in a transaction or in a series of transactions) all or substantially all of the Partnership property (whether now owned or hereafter acquired) to any Person;
         (e)    convert the Partnership into any other form of entity allowed by Section 265 of the Delaware General Corporate Law or any other Applicable Law; or
         (f)     cause or permit the U.S. federal income tax classification of the Partnership to change from that of an association taxable as a corporation.
         6.4.     Right to Rely On the General Partner.     Any Person dealing with the Partnership may rely (without duty of further inquiry) upon a certificate signed by the General Partner as to: (a) the identity of the General Partner or any Limited Partner; (b) the existence or nonexistence of any fact or facts which constitute a condition precedent to acts by the General Partner or which are in any other manner germane to the affairs of the Partnership; (c) the Persons who are authorized to execute and deliver any instrument or document of the Partnership; or (d) any act or failure to act by the Partnership or any other matter whatsoever involving the Partnership or any Partner.
         6.5.     Standard of Care; Conflicts.     
         (a)    In performing its duties hereunder, the General Partner shall discharge its duties in good faith, and shall not be held liable or responsible to any Partner or to the Partnership for any losses sustained or liabilities incurred in connection with or attributable to errors in judgment of the General Partner, excluding those which are attributable to the General Partner's gross negligence, bad faith, breach of any material provision of this Agreement, or willful misconduct. The General Partner shall be entitled to rely on information, opinions, reports, or statements of the following Persons or groups unless it has knowledge concerning the matter in question that would cause such reliance to be unwarranted:
         (i)     one or more employees or other agents of the Partnership or the General Partner whom the General Partner reasonably believes to be reliable and competent in the matters presented; and
         (ii)    any attorney, public accountant or other Person as to matters which the General Partner or officer reasonably believes to be within such Person's professional or expert competence.
         (b)    The General Partner shall not be liable to the Partnership or its Partners for any action it takes or omits to take as a General Partner, as the case may be, if, in connection with such action or omission, it performed the duties of its position in compliance with this Section 6.5.
         (c)    The General Partner shall not have any liability for monetary damages to the Partnership or its Partners for breach of its fiduciary duty as a General Partner, except that this provision shall not eliminate or limit the personal liability of the General Partner to the Partnership or its Partners for monetary damages for: (i) any breach of the General Partner's duty of loyalty to the Partnership or its Partners; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) any transaction from which the General Partner directly or indirectly derives an improper personal benefit. Nothing contained herein will be construed to eliminate or diminish the defenses ordinarily available to a General Partner or officer or to deprive any General Partner or officer of any right it may have for contribution from any other Person.
         6.6.     Indemnification.     
         (a)     Indemnification by the Partnership. To the fullest extent permitted by Applicable Law, the General Partner, and its officers, directors, shareholders, agents and employees (the "Indemnitees"),
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shall be indemnified and held harmless by the Partnership from and against any and all losses arising from any claims, demands, liabilities, costs, damages, and causes of action in connection with or resulting from any acts or omissions by the Indemnitees undertaken on behalf of the Partnership, including without limitation any demands, claims or lawsuits initiated by a Partner, unless such acts or omissions are found by a court of competent jurisdiction upon entry of a final judgment to be in bad faith, or to constitute fraud, gross recklessness, willful misconduct or a knowing violation of the law. The indemnification rights herein contained shall be cumulative of, and in addition to, any and all rights, remedies, and recourses to which the General Partner, its officers, directors, shareholders, agents and employees shall be entitled. The indemnification authorized by this Section 6.6 shall include the payment of reasonable attorneys' fees and other expenses incurred in settling or defending any claims, threatened action, or finally adjudicated legal proceedings. In addition, the indemnification authorized by this Section 6.6 shall be subject to all procedural and other provisions as may now or hereafter be prescribed by Applicable Law.
         (b)     Advancement of Expenses. Any Indemnitee shall be entitled to receive, upon application therefor, advances from the Partnership to cover the costs of defending any pending, threatened or completed claim, action, suit or proceeding against it for losses in connection with which it would be entitled to receive indemnification under this Section 6.6; provided, however, that such advances shall be repaid to the Partnership (with interest thereon at a rate equal to the prime rate in effect at the principal banking institution of the Partnership or the General Partner) if the Indemnitee receiving such advance is found by a court of competent jurisdiction upon entry of final judgment to have violated the standards set forth in Section 6.6(a), which preclude indemnification hereunder.
         (c)     Source of Payment. Notwithstanding anything contained herein to the contrary, any amount to which an Indemnitee may be entitled under this Section 6.6 shall be paid only out of the assets of the Partnership and any insurance proceeds available to the Partnership for such purposes. No Partner shall be personally liable for any amount payable under this Section 6.6, or to make any Capital Contribution, return any distribution made to it by the Partnership, or restore any negative capital account balance to enable the Partnership to make such payment.
         6.7.     Compensation and Loans.     
         (a)     Compensation and Reimbursement. No Limited Partner in its capacity as a Limited Partner shall receive any salary, fee, or draw for services rendered to or on behalf of the Partnership, nor shall any Limited Partner be reimbursed for any expenses incurred by such Limited Partner on behalf of the Partnership; provided, however, that nothing in this Agreement shall preclude the employment, at the expense of the Partnership and for fair and reasonable compensation, of any agent, employee or third party (including the General Partner and any other Partner or the Affiliate of any Partner) to manage or provide other services relating to the Partnership's business or its investments, subject to the control of the General Partner.
         (b)     Loans. Any Person may, with the consent of the General Partner, lend or advance money to the Partnership. If any Partner shall make any loan or loans to the Partnership or advance money on its behalf, the amount of any such loan or advance shall not be treated as a Capital Contribution but shall be a debt due from the Partnership, repayable out of the Partnership's cash and bearing interest at a rate agreed to by the General Partner and the lending Partner, but not in excess of the maximum rate permitted by law. The rate of interest shall be determined by taking into consideration prevailing interest rates and shall be no less favorable to the Partnership than if the lender had been an independent third party. None of the Partners shall be obligated to make any loan or advance to the Partnership.
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         6.8.     Operating Provisions.     
         (a)     Signature of General Partner. The signature of the General Partner shall be necessary and sufficient to convey title to any real or personal property owned by the Partnership or to execute any promissory notes, trust deeds, mortgages, or other instruments of hypothecation, and all of the Partners agree that a copy of this Agreement may be shown to the appropriate parties in order to confirm the same, and further agree that the signature of the General Partner shall be sufficient to execute any "statement of partnership" or other documents necessary to effectuate this or any other provision of this Agreement. All of the Partners do hereby appoint the General Partner as their attorney in fact for the execution of any or all of the documents described herein.
         (b)     Appointment of Officers.
         (i)     Officers of the Partnership may be appointed from time to time by the General Partner. No officer need be a Partner or an officer or director of the General Partner. Any officers designated by the General Partner shall have such authority and perform such duties as the General Partner may, from time to time, delegate to such officer. The General Partner may assign titles to particular officers and, unless the General Partner decides otherwise, if the title is one commonly used for officers of a Delaware corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such officer by the General Partner and subject to all standards of care and restrictions applicable to the officers of a Delaware corporation under Applicable Law.
         (ii)    Each officer shall hold office until his or her successor is duly designated and qualified or until his or her death or until he or she resigns or is removed by the General Partner with or without cause. Any number of offices may be held by the same Person. The salaries or other compensation, if any, of the officers of the Partnership shall be fixed from time to time by the General Partner.
         (c)     Title to Property. All real and personal property owned by the Partnership shall be owned by the Partnership as an entity and no Partner shall have any ownership interest in such property in its individual name or right, and each Partner's interest in the Partnership shall be personal property for all purposes. The Partnership shall hold all of its real and personal property in the name of the Partnership and not in the name of any Partner.
         (d)     Independent Activities; Transactions With Affiliates.
         (i)     The General Partner and any of its Affiliates shall be required to devote only such time to the affairs of the Partnership as the General Partner determines in its sole discretion may be necessary to manage and operate the Partnership, and each such Person, to the extent not otherwise directed by the General Partner, shall be free to serve any other Person or enterprise in any capacity that it may deem appropriate in its discretion.
         (ii)    Insofar as permitted by Applicable Law, the General Partner (acting on its own behalf) may, notwithstanding this Agreement, engage in whatever activities it chooses, whether the same are competitive with the Partnership or otherwise, without having or incurring any obligation to offer any interest in such activities to the Partnership or any Partner, and neither this Agreement nor any activity undertaken pursuant hereto shall prevent the General Partner from engaging in such activities, or require the General Partner to permit the Partnership or any Partner to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Partner, each Partner hereby waives, relinquishes and renounces any such right or claim of participation.
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         (iii)  To the extent permitted by Applicable Law and except as otherwise provided in this Agreement, the General Partner, when acting on behalf of the Partnership, is hereby authorized to purchase property from, sell property to, or otherwise deal with any Partner, acting on its own behalf, or any Affiliate of any Partner, provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Partnership than if the sale, purchase or other transaction had been entered into with an independent third party.
 
 ARTICLE VII
LIMITED PARTNERS
         7.1.     General.     Except as otherwise provided in this Agreement, the Limited Partners shall have all of the rights, and be afforded the status, of limited partners as set forth in the Delaware Act. No Limited Partner shall have any right or power to take part in the management or control of the Partnership or its business or affairs; provided, however, that Limited Partners may at the discretion of the General Partner participate in the affairs of the Partnership to the extent otherwise allowed by Section 17-303 of the Delaware Act.
         7.2.     Additional Limited Partners.     No Person shall be admitted to the Partnership as a Limited Partner without the consent of the General Partner. No Limited Partner shall transfer its Units except as provided in Article X hereof.
         7.3.     Limitation of Liability.     The liability of the Limited Partners shall be limited to the amount which they have contributed and agreed to contribute to the Partnership pursuant to Article III.
         7.4.     Covenant Not to Withdraw or Dissolve.     Notwithstanding any provision of the Delaware Act, each Limited Partner hereby covenants and agrees that the Partners have entered into this Agreement based on their mutual expectation that all Partners will continue as Partners and carry out the duties and obligations undertaken by them hereunder and that, except as otherwise expressly required or permitted hereby, no Partner shall withdraw or retire from the Partnership, be entitled to demand or receive a return of such Partner's contributions or profits (or a bond or other security for the return of such contributions or profits), or exercise any power under the Delaware Act to dissolve the Partnership without the unanimous consent of the Partners.
         7.5.     Representations of the Limited Partners.     Each Partner hereby represents and warrants to the Partnership and the General Partner that such Partner's acquisition of Units hereunder is made as principal for such Partner's own account and not for resale or distribution of such Units. Each Partner further hereby agrees that the following legend may be placed upon any counterpart of this Agreement or any other document or instrument evidencing ownership of Units:
        THE PARTNERSHIP UNITS ISSUED UNDER THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAWS AND THE TRANSFERABILITY OF SUCH UNITS IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (1) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR (2) THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION SHALL BE ESTABLISHED TO THE SATISFACTION OF COUNSEL TO THE PARTNERSHIP.
        THE UNITS REPRESENTED BY THIS DOCUMENT ARE SUBJECT TO FURTHER RESTRICTION AS TO THEIR SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT AS SET FORTH IN THE AGREEMENT OF LIMITED PARTNERSHIP AND AGREED TO
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BY EACH PARTNER. SAID RESTRICTIONS PROVIDE, AMONG OTHER THINGS, THAT NO UNITS MAY BE TRANSFERRED WITHOUT FIRST OFFERING SUCH UNITS TO THE OTHER PARTNERS AND THE PARTNERSHIP, AND THAT NO VENDEE, TRANSFEREE, ASSIGNEE, OR ENDORSEE OF A LIMITED PARTNER SHALL HAVE THE RIGHT TO BECOME A SUBSTITUTED PARTNER WITHOUT THE CONSENT OF THE GENERAL PARTNER WHICH CONSENT MAY BE GIVEN OR WITHHELD IN THE SOLE AND ABSOLUTE DISCRETION OF THE GENERAL PARTNER.
 
 ARTICLE VIII
ADMINISTRATIVE MATTERS
         8.1.     Books and Records.     The books and records of the Partnership shall be kept, at the expense of the Partnership, by the General Partner at the principal place of business of the Partnership, and shall reflect all Partnership transactions and be appropriate and adequate for conducting the Partnership business.
         8.2.     Inspection.     Upon showing a proper purpose, each Partner shall have the right, upon giving twenty business days' prior written notice to the General Partner, to inspect the books and records of the Partnership during reasonable business hours at the principal place of business of the Partnership; provided, however, that the Partner's inspection rights under this Section 8.2 shall be no broader than those afforded by Section 17-305 of the Delaware Act, or any successor thereto.
         8.3.     Bank Accounts.     All funds of the Partnership shall be deposited in its name in an account or accounts maintained at banks or financial institutions designated by the General Partner. The funds of the Partnership shall not be commingled with the funds of any other Person without the approval or consent of the Limited Partners. Checks shall be drawn upon the Partnership account or accounts only for the purposes of the Partnership, and shall be signed by such signatory party or parties as may be designated from time to time by the General Partner.
         8.4.     Status of Creditor.     No creditor who makes a nonrecourse loan to the Partnership shall have or acquire, at any time as a result of making the loan, any direct or indirect interest in the profits, capital or property of the Partnership other than as a secured creditor.
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 ARTICLE IX
PARTNER MEETINGS
         9.1.     Meetings of the Partners.     
         (a)    Meetings of the Partners may be called by the General Partner and shall be called upon the written request of the Limited Partners holding at least twenty percent (25%) of the Units. Notice of any such meeting shall be given to all Partners not less than ten (10) business days nor more than sixty (60) business days prior to the date of such meeting and shall state the nature of any business to be transacted thereat. Partners may vote in person or by proxy at such meeting. Whenever the vote or consent of Partners is permitted or required under this Agreement, such vote or consent may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 9.2. Except as otherwise expressly provided in this Agreement, the vote of a Majority in Interest shall control.
         (b)    For purposes of determining the Partners entitled to vote on, or to vote at, any meeting of the Partners or any adjournment thereof, the General Partner or the Limited Partners requesting such meeting may fix, in advance, a date as the record date for any such determination. Such date shall not be more than thirty (30) business days nor less than ten (10) business days before any such meeting.
         (c)    Each Limited Partner may authorize any Person or Persons to act for it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Limited Partner or its attorney in fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Limited Partner executing it.
         (d)    Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate.
         9.2.     Consent in Lieu of Meeting.     The Partnership may take any action contemplated under this Agreement without a meeting if approved by the General Partner and a Majority in Interest (unless a higher percentage is established by this Agreement for one or more matters to which such action relates, in which case such consent must be signed by the Limited Partners holding such higher percentage Majority in Interest), such consent to be provided in writing, or by telephone or facsimile, if such telephone conversation or facsimile is followed by a hard copy of the telephone conversation or facsimiled communication sent by registered or certified mail, postage and charges prepaid, addressed as described in Section 13.1.
 
 ARTICLE X
TRANSFERS OF UNITS
         10.1.     Restriction on Transfers.     Except as otherwise permitted by this Agreement, no Partner shall Transfer all or any portion of its Units without the written consent of the General Partner and a Majority in Interest.
         10.2.     Permitted Transfers.     Subject to the conditions and restrictions set forth in Section 10.3 hereof, a Partner may at any time Transfer all or any portion of its Units to any Affiliate of the Partner (any such Transfer being referred to in this Agreement as a " Permitted Transfer ").
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         10.3.     Conditions to Permitted Transfers.     A Transfer shall not be treated as a Permitted Transfer under Section 10.2 hereof unless and until the following conditions are satisfied; provided, however, that any such conditions may be waived in writing by the General Partner:
         (a)    Except in the case of a Transfer of Units involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article X. In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Partnership of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Partnership.
         (b)    The transferor and transferee shall furnish the Partnership with the transferee's taxpayer identification number, sufficient information to determine the transferee's initial tax basis in the Units transferred, and any other information reasonably necessary to permit the Partnership to file all required federal, state and local tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until it has received such information.
         10.4.     Admission of Transferee as a Limited Partner.     Subject to the other provisions of this Article X, a transferee of Units in the Partnership may be admitted to the Partnership as a substituted Partner only upon satisfaction of the conditions set forth below:
         (a)    the Units with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer and the Permitted Transfer meets the conditions of Section 10.3;
         (b)    the transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the General Partner may reasonably request to confirm such transferee as a Partner in the Partnership and such transferee's agreement to be bound by the terms and conditions hereof; and
         (c)    the transferee pays or reimburses the Partnership for all reasonable legal, filing and other costs and expenses that the Partnership incurs in connection with the admission of the transferee as a Limited Partner with respect to the transferred Units.
         10.5.     Prohibited Transfers.     
         (a)     Null and Void. Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no effect whatsoever; provided, however, that if the Partnership is required to recognize a Transfer that is not a Permitted Transfer (or if the General Partner, in its sole discretion, elects to recognize a Transfer that is not a Permitted Transfer), the Units so Transferred shall be strictly limited to the transferor's rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Units may have to the Partnership.
         (b)     Indemnification. In the case of a Transfer or attempted Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers' fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.
         (c)     Rights of Unadmitted Assignees. A Person who acquires one or more Units but who is not admitted as a substituted Partner pursuant to Section 10.4 hereof shall be entitled only to allocations
15

and distributions with respect to such Units in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of a General Partner or a Limited Partner under the Delaware Act or this Agreement.
 
 ARTICLE XI
GENERAL PARTNER
         11.1.     Additional General Partners.     Except as provided in this Article XI and Section 12.1 hereof, without the written consent of a Majority in Interest, no Person shall be admitted to the Partnership as a General Partner and no General Partner shall transfer all or any portion of its General Partner Interest; provided, however, that Molson Coors Brewing Company shall be permitted to transfer its General Partner Interest to Molson Coors International General, ULC, an unlimited liability company incorporated under the laws of Nova Scotia (" MCIG "), and at such time as MCIG becomes a party to this Agreement, it shall be admitted as a General Partner of the Partnership and Molson Coors Brewing Company shall cease to be a General Partner and shall be relieved of all liabilities and obligations hereunder.
         11.2.     Covenant Not to Withdraw, Transfer, or Dissolve.     Except as otherwise permitted by this Agreement, the General Partner hereby covenants and agrees not to (a) take any action to file a certificate of dissolution or its equivalent with respect to itself; (b) take any action that would cause a Voluntary Bankruptcy of the General Partner; (c) withdraw or attempt to withdraw from the Partnership; (d) exercise any power under the Delaware Act to dissolve the Partnership; (e) Transfer all or any portion of its General Partner Interest (other than to any Affiliate of the General Partner); or (f) petition for judicial dissolution of the Partnership. Further, the General Partner hereby covenants and agrees to continue to carry out the duties of a General Partner hereunder until the Partnership is dissolved and liquidated pursuant to Article XII hereof.
         11.3.     Termination of Status as General Partner.     
         (a)    A General Partner shall cease to be a General Partner upon the first to occur of (i) the Bankruptcy of such Partner; (ii) the involuntary Transfer by operation of law of such Partner's General Partner Interest; (iii) the vote of a two-thirds (2/3) Majority in Interest to approve a request by such General Partner to retire; (iv) in the case of Molson Coors Brewing Company, as contemplated by Section 11.1; or (v) the vote of a two-thirds (2/3) Majority in Interest to remove such General Partner after such General Partner has attempted to make a Transfer of its General Partner Interest that is not permitted by Section 10.3 hereof, committed a material breach of this Agreement, committed any other act or suffered any other condition that would justify a decree of dissolution of the Partnership under the laws of the State of Delaware or experienced a change of control. In the event a Person ceases to be a General Partner without having Transferred its entire General Partner Interest, such Person shall be treated as an unadmitted transferee of a Partnership interest as a result of an unpermitted Transfer of an interest pursuant to Section 10.5(c) hereof.
         (b)    If a General Partner ceases to be a Partner for any reason hereunder, such Person shall continue to be liable as a Partner for all debts and obligations of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts or liabilities were known or unknown and/or actual or contingent. A Person shall not be liable as a General Partner for Partnership debts and obligations arising after such Person ceases to be a General Partner. Any debts, obligations or liabilities in damages to the Partnership of any Person who ceases to be a General Partner shall be collectible by any legal means and the Partnership is authorized, in addition to any other remedies at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations or liabilities.
16

         (c)    It is the intention of the Partners that the Partnership not dissolve as a result of the cessation of any General Partner's status as a General Partner; provided, however, that if it is determined by a court of competent jurisdiction that the Partnership has dissolved, the provisions of Section 12.1 shall govern.
         (d)    If at the time a Person ceases to be a General Partner such Person is also a Limited Partner with respect to an Interest other than its General Partner Interest, such cessation shall not affect such Person's rights and obligations with respect to such Interest.
 
 ARTICLE XII
DISSOLUTION AND WINDING UP
         12.1.     Liquidating Events.     
         (a)    The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (" Liquidating Events "):
         (i)     the vote of the General Partner and a two-thirds (2/3) Majority in Interest to dissolve, wind up, and liquidate the Partnership;
         (ii)    the happening of any other event that makes it unlawful, impossible or impractical to carry on the business of the Partnership; or
         (iii)  an event of withdrawal of the General Partner, unless at the time there is at least one other General Partner and a Majority in Interest agree in writing or vote to continue the business of the Partnership and to appoint, effective as of the date of withdrawal, one or more additional General Partners if necessary or desired; or the assignment by a General Partner of its entire General Partner Interest in the Partnership; or any other event that causes a General Partner to cease to be a general partner under the Delaware Act, provided that any such event shall not constitute a Liquidating Event if the Partnership is continued pursuant to this Section 12.1.
         (b)    The Partners hereby agree that, notwithstanding any provision of the Delaware Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event. Upon the occurrence of any event set forth in Section 12.1(a)(iii), the Partnership shall not be dissolved or required to be wound up if at the time of such event there is at least one remaining General Partner and that General Partner carries on the business of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership and each General Partner hereby covenants and agrees that it will so carry on the business of the Partnership), or within ninety (90) days after such event all of the remaining Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of one or more additional General Partners. If it is determined, by a court of competent jurisdiction, that the Partnership has dissolved prior to the occurrence of a Liquidating Event, or if upon the occurrence of an event specified in Section 12.1(a)(iii) hereof, the Partners fail to agree to continue the business of the Partnership as provided in this Section 12.1, then within an additional ninety (90) days, a two thirds (2/3) Majority in Interest may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person elected by such two-thirds (2/3) Majority in Interest. Upon any such election by a two thirds (2/3) Majority in Interest, all Partners shall be bound thereby and shall be deemed to have consented thereto. Unless such an election is made within one hundred eighty (180) days after the event causing dissolution, the Partnership shall wind up
17

its affairs in accordance with Section 12.2 hereof. If such an election is made within one hundred eighty (180) days after the event causing dissolution, then:
         (i)     the reconstituted limited partnership shall continue until the occurrence of a Liquidating Event as provided in this Section 12.1;
         (ii)    if the successor general partner is not the former General Partner, then the interest of the former General Partner shall be treated thenceforth as an unadmitted transferee of a General Partner Interest; and
         (iii)  all necessary steps shall be taken to cancel this Agreement and to enter into a new partnership agreement and certificate of limited partnership, and the successor general partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Article XIII hereof, provided that the right of a two thirds (2/3) Majority in Interest to select a successor general partner and to reconstitute and continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an opinion of counsel that the exercise of the right would not result in the loss of limited liability of any Limited Partner and neither the Partnership nor the reconstituted Partnership would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue.
         12.2.     Winding Up.     Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners, and no Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership's business and affairs, provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Partners until such time as the Partnership property has been distributed pursuant to this Section 12.2 and the Partnership has terminated. The General Partner (or, in the event there is no remaining General Partner, any Person elected by a Majority in Interest) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership's liabilities and Property, and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in the following order:
         (a)    first, to the payment and discharge of all of the Partnership's debts and liabilities to creditors other than the Partners; and
         (b)    second, any remaining proceeds shall be allocated among the Partners in proportion to their Units, except as contemplated by the Certificate of Designations (and after giving effect to the provisions thereof).
         12.3.     Rights of Partners.     Except as otherwise provided in this Agreement, (a) each Partner shall look solely to the assets of the Partnership for the return of its Capital Contribution and shall have no right or power to demand or receive property other than cash from the Partnership; and (b) no Partner shall have priority over any other Partner as to the return of its Capital Contributions, distributions or allocations.
         12.4.     Notice of Dissolution.     In the event a Liquidating Event occurs or an event occurs that would, but for the provisions of Section 12.1, result in a dissolution of the Partnership, the General Partner shall, within thirty (30) days thereafter, provide written notice thereof to each of the Partners and to all other parties with whom the Partnership regularly conducts business (as determined in the discretion of the General Partner) and shall publish notice thereof in a newspaper of general circulation in each place in which the Partnership regularly conducts business (as determined in the discretion of the General Partner).
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 ARTICLE XIII
MISCELLANEOUS
         13.1.     Notices.     Any and all notices, requests, consents or other communications permitted or required to be given under the terms of this Agreement shall be in writing and shall be deemed received (a) if given by telecopier, when transmitted and the appropriate telephonic confirmation received if transmitted on a business day and during normal business hours of the recipient, and otherwise on the next business day following transmission; (b) if given by certified mail, return receipt requested, postage prepaid, three (3) business days after being deposited in the United States mails; (c) if given by telex, upon receipt by the party transmitting the telex (receipt of confirmation in writing not being necessary to the effectiveness of any telex); and (d) if given by Federal Express service or other means, when received or personally delivered. The mailing address and facsimile number of each of the parties is as follows or at such other addresses as may be provided to the other parties by notice given in accordance with the foregoing:
         (x)    If to the Partnership, to the address set forth in Section 1.5 hereof; and
         (y)    If to a Partner, to the address set forth opposite such Partner's name on Schedule A hereto.
        Any Person may from time to time specify a different address or facsimile number by notice given in the manner provided in this Section 13.1. If three (3) successive notices are given by the Partnership, whether with respect to a Partner's meeting or otherwise, to a Partner and are returned as undeliverable, no further notices to such Partner shall be necessary until another address for the Partner is made known to the Partnership.
         13.2.     Binding Effect.     Except as otherwise provided in this Agreement, every covenant, term and provision of this Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, legal representatives, successors, transferees and assigns.
         13.3.     Amendments.     This Agreement shall be amended only with the written consent of the General Partner and a two-thirds (2/3) Majority in Interest.
         13.4.     Headings.     Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.
         13.5.     Severability.     If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable under Applicable Law, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Furthermore, in lieu of such illegal, invalid or unenforceable provisions, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and shall be legal, valid and enforceable and shall not be more restrictive than the one severed herefrom.
         13.6.     Further Action.     Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge and deliver any documents which may be reasonably necessary, appropriate or desirable to carry out the provisions of this Agreement.
         13.7.     Variation of Pronouns.     All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the Person or Persons may require.
19

         13.8.     Governing Law.     The laws of the State of Delaware shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the Partners, without regard to any applicable conflict of laws principles.
         13.9.     Waiver of Action for Partition; No Bill for Partnership Accounting.     Each of the Partners irrevocably waives any right that it may have to maintain any action for partition with respect to any of the Partnership property. To the fullest extent permitted by law, each of the Partners covenants that it will not (except with the consent of the General Partner) file a bill for Partnership accounting.
         13.10.     Counterpart and Facsimile Execution.     This Agreement may be executed in any number of counterparts with the same effect as if all of the Partners had signed the same document. All counterparts shall be construed together and shall constitute one agreement. Facsimile signatures shall be deemed originals for all purposes.
         13.11.     Sole and Absolute Discretion.     Except as otherwise provided in this Agreement, all actions which the General Partner may take and all determinations which the General Partner may make pursuant to this Agreement may be taken and made at the sole and absolute discretion of the General Partner.
         13.12.     Specific Performance.     Each Partner agrees with the other Partners that the other Partners will be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that monetary damages will not provide an adequate remedy in such event. Accordingly, it is agreed that in addition to any other remedy to which the nonbreaching Partners may be entitled, at law or in equity, the nonbreaching Partners shall be entitled to injunctive relief to prevent breaches of the provisions of this Agreement and specifically to enforce the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having subject matter jurisdiction thereof.
         13.13.     Offset.     In the event that any sum is payable to any Partner pursuant to this Agreement, any amounts owed by such Partner to the Partnership shall be deducted from said sum before payment to such Partner.
[Signature Page(s) Follow]
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EXECUTED to be effective as of the 10 th day of April, 2007.

 	 	GENERAL PARTNER:
MOLSON COORS BREWING COMPANY, 
a Delaware corporation	

 	
By:	
 	
/s/   SAMUEL D. WALKER       
	
 	 	Name:	 	Samuel D. Walker,
	
 	 	Title:	 	Vice President, Secretary

 	
 	
ORIGINAL LIMITED PARTNER:
COORS BREWING COMPANY, 
a Colorado corporation	

 	
By:	
 	
/s/   SAMUEL D. WALKER       
	
 	 	Name:	 	Samuel D. Walker,
	
 	 	Title:	 	Vice President, Secretary

 	
 	
LIMITED PARTNER:
MOLSON COORS BREWING COMPANY, 
a Delaware corporation	

 	
By:	
 	
/s/   SAMUEL D. WALKER       
	
 	 	Name:	 	Samuel D. Walker,
	
 	 	Title:	 	Vice President, Secretary

EXECUTED to be effective as of the 12 th day of April, 2007.

 	 	GENERAL PARTNER:	

 	
Molson Coors International General, ULC	

 	
By:	
 	
/s/   E. JAY WELLS       
	
 	 	Name:	 	E. Jay Wells,
	
 	 	Title:	 	Vice President, Taxation

 	
 	
LIMITED PARTNERS:	

 	
Molson Coors International General, ULC	

 	
By:	
 	
/s/   E. JAY WELLS       
	
 	 	Name:	 	E. Jay Wells,
	
 	 	Title:	 	Vice President, Taxation

 	
 	
Coors International Holdco, ULC	

 	
By:	
 	
/s/   E. JAY WELLS       
	
 	 	Name:	 	E. Jay Wells,
	
 	 	Title:	 	Vice President, Taxation

 
 SCHEDULE A
As of April 10, 2007

Name, Address and Taxpayer
Identification Number
	 	Class A Units
	 	Class B Units
	 	Class C Units
	
Molson Coors Brewing Company
1225 17th Street, STE 3200 – MCCC
Denver, CO 80202	 	22,827,472	 	1,238,250,283	 	1,353,999,417	
Coors Brewing Company
Post Office Box 4030, NH311
Golden, CO 80401	 	0	 	952,620,088	 	0	
 	 		 		 		
Total	 	22,827,472	 	2,190,870,371	 	1,353,999,417	
 	 		 		 		
As of April 12, 2007

Name, Address and Taxpayer
Identification Number
	 	Class A Units
	 	Class B Units
	 	Class C Units
	
Molson Coors International General, ULC
1100 – 1959 Upper Water Street
P.O. Box 2380
Halifax, Nova Scotia, B3J 2E5,
Canada	 	22,827,472	 	1,238,250,283	 	1,353,999,417	
Coors International Holdco, ULC
P.O. Box 2380
Halifax, Nova Scotia, B3J 2E5,
Canada	 	0	 	952,620,088	 	0	
 	 		 		 		
Total	 	22,827,472	 	2,190,870,371	 	1,353,999,417	
 	 		 		 		
A-1

 
 SCHEDULE B 

Certificate of Designations

of the Partnership's Class C Preferred Units
         1.1     Number of Units.     Except as otherwise provided in this Agreement or as otherwise required by applicable law, all Class C Preferred Units shall be identical in all respects and shall entitle the holders thereof to the same rights, powers, preferences and privileges, subject to the same qualifications, limitations and restrictions.
         1.2     Definitions.     With respect to the Class C Preferred Units, the following terms shall have the meanings ascribed to them below:
         (a)     "Redemption Amount" in respect of each Class C Preferred Unit means U.S. $100.00.
         (b)     "Redemption Date" means in respect of each Class C Preferred Unit, the date that is five (5) years from the date of issuance of such Class C Preferred Unit.
         (c)     "Redemption Price" in respect of each Class C Preferred Unit means the Redemption Amount together with accrued and unpaid distributions up to the date of liquidation, dissolution or winding up or the date of redemption, as the case may be.
         1.3     Distributions.     
         (a)    The holders of the Class C Preferred Units shall be entitled to receive and the Partnership shall pay thereon, as and when declared by the General Partner out of the moneys of the Partnership properly applicable to the payment of distributions, cumulative preferential distributions at a rate per share of five percent (5%) of the Redemption Amount per annum.
         (b)    Payment of distributions (less any tax required to be withheld by the Partnership) shall, subject as hereinafter provided, be made by check of the Partnership payable at par at any branch in the United States of the Partnership's bankers or in such other manner as the payee may approve. Distributions which are represented by a check which has not been presented to the Partnership's bankers for payment or that otherwise remain unclaimed for a period of six (6) years from the date on which they were declared to be payable shall be forfeited to the Partnership.
         (c)    Except with the consent in writing of the holders of all the Class C Preferred Units outstanding, no distributions shall at any time be declared and paid, or declared and set aside for payment, on the Class A Units or the Class B Units or any other Units of the Partnership ranking junior to the Class C Preferred Units, in any year, unless accrued and unpaid distributions as provided for above have been declared on the Class C Preferred Units and the full amount of such distributions on the Class C Preferred Units then issued and outstanding shall have been paid, or provided for, at the date of such declaration and payment or setting aside of distributions on the Class A Units or the Class B Units or other Units of the Partnership ranking junior to the Class C Preferred Units.
         (d)    The holders of the Class C Preferred Units shall not be entitled to any distributions other than or in excess of the distributions hereinbefore provided for.
         1.4     No Voting Rights.     Except as otherwise provided in the Delaware Act, the holders of the Class C Preferred Units shall not be entitled to receive notice of, or to attend or to vote at, any meeting of the Partners of the Partnership.
         1.5     Liquidation, Dissolution or Winding-up.     In the event of the liquidation, dissolution or winding-up of the Partnership, whether voluntary or involuntary, or any other return of capital or distribution of assets of the Partnership among its Partners for the purpose of winding up its affairs, the holders of the Class C Preferred Units shall be entitled to receive in respect of each such share, before
B-1

any distribution of any part of the assets of the Partnership among the holders of the Class A Units, the Class B Units and any other Units of the Partnership ranking junior to the Class C Preferred Units, an amount equal to the Redemption Price. After payment to the holders of the Class C Preferred Units of the amount so payable to such holders as herein provided, the holders of the Class C Preferred Units shall not be entitled to share in any further distribution of the property or assets of the Partnership.
         1.6     Mandatory Redemption.     The Partnership shall, on each Redemption Date with respect to Class C Preferred Units, redeem all Class C Preferred Units required to be redeemed by paying to such holder an amount equal to the aggregate Redemption Price on presentation and surrender of the certificate(s) for the Class C Preferred Units to be so redeemed at the registered office of the Partnership. The certificate(s) for such Class C Preferred Units shall thereupon be cancelled and the Class C Preferred Units represented thereby shall thereupon be redeemed. Payment of the aggregate Redemption Price for the Class C Preferred Units to be redeemed shall be made, at the option of the Partnership, (a) by delivery to such holder of a check of the Partnership payable at par at any branch in the United States of the Partnership's bankers or (b) by wire transfer by the Partnership to the holder of the Class C Preferred Units. From and after the Redemption Date, such Class C Preferred Units shall cease to be entitled to distributions and the holder thereof shall not be entitled to exercise any of the rights of holders of Class C Preferred Units in respect thereof unless payment of the said Redemption Price is not made on the Redemption Date, in which case the rights of the holder of the Class C Preferred Units shall remain unaffected until payment in full of the Redemption Price.
         1.7     Partial Redemption.     If fewer than all Class C Preferred Units represented by a certificate are redeemed, the holder shall be entitled to receive, at the expense of the Partnership, a new certificate representing the Class C Preferred Units which have not been redeemed.
         1.8     Restriction on Distributions.     Except with the consent in writing of the holders of all the Class C Preferred Units outstanding, no distributions shall at any time be declared and paid, or declared and set aside for payment, and no other distributions shall at any time be made on or in respect of the Common Stock, or any other Units of the Partnership ranking junior to the Class C Preferred Units, if the payment or setting aside for payment of or the making of such distribution would impair the ability of the Partnership to redeem any Class C Preferred Units pursuant to this Schedule B.
         1.9     Amendment and Waiver.     No amendment, modification or waiver of any provision hereof shall be binding or effective without the prior written consent of the holders of a majority of the Class C Preferred Units outstanding at the time such action is taken.
B-2

QuickLinks
 AGREEMENT OF LIMITED PARTNERSHIP OF MOLSON COORS INTERNATIONAL LP
 AGREEMENT OF LIMITED PARTNERSHIP OF MOLSON COORS INTERNATIONAL LP
 ARTICLE V DISTRIBUTIONS
ARTICLE VI MANAGEMENT
ARTICLE VII LIMITED PARTNERS
ARTICLE VIII ADMINISTRATIVE MATTERS
 ARTICLE IX PARTNER MEETINGS
ARTICLE X TRANSFERS OF UNITS
ARTICLE XI GENERAL PARTNER
ARTICLE XII DISSOLUTION AND WINDING UP
ARTICLE XIII MISCELLANEOUS
 SCHEDULE A
 SCHEDULE B Certificate of Designations of the Partnership's Class C Preferred Units
 
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Exhibit 4.15
 
 ARTICLES OF INCORPORATION

OF

CBC HOLDCO, lNC.

(a Colorado corporation)
        The undersigned natural person, being more than eighteen years of age, hereby establishes a corporation pursuant to the statutes of Colorado and adopts the following Articles of Incorporation:
 
 ARTICLE I
NAME
        The name of the corporation is CBC Holdco, Inc. (the " Corporation ").
 
 ARTICLE II
DURATION
        The Corporation shall have perpetual existence.
 
 ARTICLE III
PURPOSES AND POWERS
        A.    The Corporation is organized for the purposes of engaging in any lawful acts or activities for which corporations may be organized under the laws of the State of Colorado.
        B.    Without limitation and in furtherance of the purposes set forth above, the Corporation shall have and may exercise any and all of the rights, powers and privileges now or hereafter conferred upon corporations organized under and pursuant to the laws of the State of Colorado, including the following powers:
        1.     To acquire by purchase, exchange, lease, or otherwise, and to hold, mortgage, pledge, hypothecate, exchange, sell, invest in and dispose of, alone, or in syndicates, or otherwise in conjunction with others, real and personal property of every kind and character, of whatsoever nature and wheresoever situated, and any interests therein.
        2.     To acquire by purchase, exchange, or otherwise, all or any part of, or interests in, the properties, assets, business, goodwill of any one or more persons, firms, associations, or corporations heretofore or hereafter engaged in any business for which corporations may now or hereafter be organized under the laws of the State of Colorado.
        3.     To borrow or raise money without limit as to amounts; contract for, perform, and provide for the performance of services in any nature which a corporation may lawfully perform; to act as a dealer for the sale of, to enter into underwriting agreements with respect to, to grant options with respect to, and to contract for the disposition of, or otherwise dispose of, the Corporation's stocks, bonds, and other securities.
        4.     To invest and deal with the funds of the Corporation in any manner, and to acquire by purchase or otherwise the stocks, bonds, notes, debentures and other securities and obligations of any corporation, association, partnership or government, and while the owner of any such securities or obligations, to exercise all the rights, powers and privileges of ownership, including, among other things, the right to vote thereon for any and all purposes.
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        5.     To indemnify officers, directors, and others, in the discretion of the Board of Directors of the Corporation (the " Board of Directors "), to the fullest extent authorized by the Colorado Business Corporation Act (the " Act ").
        6.     To limit or eliminate the personal liability of directors to the fullest extent allowed by the Act.
        7.     To do everything necessary, proper, advisable, or convenient for the accomplishment of the Corporation's purposes and all other things incidental thereto or connected therewith so long as the same shall not be prohibited by law or by these Articles of Incorporation.
 
 ARTICLE IV
CAPITAL STOCK
        A.     Authorized Capital.     The aggregate number of shares that the Corporation shall have authority to issue is 100,000 shares of common stock (the " Common Stock ") and 10,000,000,000 shares of preferred stock, all without par value, with the power to divide the shares in the capital for the time being into classes or series and to attach thereto respectively any preferred, deferred or qualified rights, privileges or conditions, including restrictions on voting rights and including redemption, purchase and other acquisition of such shares, subject, however, to the laws of the State of Colorado. Subject to Article V, Section E, and the rights of any shares of the Corporation ranking senior to the Common Stock, the Common Stock shall be entitled to receive the net assets of the Corporation upon dissolution.
        B.     Voting.     Each shareholder of Common Stock of record shall be entitled to vote and shall have one vote for each share of Common Stock outstanding in such shareholder's name on the books and records of the Corporation, except that in the election of directors such shareholder shall have the right to vote such number of shares for as many persons as there are directors to be elected. Cumulative voting shall not be allowed in the election of directors or for any other purpose. Except as otherwise provided in the laws of the State of Colorado, the holders of preferred stock shall not be entitled to receive notice of, or to attend or to vote at, any meeting of the shareholders of the Corporation.
 
 ARTICLE V
DESIGNATION OF THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS
OF THE CORPORATION'S SERIES A PREFERRED STOCK
        A.     Designation and Number of Shares.     The designation of the series of preferred stock authorized hereby shall be Series A Preferred Stock (the " Series A Preferred Stock "). The maximum number of shares of Series A Preferred Stock shall be 10,000,000,000 shares. Except as otherwise provided in these Articles of Incorporation or as otherwise required by applicable law, all shares of Series A Preferred Stock shall be identical in all respects and shall entitle the holders thereof to the same rights, powers, preferences and privileges, subject to the same qualifications, limitations and restrictions.
        B.     Definitions.     With respect to the Series A Preferred Stock, the following terms shall have the meanings ascribed to them below:
        1.     " Redemption Amount " in respect of each share of Series A Preferred Stock means U.S. $100.00.
        2.     " Redemption Date " means in respect of each share of Series A Preferred Stock, the date that is five (5) years from the date of issuance of such share of Series A Preferred Stock.
2

        3.     " Redemption Price " in respect of each share of Series A Preferred Stock means the Redemption Amount together with accrued and unpaid dividends up to the date of liquidation, dissolution or winding up or the date of redemption, as the case may be.
        C.     Dividends.     
        1.     The holders of the Series A Preferred Stock shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the Board of Directors out of the moneys of the Corporation properly applicable to the payment of dividends, cumulative preferential dividends at a rate per share of five percent (5%) of the Redemption Amount per annum.
        2.     Payment of dividends (less any tax required to be withheld by the Corporation) shall, subject as hereinafter provided, be made by check of the Corporation payable at par at any branch in the United States of the Corporation's bankers or in such other manner as the payee may approve. Dividends which are represented by a check which has not been presented to the Corporation's bankers for payment or that otherwise remain unclaimed for a period of six (6) years from the date on which they were declared to be payable shall be forfeited to the Corporation.
        3.     Except with the consent in writing of the holders of all the Series A Preferred Stock outstanding, no dividends shall at any time be declared and paid, or declared and set aside for payment, on the Common Stock or any other shares of the Corporation ranking junior to the Series A Preferred Stock, in any year, unless accrued and unpaid dividends as provided for above have been declared on the Series A Preferred Stock and the full amount of such dividends on the Series A Preferred Stock then issued and outstanding shall have been paid, or provided for, at the date of such declaration and payment or setting aside of dividends on the Common Stock or other shares of the Corporation ranking junior to the Series A Preferred Stock.
        4.     The holders of the Series A Preferred Stock shall not be entitled to any dividends other than or in excess of the dividends hereinbefore provided for.
        D.     No Voting Rights.     Except as otherwise provided in the Act, the holders of the Series A Preferred Stock shall not be entitled to receive notice of, or to attend or to vote at, any meeting of the shareholders of the Corporation.
        E.     Liquidation, Dissolution or Winding-up.     In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other return of capital or distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of the Series A Preferred Stock shall be entitled to receive in respect of each such share, before any distribution of any part of the assets of the Corporation among the holders of the Common Stock and any other shares of the Corporation ranking junior to the Series A Preferred Stock, an amount equal to the Redemption Price. After payment to the holders of the Series A Preferred Stock of the amount so payable to such holders as herein provided, the holders of the Series A Preferred Stock shall not be entitled to share in any further distribution of the property or assets of the Corporation.
        F.     Mandatory Redemption.     The Corporation shall, on each Redemption Date with respect to Series A Preferred Stock, redeem all Series A Preferred Stock required to be redeemed by paying to such holder an amount equal to the aggregate Redemption Price on presentation and surrender of the certificate(s) for the Series A Preferred Stock to be so redeemed at the registered office of the Corporation. The certificate(s) for such Series A Preferred Stock shall thereupon be cancelled and the Series A Preferred Stock represented thereby shall thereupon be redeemed. Payment of the aggregate Redemption Price for the Series A Preferred Stock to be redeemed shall be made, at the option of the Corporation, (i) by delivery to such holder of a check of the Corporation payable at par at any branch in the United States of the Corporation's bankers or (ii) by wire transfer by the Corporation to the
3

holder of the Series A Preferred Stock. From and after the Redemption Date, such Series A Preferred Stock shall cease to be entitled to dividends and the holder thereof shall not be entitled to exercise any of the rights of holders of Series A Preferred Stock in respect thereof unless payment of the said Redemption Price is not made on the Redemption Date, in which case the rights of the holder of the Series A Preferred Stock shall remain unaffected until payment in full of the Redemption Price.
        G.     Partial Redemption.     If fewer than all Series A Preferred Stock represented by a certificate are redeemed, the holder shall be entitled to receive, at the expense of the Corporation, a new certificate representing the Series A Preferred Stock which have not been redeemed.
        H.     Restriction on Dividends and Other Distributions.     Except with the consent in writing of the holders of all the Series A Preferred Stock outstanding, no dividends shall at any time be declared and paid, or declared and set aside for payment, and no other distributions shall at any time be made on or in respect of the Common Stock, or any other shares of the Corporation ranking junior to the Series A Preferred Stock, if the payment or setting aside for payment of such dividend or the making of such distribution would impair the ability of the Corporation to redeem any Series A Preferred Stock pursuant to Paragraph F of this Article Fifth.
        I.     Replacement.     Upon receipt of evidence reasonably satisfactory to the Corporation of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing shares of Series A Preferred Stock (including fractional shares), and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation, or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on the Series A Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate.
        J.     Amendment and Waiver.     No amendment, modification or waiver of any provision hereof shall be binding or effective without the prior written consent of the holders of a majority of the Series A Preferred Stock outstanding at the time such action is taken.
        K.     Notices.     Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be delivered by (1) registered or certified mail, return receipt requested and postage prepaid, (2) by reputable overnight courier service, charges prepaid, or (3) via electronic mail or facsimile and shall be deemed to have been given when so mailed or sent (i) to the Corporation, at its principal executive offices and (ii) to any shareholder, at such holder's address as it appears in the stock records of the Corporation (unless otherwise indicated by any such holder).
        L.     Restrictions on Transfer.     The Corporation may, in its Bylaws (the " Bylaws ") or otherwise, impose restrictions on the transfer of its shares.
 
 ARTICLE VI
INITIAL REGISTERED OFFICE AND AGENT
        The address of the initial registered office of the Corporation in the State of Colorado is 1560 Broadway, Suite 2090, Denver, CO 80202, and the name of the Corporation's initial registered agent at that address is Corporation Service Company.
 
 ARTICLE VII
PRINCIPAL OFFICE
        The address of the initial principal office of the Corporation is 1225 17th Street, Suite 3200, Denver, Colorado, 80202.
4

 
 ARTICLE VIII
DIRECTORS
        The affairs of the Corporation shall be governed by the Board of Directors, which shall consist of not less than three (3) directors. The number of directors and the method by which they shall be elected shall be in accordance with the Bylaws of the Corporation.
 
 ARTICLE IX
INDEMNIFICATION
        The Corporation shall indemnify, to the maximum extent permitted by law, any person who is or was a director, officer, agent, fiduciary or employee of the Corporation against any claim, liability or expense arising against or incurred by such person made party to a proceeding because such person is or was a director, officer, agent, fiduciary or employee of the Corporation or because such person is or was serving another entity or employee benefit plan as a director, officer, partner, trustee, employee, fiduciary or agent at the Corporation's request. The Corporation shall further have the authority, to the maximum extent permitted by law, to purchase and maintain insurance providing such indemnification.
 
 ARTICLE X
BYLAWS
        The initial Bylaws of the Corporation shall be adopted by its Board of Directors, in which also shall be vested the power to alter, amend or repeal the Bylaws and to adopt new Bylaws.
 
 ARTICLE XI
INCORPORATOR
        The name and the mailing address of the sole incorporator are as follows:

 	 	E. Lee Reichert, Esq.
Kamlet Shepherd & Reichert, LLP
1515 Arapahoe, Tower 1, Suite 1600
Denver, CO 80202	
         IN WITNESS WHEREOF , these Articles of Incorporation have been subscribed as of this 21 st day of March, 2007, by the undersigned who affirms that the statements made herein are true and correct.

 	 	/s/   E. LEE REICHERT       

E. LEE REICHERT 
Sole Incorporator	
5

 
 ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
CBC HOLDCO, INC.
        Pursuant to § 7-110-106 and part 3 of Article 90 of Title 7, Colorado Revised Statutes, these Articles of Amendment to Articles of Incorporation are delivered to the Colorado Secretary of State for filing.
        1.     The name of the Corporation is CBC Holdco, Inc. (the " Corporation "). The Corporation's original Articles of Incorporation were filed with the Colorado Secretary of State on March 21, 2007 (the " Articles of Incorporation ").
        2.     These Articles of Amendment to Articles of Incorporation (these " Articles of Amendment ") were duly adopted by the Board of Directors and the sole shareholder of the Corporation by written consent in accordance with the Colorado Business Corporation Act and the Bylaws of the Corporation.
        3.     These Articles of Amendment hereby amend and restate subsection A of Article IV of the Articles of Incorporation of the Corporation to read as follows:
        "A.     Authorized Capital .    The aggregate number of shares that the Corporation shall have authority to issue is 3,000,000,000 shares of common stock (the " Common Stock ") and 10,000,000,000 shares of preferred stock, all without par value, with the power to divide the shares in the capital for the time being into classes or series and to attach thereto respectively any preferred, deferred or qualified rights, privileges or conditions, including restrictions on voting rights and including redemption, purchase and other acquisition of such shares, subject, however, to the laws of the State of Colorado. Subject to Article V, Section E, and the rights of any shares of the Corporation ranking senior to the Common Stock, the Common Stock shall be entitled to receive the net assets of the Corporation upon dissolution."
        4.     In accordance with the provisions of the Colorado Business Corporation Act, these Articles of Amendment shall become effective upon their filing.
        5.     The name and mailing address of the individual who caused this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of this document is refused, is E. Lee Reichert, Esq., c/o Kamlet Shepherd & Reichert, LLP, 1515 Arapahoe Street, Tower 1, Suite 1600, Denver, Colorado 80202.

QuickLinks
 ARTICLES OF INCORPORATION OF CBC HOLDCO, lNC. (a Colorado corporation)
ARTICLE I NAME
ARTICLE II DURATION
ARTICLE III PURPOSES AND POWERS
ARTICLE IV CAPITAL STOCK
ARTICLE V DESIGNATION OF THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE CORPORATION'S SERIES A PREFERRED STOCK
ARTICLE VI INITIAL REGISTERED OFFICE AND AGENT
ARTICLE VII PRINCIPAL OFFICE
ARTICLE VIII DIRECTORS
ARTICLE IX INDEMNIFICATION
ARTICLE X BYLAWS
ARTICLE XI INCORPORATOR
 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF CBC HOLDCO, INC.
 
Exhibit 4.16
BYLAWS
OF
CBC HOLDCO, INC.
(A Colorado Corporation)
March 21, 2007

 BYLAWS
OF
CBC HOLDCO, INC.
TABLE OF CONTENTS

 	 	 	 	Page
	
ARTICLE I—Offices	 	1	
1.	 	Principal Office	 	1	
2.	 	Registered Office	 	1	
3.	 	Other Office	 	1	

ARTICLE II—Shareholders' Meetings	
 	
1	
1.	 	Annual Meeting	 	1	
2.	 	Special Meetings	 	1	
3.	 	Place of Special Meetings	 	1	
4.	 	Notice of Meetings	 	1	
5.	 	Waiver of Notice	 	1	
6.	 	Action Without A Meeting	 	2	
7.	 	Quorum	 	2	
8.	 	Adjournment	 	2	
9.	 	Voting	 	2	
10.	 	Organization of Meetings	 	2	
11.	 	Meeting by Telecommunication	 	2	

ARTICLE III—Board of Directors	
 	
3	
1.	 	General Powers	 	3	
2.	 	Number, Tenure and Qualification	 	3	
3.	 	Annual and Regular Meetings	 	3	
4.	 	Special Meetings	 	3	
5.	 	Notice of Special Meetings	 	3	
6.	 	Waiver of Notice	 	3	
7.	 	Action Without a Meeting	 	4	
8.	 	Quorum and Voting	 	4	
9.	 	Organization and Procedure	 	4	
10.	 	Resignation	 	4	
11.	 	Removal	 	4	
12.	 	Vacancies	 	4	
13.	 	Dissenting Directors	 	5	
14.	 	Executive and Other Committees	 	5	
15.	 	Compensation of Directors	 	5	
16.	 	Meeting by Telecommunication	 	6	

ARTICLE IV—Officers	
 	
6	
1.	 	Appointment and Tenure	 	6	
2.	 	Resignation, Removal and Vacancies	 	6	
3.	 	Temporary Delegation of Duties	 	6	
4.	 	Chairman of The Board	 	6	
5.	 	Chief Executive Officer	 	6	
6.	 	President	 	6	
7.	 	Vice Presidents	 	7	

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8.	 	Secretary	 	7	
9.	 	Treasurer	 	7	
10.	 	Assistant Secretaries and Assistant Treasurers	 	7	
11.	 	Bond of Officers	 	7	
12.	 	Compensation	 	7	

ARTICLE V—Directors' Conflicts of Interest	
 	
8	
1.	 	Conflicting Interest Transaction	 	8	
2.	 	Effect of Conflict of Interest	 	8	
3.	 	Notice to Shareholders	 	8	
4.	 	Interested Directors	 	8	

ARTICLE VI—Indemnification	
 	
8	
1.	 	Directors	 	8	
2.	 	Officers and Employees	 	9	
3.	 	Mandatory Indemnification	 	9	
4.	 	Agents and Fiduciaries	 	9	
5.	 	Procedure	 	9	
6.	 	Other Remedies	 	9	
7.	 	Insurance	 	9	
8.	 	Notice to Shareholders	 	10	
9.	 	Selection of Counsel	 	10	

ARTICLE VII—Execution of Instruments; Loans; Checks and Endorsements; Deposits; Proxies	
 	
10	
1.	 	Execution of Instruments	 	10	
2.	 	Borrowing	 	10	
3.	 	Attestation	 	11	
4.	 	Loans to Directors, Officers, and Employees	 	11	
5.	 	Checks and Endorsements	 	11	
6.	 	Deposits	 	11	
7.	 	Voting of Securities of Other Entities	 	11	

ARTICLE VIII—Shares of Stock	
 	
11	
1.	 	Certificates of Stock	 	11	
2.	 	Shares Without Certificates	 	11	
3.	 	Transfer of Stock	 	12	
4.	 	Restrictions on Transfer	 	12	
5.	 	Holders of Record	 	12	
6.	 	Shares Held for the Account of a Specified Person or Persons	 	12	
7.	 	Lost, Destroyed, and Mutilated Certificates	 	12	

ARTICLE IX—Dividends and Other Distributions	
 	
12	

ARTICLE X—Corporate Records	
 	
13	
1.	 	Permanent Records	 	13	
2.	 	Records at Principal Office	 	13	
3.	 	Addresses of Shareholders	 	13	
4.	 	Record of Shareholders	 	13	
5.	 	Inspection of Corporate Records	 	13	
6.	 	Audits of Books and Accounts	 	13	

ARTICLE XI—Miscellaneous	
 	
13	
1.	 	Corporate Seal	 	13	
 	 	 	 	 	
ii

 
2.	 	Fiscal Year	 	14	
3.	 	Emergency Bylaws and Actions	 	14	
4.	 	Amendments	 	14	
5.	 	Gender	 	14	
6.	 	Definitions	 	14	
7.	 	Conflicts	 	14	
iii

 ARTICLE I
Offices
        1.     Principal Office.     The principal office of CBC Holdco, Inc. (the "Company") shall be located in or near the City of Golden, Colorado. The Board of Directors, from time to time, may change the principal office of the Company.
        2.     Registered Office.     The registered office of the Company required by the Colorado Business Corporation Act, as it may be amended or superseded (the "Act"), to be maintained in the State of Colorado may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time by the Board of Directors,
        3.     Other Office.     The Company may have one or more offices at such place or places within or outside the State of Colorado as the Board of Directors may from time to time determine or as the business of the Company may require.
ARTICLE II
Shareholders' Meetings
        1.     Annual Meeting.     The annual meeting of the shareholders shall be held each year during the month of May on such date and at such time and place, either within or outside the State of Colorado, as may be determined by the Board of Directors from time to time. At such meeting, the shareholders shall elect a Board of Directors and shall transact such other business as may be brought properly before the meeting.
        2.     Special Meetings.     Special meetings of shareholders for any purpose or purposes, unless otherwise prescribed by the Act or by the Articles of Incorporation, may be called at any time by the Chairman, by the President (if he is also a member or the Board of Directors) or by the Board of Directors. A special meeting shall be called by the President or the Secretary upon one or more written demands (which shall state the purpose or purposes therefor) signed and dated by the holders of shares representing not less than ten percent of all votes entitled to be cast on any issue proposed to be considered at the meeting.
        3.     Place of Special Meetings.     Special meetings of shareholders shall be held at such place or places, within or outside the State of Colorado, as may be determined by the Board of Directors and designated in the notice of the meeting. If no place is designated in the notice, or if a special meeting is called otherwise than by the Board of Directors, the place of the meeting shall be the principal office of the Company.
        4.     Notice of Meetings.     Not less than 10 nor more than 60 days prior to each annual or special meeting of shareholders, written notice of the date, time, and place of each meeting, and in the case of special meetings the purpose or purposes for which the meeting is called, shall be given to each shareholder entitled to vote at such meeting. If the authorized shares of the Company are proposed to be increased, at least 30 days notice in like manner shall be given. If the Act prescribes notice requirements for particular circumstances (as in the case of the sale, lease or exchange of the Company's assets other than in the usual and regular course of business, or the merger or dissolution of the Company), the provisions of the Act shall govern.
        5.     Waiver of Notice.     A shareholder may waive any notice, whether before or after the date or time stated in the notice as the date or time when any action will occur or has occurred. The waiver shall be in writing, be signed by the shareholder entitled to the notice, and be delivered to the Secretary for inclusion in the minutes or filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.
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        6.     Action Without A Meeting.     
        (a)   Any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting if all of the shareholders entitled to vote thereon consent in writing to the action taken. Such consent shall have the same force and effect as a unanimous vote of the shareholders.
        (b)   No action taken by written consent shall be effective unless the Company has received writings that describe and consent to the action, signed by all the shareholders entitled to vote on such action. Unless otherwise provided by the Act, action by written consent shall be effective as of the date the last writing necessary to effect the action is received by the Secretary, unless all of the writings necessary to effect the action specify a later date as the effective date of the action.
        (c)   Any shareholder who has signed a writing describing and consenting to action taken by written consent may revoke such consent by a writing signed by the shareholder describing the action and stating that the shareholder's prior consent thereto is revoked, if such writing is received by the Company before the effectiveness of the action.
        7.     Quorum.     Shareholders may take action at a meeting only if a quorum of the shares entitled to vote is represented in person or by proxy. Unless otherwise provided in the Act or in the Company's Articles of Incorporation, holders of a majority of the shares entitled to vote constitutes a quorum for action at a shareholders' meeting. If a quorum is not present, the shares present at the meeting shall have the power to adjourn the meeting, until the requisite number of shares shall be present or represented.
        8.     Adjournment.     When a meeting is for any reason adjourned to another date, time or place, notice need not be given of the adjourned meeting if the date, time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted that might have been transacted at the original meeting. If the adjournment is for more than 120 days from the date of the original meeting, a notice of the adjourned meeting shall be given to each shareholder entitled to vote at such meeting.
        9.     Voting.     Each outstanding share having the right to vote is entitled to one vote for the election of each member of the Board of Directors and on other matters submitted to a vote of the shareholders. Except where the Act or the Articles of Incorporation require a different vote, if a quorum exists, action on a matter, other than the election of directors, is approved if the votes cast favoring the action exceed the votes cast opposing the action. In an election of directors, a majority of shares entitled to vote for directors is required in order to elect a director. Shareholders may vote in person or by proxy pursuant to the provisions of the Act.
        10.     Organization of Meetings.     The chairman of the annual or any special meeting of the shareholders shall be the Chairman of the Board or, in his absence, any person designated by the Board of Directors. The Secretary or, in his absence, any person appointed by the chairman of the meeting shall act as secretary of the meeting.
        11.     Meeting by Telecommunication.     A shareholder may participate in an annual or special shareholders' meeting by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting. The Board may establish the terms and conditions under which shareholders may participate by such means and shall cause the notice of the meeting to contain such terms and conditions.
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ARTICLE III
Board of Directors
        1.     General Powers.     The property, affairs and business of the Company shall be managed by a Board of Directors. In addition to the powers expressly conferred upon it by these Bylaws, the Board of Directors may exercise all such other powers as are not required by statute, resolution of the Board of Directors, the Articles of Incorporation, or by these Bylaws, to be exercised or done by the shareholders.
        2.     Number, Tenure and Qualification.     The number of directors may be increased to fifteen and may be decreased to any number not less than the number of shareholders from time to time, by resolution of the Board of Directors, provided that no such decrease shall have the effect of shortening the term of any incumbent director. The Board of Directors shall be elected at each annual meeting of shareholders and each director shall hold office until the next annual meeting of shareholders, until such director's successor shall be elected and shall qualify, or until such director's earlier death, resignation or removal. Directors must be natural persons at least eighteen years of age but need not be shareholders or residents of the State of Colorado.
        3.     Annual and Regular Meetings.     The Board of Directors shall hold its annual meeting without notice on the same day and at the same place as, but just following, the annual meeting of the shareholders, or at such other date, time and place as may be determined by the Board of Directors. Regular meetings of the Board of Directors shall be held without notice at such dates, times and places as may be determined by the Board of Directors by resolution.
        4.     Special Meetings.     Special meetings of the Board of Directors may be held, with proper notice, upon the call of the Chairman of the Board or by at least one-third of the members of the Board of Directors at such time and place as specified in the notice.
        5.     Notice of Special Meetings.     
        (a)   Notice of the date, time and place of each special meeting of the Board of Directors shall be given to each director at least two days prior to such meeting. The notice of a special meeting of the Board of Directors need not state the purposes of the meeting. Notice to each director of any special meeting may be given in person; by telephone, telegraph, teletype, electronically transmitted facsimile, or other form of wire or wireless communication; or by mail or private carrier.
        (b)   Oral notice to a director of any special meeting is effective when communicated. Written notice to a director of any special meeting is effective at the earliest of: (i) the date received; (ii) five days after it is mailed; or (iii) the date shown on the return receipt if mailed by registered or certified mail, return receipt requested, if the return receipt is signed by or on behalf of the director to whom the notice is addressed.
        6.     Waiver of Notice.     
        (a)   A director may waive any notice of a meeting before or after the time and date of the meeting stated in the notice. The waiver shall be in writing and signed by the director entitled to the notice. Such waiver shall be delivered to the Secretary for filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.
        (b)   A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless:
(i)
At the beginning of the meeting, or promptly upon his later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack
3

of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting; or
(ii)
If special notice was required of a particular purpose, the director objects to transacting business with respect to the purpose for which such special notice was required and does not thereafter vote for or assent to action taken at the meeting with respect to such purpose.
        7.     Action Without a Meeting.     Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent to such action in writing. Such consent shall be delivered to the Secretary for inclusion in the minutes or for filing with the corporate records. Action is taken by written consent at the time the last director signs a writing describing the action taken, unless, before such time, any director has revoked his consent pursuant to the provisions of the Act. Action taken without a meeting is effective at the time it is taken unless the directors establish a different effective date. Action taken by written consent has the same effect as action taken at a meeting of the Board of Directors, and may be described as such in any document.
        8.     Quorum and Voting.     Except as otherwise provided by the Act or by these Bylaws, a majority of the directors in office at the time of any regular or special meeting of the Board of Directors shall constitute a quorum for the transaction of business at such meeting. The vote of a majority of the directors present at the meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present may, without notice other than announcement at the meeting, adjourn the meeting from time to time until a quorum can be obtained.
        9.     Organization and Procedure.     The Board of Directors shall elect a Chairman of the Board from among its members. If the Board deems it necessary, it may elect a Vice-Chairman of the Board from among its members to perform the duties of the Chairman of the Board in his absence and such other duties as the Board of Directors may assign. The Chairman of the Board or, in his absence, the Vice-Chairman of the Board, or in his absence, any director chosen by a majority of the directors present, shall act as chairperson of the meetings of the Board of Directors. The Secretary, any Assistant Secretary, or any other person appointed by the chairperson shall act as secretary of each meeting of the Board of Directors.
        10.     Resignation.     Any director of the Company may resign at any time by giving written notice to the Board of Directors or the Secretary of the Company at the Company's principal office. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
        11.     Removal.     Any director may be removed, either with or without cause, at any time, at a special meeting of the shareholders called for such purpose, if the number of votes cast in favor of removal exceeds the number of votes cast against removal. A vacancy in the Board of Directors caused by any such removal may he filled by the shareholders at such meeting or, if such shareholders at such meeting shall fail to fill such vacancy, by a majority of the remaining directors at any time before the end of the unexpired term of the director removed.
        12.     Vacancies.     A vacancy occurring in the Board of Directors, other than a vacancy due to an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining members of the Board of Directors even if the remaining directors constitute less than a quorum, or by the affirmative vote of two directors if there are only two directors remaining, or by a sole remaining director, or by the shareholders. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office or by the
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shareholders. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
        13.     Dissenting Directors.     A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless:
        (a)   He objects at the beginning of such meeting, or promptly upon his later arrival, to the holding of the meeting or the transacting of business at the meeting;
        (b)   He contemporaneously requests that his dissent or abstention from the action taken be entered in the minutes of such meeting; or
        (c)   He gives written notice of his dissent or abstention to the presiding officer of such meeting before its adjournment or to the Secretary of the Company promptly after adjournment of such meeting.
The right of dissent as to a specific action in a meeting of the Board or a committee is not available to a director who votes in favor of such action.
        14.     Executive and Other Committees.     Except as otherwise required by the Act, the Board of Directors, by the vote of a majority of the number of directors then in office, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in the resolution and except as otherwise prescribed by the Act, shall have and may exercise the authority delegated to them by the Board of Directors by charter, resolution or otherwise. No committee shall:
        (a)   authorize dividends or other distributions;
        (b)   approve or propose to shareholders action that the Act requires to be approved by shareholders;
        (c)   fill vacancies on the Board of Directors or on any of its committees;
        (d)   amend the Articles of Incorporation;
        (e)   adopt, amend, or repeal these Bylaws;
        (f)    approve a plan of merger not requiring shareholder approval;
        (g)   authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors; or
        (h)   authorize or approve the issuance or sale of shares, or a contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that with respect to this clause (h) the Board of Directors may authorize a committee to do so within limits specifically prescribed by the Board of Directors.
The provisions of these Bylaws governing meetings, action without meeting, notice, waiver of notice, and quorum and voting requirements of the Board of Directors shall apply to committees and the members thereof. Each committee established by the Board of Directors shall prepare minutes of its meetings which shall be delivered to the Secretary of the Company for inclusion in the Company's records.
        15.     Compensation of Directors.     The Board of Directors shall determine and fix the compensation, if any, and the reimbursement of expenses which shall be allowed and paid to the directors. Nothing herein contained shall be construed to preclude any director from serving the Company in any other capacity or any of its subsidiaries in any other capacity and receiving proper compensation therefor.
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         16.     Meeting by Telecommunication.     One or more members of the Board of Directors may participate in a meeting of the Board of Directors through the use of any means of communication by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.
ARTICLE IV
Officers
        1.     Appointment and Tenure.     The officers of the Company shall consist of a Chairman of the Board (sometimes herein called the "Chairman"), a President, a Secretary and a Treasurer. The Board of Directors may also designate and appoint such other officers and assistant officers as may be deemed necessary. The Board of Directors shall appoint the Company's officers annually or at such other times as the Board shall designate. Such officers at all times shall be subject to the supervision, direction and control of the Board of Directors. The Board of Directors may delegate, by specific resolution, to an officer the power to appoint other specified officers or assistant officers. Each officer appointed shall continue in office until the next annual meeting of the Board of Directors at which officers are appointed, or until such officer's earlier death, resignation or removal. Any two or more offices may be held by the same person. Each officer shall be a natural person who is eighteen years of age or older.
        2.     Resignation, Removal and Vacancies.     Any officer may resign at any time by giving written notice of resignation to the Board of Directors by delivery of such notice to the Secretary. Such resignation shall take effect when the notice is received by the Company unless the notice specifies a later effective date, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The Board of Directors may remove any officer at any time with or without cause. The Board of Directors may also delegate to an officer the power to remove other specified officers or assistant officers. If any office becomes vacant for any reason, the vacancy may be filled by, or as specifically authorized by, the Board of Directors. An officer appointed to fill a vacancy shall serve for the unexpired term of such officer's predecessor, or until such officer's earlier death, resignation or removal.
        3.     Temporary Delegation of Duties.     In case of the absence of any officer, or his disability to perform his duties, or for any other reason deemed sufficient by the Board of Directors, the Board may delegate the powers and duties of such officer to any other officer or to any director temporarily, provided that a majority of the whole Board of Directors concurs and that no such delegation shall result in giving to the same person conflicting duties.
        4.     Chairman of The Board.     The Chairman of the Board shall preside at meetings of the Board of Directors and of the shareholders at which he is present, and shall perform such other duties as the Board of Directors may from time to time determine.
        5.     Chief Executive Officer.     The Chief Executive Officer (sometimes referred to herein as the "CEO"), if one is elected by the Board of Directors, shall perform all duties customarily delegated to the chief executive officer of a corporation and such other duties as may from time to time be assigned to him by the Board of Directors and these Bylaws.
        6.     President.     If there is no separate Chief Executive Officer, the President shall be the CEO of the Company; otherwise, the President shall be responsible to the CEO for the day-to-day operations of the Company. The President shall have general and active management of the business of the Company; shall see that all orders and resolutions of the Board of Directors are carried into effect; and shall perform all duties as may from time to time be assigned by the Board of Directors or the Chief Executive Officer.
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        7.     Vice Presidents.     The Vice Presidents, if any, shall perform such duties and possess such powers as from time to time may be assigned to them by the Board of Directors or the President.
        8.     Secretary.     The Secretary of the Company (sometimes referred to herein as the "Secretary") shall have the duty and power to:
        (a)   Assure that all notices are given in accordance with the provisions of these Bylaws and as required by law.
        (b)   Prepare and maintain the minutes of the meetings of the shareholders, the Board of Directors and committees thereof, and other records and information required to be kept by the Company pursuant to the Act, including those records set forth in Article X of these Bylaws.
        (c)   Authenticate records of the Company.
        (d)   In general, perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by the Board of Directors or the President.
        9.     Treasurer.     The Treasurer shall have the duty and power to:
        (a)   Have the charge and custody of, and be responsible for, all funds and securities of the Company and deposit all such funds in the name of the Company in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws or as directed by the Board of Directors.
        (b)   Maintain books of account and records and exhibit such books of account and records to any of the directors of this Company at any reasonable time.
        (c)   Render a statement of the condition of the finances of the Company as requested by the Board of Directors and, if called upon to do so, make a full financial report at the annual meeting of the shareholders.
        (d)   Receive, and give receipts for, monies due and payable to the Company from any source whatsoever.
        (e)   In general, perform all of the duties incident to the office of Treasurer and such other duties as may, from time to time, be assigned to him by the Board of Directors or the President.
        10.     Assistant Secretaries and Assistant Treasurers.     The Assistant Secretaries and Assistant Treasurers, if any, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors. In the absence or at the request of the Secretary or the Treasurer, the Assistant Secretaries or Assistant Treasurers, respectively, shall perform the duties and exercise the powers of the Secretary or Treasurer, as the case may be.
        11.     Bond of Officers.     The Board of Directors may require any officer or agent to give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for such terms and conditions as the Board of Directors may specify, including without limitation for the faithful performance of such officer's duties and for the restoration to the Company of any property belonging to the Company in such officer's possession or under the control of such officer.
        12.     Compensation.     The salaries and other compensation of the officers shall be fixed or authorized from time to time by the Board of Directors. No officer shall be prevented from receiving such salary or other compensation by reason of the fact that he is also a director of the Company.
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ARTICLE V
Directors' Conflicts of Interest
        1.     Conflicting Interest Transaction.     The term "conflicting interest transaction" means any of the following:
        (a)   A loan or other assistance by the Company to a director of the Company or to an entity in which a director of the Company is a director or officer or has a financial interest;
        (b)   A guaranty by the Company of an obligation of a director of the Company or of an obligation of an entity in which a director of the Company is a director or officer or has a financial interest; or
        (c)   A contract or transaction between the Company and a director of the Company or between the Company and an entity in which a director of the Company is a director or officer or has a financial interest.
        2.     Effect of Conflict of Interest.     No conflicting interest transaction shall be void or voidable solely because the conflicting interest transaction involves a director of the Company or an entity in which a director of the Company is a director or officer or has a financial interest or solely because the director is present at or participates in the meeting of the Board of Directors which authorizes, approves, or ratifies the conflicting interest transaction or solely because the director's vote is counted for such purpose if:
        (a)   The material facts as to the director's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or
        (b)   The material facts as to the director's relationship or interest and as to the conflicting interest transaction are disclosed, or are known to the shareholders entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by vote of such shareholders; or
        (c)   The conflicting interest transaction is fair as to the Company as of the time it is authorized, approved, or ratified by the Board of Directors, a committee thereof, or the shareholders.
        3.     Notice to Shareholders.     The Board of Directors or a committee thereof shall not authorize a conflicting interest transaction consisting of a loan or guaranty pursuant to paragraph (a) of Section 1 above until at least 10 days after written notice of the proposed authorization of the loan or guaranty has been given to the shareholders who would be entitled to vote thereon if the issue of the loan or guaranty were submitted to a vote of the shareholders.
        4.     Interested Directors.     Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes, approves, or ratifies the contract or transaction.
ARTICLE VI
Indemnification
        1.     Directors.     The Company shall indemnify to the fullest extent allowed by the Act, but subject to all conditions and limitations provided by the Act, any person who serves or who has served at any
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time as a director of the Company, and any director who, at the request of the Company, serves or at any time has served as a director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic corporation or other person or entity or of an employee benefit plan, against any and all liabilities and reasonable expenses incurred in connection with any action, suit, or proceeding to which such director is made a party, and which may be asserted against him in such capacity. A director shall be considered to be serving an employee benefit plan at the Company's request if his duties to the Company also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. The Company shall not indemnify a director with respect to conduct not reasonably related to his services to, or as requested by, the Company or with respect to a personal benefit improperly received by him.
        2.     Officers and Employees.     The Company shall indemnify, to the extent and in the manner described herein, any person who serves or who has served at any time as an officer or employee of the Company, and any officer or employee who, at the request of the Company, serves or at any time has served as a director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic corporation or other person or entity or of an employee benefit plan, against any and all liabilities and reasonable expenses incurred in connection with any action, suit, or proceeding which is or may be asserted against the officer or employee for acts within the scope of the officer or employee's duties in such capacity, except for matters in which the person shall be adjudged in any action, suit, or proceeding to be liable for his own gross negligence or willful misconduct in the performance of any duty, and except for any personal benefit improperly received by him.
        3.     Mandatory Indemnification.     The Company shall indemnify a director, officer, or employee who was wholly successful, on the merits or otherwise, in the defense of any action, suit, or proceeding to which the person was a party because the person is or was a director, officer, or employee, against liabilities and reasonable expenses incurred by him in connection with the action, suit, or proceeding.
        4.     Agents and Fiduciaries.     The Company may indemnify a person who serves or who has served at any time as an agent or fiduciary of the Company against liabilities and reasonable expenses incurred in connection with any action, suit, or proceeding to which he is made a party, or which may be asserted against him, by reason of serving in such a capacity, in such circumstances and in such amounts as the Board of Directors shall deem appropriate.
        5.     Procedure.     In each instance in which indemnification is claimed or requested under Section 1 of this Article VI, the Board of Directors shall determine, or shall direct any person or body, as permitted by the Act, to determine (a) whether or not indemnification is permissible in the circumstances, and (b) the amount of liability and expenses with respect to which indemnification should be provided. The responsibility for implementing the indemnification of officers and employees pursuant to Section 2 of this Article VI may be assigned to such officers within the Company as the Board of Directors determines. However, the Board retains its authority to review or consider such matters in appropriate circumstances.
        6.     Other Remedies.     Except as limited by the Act, any indemnification provided herein shall be in addition to any other rights to which those indemnified may be entitled by the Act or pursuant to any agreement, vote of shareholders, or otherwise, and shall be available to the heirs, personal representatives, and successors of the person entitled to such indemnification,
        7.     Insurance.     The Company may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the Company, or who, while a director, officer, employee, fiduciary, or agent of the Company, is or was serving at the request of the Company as a director, officer, partner, trustee, employee, fiduciary, or agent of another domestic or foreign corporation or other person or entity or of an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from his status as a director, officer, employee, fiduciary, or agent, whether or not the Company would have power to indemnify the person against the
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same liability under the Act. Any such insurance may be procured from any insurance company designated by the Board of Directors, whether such insurance company is formed under the laws of this state or any other jurisdiction of the United States or elsewhere, including any insurance company in which the Company has an equity or any other interest through stock ownership or otherwise.
        8.     Notice to Shareholders.     If the Company indemnifies or advances expenses to a director under this Article VI in connection with a proceeding by or in the right of the Company, the Company shall give written notice of the indemnification or advance to the shareholders with or before the notice of the next shareholders' meeting. If the next shareholder action is taken without a meeting at the instigation of the Board of Directors, such notice shall be given to the shareholders at or before the time the first shareholder signs a writing consenting to such action.
        9.     Selection of Counsel.     Notwithstanding any other provision of the Article, the Company may condition the right to indemnification of a director, officer, or employee on its right to select legal counsel representing such director, officer or employee on the terms of this Section 9.
        The Company shall have the right to select counsel for any director, officer, or employee in any legal action that may give rise to indemnification under this Article VI provided that: (a) the Company consults with the director, officer or employee seeking indemnification with respect to the selection of competent legal counsel; and (b) the Company pays all reasonable fees and costs incurred by the attorney in defending the director, officer, or employee (subject to the Company's right to recover such fees and costs if it is determined at the conclusion of the action, suit, or proceeding that there is no right of indemnification).
        Notwithstanding any other provision of this Article VI, the Company shall not be responsible for indemnification of any director, officer, or employee who declines to use counsel reasonably selected by the Company as provided in this Section 9. Counsel shall be deemed to be reasonably selected by the Company if such counsel is a competent attorney who can independently represent the director, officer, or employee consistent with the applicable ethical standards of the Code of Professional Responsibility.
ARTICLE VII
Execution of Instruments; Loans; Checks and Endorsements; Deposits; Proxies
        1.     Execution of Instruments.     Except as otherwise provided by the Board of Directors, the Chairman, the President, any Vice President, the Treasurer, or the Secretary shall have the power to execute and deliver on behalf of and in the name of the Company any instrument requiring the signature of an officer of the Company. Unless authorized to do so by these Bylaws or by the Board of Directors, no assistant officer, agent, or employee shall have any power or authority to bind the Company in any way, to pledge its credit, or to render it liable pecuniarily for any purpose or in any amount.
        2.     Borrowing.     No loan shall be contracted on behalf of the Company, and no evidence of indebtedness shall be issued, endorsed, or accepted in its name, unless authorized by the Board of Directors or a committee designated by the Board of Directors so to act. Such authority may be general or confined to specific instances. When so authorized, an officer may (a) effect loans at any time for the Company from any bank or other entity and for such loans may execute and deliver promissory notes or other evidences of indebtedness of the Company; and (b) mortgage, pledge or otherwise encumber any real or personal property, or any interest therein, owned or held by the Company as security for the payment of any loans or obligations of the Company, and to that end may execute and deliver for the Company such instruments as may be necessary or proper in connection with such transaction.
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        3.     Attestation.     All signatures authorized by this Article may be attested, when appropriate or required, by any officer of the Company except the officer who signs on behalf of the Company.
        4.     Loans to Directors, Officers, and Employees.     The Company may lend money to, guarantee the obligations of, and otherwise assist directors, officers, and employees of the Company, or directors of another corporation of which the Company owns a majority of the voting stock, only upon compliance with the requirements of the Act.
        5.     Checks and Endorsements.     All checks, drafts, or other orders for the payment of money, obligations, notes, or other evidences of indebtedness issued in the name of the Company and other such instruments shall be signed or endorsed for the Company by such officers or agents of the Company as shall from time to time be determined by resolution of the Board of Directors, which resolution may provide for the use of facsimile signatures.
        6.     Deposits.     All funds of the Company not otherwise employed shall be deposited from time to time to the Company's credit in such banks or other depositories as shall from time to time be determined by resolution of the Board of Directors, which resolution may specify the officers or agents of the Company who shall have the power, and the manner in which such power shall be exercised, to make such deposits and to endorse, assign, and deliver for collection and deposit checks, drafts, and other orders for the payment of money payable to the Company or its order.
        7.     Voting of Securities of Other Entities.     Unless otherwise provided by resolution of the Board of Directors, the Chairman, Chief Executive Officer, or the President, or any officer designated in writing by any of them, is authorized to attend in person, or may execute written instruments appointing a proxy or proxies to represent the Company at, all meetings of any corporation, partnership, limited liability company, association, joint venture, or other entity in which the Company holds any securities or other interests and may execute written waivers of notice with respect to any such meetings. At all such meetings, any of the foregoing officers, in person or by proxy as aforesaid and subject to the instructions, if any, of the Board of Directors, may vote the securities or interests so held by the Company, may execute any other instruments with respect to such securities or interests, and may exercise any and all rights and powers incident to the ownership of said securities or interests. Any of the foregoing officers may execute one or more written consents to action taken in lieu of a formal meeting of such corporation, partnership, limited liability company, association, joint venture, or other entity.
ARTICLE VIII
Shares of Stock
        1.     Certificates of Stock.     The issuance or sale of shares of stock by the Company shall be made only upon authorization by the Board of Directors. Stock certificates shall be in a form designated by the Board of Directors which complies with provisions of the Act. They shall be numbered in the order of their issue and shall be signed by the President or the CEO and by the Secretary or the Treasurer. Facsimile signatures may be used if the certificate is countersigned by a transfer agent. A transfer agent may be an independent third party, the Company itself, or an employee of the Company. The validity of any certificate for shares, otherwise valid, shall not be affected in the event that the delivery of such a certificate occurs after an officer or agent whose signature appears therein is no longer an officer or agent. The stock record books and the blank stock certificate books shall be kept by the Secretary or by any other officer or agent designated by the Board of Directors for that purpose. Notice of any restrictions on the transfer of stock shall be printed or typed on each stock certificate issued by the Company.
        2.     Shares Without Certificates.     The Board of Directors may authorize the issuance of shares of the Company without certificates. Such authorization shall not affect shares already represented by
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certificates until they are surrendered to the Company. Within a reasonable time following the issue or transfer of shares without certificates, the Company shall send the shareholder a complete written statement of the information that would be required on certificates by the Act.
        3.     Transfer of Stock.     Subject to any transfer restrictions set forth or referred to on the stock certificate or of which the Company otherwise has notice, shares of the Company shall be transferable on the books of the Company upon presentation to the Company or to the Company's transfer agent of a stock certificate signed by, or accompanied by an executed assignment from, the holder of record thereof, his duly authorized legal representative, or other appropriate person as permitted by the Act. The Company may require that any transfer of shares be accompanied by proper evidence reasonably satisfactory to the Company or to the Company's transfer agent that such endorsement is genuine and effective. Upon presentation of shares for transfer as provided above, the payment of all taxes, if any, therefor, and the satisfaction of any other requirement of law, including inquiry into and discharge of any adverse claims of which the Company has notice, the Company shall issue a new certificate to the person entitled thereto and cancel the old certificate. Every transfer of stock shall be entered on the stock books of the Company to accurately reflect the record ownership of each share. The Board of Directors also may make such additional rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the Company.
        4.     Restrictions on Transfer.     All shares of stock in the Company are transferable and any shareholder may sell, assign, or transfer his shares of stock, provided that no shareholder shall sell his shares in the Company without first offering such shares for sale to the other shareholders of record in accordance with any existing shareholder agreement. Any such agreement shall be kept on file in the principal office of the Company and shall be available for inspection by any shareholder or any person desiring to purchase stock in the Company.
        5.     Holders of Record.     The Company shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as may be allowed by these Bylaws or required by the laws of Colorado.
        6.     Shares Held for the Account of a Specified Person or Persons.     The Board of Directors, in the manner provided by the Act, may adopt a procedure whereby a shareholder of the Company may certify in writing to the Company that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons.
        7.     Lost, Destroyed, and Mutilated Certificates.     The holder of any stock of the Company shall notify the Company of any loss, destruction, or mutilation of the certificate therefor and the Secretary shall cause a new certificate or certificates to be issued to him upon the surrender of the mutilated certificate or, in case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction and, in the discretion of the Secretary, the deposit of a bond in such form and amount (not exceeding double the value of the stock represented by such certificate) and with such surety or sureties as the Secretary may require.
ARTICLE IX
Dividends and Other Distributions
        Subject to the provisions of the Act, dividends and other distributions may be declared by the Board of Directors in such form, frequency, and amounts as the condition of the affairs of the Company shall render advisable.
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ARTICLE X
Corporate Records
        1.     Permanent Records.     The Company shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or the Board of Directors without a meeting, a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Company, and a record of all waivers of notices of meetings of shareholders and of the Board of Directors or any committee of the Board of Directors.
        2.     Records at Principal Office.     The Company shall comply with the provisions of the Act regarding maintenance of records and shall keep the following records at its principal office:
        (a)   its Articles of Incorporation;
        (b)   its Bylaws;
        (c)   the minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three years;
        (d)   all written communications within the past three years to shareholders as a group or to the holders of any class or series of shares as a group;
        (e)   a list of the names and business addresses of its current directors and officers;
        (f)    a copy of its most recent corporate report delivered to the Secretary of State pursuant to the Act; and
        (g)   all financial statements prepared for periods ending during the last three years that a shareholder could have requested pursuant to the Act.
        3.     Addresses of Shareholders.     Each shareholder shall furnish to the Secretary of the Company or the Company's transfer agent an address to which notices from the Company, including notices of meetings, may be directed and if any shareholder shall fail so to designate such an address, it shall be sufficient for any such notice to be directed to such shareholder at such shareholder's address last known to the Secretary or transfer agent.
        4.     Record of Shareholders.     The Secretary shall maintain, or shall cause to be maintained, a record of the names and addresses of the Company's shareholders, in a form that permits preparation of a list of shareholders that is arranged by voting group and, within each voting group, by class or series of shares, that is alphabetical within each class or series, and that shows the address of, and the number of shares of each class or series held by, each shareholder.
        5.     Inspection of Corporate Records.     Shareholders shall have those rights to receive by mail or to inspect and copy such Company records, pursuant to such procedures, as provided in the Act.
        6.     Audits of Books and Accounts.     The Company's books and accounts may be audited at such times and by such auditors as shall be specified and designated by resolution of the Board of Directors.
ARTICLE XI
Miscellaneous
        1.     Corporate Seal.     The corporate seal shall be in the form approved by resolution of the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. The impression of the seal may be made and attested by either the Secretary or any Assistant Secretary for the authentication of contracts or other papers requiring the seal.
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        2.     Fiscal Year.     The fiscal year of the Company shall be as established by the Board of Directors.
        3.     Emergency Bylaws and Actions.     Subject to repeal or change by action of the shareholders, the Board of Directors may adopt emergency bylaws and exercise other powers in accordance with and pursuant to the provisions of the Act.
        4.     Amendments.     The Board of Directors may amend, restate, or repeal the Bylaws or adopt new Bylaws by the affirmative vote of the number of directors constituting a majority of the full Board of Directors. The shareholders also may amend, restate, or repeal the Bylaws or adopt new Bylaws. The power of the Board of Directors to amend or repeal the Bylaws or to adopt new Bylaws may be limited by the Articles of Incorporation, by adoption of an amendment to the Articles of Incorporation, or by an amendment to the Bylaws adopted by the shareholders which reserves such authority in whole or in part to said shareholders with respect to a particular Bylaw.
        5.     Gender.     The masculine gender is used in these Bylaws as a matter of convenience only and shall be interpreted to include the feminine gender as the circumstances indicate.
        6.     Definitions.     Terms not otherwise defined in these Bylaws shall have the meanings set forth in the Act.
        7.     Conflicts.     In the event of any irreconcilable conflict between these Bylaws and either the Articles of Incorporation or the Act, the Articles of Incorporation shall control; provided that, if there is any irreconcilable conflict between the Articles of Incorporation and the Act, then the Act shall control.
        The foregoing Bylaws of CBC Holdco, Inc. were approved and adopted by the Board of Directors on the 21st day of March, 2007.

Douglas N. Beck, Secretary	
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Exhibit 4.17
 
 ARTICLES OF INCORPORATION

OF

MCBC INTERNATIONAL HOLDCO, INC.

(a Colorado corporation)
        The undersigned natural person, being more than eighteen years of age, hereby establishes a corporation pursuant to the statutes of Colorado and adopts the following Articles of Incorporation:
 
 ARTICLE I
NAME
        The name of the corporation is MCBC International Holdco, Inc. (the " Corporation ").
 
 ARTICLE II
DURATION
        The Corporation shall have perpetual existence.
 
 ARTICLE III
PURPOSES AND POWERS
        A.    The Corporation is organized for the purposes of engaging in any lawful acts or activities for which corporations may be organized under the laws of the State of Colorado.
        B.    Without limitation and in furtherance of the purposes set forth above, the Corporation shall have and may exercise any and all of the rights, powers and privileges now or hereafter conferred upon corporations organized under and pursuant to the laws of the State of Colorado, including the following powers:
        1.     To acquire by purchase, exchange, lease, or otherwise, and to hold, mortgage, pledge, hypothecate, exchange, sell, invest in and dispose of, alone, or in syndicates, or otherwise in conjunction with others, real and personal property of every kind and character, of whatsoever nature and wheresoever situated, and any interests therein.
        2.     To acquire by purchase, exchange, or otherwise, all or any part of, or interests in, the properties, assets, business, goodwill of any one or more persons, firms, associations, or corporations heretofore or hereafter engaged in any business for which corporations may now or hereafter be organized under the laws of the State of Colorado.
        3.     To borrow or raise money without limit as to amounts; contract for, perform, and provide for the performance of services in any nature which a corporation may lawfully perform; to act as a dealer for the sale of, to enter into underwriting agreements with respect to, to grant options with respect to, and to contract for the disposition of, or otherwise dispose of, the Corporation's stocks, bonds, and other securities.
        4.     To invest and deal with the funds of the Corporation in any manner, and to acquire by purchase or otherwise the stocks, bonds, notes, debentures and other securities and obligations of any corporation, association, partnership or government, and while the owner of any such securities or obligations, to exercise all the rights, powers and privileges of ownership, including, among other things, the right to vote thereon for any and all purposes.
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        5.     To indemnify officers, directors, and others, in the discretion of the Board of Directors of the Corporation (the " Board of Directors "), to the fullest extent authorized by the Colorado Business Corporation Act (the " Act ").
        6.     To limit or eliminate the personal liability of directors to the fullest extent allowed by the Act.
        7.     To do everything necessary, proper, advisable, or convenient for the accomplishment of the Corporation's purposes and all other things incidental thereto or connected therewith so long as the same shall not be prohibited by law or by these Articles of Incorporation.
 
 ARTICLE IV
CAPITAL STOCK
        A.     Authorized Capital.     The aggregate number of shares that the Corporation shall have authority to issue is 100,000 shares of common stock (the " Common Stock ") and 10,000,000,000 shares of preferred stock, all without par value, with the power to divide the shares in the capital for the time being into classes or series and to attach thereto respectively any preferred, deferred or qualified rights, privileges or conditions, including restrictions on voting rights and including redemption, purchase and other acquisition of such shares, subject, however, to the laws of the State of Colorado. Subject to Article V, Section E, and the rights of any shares of the Corporation ranking senior to the Common Stock, the Common Stock shall be entitled to receive the net assets of the Corporation upon dissolution.
        B.     Voting.     Each shareholder of Common Stock of record shall be entitled to vote and shall have one vote for each share of Common Stock outstanding in such shareholder's name on the books and records of the Corporation, except that in the election of directors such shareholder shall have the right to vote such number of shares for as many persons as there are directors to be elected. Cumulative voting shall not be allowed in the election of directors or for any other purpose. Except as otherwise provided in the laws of the State of Colorado, the holders of preferred stock shall not be entitled to receive notice of, or to attend or to vote at, any meeting of the shareholders of the Corporation.
 
 ARTICLE V
DESIGNATION OF THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS
OF THE CORPORATION'S SERIES A PREFERRED STOCK
        A.     Designation and Number of Shares.     The designation of the series of preferred stock authorized hereby shall be Series A Preferred Stock (the " Series A Preferred Stock "). The maximum number of shares of Series A Preferred Stock shall be 10,000,000,000 shares. Except as otherwise provided in these Articles of Incorporation or as otherwise required by applicable law, all shares of Series A Preferred Stock shall be identical in all respects and shall entitle the holders thereof to the same rights, powers, preferences and privileges, subject to the same, qualifications, limitations and restrictions.
        B.     Definitions.     With respect to the Series A Preferred Stock, the following terms shall have the meanings ascribed to them below:
        1.     " Redemption Amount " in respect of each share of Series A Preferred Stock means U.S. $100.00.
        2.     " Redemption Date " means in respect of each share of Series A Preferred Stock, the date that is five (5) years from the date of issuance of such share of Series A Preferred Stock.
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        3.     " Redemption Price " in respect of each share of Series A Preferred Stock means the Redemption Amount together with accrued and unpaid dividends up to the date of liquidation, dissolution or winding up or the date of redemption, as the case may be.
        C.     Dividends.     
        1.     The holders of the Series A Preferred Stock shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the Board of Directors out of the moneys of the Corporation properly applicable to the payment of dividends, cumulative preferential dividends at a rate per share of five percent (5%) of the Redemption Amount per annum.
        2.     Payment of dividends (less any tax required to be withheld by the Corporation) shall, subject as hereinafter provided, be made by check of the Corporation payable at par at any branch in the United States of the Corporation's bankers or in such other manner as the payee may approve. Dividends which are represented by a check which has not been presented to the Corporation's bankers for payment or that otherwise remain unclaimed for a period of six (6) years from the date on which they were declared to be payable shall be forfeited to the Corporation.
        3.     Except with the consent in writing of the holders of all the Series A Preferred Stock outstanding, no dividends shall at any time be declared and paid, or declared and set aside for payment, on the Common Stock or any other shares of the Corporation ranking junior to the Series A Preferred Stock, in any year, unless accrued and unpaid dividends as provided for above have been declared on the Series A Preferred Stock and the full amount of such dividends on the Series A Preferred Stock then issued and outstanding shall have been paid, or provided for, at the date of such declaration and payment or setting aside of dividends on the Common Stock or other shares of the Corporation ranking junior to the Series A Preferred Stock.
        4.     The holders of the Series A Preferred Stock shall not be entitled to any dividends other than or in excess of the dividends hereinbefore provided for.
        D.     No Voting Rights.     Except as otherwise provided in the Act, the holders of the Series A Preferred Stock shall not be entitled to receive notice of, or to attend or to vote at, any meeting of the shareholders of the Corporation.
        E.     Liquidation, Dissolution or Winding-up.     In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other return of capital or distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of the Series A Preferred Stock shall be entitled to receive in respect of each such share, before any distribution of any part of the assets of the Corporation among the holders of the Common Stock and any other shares of the Corporation ranking junior to the Series A Preferred Stock, an amount equal to the Redemption Price. After payment to the holders of the Series A Preferred Stock of the amount so payable to such holders as herein provided, the holders of the Series A Preferred Stock shall not be entitled to share it any further distribution of the property or assets of the Corporation.
        F.     Mandatory Redemption.     The Corporation shall, on each Redemption Date with respect to Series A Preferred Stock, redeem all Series A Preferred Stock required to be redeemed by paying to such holder an amount equal to the aggregate Redemption Price on presentation and surrender of the certificate(s) for the Series A Preferred Stock to be so redeemed at the registered office of the Corporation. The certificate(s) for such Series A Preferred Stock shall thereupon be cancelled and the Series A Preferred Stock represented thereby shall thereupon be redeemed. Payment of the aggregate Redemption Price for the Series A Preferred Stock to be redeemed shall be made, at the option of the Corporation, (i) by delivery to such holder of a check of the Corporation payable at par at any branch in the United States of the Corporation's bankers or (ii) by wire transfer by the Corporation to the
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holder of the Series A Preferred Stock. From and after the Redemption Date, such Series A Preferred Stock shall cease to be entitled to dividends and the holder thereof shall not be entitled to exercise any of the rights of holders of Series A Preferred Stock in respect thereof unless payment of the said Redemption Price is not made on the Redemption Date, in which case the rights of the holder of the Series A Preferred Stock shall remain unaffected until payment in full of the Redemption Price.
        G.     Partial Redemption.     If fewer than all Series A Preferred Stock represented by a certificate are redeemed, the holder shall be entitled to receive, at the expense of the Corporation, a new certificate representing the Series A Preferred Stock which have not been redeemed.
        H.     Restriction on Dividends and Other Distributions.     Except with the consent in writing of the holders of all the Series A Preferred Stock outstanding, no dividends shall at any time be declared and paid, or declared and set aside for payment, and no other distributions shall at any time be made on or in respect of the Common Stock, or any other shares of the Corporation ranking junior to the Series A Preferred Stock, if the payment or setting aside for payment of such dividend or the making of such distribution would impair the ability of the Corporation to redeem any Series A Preferred Stock pursuant to Paragraph F of this Article Fifth.
        I.     Replacement.     Upon receipt of evidence reasonably satisfactory to the Corporation of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing shares of Series A Preferred Stock (including fractional shares), and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation, or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on the Series A Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate.
        J.     Amendment and Waiver.     No amendment, modification or waiver of any provision hereof shall be binding or effective without the prior written consent of the holders of a majority of the Series A Preferred Stock outstanding at the time such action is taken.
        K.     Notices.     Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be delivered by (1) registered or certified mail, return receipt requested and postage prepaid, (2) by reputable overnight courier service, charges prepaid, or (3) via electronic mail or facsimile and shall be deemed to have been given when so mailed or sent (i) to the Corporation, at its principal executive offices and (ii) to any shareholder, at such holder's address as it appears in the stock records of the Corporation (unless otherwise indicated by any such holder).
        L.     Restrictions on Transfer.     The Corporation may, in its Bylaws (the " Bylaws ") or otherwise, impose restrictions on the transfer of its shares.
 
 ARTICLE VI
INITIAL REGISTERED OFFICE AND AGENT
        The address of the initial registered office of the Corporation in the State of Colorado is 1560 Broadway, Suite 2090, Denver, CO 80202, and the name of the Corporation's initial registered agent at that address is Corporation Service Company.
 
 ARTICLE VII
PRINCIPAL OFFICE
        The address of the initial principal office of the Corporation is 1225 17th Street, Suite 3200, Denver, Colorado, 80202.
4

 
 ARTICLE VIII
DIRECTORS
        The affairs of the Corporation shall be governed by the Board of Directors, which shall consist of not less than three (3) directors. The number of directors and the method by which they shall be elected shall be in accordance with the Bylaws of the Corporation.
 
 ARTICLE IX
INDEMNIFICATION
        The Corporation shall indemnify, to the maximum extent permitted by law, any person who is or was a director, officer, agent, fiduciary or employee of the Corporation against any claim, liability or expense arising against or incurred by such person made party to a proceeding because such person is or was a director, officer, agent, fiduciary or employee of the Corporation or because such person is or was serving another entity or employee benefit plan as a director, officer, partner, trustee, employee, fiduciary or agent at the Corporation's request. The Corporation shall further have the authority, to the maximum extent permitted by law, to purchase and maintain insurance providing such indemnification.
 
 ARTICLE X
BYLAWS
        The initial Bylaws of the Corporation shall be adopted by its Board of Directors, in which also shall be vested the power to alter, amend or repeal the Bylaws and to adopt new Bylaws.
 
 ARTICLE XI
INCORPORATOR
        The name and the mailing address of the sole incorporator are as follows:

 	 	E. Lee Reichert, Esq.
Kamlet Shepherd & Reichert, LLP
1515 Arapahoe, Tower 1, Suite 1600
Denver, CO 80202	
         IN WITNESS WHEREOF, these Articles of Incorporation have been subscribed as of this 21 st day of March, 2007, by the undersigned who affirms that the statements made herein are true and correct.

 	 	/s/   E. LEE REICHERT       

E. LEE REICHERT 
Sole Incorporator	
5

 
 ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
MCBC INTERNATIONAL HOLDCO, INC.
        Pursuant to § 7-110-106 and part 3 of Article 90 of Title 7, Colorado Revised Statutes, these Articles of Amendment to Articles of Incorporation are delivered to the Colorado Secretary of State for filing.
        1.     The name of the Corporation is MCBC International Holdco, Inc. (the " Corporation "). The Corporation's original Articles of Incorporation were filed with the Colorado Secretary of State on March 21, 2007 (the " Articles of Incorporation ").
        2.     These Articles of Amendment to Articles of Incorporation (these " Articles of Amendment ") were duly adopted by the Board of Directors and the sole shareholder of the Corporation by written consent in accordance with the Colorado Business Corporation Act and the Bylaws of the Corporation.
        3.     These Articles of Amendment hereby amend and restate subsection A of Article IV of the Articles of Incorporation of the Corporation to read as follows:
"A.     Authorized Capital .    The aggregate number of shares that the Corporation shall have authority to issue is 3,000,000,000 shares of common stock (the " Common Stock ") and 10,000,000,000 shares of preferred stock, all without par value, with the power to divide the shares in the capital for the time being into classes or series and to attach thereto respectively any preferred, deferred or qualified rights, privileges or conditions, including restrictions on voting rights and including redemption, purchase and other acquisition of such shares, subject, however, to the laws of the State of Colorado. Subject to Article V, Section E, and the rights of any shares of the Corporation ranking senior to the Common Stock, the Common Stock shall be entitled to receive the net assets of the Corporation upon dissolution."
        4.     In accordance with the provisions of the Colorado Business Corporation Act, these Articles of Amendment shall become effective upon their filing.
        5.     The name and mailing address of the individual who caused this document to be delivered for filing, and to whom the Secretary of State may deliver notice if filing of this document is refused, is E. Lee Reichert, Esq., c/o Kamlet Shepherd & Reichert, LLP, 1515 Arapahoe Street, Tower 1, Suite 1600, Denver, Colorado 80202.

QuickLinks
 ARTICLES OF INCORPORATION OF MCBC INTERNATIONAL HOLDCO, INC. (a Colorado corporation)
ARTICLE I NAME
ARTICLE II DURATION
ARTICLE III PURPOSES AND POWERS
ARTICLE IV CAPITAL STOCK
ARTICLE V DESIGNATION OF THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE CORPORATION'S SERIES A PREFERRED STOCK
ARTICLE VI INITIAL REGISTERED OFFICE AND AGENT
ARTICLE VII PRINCIPAL OFFICE
ARTICLE VIII DIRECTORS
ARTICLE IX INDEMNIFICATION
ARTICLE X BYLAWS
ARTICLE XI INCORPORATOR
 ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF MCBC INTERNATIONAL HOLDCO, INC.
 
Exhibit 4.18
BYLAWS
OF
MCBC INTERNATIONAL HOLDCO, INC.
(A Colorado Corporation)
March 21, 2007

 BYLAWS
OF
MCBC INTERNATIONAL HOLDCO, INC.
TABLE OF CONTENTS

 	 	 	 	Page
	
ARTICLE I—Offices	 	1	
1.	 	Principal Office	 	1	
2.	 	Registered Office	 	1	
3.	 	Other Office	 	1	

ARTICLE II—Shareholders' Meetings	
 	
1	
1.	 	Annual Meeting	 	1	
2.	 	Special Meetings	 	1	
3.	 	Place of Special Meetings	 	1	
4.	 	Notice of Meetings	 	1	
5.	 	Waiver of Notice	 	1	
6.	 	Action Without A Meeting	 	2	
7.	 	Quorum	 	2	
8.	 	Adjournment	 	2	
9.	 	Voting	 	2	
10.	 	Organization of Meetings	 	2	
11.	 	Meeting by Telecommunication	 	2	

ARTICLE III—Board of Directors	
 	
3	
1.	 	General Powers	 	3	
2.	 	Number, Tenure and Qualification	 	3	
3.	 	Annual and Regular Meetings	 	3	
4.	 	Special Meetings	 	3	
5.	 	Notice of Special Meetings	 	3	
6.	 	Waiver of Notice	 	3	
7.	 	Action Without a Meeting	 	4	
8.	 	Quorum and Voting	 	4	
9.	 	Organization and Procedure	 	4	
10.	 	Resignation	 	4	
11.	 	Removal	 	4	
12.	 	Vacancies	 	4	
13.	 	Dissenting Directors	 	5	
14.	 	Executive and Other Committees	 	5	
15.	 	Compensation of Directors	 	5	
16.	 	Meeting by Telecommunication	 	6	

ARTICLE IV—Officers	
 	
6	
1.	 	Appointment and Tenure	 	6	
2.	 	Resignation, Removal and Vacancies	 	6	
3.	 	Temporary Delegation of Duties	 	6	
4.	 	Chairman of The Board	 	6	
5.	 	Chief Executive Officer	 	6	
6.	 	President	 	6	
7.	 	Vice Presidents	 	7	

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8.	 	Secretary	 	7	
9.	 	Treasurer	 	7	
10.	 	Assistant Secretaries and Assistant Treasurers	 	7	
11.	 	Bond of Officers	 	7	
12.	 	Compensation	 	7	

ARTICLE V—Directors' Conflicts of Interest	
 	
8	
1.	 	Conflicting Interest Transaction	 	8	
2.	 	Effect of Conflict of Interest	 	8	
3.	 	Notice to Shareholders	 	8	
4.	 	Interested Directors	 	8	

ARTICLE VI—Indemnification	
 	
8	
1.	 	Directors	 	8	
2.	 	Officers and Employees	 	9	
3.	 	Mandatory Indemnification	 	9	
4.	 	Agents and Fiduciaries	 	9	
5.	 	Procedure	 	9	
6.	 	Other Remedies	 	9	
7.	 	Insurance	 	9	
8.	 	Notice to Shareholders	 	10	
9.	 	Selection of Counsel	 	10	

ARTICLE VII—Execution of Instruments; Loans; Checks and Endorsements; Deposits; Proxies	
 	
10	
1.	 	Execution of Instruments	 	10	
2.	 	Borrowing	 	10	
3.	 	Attestation	 	11	
4.	 	Loans to Directors, Officers, and Employees	 	11	
5.	 	Checks and Endorsements	 	11	
6.	 	Deposits	 	11	
7.	 	Voting of Securities of Other Entities	 	11	

ARTICLE VIII—Shares of Stock	
 	
11	
1.	 	Certificates of Stock	 	11	
2.	 	Shares Without Certificates	 	11	
3.	 	Transfer of Stock	 	12	
4.	 	Restrictions on Transfer	 	12	
5.	 	Holders of Record	 	12	
6.	 	Shares Held for the Account of a Specified Person or Persons	 	12	
7.	 	Lost, Destroyed, and Mutilated Certificates	 	12	

ARTICLE IX—Dividends and Other Distributions	
 	
12	

ARTICLE X—Corporate Records	
 	
13	
1.	 	Permanent Records	 	13	
2.	 	Records at Principal Office	 	13	
3.	 	Addresses of Shareholders	 	13	
4.	 	Record of Shareholders	 	13	
5.	 	Inspection of Corporate Records	 	13	
6.	 	Audits of Books and Accounts	 	13	

ARTICLE XI—Miscellaneous	
 	
13	
1.	 	Corporate Seal	 	13	
 	 	 	 	 	
ii

 
2.	 	Fiscal Year	 	14	
3.	 	Emergency Bylaws and Actions	 	14	
4.	 	Amendments	 	14	
5.	 	Gender	 	14	
6.	 	Definitions	 	14	
7.	 	Conflicts	 	14	
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 ARTICLE I
Offices
        1.     Principal Office.     The principal office of MCBC International Holdco, Inc. (the "Company") shall be located in or near the City of Golden, Colorado. The Board of Directors, from time to time, may change the principal office of the Company.
        2.     Registered Office.     The registered office of the Company required by the Colorado Business Corporation Act, as it may be amended or superseded (the "Act"), to be maintained in the State of Colorado may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time by the Board of Directors,
        3.     Other Office.     The Company may have one or more offices at such place or places within or outside the State of Colorado as the Board of Directors may from time to time determine or as the business of the Company may require.
ARTICLE II
Shareholders' Meetings
        1.     Annual Meeting.     The annual meeting of the shareholders shall be held each year during the month of May on such date and at such time and place, either within or outside the State of Colorado, as may be determined by the Board of Directors from time to time. At such meeting, the shareholders shall elect a Board of Directors and shall transact such other business as may be brought properly before the meeting.
        2.     Special Meetings.     Special meetings of shareholders for any purpose or purposes, unless otherwise prescribed by the Act or by the Articles of Incorporation, may be called at any time by the Chairman, by the President (if he is also a member or the Board of Directors) or by the Board of Directors. A special meeting shall be called by the President or the Secretary upon one or more written demands (which shall state the purpose or purposes therefor) signed and dated by the holders of shares representing not less than ten percent of all votes entitled to be cast on any issue proposed to be considered at the meeting.
        3.     Place of Special Meetings.     Special meetings of shareholders shall be held at such place or places, within or outside the State of Colorado, as may be determined by the Board of Directors and designated in the notice of the meeting. If no place is designated in the notice, or if a special meeting is called otherwise than by the Board of Directors, the place of the meeting shall be the principal office of the Company.
        4.     Notice of Meetings.     Not less than 10 nor more than 60 days prior to each annual or special meeting of shareholders, written notice of the date, time, and place of each meeting, and in the case of special meetings the purpose or purposes for which the meeting is called, shall be given to each shareholder entitled to vote at such meeting. If the authorized shares of the Company are proposed to be increased, at least 30 days notice in like manner shall be given. If the Act prescribes notice requirements for particular circumstances (as in the case of the sale, lease or exchange of the Company's assets other than in the usual and regular course of business, or the merger or dissolution of the Company), the provisions of the Act shall govern.
        5.     Waiver of Notice.     A shareholder may waive any notice, whether before or after the date or time stated in the notice as the date or time when any action will occur or has occurred. The waiver shall be in writing, be signed by the shareholder entitled to the notice, and be delivered to the Secretary for inclusion in the minutes or filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.
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        6.     Action Without A Meeting.     
        (a)   Any action required or permitted to be taken at a shareholders' meeting may be taken without a meeting if all of the shareholders entitled to vote thereon consent in writing to the action taken. Such consent shall have the same force and effect as a unanimous vote of the shareholders.
        (b)   No action taken by written consent shall be effective unless the Company has received writings that describe and consent to the action, signed by all the shareholders entitled to vote on such action. Unless otherwise provided by the Act, action by written consent shall be effective as of the date the last writing necessary to effect the action is received by the Secretary, unless all of the writings necessary to effect the action specify a later date as the effective date of the action.
        (c)   Any shareholder who has signed a writing describing and consenting to action taken by written consent may revoke such consent by a writing signed by the shareholder describing the action and stating that the shareholder's prior consent thereto is revoked, if such writing is received by the Company before the effectiveness of the action.
        7.     Quorum.     Shareholders may take action at a meeting only if a quorum of the shares entitled to vote is represented in person or by proxy. Unless otherwise provided in the Act or in the Company's Articles of Incorporation, holders of a majority of the shares entitled to vote constitutes a quorum for action at a shareholders' meeting. If a quorum is not present, the shares present at the meeting shall have the power to adjourn the meeting, until the requisite number of shares shall be present or represented.
        8.     Adjournment.     When a meeting is for any reason adjourned to another date, time or place, notice need not be given of the adjourned meeting if the date, time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted that might have been transacted at the original meeting. If the adjournment is for more than 120 days from the date of the original meeting, a notice of the adjourned meeting shall be given to each shareholder entitled to vote at such meeting.
        9.     Voting.     Each outstanding share having the right to vote is entitled to one vote for the election of each member of the Board of Directors and on other matters submitted to a vote of the shareholders. Except where the Act or the Articles of Incorporation require a different vote, if a quorum exists, action on a matter, other than the election of directors, is approved if the votes cast favoring the action exceed the votes cast opposing the action. In an election of directors, a majority of shares entitled to vote for directors is required in order to elect a director. Shareholders may vote in person or by proxy pursuant to the provisions of the Act.
        10.     Organization of Meetings.     The chairman of the annual or any special meeting of the shareholders shall be the Chairman of the Board or, in his absence, any person designated by the Board of Directors. The Secretary or, in his absence, any person appointed by the chairman of the meeting shall act as secretary of the meeting.
        11.     Meeting by Telecommunication.     A shareholder may participate in an annual or special shareholders' meeting by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting. The Board may establish the terms and conditions under which shareholders may participate by such means and shall cause the notice of the meeting to contain such terms and conditions.
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ARTICLE III
Board of Directors
        1.     General Powers.     The property, affairs and business of the Company shall be managed by a Board of Directors. In addition to the powers expressly conferred upon it by these Bylaws, the Board of Directors may exercise all such other powers as are not required by statute, resolution of the Board of Directors, the Articles of Incorporation, or by these Bylaws, to be exercised or done by the shareholders.
        2.     Number, Tenure and Qualification.     The number of directors may be increased to fifteen and may be decreased to any number not less than the number of shareholders from time to time, by resolution of the Board of Directors, provided that no such decrease shall have the effect of shortening the term of any incumbent director. The Board of Directors shall be elected at each annual meeting of shareholders and each director shall hold office until the next annual meeting of shareholders, until such director's successor shall be elected and shall qualify, or until such director's earlier death, resignation or removal. Directors must be natural persons at least eighteen years of age but need not be shareholders or residents of the State of Colorado.
        3.     Annual and Regular Meetings.     The Board of Directors shall hold its annual meeting without notice on the same day and at the same place as, but just following, the annual meeting of the shareholders, or at such other date, time and place as may be determined by the Board of Directors. Regular meetings of the Board of Directors shall be held without notice at such dates, times and places as may be determined by the Board of Directors by resolution.
        4.     Special Meetings.     Special meetings of the Board of Directors may be held, with proper notice, upon the call of the Chairman of the Board or by at least one-third of the members of the Board of Directors at such time and place as specified in the notice.
        5.     Notice of Special Meetings.     
        (a)   Notice of the date, time and place of each special meeting of the Board of Directors shall be given to each director at least two days prior to such meeting. The notice of a special meeting of the Board of Directors need not state the purposes of the meeting. Notice to each director of any special meeting may be given in person; by telephone, telegraph, teletype, electronically transmitted facsimile, or other form of wire or wireless communication; or by mail or private carrier.
        (b)   Oral notice to a director of any special meeting is effective when communicated. Written notice to a director of any special meeting is effective at the earliest of: (i) the date received; (ii) five days after it is mailed; or (iii) the date shown on the return receipt if mailed by registered or certified mail, return receipt requested, if the return receipt is signed by or on behalf of the director to whom the notice is addressed.
        6.     Waiver of Notice.     
        (a)   A director may waive any notice of a meeting before or after the time and date of the meeting stated in the notice. The waiver shall be in writing and signed by the director entitled to the notice. Such waiver shall be delivered to the Secretary for filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.
        (b)   A director's attendance at or participation in a meeting waives any required notice to him of the meeting unless:
(i)
At the beginning of the meeting, or promptly upon his later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack
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of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting; or
(ii)
If special notice was required of a particular purpose, the director objects to transacting business with respect to the purpose for which such special notice was required and does not thereafter vote for or assent to action taken at the meeting with respect to such purpose.
        7.     Action Without a Meeting.     Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent to such action in writing. Such consent shall be delivered to the Secretary for inclusion in the minutes or for filing with the corporate records. Action is taken by written consent at the time the last director signs a writing describing the action taken, unless, before such time, any director has revoked his consent pursuant to the provisions of the Act. Action taken without a meeting is effective at the time it is taken unless the directors establish a different effective date. Action taken by written consent has the same effect as action taken at a meeting of the Board of Directors, and may be described as such in any document.
        8.     Quorum and Voting.     Except as otherwise provided by the Act or by these Bylaws, a majority of the directors in office at the time of any regular or special meeting of the Board of Directors shall constitute a quorum for the transaction of business at such meeting. The vote of a majority of the directors present at the meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present may, without notice other than announcement at the meeting, adjourn the meeting from time to time until a quorum can be obtained.
        9.     Organization and Procedure.     The Board of Directors shall elect a Chairman of the Board from among its members. If the Board deems it necessary, it may elect a Vice-Chairman of the Board from among its members to perform the duties of the Chairman of the Board in his absence and such other duties as the Board of Directors may assign. The Chairman of the Board or, in his absence, the Vice-Chairman of the Board, or in his absence, any director chosen by a majority of the directors present, shall act as chairperson of the meetings of the Board of Directors. The Secretary, any Assistant Secretary, or any other person appointed by the chairperson shall act as secretary of each meeting of the Board of Directors.
        10.     Resignation.     Any director of the Company may resign at any time by giving written notice to the Board of Directors or the Secretary of the Company at the Company's principal office. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
        11.     Removal.     Any director may be removed, either with or without cause, at any time, at a special meeting of the shareholders called for such purpose, if the number of votes cast in favor of removal exceeds the number of votes cast against removal. A vacancy in the Board of Directors caused by any such removal may he filled by the shareholders at such meeting or, if such shareholders at such meeting shall fail to fill such vacancy, by a majority of the remaining directors at any time before the end of the unexpired term of the director removed.
        12.     Vacancies.     A vacancy occurring in the Board of Directors, other than a vacancy due to an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining members of the Board of Directors even if the remaining directors constitute less than a quorum, or by the affirmative vote of two directors if there are only two directors remaining, or by a sole remaining director, or by the shareholders. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office or by the
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shareholders. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
        13.     Dissenting Directors.     A director who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to the action taken unless:
        (a)   He objects at the beginning of such meeting, or promptly upon his later arrival, to the holding of the meeting or the transacting of business at the meeting;
        (b)   He contemporaneously requests that his dissent or abstention from the action taken be entered in the minutes of such meeting; or
        (c)   He gives written notice of his dissent or abstention to the presiding officer of such meeting before its adjournment or to the Secretary of the Company promptly after adjournment of such meeting.
        The right of dissent as to a specific action in a meeting of the Board or a committee is not available to a director who votes in favor of such action.
        14.     Executive and Other Committees.     Except as otherwise required by the Act, the Board of Directors, by the vote of a majority of the number of directors then in office, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in the resolution and except as otherwise prescribed by the Act, shall have and may exercise the authority delegated to them by the Board of Directors by charter, resolution or otherwise. No committee shall:
        (a)   authorize dividends or other distributions;
        (b)   approve or propose to shareholders action that the Act requires to be approved by shareholders;
        (c)   fill vacancies on the Board of Directors or on any of its committees;
        (d)   amend the Articles of Incorporation;
        (e)   adopt, amend, or repeal these Bylaws;
        (f)    approve a plan of merger not requiring shareholder approval;
        (g)   authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors; or
        (h)   authorize or approve the issuance or sale of shares, or a contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that with respect to this clause (h) the Board of Directors may authorize a committee to do so within limits specifically prescribed by the Board of Directors.
        The provisions of these Bylaws governing meetings, action without meeting, notice, waiver of notice, and quorum and voting requirements of the Board of Directors shall apply to committees and the members thereof. Each committee established by the Board of Directors shall prepare minutes of its meetings which shall be delivered to the Secretary of the Company for inclusion in the Company's records.
        15.     Compensation of Directors.     The Board of Directors shall determine and fix the compensation, if any, and the reimbursement of expenses which shall be allowed and paid to the directors. Nothing herein contained shall be construed to preclude any director from serving the Company in any other capacity or any of its subsidiaries in any other capacity and receiving proper compensation therefor.
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        16.     Meeting by Telecommunication.     One or more members of the Board of Directors may participate in a meeting of the Board of Directors through the use of any means of communication by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.
ARTICLE IV
Officers
        1.     Appointment and Tenure.     The officers of the Company shall consist of a Chairman of the Board (sometimes herein called the "Chairman"), a President, a Secretary and a Treasurer. The Board of Directors may also designate and appoint such other officers and assistant officers as may be deemed necessary. The Board of Directors shall appoint the Company's officers annually or at such other times as the Board shall designate. Such officers at all times shall be subject to the supervision, direction and control of the Board of Directors. The Board of Directors may delegate, by specific resolution, to an officer the power to appoint other specified officers or assistant officers. Each officer appointed shall continue in office until the next annual meeting of the Board of Directors at which officers are appointed, or until such officer's earlier death, resignation or removal. Any two or more offices may be held by the same person. Each officer shall be a natural person who is eighteen years of age or older.
        2.     Resignation, Removal and Vacancies.     Any officer may resign at any time by giving written notice of resignation to the Board of Directors by delivery of such notice to the Secretary. Such resignation shall take effect when the notice is received by the Company unless the notice specifies a later effective date, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The Board of Directors may remove any officer at any time with or without cause. The Board of Directors may also delegate to an officer the power to remove other specified officers or assistant officers. If any office becomes vacant for any reason, the vacancy may be filled by, or as specifically authorized by, the Board of Directors. An officer appointed to fill a vacancy shall serve for the unexpired term of such officer's predecessor, or until such officer's earlier death, resignation or removal.
        3.     Temporary Delegation of Duties.     In case of the absence of any officer, or his disability to perform his duties, or for any other reason deemed sufficient by the Board of Directors, the Board may delegate the powers and duties of such officer to any other officer or to any director temporarily, provided that a majority of the whole Board of Directors concurs and that no such delegation shall result in giving to the same person conflicting duties.
        4.     Chairman of The Board.     The Chairman of the Board shall preside at meetings of the Board of Directors and of the shareholders at which he is present, and shall perform such other duties as the Board of Directors may from time to time determine.
        5.     Chief Executive Officer.     The Chief Executive Officer (sometimes referred to herein as the "CEO"), if one is elected by the Board of Directors, shall perform all duties customarily delegated to the chief executive officer of a corporation and such other duties as may from time to time be assigned to him by the Board of Directors and these Bylaws.
        6.     President.     If there is no separate Chief Executive Officer, the President shall be the CEO of the Company; otherwise, the President shall be responsible to the CEO for the day-to-day operations of the Company. The President shall have general and active management of the business of the Company; shall see that all orders and resolutions of the Board of Directors are carried into effect; and shall perform all duties as may from time to time be assigned by the Board of Directors or the Chief Executive Officer.
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        7.     Vice Presidents.     The Vice Presidents, if any, shall perform such duties and possess such powers as from time to time may be assigned to them by the Board of Directors or the President.
        8.     Secretary.     The Secretary of the Company (sometimes referred to herein as the "Secretary") shall have the duty and power to:
        (a)   Assure that all notices are given in accordance with the provisions of these Bylaws and as required by law.
        (b)   Prepare and maintain the minutes of the meetings of the shareholders, the Board of Directors and committees thereof, and other records and information required to be kept by the Company pursuant to the Act, including those records set forth in Article X of these Bylaws.
        (c)   Authenticate records of the Company.
        (d)   In general, perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by the Board of Directors or the President.
        9.     Treasurer.     The Treasurer shall have the duty and power to:
        (a)   Have the charge and custody of, and be responsible for, all funds and securities of the Company and deposit all such funds in the name of the Company in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws or as directed by the Board of Directors.
        (b)   Maintain books of account and records and exhibit such books of account and records to any of the directors of this Company at any reasonable time.
        (c)   Render a statement of the condition of the finances of the Company as requested by the Board of Directors and, if called upon to do so, make a full financial report at the annual meeting of the shareholders.
        (d)   Receive, and give receipts for, monies due and payable to the Company from any source whatsoever.
        (e)   In general, perform all of the duties incident to the office of Treasurer and such other duties as may, from time to time, be assigned to him by the Board of Directors or the President.
        10.     Assistant Secretaries and Assistant Treasurers.     The Assistant Secretaries and Assistant Treasurers, if any, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors. In the absence or at the request of the Secretary or the Treasurer, the Assistant Secretaries or Assistant Treasurers, respectively, shall perform the duties and exercise the powers of the Secretary or Treasurer, as the case may be.
        11.     Bond of Officers.     The Board of Directors may require any officer or agent to give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for such terms and conditions as the Board of Directors may specify, including without limitation for the faithful performance of such officer's duties and for the restoration to the Company of any property belonging to the Company in such officer's possession or under the control of such officer.
        12.     Compensation.     The salaries and other compensation of the officers shall be fixed or authorized from time to time by the Board of Directors. No officer shall be prevented from receiving such salary or other compensation by reason of the fact that he is also a director of the Company.
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 ARTICLE V
Directors' Conflicts of Interest
        1.     Conflicting Interest Transaction.     The term "conflicting interest transaction" means any of the following:
        (a)   A loan or other assistance by the Company to a director of the Company or to an entity in which a director of the Company is a director or officer or has a financial interest;
        (b)   A guaranty by the Company of an obligation of a director of the Company or of an obligation of an entity in which a director of the Company is a director or officer or has a financial interest; or
        (c)   A contract or transaction between the Company and a director of the Company or between the Company and an entity in which a director of the Company is a director or officer or has a financial interest.
        2.     Effect of Conflict of Interest.     No conflicting interest transaction shall be void or voidable solely because the conflicting interest transaction involves a director of the Company or an entity in which a director of the Company is a director or officer or has a financial interest or solely because the director is present at or participates in the meeting of the Board of Directors which authorizes, approves, or ratifies the conflicting interest transaction or solely because the director's vote is counted for such purpose if:
        (a)   The material facts as to the director's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board of Directors or the committee, and the Board or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or
        (b)   The material facts as to the director's relationship or interest and as to the conflicting interest transaction are disclosed, or are known to the shareholders entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by vote of such shareholders; or
        (c)   The conflicting interest transaction is fair as to the Company as of the time it is authorized, approved, or ratified by the Board of Directors, a committee thereof, or the shareholders.
        3.     Notice to Shareholders.     The Board of Directors or a committee thereof shall not authorize a conflicting interest transaction consisting of a loan or guaranty pursuant to paragraph (a) of Section 1 above until at least 10 days after written notice of the proposed authorization of the loan or guaranty has been given to the shareholders who would be entitled to vote thereon if the issue of the loan or guaranty were submitted to a vote of the shareholders.
        4.     Interested Directors.     Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes, approves, or ratifies the contract or transaction.
ARTICLE VI
Indemnification
        1.     Directors.     The Company shall indemnify to the fullest extent allowed by the Act, but subject to all conditions and limitations provided by the Act, any person who serves or who has served at any
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time as a director of the Company, and any director who, at the request of the Company, serves or at any time has served as a director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic corporation or other person or entity or of an employee benefit plan, against any and all liabilities and reasonable expenses incurred in connection with any action, suit, or proceeding to which such director is made a party, and which may be asserted against him in such capacity. A director shall be considered to be serving an employee benefit plan at the Company's request if his duties to the Company also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. The Company shall not indemnify a director with respect to conduct not reasonably related to his services to, or as requested by, the Company or with respect to a personal benefit improperly received by him.
        2.     Officers and Employees.     The Company shall indemnify, to the extent and in the manner described herein, any person who serves or who has served at any time as an officer or employee of the Company, and any officer or employee who, at the request of the Company, serves or at any time has served as a director, officer, partner, trustee, employee, fiduciary or agent of any other foreign or domestic corporation or other person or entity or of an employee benefit plan, against any and all liabilities and reasonable expenses incurred in connection with any action, suit, or proceeding which is or may be asserted against the officer or employee for acts within the scope of the officer or employee's duties in such capacity, except for matters in which the person shall be adjudged in any action, suit, or proceeding to be liable for his own gross negligence or willful misconduct in the performance of any duty, and except for any personal benefit improperly received by him.
        3.     Mandatory Indemnification.     The Company shall indemnify a director, officer, or employee who was wholly successful, on the merits or otherwise, in the defense of any action, suit, or proceeding to which the person was a party because the person is or was a director, officer, or employee, against liabilities and reasonable expenses incurred by him in connection with the action, suit, or proceeding.
        4.     Agents and Fiduciaries.     The Company may indemnify a person who serves or who has served at any time as an agent or fiduciary of the Company against liabilities and reasonable expenses incurred in connection with any action, suit, or proceeding to which he is made a party, or which may be asserted against him, by reason of serving in such a capacity, in such circumstances and in such amounts as the Board of Directors shall deem appropriate.
        5.     Procedure.     In each instance in which indemnification is claimed or requested under Section 1 of this Article VI, the Board of Directors shall determine, or shall direct any person or body, as permitted by the Act, to determine (a) whether or not indemnification is permissible in the circumstances, and (b) the amount of liability and expenses with respect to which indemnification should be provided. The responsibility for implementing the indemnification of officers and employees pursuant to Section 2 of this Article VI may be assigned to such officers within the Company as the Board of Directors determines. However, the Board retains its authority to review or consider such matters in appropriate circumstances.
        6.     Other Remedies.     Except as limited by the Act, any indemnification provided herein shall be in addition to any other rights to which those indemnified may be entitled by the Act or pursuant to any agreement, vote of shareholders, or otherwise, and shall be available to the heirs, personal representatives, and successors of the person entitled to such indemnification,
        7.     Insurance.     The Company may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the Company, or who, while a director, officer, employee, fiduciary, or agent of the Company, is or was serving at the request of the Company as a director, officer, partner, trustee, employee, fiduciary, or agent of another domestic or foreign corporation or other person or entity or of an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from his status as a director, officer, employee, fiduciary, or agent, whether or not the Company would have power to indemnify the person against the
9

same liability under the Act. Any such insurance may be procured from any insurance company designated by the Board of Directors, whether such insurance company is formed under the laws of this state or any other jurisdiction of the United States or elsewhere, including any insurance company in which the Company has an equity or any other interest through stock ownership or otherwise.
        8.     Notice to Shareholders.     If the Company indemnifies or advances expenses to a director under this Article VI in connection with a proceeding by or in the right of the Company, the Company shall give written notice of the indemnification or advance to the shareholders with or before the notice of the next shareholders' meeting. If the next shareholder action is taken without a meeting at the instigation of the Board of Directors, such notice shall be given to the shareholders at or before the time the first shareholder signs a writing consenting to such action.
        9.     Selection of Counsel.     Notwithstanding any other provision of the Article, the Company may condition the right to indemnification of a director, officer, or employee on its right to select legal counsel representing such director, officer or employee on the terms of this Section 9.
        The Company shall have the right to select counsel for any director, officer, or employee in any legal action that may give rise to indemnification under this Article VI provided that: (a) the Company consults with the director, officer or employee seeking indemnification with respect to the selection of competent legal counsel; and (b) the Company pays all reasonable fees and costs incurred by the attorney in defending the director, officer, or employee (subject to the Company's right to recover such fees and costs if it is determined at the conclusion of the action, suit, or proceeding that there is no right of indemnification).
        Notwithstanding any other provision of this Article VI, the Company shall not be responsible for indemnification of any director, officer, or employee who declines to use counsel reasonably selected by the Company as provided in this Section 9. Counsel shall be deemed to be reasonably selected by the Company if such counsel is a competent attorney who can independently represent the director, officer, or employee consistent with the applicable ethical standards of the Code of Professional Responsibility.
ARTICLE VII
Execution of Instruments; Loans; Checks and Endorsements; Deposits; Proxies
        1.     Execution of Instruments.     Except as otherwise provided by the Board of Directors, the Chairman, the President, any Vice President, the Treasurer, or the Secretary shall have the power to execute and deliver on behalf of and in the name of the Company any instrument requiring the signature of an officer of the Company. Unless authorized to do so by these Bylaws or by the Board of Directors, no assistant officer, agent, or employee shall have any power or authority to bind the Company in any way, to pledge its credit, or to render it liable pecuniarily for any purpose or in any amount.
        2.     Borrowing.     No loan shall be contracted on behalf of the Company, and no evidence of indebtedness shall be issued, endorsed, or accepted in its name, unless authorized by the Board of Directors or a committee designated by the Board of Directors so to act. Such authority may be general or confined to specific instances. When so authorized, an officer may (a) effect loans at any time for the Company from any bank or other entity and for such loans may execute and deliver promissory notes or other evidences of indebtedness of the Company; and (b) mortgage, pledge or otherwise encumber any real or personal property, or any interest therein, owned or held by the Company as security for the payment of any loans or obligations of the Company, and to that end may execute and deliver for the Company such instruments as may be necessary or proper in connection with such transaction.
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        3.     Attestation.     All signatures authorized by this Article may be attested, when appropriate or required, by any officer of the Company except the officer who signs on behalf of the Company.
        4.     Loans to Directors, Officers, and Employees.     The Company may lend money to, guarantee the obligations of, and otherwise assist directors, officers, and employees of the Company, or directors of another corporation of which the Company owns a majority of the voting stock, only upon compliance with the requirements of the Act.
        5.     Checks and Endorsements.     All checks, drafts, or other orders for the payment of money, obligations, notes, or other evidences of indebtedness issued in the name of the Company and other such instruments shall be signed or endorsed for the Company by such officers or agents of the Company as shall from time to time be determined by resolution of the Board of Directors, which resolution may provide for the use of facsimile signatures.
        6.     Deposits.     All funds of the Company not otherwise employed shall be deposited from time to time to the Company's credit in such banks or other depositories as shall from time to time be determined by resolution of the Board of Directors, which resolution may specify the officers or agents of the Company who shall have the power, and the manner in which such power shall be exercised, to make such deposits and to endorse, assign, and deliver for collection and deposit checks, drafts, and other orders for the payment of money payable to the Company or its order.
        7.     Voting of Securities of Other Entities.     Unless otherwise provided by resolution of the Board of Directors, the Chairman, Chief Executive Officer, or the President, or any officer designated in writing by any of them, is authorized to attend in person, or may execute written instruments appointing a proxy or proxies to represent the Company at, all meetings of any corporation, partnership, limited liability company, association, joint venture, or other entity in which the Company holds any securities or other interests and may execute written waivers of notice with respect to any such meetings. At all such meetings, any of the foregoing officers, in person or by proxy as aforesaid and subject to the instructions, if any, of the Board of Directors, may vote the securities or interests so held by the Company, may execute any other instruments with respect to such securities or interests, and may exercise any and all rights and powers incident to the ownership of said securities or interests. Any of the foregoing officers may execute one or more written consents to action taken in lieu of a formal meeting of such corporation, partnership, limited liability company, association, joint venture, or other entity.
ARTICLE VIII
Shares of Stock
        1.     Certificates of Stock.     The issuance or sale of shares of stock by the Company shall be made only upon authorization by the Board of Directors. Stock certificates shall be in a form designated by the Board of Directors which complies with provisions of the Act. They shall be numbered in the order of their issue and shall be signed by the President or the CEO and by the Secretary or the Treasurer. Facsimile signatures may be used if the certificate is countersigned by a transfer agent. A transfer agent may be an independent third party, the Company itself, or an employee of the Company. The validity of any certificate for shares, otherwise valid, shall not be affected in the event that the delivery of such a certificate occurs after an officer or agent whose signature appears therein is no longer an officer or agent. The stock record books and the blank stock certificate books shall be kept by the Secretary or by any other officer or agent designated by the Board of Directors for that purpose. Notice of any restrictions on the transfer of stock shall be printed or typed on each stock certificate issued by the Company.
        2.     Shares Without Certificates.     The Board of Directors may authorize the issuance of shares of the Company without certificates. Such authorization shall not affect shares already represented by
11

certificates until they are surrendered to the Company. Within a reasonable time following the issue or transfer of shares without certificates, the Company shall send the shareholder a complete written statement of the information that would be required on certificates by the Act.
        3.     Transfer of Stock.     Subject to any transfer restrictions set forth or referred to on the stock certificate or of which the Company otherwise has notice, shares of the Company shall be transferable on the books of the Company upon presentation to the Company or to the Company's transfer agent of a stock certificate signed by, or accompanied by an executed assignment from, the holder of record thereof, his duly authorized legal representative, or other appropriate person as permitted by the Act. The Company may require that any transfer of shares be accompanied by proper evidence reasonably satisfactory to the Company or to the Company's transfer agent that such endorsement is genuine and effective. Upon presentation of shares for transfer as provided above, the payment of all taxes, if any, therefor, and the satisfaction of any other requirement of law, including inquiry into and discharge of any adverse claims of which the Company has notice, the Company shall issue a new certificate to the person entitled thereto and cancel the old certificate. Every transfer of stock shall be entered on the stock books of the Company to accurately reflect the record ownership of each share. The Board of Directors also may make such additional rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the Company.
        4.     Restrictions on Transfer.     All shares of stock in the Company are transferable and any shareholder may sell, assign, or transfer his shares of stock, provided that no shareholder shall sell his shares in the Company without first offering such shares for sale to the other shareholders of record in accordance with any existing shareholder agreement. Any such agreement shall be kept on file in the principal office of the Company and shall be available for inspection by any shareholder or any person desiring to purchase stock in the Company.
        5.     Holders of Record.     The Company shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as may be allowed by these Bylaws or required by the laws of Colorado.
        6.     Shares Held for the Account of a Specified Person or Persons.     The Board of Directors, in the manner provided by the Act, may adopt a procedure whereby a shareholder of the Company may certify in writing to the Company that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons.
        7.     Lost, Destroyed, and Mutilated Certificates.     The holder of any stock of the Company shall notify the Company of any loss, destruction, or mutilation of the certificate therefor and the Secretary shall cause a new certificate or certificates to be issued to him upon the surrender of the mutilated certificate or, in case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction and, in the discretion of the Secretary, the deposit of a bond in such form and amount (not exceeding double the value of the stock represented by such certificate) and with such surety or sureties as the Secretary may require.
ARTICLE IX
Dividends and Other Distributions
        Subject to the provisions of the Act, dividends and other distributions may be declared by the Board of Directors in such form, frequency, and amounts as the condition of the affairs of the Company shall render advisable.
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ARTICLE X
Corporate Records
        1.     Permanent Records.     The Company shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or the Board of Directors without a meeting, a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Company, and a record of all waivers of notices of meetings of shareholders and of the Board of Directors or any committee of the Board of Directors.
        2.     Records at Principal Office.     The Company shall comply with the provisions of the Act regarding maintenance of records and shall keep the following records at its principal office:
        (a)   its Articles of Incorporation;
        (b)   its Bylaws;
        (c)   the minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three years;
        (d)   all written communications within the past three years to shareholders as a group or to the holders of any class or series of shares as a group;
        (e)   a list of the names and business addresses of its current directors and officers;
        (f)    a copy of its most recent corporate report delivered to the Secretary of State pursuant to the Act; and
        (g)   all financial statements prepared for periods ending during the last three years that a shareholder could have requested pursuant to the Act.
        3.     Addresses of Shareholders.     Each shareholder shall furnish to the Secretary of the Company or the Company's transfer agent an address to which notices from the Company, including notices of meetings, may be directed and if any shareholder shall fail so to designate such an address, it shall be sufficient for any such notice to be directed to such shareholder at such shareholder's address last known to the Secretary or transfer agent.
        4.     Record of Shareholders.     The Secretary shall maintain, or shall cause to be maintained, a record of the names and addresses of the Company's shareholders, in a form that permits preparation of a list of shareholders that is arranged by voting group and, within each voting group, by class or series of shares, that is alphabetical within each class or series, and that shows the address of, and the number of shares of each class or series held by, each shareholder.
        5.     Inspection of Corporate Records.     Shareholders shall have those rights to receive by mail or to inspect and copy such Company records, pursuant to such procedures, as provided in the Act.
        6.     Audits of Books and Accounts.     The Company's books and accounts may be audited at such times and by such auditors as shall be specified and designated by resolution of the Board of Directors.
ARTICLE XI
Miscellaneous
        1.     Corporate Seal.     The corporate seal shall be in the form approved by resolution of the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. The impression of the seal may be made and attested by either the Secretary or any Assistant Secretary for the authentication of contracts or other papers requiring the seal.
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        2.     Fiscal Year.     The fiscal year of the Company shall be as established by the Board of Directors.
        3.     Emergency Bylaws and Actions.     Subject to repeal or change by action of the shareholders, the Board of Directors may adopt emergency bylaws and exercise other powers in accordance with and pursuant to the provisions of the Act.
        4.     Amendments.     The Board of Directors may amend, restate, or repeal the Bylaws or adopt new Bylaws by the affirmative vote of the number of directors constituting a majority of the full Board of Directors. The shareholders also may amend, restate, or repeal the Bylaws or adopt new Bylaws. The power of the Board of Directors to amend or repeal the Bylaws or to adopt new Bylaws may be limited by the Articles of Incorporation, by adoption of an amendment to the Articles of Incorporation, or by an amendment to the Bylaws adopted by the shareholders which reserves such authority in whole or in part to said shareholders with respect to a particular Bylaw.
        5.     Gender.     The masculine gender is used in these Bylaws as a matter of convenience only and shall be interpreted to include the feminine gender as the circumstances indicate.
        6.     Definitions.     Terms not otherwise defined in these Bylaws shall have the meanings set forth in the Act.
        7.     Conflicts.     In the event of any irreconcilable conflict between these Bylaws and either the Articles of Incorporation or the Act, the Articles of Incorporation shall control; provided that, if there is any irreconcilable conflict between the Articles of Incorporation and the Act, then the Act shall control.
        The foregoing Bylaws of MCBC International Holdco, Inc. were approved and adopted by the Board of Directors on the 21st day of March, 2007.

Douglas N. Beck, Secretary	
14

 
Exhibit 4.19
MEMORANDUM OF ASSOCIATION
OF
MOLSON COORS INTERNATIONAL GENERAL, ULC
1.
The name of the Company in all its language forms is:
MOLSON COORS INTERNATIONAL GENERAL, ULC
2.
The Company shall have all the powers, capacity, rights and privileges of a natural person including the following which are expressly conferred upon the Company:

(a)
to sell or dispose of its undertaking, or a substantial part thereof;

(b)
subject to the provisions of the Companies Act with respect to reduction of capital, to distribute any of its property in specie among its members; and

(c)
to amalgamate with any company or other body of persons.

3.
The liability of the members is unlimited.
        We, the undersigned, whose names and addresses are subscribed, are desirous of being formed into a company in pursuance of this Memorandum of Association, and we respectively agree to take the number and kind of shares in the capital stock of the Company written opposite our respective names.

Name, Address And Number Of Shares Taken By Subscriber
Molson Coors Brewing Company

Per:	 	/s/   MICHAEL J. GANNON       
	 	 	
 	 	Name: Michael J. Gannon	 	 	
 	 	Position: VP, Global Treasurer	 	 	
1225 - 17th Street, Suite 3200-MCCC
Denver CO 80202-5534	

Total Number of Shares taken:        1,000 common shares with no par value	

 	 	 	 	 	
Witness to the above signature:	

/s/   MICHAEL ABBASS       
	 	 	
Name: Michael Abbass	 	 	
Address: 1225 17th St., Suite 3200
               Denver, CO 80202 USA	 	 	
DATED the 22nd day of March, 2007.

 
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Exhibit 4.20
ARTICLES OF ASSOCIATION
OF
MOLSON COORS INTERNATIONAL GENERAL, ULC
INTERPRETATION
1.
In these Articles, unless there be something in the subject or context inconsistent therewith:

(a)
"Act" means the Companies Act , R.S.N.S. 1989 and all amendments thereto;

(b)
"Articles" and "these presents" include these Articles of Association and all amendments thereto;

(c)
"Company" means the company named above;

(d)
"directors" or "the Board" means the directors of the Company for the time being;

(e)
"in writing" and "written" includes printing, lithography and other modes of representing or reproducing words in visible form;

(f)
"Memorandum" means the Memorandum of Association of the Company, and all amendments thereto;

(g)
"month" means calendar month;

(h)
"Office" means the registered office for the time being of the Company;

(i)
"Register" means the register of shareholders kept pursuant to Section 42 of the Act;

(j)
"Registrar" means the Registrar of Joint Stock Companies for the time being;

(k)
"reporting company" and "reporting issuer" shall have the meanings as set out in Section 2 of the Act;

(l)
"Secretary" includes any person appointed to perform the duties of the Secretary temporarily;

(m)
"Share" includes fractional share;

(n)
"shareholder" means a member as that term is used in the Act in connection with a company limited by shares;

(o)
"special resolution" has the meaning assigned by Section 87 of the Act;

(p)
"proxyholder" includes an alternate proxyholder;

(q)
words importing persons include corporations and any other entity, including partnerships and limited partnerships.

(r)
words importing the masculine gender include the feminine gender; and

(s)
words importing the singular number include the plural number and vice versa;

2.
The regulations appearing in Table A in the First Schedule to the Act shall not apply to the Company.

3.
The directors may enter into and carry into effect or adopt and carry into effect any agreement or agreements made by the promoters of the Company on behalf of the Company and shall have full power to agree to any modification in the terms of any such agreement or agreements, either before or after their execution.

4.
The directors may, out of any moneys of the Company for the time being in their hands, pay all expenses incurred for the formation and establishment of the Company, including the expenses of registration.

5.
The business of the Company may be commenced as soon after incorporation as the directors think fit, and notwithstanding that part only of the shares have been allotted.
SHARES
6.
The authorized capital of the Company consists of 10,000,000,000 common shares without nominal or par value, which may by resolution of the directors be divided into several classes and/or have attached thereto respectively any preferential, deferred or qualified rights, privileges or conditions, including restrictions on voting rights and including redemption and purchase of such shares, subject however to the provisions of the Act.

7.
The directors shall control the shares and, subject to the provisions of these Articles, may allot or otherwise dispose of them, fractional or otherwise, to such persons at such times, on such terms and conditions and either at a premium or at par as they think fit.

8.
The directors may pay on behalf of the Company a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company, or his procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company, provided that such commission paid or agreed to be paid does not exceed ten percent of the price at which such shares are sold. The commission may be paid or satisfied in cash or in shares, debentures or debenture stock of the Company.

9.
On the issue of shares the Company may arrange among the holders thereof differences in the calls to be paid and in the times for their payment.

10.
If the whole or part of the allotment price of any shares is, by the conditions of their allotment, payable in instalments, every such instalment shall, when due, be payable to the Company by the person who is at such time the registered holder of the shares.

11.
Shares may be registered in the names of joint holders not exceeding three in number.

12.
The joint holders of a share shall be jointly and severally liable for the payment of all instalments and calls due in respect of such share. On the death of one or more joint holders of shares the survivor or survivors of them shall alone be recognized by the Company as the registered holder of holders of the shares.

13.
Save as herein otherwise provided, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not, except as ordered by a court of competent jurisdiction or required by statute, be bound to recognize any equitable or other claim to or interest in such share on the part of any other person.
CERTIFICATES
14.
Certificates of title to shares shall comply with the Act and be in the following form or as near thereto as circumstances will permit, or in such other form as the directors or shareholders may from time to time approve:
is the registered owner of                          fully [or partially] paid Common Shares of transferable only on the books of the Company (subject to the restrictions imposed by the Articles of Association of the Company) by the holder thereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.
IN WITNESS WHEREOF the Company has caused this Certificate to be signed by its duly authorized officers and to be sealed with the seal of the Company this  day of                        ,
Certificates may bear any other legend required by applicable securities laws or the contractual obligations of the holders thereof.

15.
Unless the directors otherwise determine, every certificate of title to shares shall be signed manually by at least one of the Chair, President, Secretary, Treasurer, a vice-president, an assistant secretary, any other officer of the Company or any director of the Company or by or on behalf of a share registrar transfer agent or branch transfer agent appointed by the Company or by any other person whom the directors may designate. When signatures of more than one person appear on a certificate all but one may be printed or otherwise mechanically reproduced. All such certificates when signed as provided in this Article shall be valid and binding upon the Company. If a certificate contains a printed or mechanically reproduced signature of a person, the Company may issue the certificate, notwithstanding that the person has ceased to be a director or an officer of the Company and the certificate is as valid as if such person were a director or an officer at the date of its issue.

16.
Subject to any regulations made at any time by the directors, each shareholder may have title to the shares registered in such shareholder's name evidenced by any number of certificates so long as the aggregate of the shares stipulated in such certificates equals the aggregate registered in his name.

17.
Where shares are registered in the names of two or more persons, the Company shall not be bound to issue more than one certificate or one set of certificates, and such certificate or set of certificates shall be delivered to the person first named on the Register.

18.
Any certificate that has become worn, damaged or defaced may, upon its surrender to the directors, be cancelled and replaced by a new certificate. Any certificate that has become lost or destroyed may also be replaced by a new certificate upon proof of such loss or destruction to the satisfaction of the directors and the furnishing to the Company of such undertakings of indemnity as the directors deem adequate.

19.
The sum of one dollar or such other sum as the directors from time to time determine shall be paid to the Company for every certificate other than the first certificate issued to any holder in respect of any share or shares.

20.
The directors may cause one or more branch registers of shareholders to be kept in any place or places, whether inside or outside of Nova Scotia.
CALLS
21.
The directors may from time to time make such calls as they think fit upon the shareholders in respect of all monies unpaid on the shares held by them respectively and not made payable at fixed times by the conditions on which such shares were allotted, and each shareholder shall pay the amount of every call so made on such shareholder to the persons and at the times and places appointed by the directors. A call may be made payable in instalments.

22.
A call shall be deemed to have been made at the time when the resolution of the directors authorizing such call was passed.

23.
At least fourteen days' notice of any call shall be given, and such notice shall specify the time and place at which and the person to whom such call shall be paid.

24.
If the sum payable in respect of any call or instalment is not paid on or before the day appointed for the payment thereof, the holder for the time being of the share in respect of which the call has been made or the instalment is due shall pay interest on such call or instalment at the rate of ten percent per annum from the day appointed for the payment thereof up to the time of actual payment.

25.
At the trial or hearing of any action for the recovery of any money due for any call, it shall be sufficient to prove that the name of the shareholder sued is entered on the Register as the holder or one of the holders of the share or shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book and that notice of such call was duly given to the shareholder sued in pursuance of these Articles. It shall not be necessary to

prove the appointment of the directors who made such call or any other matters whatsoever and the proof of the matters stipulated shall be conclusive evidence of the debt.
26.
The directors may, if they think fit, receive from any shareholder willing to advance it all or any part of the monies due upon shares held by such shareholder beyond the sums actually called for; and upon the monies so paid or satisfied in advance or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made the Company may pay interest at such rate, not exceeding ten percent per annum, as the shareholder paying such sum in advance and the directors agree upon, or the directors may agree with such shareholder that such shareholder may participate in profits upon the amount so paid or satisfied in advance.
FORFEITURE OF SHARES
27.
If any shareholder fails to pay any call or instalment on or before the day appointed for payment, the directors may at any time thereafter while the call or instalment remains unpaid serve a notice on such shareholder requiring such shareholder to pay the call or instalment together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

28.
The notice shall name a day (not being less than fourteen days after the date of the notice) and a place or places on and at which such call or instalment and such interest and expenses are to be paid. The notice shall also state that, in the event of non-payment on or before the day and at the place or one of the places so named, the shares in respect of which the call was made or instalment is payable will be liable to be forfeited.

29.
If the requirements of any such notice are not complied with, any shares in respect of which such notice has been given may at any time thereafter, before payment of all calls or instalments, interest and expenses due in respect thereof, be forfeited by a resolution of the directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

30.
When any share has been so forfeited, notice of the resolution shall be given to the shareholder in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture shall be made in the Register.

31.
Any share so forfeited shall be deemed the property of the Company and the directors may sell, re-allot or otherwise dispose of it in such manner as they think fit.

32.
Directors may at any time before any share so forfeited has been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as they think fit.

33.
Any shareholder whose shares have been forfeited shall nevertheless be liable to pay and shall forthwith pay to the Company all calls, instalments, interest and expenses owing upon or in respect of such shares at the time of the forfeiture together with interest thereon at the rate of ten per cent per annum from the time of forfeiture until payment. The directors may enforce such payment if they think fit, but are under no obligation to do so.

34.
A certificate under the hand of the Secretary stating that a share has been duly forfeited on a specified date in pursuance of these Articles and the time when it was forfeited shall be conclusive evidence of the facts therein stated as against all persons who would have been entitled to the share but for such forfeiture.
LIEN ON SHARES
35.
The Company shall have a first and paramount lien upon all shares (other than fully paid up shares) registered in the name of each shareholder (whether solely or jointly with others) and upon the proceeds from the sale thereof for such shareholder's debts, liabilities and other engagements, solely or jointly with any other person, to or with the Company, whether or not the period for the

payment, fulfilment or discharge thereof has actually arrived, and such lien shall extend to all dividends from time to time declared in respect of such shares. Unless otherwise agreed by the Company and the transferor of the subject shares, the registration of a transfer of shares shall operate as a waiver of any lien of the Company on such shares.
36.
For the purpose of enforcing such lien the directors may sell the shares subject to it in such manner as they think fit; but no sale shall be made until the period for the payment, fulfilment or discharge of such debts, liabilities or other engagements has arrived, and until notice in writing of the intention to sell has been given to such shareholder, such shareholder's executors or administrators and such shareholder or shareholders have been in default of such payment, fulfilment or discharge for seven days after receipt of such notice.

37.
The net proceeds of any such sale after the payment of all costs shall be applied in or towards the satisfaction of such debts, liabilities or engagement and the residue, if any, paid to such shareholder or such shareholder's executors, administrators or assigns.
VALIDITY OF SALES
38.
Upon any sale after forfeiture or the enforcing of a lien in purported exercise of the powers given by these Articles the directors may cause the purchaser's name to be entered in the Register in respect of the shares sold, and the purchaser shall not be bound to see to the regularity of the proceedings or to the application of the purchase money. After the purchaser's name has been entered in the Register in respect of such shares the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

TRANSFER OF SHARES
39.
The instrument of transfer of any share in the Company shall be signed by the transferor. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect thereof and shall be entitled to receive any dividend declared thereon before the registration of the transfer.

40.
The instrument of transfer of any share shall be in writing in the following form or as near thereto as circumstances will permit:
For value received                        hereby sell, assign and transfer unto                        shares of the capital stock of the Company represented by the within certificate, and do hereby irrevocably constitute and appoint                        to transfer such stock on the books of the Company with full power of substitution in the premises.
Dated the            day of                        .
Witness:
41.
The Company is a private issuer and:

(a)
no transfer of any of the securities of the Company other than any non-convertible debt security (in this article, "securities") shall be effective unless or until approved by resolution of either the directors or the shareholders, and the directors or shareholders, as the case may be, shall be under no obligation to give such approval or to give any reason for withholding approval;

(b)
the number of direct or indirect beneficial owners of securities of the Company shall not exceed 50 persons, not including employees and former employees of the Company or its affiliates, provided that each person is counted as one beneficial owner unless the person is created or used solely to purchase or hold securities of the Company, in which case each beneficial owner or each beneficiary of the person, as the case may be, must be counted as a separate beneficial owner; and

(c)
the Company shall distribute securities only to persons described in Section 2.4 of National Instrument 45-106 Prospectus and Registration Exemptions (as the same may be amended from time to time, "NI45-106").
For the purposes of this article, "debt security", "person" and "private issuer" have the meaning given to those terms in NI45-106 and "affiliates" shall have the meaning given to that term in the Act.
42.
The directors may, without assigning any reason therefor, decline to register any transfer of shares not fully paid up, upon which the Company has a lien, or the transfer of which would result in a violation of the limitation on number of holders described in Article 41 or which is restricted by any agreement to which the Company is a party.

43.
Every instrument of transfer shall be left at the Office of the Company or its transfer agent where the principal or a branch register of shareholders is maintained for registration together with the certificate of the shares to be transferred and such other evidence as the Company may require to prove the title of the transferor or his right to transfer the shares.

44.
The directors may require that a fee determined by them be paid before or after registration of any transfer.

45.
Every instrument of transfer shall, after its registration, remain in the custody of the Company. Any instrument of transfer that the directors decline to register shall, except in case of fraud, be returned to the person who deposited it.

46.
The transfer books and Register of Shareholders may be closed during such time as the directors think fit, not exceeding in the whole thirty days in each year, notice of which shall be given by advertisement in some newspaper circulating in the district in which the Office is situate.

TRANSMISSION OF SHARES
47.
The executors or administrators of a deceased shareholder (not being one of several joint holders) shall be the only persons recognized by the Company as having any title to the shares registered in the name of such shareholder. When a share is registered in the names of two or more joint holders, the survivor or survivors or the executors or administrators of the deceased survivor, shall be the only persons recognized by the Company as having any title to, or interest in, such share.

48.
Notwithstanding anything in these Articles, if the Company has only one shareholder, not being one of several joint holders, and that shareholder dies (or, if a corporate entity, is dissolved), the executors or administrators of such deceased shareholder or the successor in interest to such corporate shareholder shall be entitled to register themselves in the Register as the holders of such shareholder's share, whereupon they shall have all the rights given by these Articles and law to shareholders.

49.
Any person becoming entitled to shares in consequence of the death, bankruptcy, dissolution or amalgamation of any shareholder or in any way other than by allotment or transfer upon producing evidence of such person being entitled to act in the capacity claimed or of such person's title may, subject to these Articles, be registered as a shareholder in respect of such shares, or may, without being registered, transfer such shares subject to the provisions of these Articles respecting the transfer of shares. The directors shall have the same right to refuse to register a person entitled by transmission to any shares, or such person's nominee, as if such person were the transferee named in an ordinary transfer presented for registration.
RECORD DATES
50.
(a)    The directors may fix in advance a date as the record date for the determination of shareholders

(i)
entitled to receive payment of a dividend or entitled to receive any distribution;

(ii)
entitled to receive notice of a meeting; or

(iii)
for any other purpose.

(b)
If no record date is fixed, the record date for the determination of shareholders

(i)
entitled to receive notice of a meeting shall be the day immediately preceding the day on which the notice is given, or, if no notice is given, the day on which the meeting is held; and

(ii)
for any other purpose shall be the day on which the directors pass the resolution relating to the particular purpose.

51.
NOT USED
INCREASE, REDUCTION AND ALTERATION OF CAPITAL
52.
Subject to the Act, the shareholders may by special resolution amend these Articles to increase or alter the share capital of the Company as they think expedient. Without prejudice to any special rights previously conferred on the holders of existing shares, any share may be issued with such preferred, deferred or other special rights, or with such restrictions, whether in regard to dividends, voting, return of share capital or otherwise, as the shareholders may from time to time determine by special resolution. Except as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be considered part of the original capital and shall be subject to the provisions herein contained with reference to transfer and otherwise.

53.
The Company may, by special resolution where required, reduce its share capital in any way and with and subject to any incident authorized and consent required by law. Subject to the Act and any provisions attached to such shares in these Articles, the Company may redeem, purchase or acquire any of its shares and the directors may determine the manner and the terms for redeeming, purchasing or acquiring such shares and may provide a sinking fund on such terms as they think fit for the redemption, purchase or acquisition of shares of any class or series.
CLASSES OF SHARES
54.
Subject to the provisions of these Articles, and without prejudice to any special rights previously conferred on the holders of existing shares, any shares may be issued with such preferred, deferred or other special rights, or with such restrictions, whether in regard to dividends, voting, return of share capital or otherwise, as the Company may from time to time determine by special resolution.
MODIFICATION OF RIGHTS OF SHAREHOLDERS
55.
If at any time the share capital of the Company is divided into different classes of shares pursuant to these Articles or otherwise, all or any of the rights and privileges attached to any such class may be modified, altered, varied, affected, commuted, abrogated or otherwise dealt with by agreement between the Company and any person purporting to contract on behalf of that class, provided such agreement is ratified in writing by the holders of at least a two-thirds majority in number of the issued shares of the class or by a resolution passed by the same majority, and all the provisions hereinafter contained as to general meetings, shall, mutatis mutandis, apply to every meeting of such class of shareholders convened for such purpose, save that the quorum for such a meeting shall be shareholders holding or representing by proxy one-half in number of the issued shares of the class. This Article shall not be deemed by implication to curtail the power of modification which the Company would have if it were omitted.
SURRENDER OF SHARES
56.
The directors may accept the surrender of any share by way of compromise of any question as to the holder being properly registered in respect thereof. Any share so surrendered may be disposed of in the same manner as a forfeited share.

BORROWING POWERS AND POWER OF GUARANTEE
57.
The directors on behalf of the Company may from time to time in their discretion:

(a)
raise or borrow money for the purpose of the Company;

(b)
secure, subject to compliance with the Act, the repayment of moneys so raised or borrowed in such manner and upon such terms and conditions in all respects as they think fit, and in particular by the execution and delivery of mortgages of the Company's real or personal property, or by the issue of bonds, debentures or debenture stock of the Company secured by mortgage or other charge upon all or any part of the property of the Company, both present and future, including its uncalled capital for the time being;

(c)
sign or endorse bills, notes, acceptances, cheques, contracts, and other evidence of or securities for money borrowed or to be borrowed for the purposes aforesaid; and

(d)
pledge debentures as security for loans.

58.
Bonds, debentures and other securities may be made assignable, free from any equities between the Company and the person to whom such securities were issued.

59.
Any bonds, debentures and other securities may be issued at a discount, premium or otherwise and with special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of directors and other matters.

60.
The Company may, from time to time, and in the discretion of the directors, guarantee the performance of liabilities, contracts and loans of any kind whatsoever, and may give any postponements required in connection with that guarantee, and as security for such guarantee, mortgage, pledge, hypothecate or otherwise charge the whole or any of the Company's property, real or personal.
MEETINGS
61.
Ordinary general meetings shall be held at least once in every calendar year at such time and place as may be determined by the directors and not later than fifteen months after the preceding ordinary general meeting. All other meetings of the Company shall be called special general meetings. In lieu of an ordinary or special general meeting all of the shareholders may sign a resolution or resolutions pursuant to Article 93.

62.
The President, a Vice-President or the directors may whenever they think fit, convene a special general meeting and they shall, upon the written request of shareholders of the Company holding not less than five percent of the total voting rights of all the shareholders having at the date of the deposit of the written request a right to vote at general meetings of the Company and in respect of whose shares all calls or other sums then due have been paid, forthwith proceed to convene a special general meeting of the Company, to be held at such time and place as the directors determine.

63.
The written request shall state the objects of the meeting requested, be signed by the shareholders making it and deposited at the Office of the Company. It may consist of several documents in like form each signed by one or more of the requesting shareholders.

64.
If the directors do not proceed to cause a meeting to be held within thirty days after the date that the written request is so deposited, the requesting shareholders, requesting President or requesting Vice President, as applicable, or a majority of the shareholders in value of shares held, may themselves convene a shareholders' meeting, provided it is held within ninety days after the date of the deposit of the written request.

65.
If at any such meeting a resolution requiring confirmation at another meeting is passed, the directors shall forthwith convene a further special general meeting for the purpose of considering such resolution and, if thought fit, of confirming it as a special resolution; and if the directors do

not convene the meeting within seven days from the date of the passing of the first resolution, the requesting shareholders, or a majority of them in value, may themselves convene the meeting.
66.
Such meetings shall be convened and held as nearly as possible as meetings are to be convened by the directors.

67.
At least seven clear days' notice of every general meeting, (except in the case of meetings where subsection 12(1) or (2) of the Third Schedule to the Act applies, in which case not less than twenty-one days' notice before the date of the meeting shall be given) specifying the place, day and hour of the meeting and, when special business is to be considered, the general nature of such business, shall be given to the shareholders entitled to be present at such meeting by notice sent by post or otherwise. With the consent in writing of all the shareholders entitled to vote at such meeting, a meeting may be convened by a shorter notice and in any manner they think fit, or if all the shareholders are present at a meeting either in person or by proxy, notice of the time, place and purpose of the meeting may be waived.

68.
When it is proposed to pass a special resolution, the two meetings may be convened by the same notice, and it shall be no objection to such notice that it only convenes the second meeting contingently upon the resolution being passed by the requisite majority at the first meeting.

69.
The accidental omission to give any such notice to any of the shareholders or the failure of any shareholder to receive such notice shall not invalidate any resolution passed at any such meeting.
PROCEEDINGS AT GENERAL MEETINGS
70.
The business of any ordinary general meeting shall be to receive and consider the financial statements of the Company and the reports of the directors and auditors, if any, to elect directors in the place of those retiring and to transact any other business which under these Articles and the Act ought to be transacted at an ordinary general meeting.

71.
No business shall be transacted at any general meeting unless the requisite quorum is present at the commencement of the business. A person other than an individual that is a shareholder of the Company and has a duly authorized agent or representative present at any such meeting shall for the purpose of this Article be deemed to be personally present at such meeting.

72.
Two shareholders, where there is more than one shareholder, personally present and entitled to vote shall be a quorum for a general meeting for the choice of a Chair and the adjournment of the meeting. For all other purposes the quorum for a general meeting shall be two shareholders personally present and entitled to vote and holding or representing by proxy not less than one-tenth in number of such of the issued shares of the Company as confer upon the holders thereof the right to vote at such meeting, provided, that where the Company has less than two shareholders, all business of the Company shall be conducted in the manner specified in Article 93.

73.
The Chair of the Board shall be entitled to take the chair at every general meeting or, if there be no Chair of the Board, or if the Chair is not present within fifteen minutes after the time appointed for holding the meeting, the President or, failing the President, a Vice-President shall be entitled to take the chair. If the Chair, the President or a Vice-President is not present within fifteen minutes after the time appointed for holding the meeting, the shareholders present entitled to vote at the meeting shall choose another director as Chair and, if no director is present or if all the directors present decline to take the chair, then the shareholders present entitled to vote shall by majority vote choose one of their number to be Chair.

74.
If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if it was convened pursuant to a written request of shareholders, shall be dissolved; if it was convened in any other way, it shall stand adjourned to the same day, in the next week, at the same time and place. If at such adjourned meeting a quorum is not present, those shareholders

entitled to vote who are present shall be a quorum and may transact the business for which the meeting was called.
75.
Subject to the Act, at any general meeting a resolution put to the meeting shall be decided by a show of hands unless, either before or on the declaration of the result of the show of hands, a poll is demanded by (i) the Chair or (ii) at least five shareholders present and entitled to vote at the meeting or (iii) a shareholder or shareholders holding or representing by proxy at least one-tenth in number of the issued shares of the Company that confer upon their holders the right to vote at the meeting.

76.
When a resolution is decided by a show of hands, a declaration by the Chair that a resolution has been carried, carried by a particular majority, lost or not carried by a particular majority and an entry to that effect in the Company's book of proceedings shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

77.
When a poll is demanded, it shall be taken in such manner at such time and place as the Chair of the meeting directs, and either at once or after an interval or adjournment or otherwise. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand of a poll may be withdrawn. When any dispute occurs over the admission or rejection of a vote, it shall be resolved by the Chair and such determination made in good faith shall be final and conclusive.

78.
When there is an equality of votes, either on a show of hands or on a poll, the Chair shall not have a casting vote in addition to the vote or votes that the Chair has as a shareholder.

79.
The Chair of a general meeting may, with the consent of a majority of the shareholders present, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting that was adjourned.

80.
Any poll demanded on the election of a Chair of a meeting or any question of adjournment shall be taken at the meeting without adjournment.

81.
The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

VOTES OF SHAREHOLDERS
82.
Subject to the provisions applicable to any shares issued under conditions limiting or excluding the rights of the holders thereof to vote at general meetings, and subject to the provisions of the Act, on a show of hands every shareholder present in person and every proxyholder have one vote, and upon a poll every shareholder present in person or by proxy shall have one vote for every share held by such shareholder. Where a person other than an individual that is a shareholder is present by proxy or a representative duly authorized under the Act, such proxy or representative shall, whether or not such a proxy is a shareholder, be entitled to vote for such person either on a show of hands or at a poll.

83.
Any person entitled under Article 49 to a transfer of any shares may vote at any general meeting in respect thereof in the same manner as if such person were the registered holder of such shares so long as such person, at least forty-eight hours before the time of holding the meeting or adjourned meeting at which such person proposes to vote, satisfies the directors of such person's right to a transfer of such shares.

84.
Where there are joint registered holders of any share, any one of such persons may vote such share at any meeting, either personally or by proxy, as if such person were solely entitled to it. If more than one of such joint holders is present at any meeting, personally or by proxy, the one whose name stands first on the register in respect of such share shall alone be entitled to vote it.

Several executors or administrators of a deceased shareholder in whose name any share stands shall for the purpose of this Article be deemed joint holders thereof.
85.
Votes may be cast either personally or by proxy or, in the case of a shareholder who is not an individual, by a representative duly authorized under the Act.

86.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of the appointor's attorney duly authorized in writing. Holders of share warrants shall not be entitled to vote by proxy in respect of the shares included in such warrants unless otherwise expressed in such warrants.

87.
A shareholder of unsound mind in respect of whom an order has been made by any court having jurisdiction may vote by such shareholder's guardian or other person in the nature of a guardian appointed by that court and any such guardian or other person may vote by proxy.

88.
The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Office of the Company not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in such instrument proposes to vote. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.

89.
A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or dissolution of the principal, the revocation of the proxy, or the transfer of the share in respect of which the vote is given, provided no intimation in writing of the death, dissolution, revocation or transfer is received at the Office of the Company before the meeting or by the Chair of the meeting before the vote is given.

90.
Every instrument of proxy, when the Company is not a reporting issuer, whether for a specified meeting or otherwise, shall as nearly as circumstances will admit, be in the form following or in such other form as the directors may from time to time determine:
I,                         of                         , in the County of                        , being a shareholder of                        hereby appoint                        of                         (or failing such person                         of                         ) as my proxy to vote for me and on my behalf at the ordinary general (or special general as the case may be) meeting of the Company, to be held on the         day of                        and at any adjournment thereof, or at any meeting of the Company which may be held within        months from the date thereof, and to sign as my proxy any written resolutions pursuant to Article 93 of the Articles of Association of the Company.
As witness my hand this            day of ,
WITNESS:

Shareholder	 	 	
91.
No shareholder shall be entitled to be present or to vote on any question, either personally or by proxy or as proxy for another shareholder, at any general meeting or upon a poll, or be reckoned in a quorum whilst any call or other sum is due and payable to the Company in respect of any of the shares of such shareholder.

92.
Any resolution passed by the directors, notice of which has been given to the shareholders in the manner in which notices are hereinafter directed to be given and which is, within one month after it has been passed, ratified and confirmed in writing by shareholders entitled on a poll to three-fifths of the votes, shall be as valid and effectual as a resolution of a general meeting. This Article shall not apply to a resolution for winding up the Company or to a resolution dealing with any matter that by statute or these Articles ought to be dealt with by a special resolution.

93.
A resolution, including a special resolution, in writing and signed by every shareholder who would be entitled to vote on the resolution at a meeting is as valid as if it were passed by such shareholders at a meeting and satisfied all the requirements of the Act and these Articles respecting meetings of shareholders. A resolution so passed shall be deemed to constitute a waiver of all notices required to have been given for that meeting. The signature of a shareholder who is a body corporate shall be evidenced by the signature of an Officer or Officers, director or directors, or other person or persons authorized by the body corporate.

94.
Where the Company has only one shareholder all business which the Company may transact at ordinary general or special general meetings of shareholders shall be transacted in the manner provided for in Article 93.

DIRECTORS
95.
Unless otherwise determined by general meeting, the number of directors shall not be less than one nor shall they be more than fifteen.

96.
The directors shall have power at any time from time to time to appoint any other person as a director so long as the total number of directors does not at any time exceed the maximum number permitted. No such appointment shall be effective unless two-thirds of the directors concur in it.

97.
The first director of the Company shall be the subscriber to the Memorandum save that if the subscriber to the Memorandum is a body corporate, the first director or directors shall be appointed by the subscriber, by an instrument in writing.

98.
A director may retire from office upon giving to the Company notice in writing of such director's intention to do so. Such resignation shall take effect upon the tendering of such notice or such later date as provided for in such notice.

99.
The directors shall be paid out of the funds of the Company as remuneration for their service such sums, if any, as the Company in general meeting may determine and such remuneration shall be divided among them in such proportions and manners as the directors determine. The directors may also be paid their reasonable travelling, hotel and other expenses incurred in attending board meetings and the execution of their duties as directors.

100.
The continuing directors may act notwithstanding any vacancy in their body, but if the number falls below the minimum permitted, the directors shall not, except in emergencies or for the purpose of filling up vacancies, act so long as the number is below the minimum.

101.
A director may, in conjunction with the office of director, and on such terms as to remuneration and otherwise as the directors arrange or determine, hold any other office or place of profit in the Company or in any company in which the Company is a shareholder or of which the Company is a subsidiary or is otherwise interested.

102.
The office of a director shall ipso facto be vacated:

(a)
if the director becomes bankrupt or makes an assignment for the benefit of creditors;

(b)
if the director is found mentally incompetent or becomes of unsound mind;

(c)
if the director resigns by notice to the Company;

(d)
if the director is removed by special resolution as provided by these Articles; or

(e)
if the director is removed by special resolution as provided by the Corporations Miscellaneous Provisions Act (Nova Scotia), as amended from time to time.

103.
No director shall be disqualified by such office from contracting with the Company, either as vendor, purchaser, or otherwise, nor shall any such contract, or any contract or arrangement entered into or proposed to be entered into by or on behalf of the Company in which any director

is in any way interested, either directly or indirectly, be avoided, nor shall any director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or arrangement by reason only of such director holding that office or of the fiduciary relation thereby established. However, the existence and nature of the director's interest must be declared by such director at a meeting of the directors of the Company. In the case of a proposed contract, such director shall declare the interest at the meeting of directors at which the question is first taken into consideration, or if such director was not then interested, at the next meeting held after such director became so interested, and when such director becomes interested after it is made, the director shall declare the interest at the first meeting held after the director becomes so interested. A general notice given to the directors by a director that the director is a shareholder, shareholder or director of any specified firm or company and is to be regarded as interested in any transaction or contract with such firm or company shall be deemed to be a sufficient declaration under this Article and no further or other notice shall be required. Upon declaration of the director's interest and subject to the director's fiduciary obigations to the Company, a director shall be entitled to vote on the interested contract or transaction.
ELECTION OF DIRECTORS
104.
At the dissolution of every ordinary general meeting all the directors shall retire from office and be succeeded by the directors elected at such meeting. Retiring directors shall be eligible for re-election at such meeting.

105.
If at any ordinary general meeting at which an election of directors ought to take place no such election takes place, or if no ordinary general meeting is held in any year or period of years, the retiring directors shall continue in office until their successors are elected and a general meeting for that purpose may on proper notice be held at any time.

106.
The Company in general meeting may from time to time increase or reduce the number of directors and may determine or alter their qualification.

107.
The Company may, by special resolution, remove any director before the expiration of the period of office and appoint another person in such director's stead. The person so appointed shall hold office during such time only as the director in whose place the director is appointed would have held office if such director had not been removed.

108.
Any casual vacancy occurring among the directors may be filled by the directors, but any person so chosen shall retain office only so long as the vacating director would have retained it if the vacating director had continued as a director.
MANAGING DIRECTOR
109.
The directors may from time to time appoint one or more of their body to be managing director or managing directors of the Company, either for a fixed term or without any limitation as to the period for which such person is or they are to hold such office, and may from time to time remove or dismiss such person, or persons from office and appoint another or others in such person's or their place or places.

110.
A managing director shall, subject to the provisions of any contract between the managing director and the Company, be subject to the same provisions as to resignation and removal as the other directors of the Company, and if for any reason the managing director ceases to hold the office of director, the managing director shall, ipso facto, immediately cease to be a managing director.

111.
The remuneration of a managing director shall from time to time be fixed by the directors and may be by way of salary, commission, participation in profits or any combination of these modes.

112.
The directors may from time to time entrust to and confer upon the managing director for the time being such powers exercisable under these Articles by the directors as they think fit, and may confer such powers for such time, and to be exercised for such objects and purposes and upon

such terms and conditions, and with such restrictions as they think expedient; and they may confer such powers either collaterally with, or to the exclusion of, and in substitution for, all or any of the powers of the directors in that regard; and may from time to time revoke, withdraw, alter or vary all or any of such powers.
PRESIDENT, VICE-PRESIDENT AND OTHER OFFICERS
113.
(a)    The directors shall elect the President of the Company (who need not be a director) and may determine the period for which the President is to hold office. The President shall have general supervision of the business of the Company and shall perform such duties as may be assigned to the President from time to time by the Board.

(b)
The directors may also elect Vice-Presidents and determine the period for which they are to hold office. A Vice-President need not be a director and any Vice-President shall, at the request of the President or the Board and subject to the directions of the Board, perform the duties of the President during the absence, illness or incapacity of the President.

(c)
The directors may elect or appoint such officer or officers of the Company, having such powers and duties, as they see fit.

(d)
If the directors so decide, the same person may hold more than one of the offices provided for in these Articles.

SOLICITORS
114.
The Company may employ or retain a solicitor or solicitors and such solicitor may, at the request of the Board of directors or on instructions of the Chair of the Board, the President or the managing director, attend meetings of the directors or shareholders, whether or not the solicitor is a shareholder or a director of the Company. If such solicitor is also a director, such person may nevertheless charge for services rendered to the Company as a solicitor.
SECRETARY AND TREASURER
115.
The directors shall appoint a Secretary of the Company to keep the minutes of the shareholders' and directors' meetings and perform such other duties as may be assigned to the Secretary by the Board. The directors may also appoint a temporary substitute for the Secretary who shall, for the purposes of these Articles, be deemed to be the Secretary.

116.
The directors may appoint a treasurer of the Company to carry out such duties as the Board may assign. If the directors think it advisable, the same person may hold the offices of both Secretary and treasurer.
CHAIR OF THE BOARD
117.
The directors may also elect one of their number to be Chair of the Board and may determine the period during which the Chair is to hold office. The Chair shall perform such duties and receive such special remuneration as the Board may from time to time provide.

PROCEEDING OF DIRECTORS
118.
The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit, and may determine the quorum necessary for the transaction of business. Unless otherwise determined two directors shall constitute a quorum if two or more directors have been appointed.

119.
Meetings of directors may be held either within or without the Province of Nova Scotia, but within Canada, and the directors may from time to time make arrangements relating to the time and

place of holding directors' meetings, the notices to be given for such meetings and what meetings may be held without notice. Unless otherwise provided by such arrangements:
(a)
A meeting of directors may be held at the close of every ordinary general meeting of the Company without notice.

(b)
Notice of every other directors' meeting may be delivered or mailed or telegraphed or telephoned to each director before the meeting is to take place. Such notice shall be delivered or mailed or telegraphed or telephoned at least forty-eight hours before the time fixed for the meeting.

(c)
A meeting of directors may be held without formal notice if all the directors are present or if those absent have signified their assent to such meeting or their consent to the business transacted at such meeting.

(d)
The good faith accidental omission to give any such notice to any of the directors or the failure of any director to receive such notice shall not invalidate any resolution passed at any such meeting.

120.
The President or any other director may at any time, and the Secretary, upon the request of the President or any other director, shall summon a meeting of the directors to be held at the Registered Office of the Company. The President, the Chair of the Board or a majority of the Board may at any time summon a meeting to be held elsewhere in Canada.

121.
Questions arising at any meeting of directors shall be decided by a majority of votes and when there is an equality of votes the Chair of the meeting shall not have a second or casting vote.

122.
If no Chair of the Board is elected, or if at any meeting of directors the Chair is not present within five minutes after the time appointed for holding the meeting, the President, if a director, shall preside. If the President, being a director, is not present at such time, a Vice-President who is also a director shall preside. If neither the President nor a Vice-President who is also a director is present at such time, the directors present shall choose one of their number to be Chair of the meeting.

123.
A meeting of the directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions for the time being vested in or exercisable by the directors generally.

124.
The directors may delegate any of their powers to committees consisting of such number of members of their body as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the directors.

125.
The meetings and proceedings of any such committee consisting of two or more directors shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the directors insofar as they are applicable and are not superseded by any regulations made by the directors.

126.
All acts done at any meeting of the directors or of a committee of directors or by any person acting as a director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of the directors or persons so acting, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.

127.
A resolution in writing signed by all the directors shall be as valid and effectual as if it had been passed at a meeting of the directors duly called and constituted. A resolution so effected shall be deemed to constitute a waiver of any notice required under these Articles or the Act to have been given for such a meeting.

128.
Where the Company has only one director the business affairs of the Company shall be managed by such director and all business which may be transacted at a meeting of the Board of directors shall be transacted by such director, in Canada, in the manner provided for in the preceding Article.

129.
If any one or more of the directors is called upon to perform extra services or to make any special exertions in going or residing abroad or otherwise for any of the purposes of the Company or the business thereof, the Company may remunerate the director or directors so doing, either by a fixed sum or by a percentage of profits or otherwise. Such remuneration shall be determined by the directors and may be either in addition to or in substitution for such director's share in the remuneration otherwise authorized by these Articles.
REGISTERS
130.
The directors shall cause to be kept at the Company's Office in accordance with the provisions of the Act a register of the shareholders of the Company, a register of the bond and debenture holders of the Company and a register of its directors. Branch registers of the shareholders and the bond and debenture holders may be kept elsewhere, either within or without Nova Scotia, in accordance with the Act.
MINUTES
131.
The directors shall cause minutes to be entered in books designated for the purpose:

(a)
of all appointments of officers;

(b)
of the names of the directors present at each meeting of directors and of any committees of directors;

(c)
of all orders made by the directors and committees of directors; and

(d)
of all resolutions and proceedings of meetings of the shareholders and of the directors.
        Any such minutes of any meeting of the directors or of any committee of the directors or of the Company, if purporting to be signed by the Chair of such meeting or by the Chair of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minutes.
        Any resolution of the shareholders, the directors, or a committee of the directors, passed pursuant to the provisions of Articles 93 or 127 of these Articles, shall be receivable as prima facie evidence of the matters stated therein.
POWER OF DIRECTORS
132.
The management of the business of the Company shall be vested in the directors who, in addition to the powers and authorities granted by these Articles or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not hereby or by statute expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the statutes in that regard and of these Articles and to any regulations from time to time made by the Company in general meeting and the provisions of any shareholders' agreement signed by all the shareholders; provided that no regulation so made shall invalidate any prior act of the directors that would have been valid if such regulation had not been made.

133.
Without restricting the generality of the terms of the last preceding Article and without prejudice to the powers conferred thereby, and the other powers conferred by these Articles, the directors shall have power:

(a)
To take such steps as they think fit to carry out any agreement or contract made by or on behalf of the Company;

(b)
To pay the costs, charges and expenses preliminary and incidental to the promotion, formation, establishment, and registration of the Company;

(c)
To purchase or otherwise acquire for the Company any property, rights or privileges that the Company is authorized to acquire, and at such price and generally on such terms and conditions as they think fit;

(d)
At their discretion to pay for any property, rights, or privileges acquired by, or services rendered to the Company either wholly or partially in cash or in shares, bonds, debentures or other securities of the Company, and any such shares may be issued either as fully paid up, or with such amount credited as paid up thereon as may be agreed upon;

(e)
Subject to the Act, to secure the fulfilment of any contracts or engagements entered into by the Company by mortgaging or charging all or any of the property of the Company and its unpaid capital for the time being, or in such other manner as they think fit;

(f)
To appoint, remove or suspend at their discretion such experts, managers, secretaries, treasurers, officers, clerks, agents and servants for permanent, temporary or special services, as they from time to time think fit, and to determine their powers and duties, and fix their salaries or emoluments and to require security in such instances and to such amounts as they think fit;

(g)
To accept from any shareholder insofar as the law permits and on such terms and conditions as may be agreed upon a surrender of his shares or any part thereof;

(h)
To appoint any person or persons (whether incorporated or not) to accept and hold in trust for the Company any property belonging to the Company, or in which it is interested, to execute and do all such deeds and things as may be requisite in relation to any such trust, and to provide for the remuneration of any such trustee or trustees;

(i)
To institute, conduct, defend, compound or abandon any legal proceedings by and against the Company or its officers or otherwise concerning the affairs of the Company, and also to compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company;

(j)
To refer any claims or demands by or against the Company to arbitration and observe and perform the awards;

(k)
To make and give receipts, releases and other discharges for money payable to the Company and for claims and demands of the Company;

(l)
To determine who shall be entitled to exercise the borrowing powers of the Company and sign on the Company's behalf bonds, debentures or other securities, bills, notes, receipts, acceptances, assignments, transfers, hypothecations, pledges, endorsements, cheques, drafts, releases, contracts, agreements and all other instruments and documents;

(m)
To provide from time to time for the management of the affairs of the Company abroad in such manner as they think fit, and in particular to appoint any persons to be the attorneys or agents of the Company with such powers (including power to sub-delegate) and upon such terms as they think fit;

(n)
To invest and deal with any of the moneys of the Company not immediately required for the purposes thereof in such securities and in such manner as they think fit; and from time to time to vary or realize such investments;

(o)
Subject to the Act, to execute in the name and on behalf of the Company in favour of any director or other person who may incur or be about to incur any personal liability for the benefit of the Company such mortgages of the Company's property, present and future, as they think fit, and any such mortgages may contain a power of sale and such other powers, covenants and provisions as are agreed on;

(p)
To give any officer or other person employed by the Company a commission on the profits of any particular business or transaction or a share in the general profits of the Company, and

such commission or share of profits shall be treated as part of the working expenses of the Company;
(q)
From time to time to make, vary and repeal rules for the regulation of the business of the Company, its officers and servants, the shareholders of the Company or any section or class of them;

(r)
To enter into all such negotiations and contracts, rescind and vary all such contracts, and execute and do all such acts, deeds, and things in the name and on behalf of the Company as they may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company; and

(s)
From time to time to provide for the management of the affairs of the Company in such manner as they shall think fit.
THE SEAL
134.
The Common Seal may be affixed to any instrument (i) in the presence of and contemporaneously with the attesting signature of any director or officer, acting within such person's authority, or (ii) in the presence of and contemporaneously with the attesting signature of any one person designated by and under the authority of a resolution of the Board of directors or of a committee thereof. For the purpose of certifying documents or proceedings of the Company the Common Seal may be affixed by any one of the President, Vice-President, Secretary or a director.

135.
The Company may have facsimiles of the Common Seal which may be used interchangeably with the Common Seal.

136.
The Company may have for use at any place outside Nova Scotia to which the corporate existence and capacity of the Company extends an official seal that is a facsimile of the Common Seal of the Company with the addition on its face of the name of the place where it is to be used; and the Company may by writing under the seal of its Common Seal authorize any person to affix such official seal to any document at such place to which the Company is a party, and may prescribe and limit the type of documents to which the official seal may be affixed by such person.
DIVIDENDS
137.
The directors may from time to time declare such dividend as they deem proper upon shares of the Company according to the preferences, rights and restrictions attached to any class or series of shares, and may determine the date upon which such dividend will be payable and that it will be payable to the persons registered as the holders of the shares on which it is declared at the close of business upon a record date. No transfer of such shares registered after the record date shall pass any right to the dividend so declared.

138.
Dividends may be paid as permitted by law and, without limitation, may be paid out of the profits, retained earnings or contributed surplus of the Company. No interest shall be payable on any dividend except insofar as the rights attached to any class or series of shares provide otherwise.

139.
The declaration of the directors as to the amount of the profits, retained earnings or contributed surplus of the Company shall be conclusive.

140.
The directors may from time to time pay to the shareholders such interim dividends as in their judgment the position of the Company justifies.

141.
Subject to these Articles and the preferences, rights and restrictions attached to any class or series of shares, dividends may be declared and paid to the shareholders in proportion to the amount of capital paid-up on the shares (not including any capital paid-up bearing interest) held by them respectively.

142.
The directors may deduct from the dividends payable to any shareholder amounts due and payable by the shareholder to the Company on account of calls, instalments or otherwise, and may apply the same in or towards satisfaction of such amounts so due and payable.

143.
The Company shall be entitled to deduct and withhold from any dividend or amount otherwise payable to any shareholder (the "Payee") such amounts as the Company is (i) required to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case, as amended or succeeded or (ii) entitled to withhold under Section 116 of the Income Tax Act (Canada) or any analogous provision of provincial laws. To the extent that such amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Payee in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or entitled to be deducted or withheld from any payment to a Payee exceeds the cash portion of the consideration otherwise payable to the Payee, the Company is hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to the Company to enable it to comply with such deduction or withholding requirement or entitlement and the Company shall notify the Payee thereof and remit any unapplied balance of the net proceeds of such sale. References in this section to the Income Tax Act (Canada) or to other tax law are to the Income Tax Act (Canada) or other tax law as amended from time to time.

144.
The directors may retain any dividends on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

145.
The directors may retain the dividends payable upon shares to which a person is entitled or entitled to transfer upon the death or bankruptcy of a shareholder or in any way other than by allotment or transfer, until such person has become registered as the holder of such shares or has duly transferred such shares.

146.
When the directors declare a dividend on a class or series of shares and also make a call on such shares payable on or before the date on which the dividend is payable, the directors may retain all or part of the dividend and set off the amount retained against the call.

147.
Subject to the preferences, rights and restrictions attached to any class or series of shares, the directors may declare that a dividend be paid by the distribution of cash, paid-up shares (at par or at a premium), debentures, bonds or other securities of the Company or of any other company or any other specific assets held or to be acquired by the Company or in any one or more of such ways.

148.
The directors may settle any difficulty that may arise in regard to the distribution of a dividend as they think expedient, and in particular without restricting the generality of the foregoing may issue fractional certificates, may fix the value for distribution of any specific assets, may determine that cash payments will be made to any shareholders upon the footing of the value so fixed or that fractions may be disregarded in order to adjust the rights of all parties, and may vest cash or specific assets in trustees upon such trusts for the persons entitled to the dividend as may seem expedient to the directors.

149.
Any person registered as a joint holder of any share may give effectual receipts for all dividends and payments on account of dividends in respect of such share.

150.
Unless otherwise determined by the directors, any dividend may be paid by a cheque or warrant delivered to or sent through the post to the registered address of the shareholder entitled, or, when there are joint holders, to the registered address of the one whose name stands first on the Register for the shares jointly held. Every cheque or warrant so delivered or sent shall be made payable to the order of the person to whom it is delivered or sent. The mailing or other transmission to a shareholder at the shareholder's registered address (or, in the case of joint shareholders at the address of the holder whose name stands first on the Register) of a cheque

payable to the order of the person to whom it is addressed for the amount of any dividend payable in cash after the deduction of any tax which the Company has properly withheld, shall discharge the Company's liability for the dividend unless the cheque is not paid on due presentation. If any cheque for a dividend payable in cash is not received, the Company shall issue to the shareholder a replacement cheque for the same amount on such terms as to indemnity and evidence of non-receipt as the directors may impose. No shareholder may recover by action or other legal process against the Company any dividend represented by a cheque that has not been duly presented to a banker of the Company for payment or that otherwise remains unclaimed for six years from the date on which it was payable.
ACCOUNTS
151.
The directors shall cause proper books of account to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure takes place, and of all sales and purchases of goods by the Company, and of the assets, credits and liabilities of the Company.

152.
The books of account shall be kept at the Office of the Company or at such other place or places as the directors may direct.

153.
The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to inspection of the shareholders, and no shareholder shall have any right of inspecting any account or book or document of the Company except as conferred by statute or authorized by the directors or a resolution of the shareholders.

154.
At any ordinary general meeting the directors shall lay before the Company the financial statements, report of the auditor, if any, and the report of the directors required by the Act.

155.
The financial statements shall be accompanied by a report of the directors as may be required by the Act. The financial statements shall be approved by the Board and shall be signed on behalf of the Board and at the Board's direction by two directors of the Company or if the Company has only one director, by that director.

156.
The directors shall send copies of the financial statements together with copies of the auditor's report, if any, and the report of the directors to all persons entitled to receive notices of general meetings of the Company at least seven days before the date of the general meeting at which the reports are to be presented or at least seven days before the signing of a resolution pursuant to Article 93 in lieu thereof.

157.
The costs (if any) to the Company of the formation of the Company, the completion of the title to any property and rights acquired by it, the purchase of any business or contract, the establishing of any new branch of business, the acquisition by purchase of any property of a wasting nature or any extraordinary expenditure may be spread over a series of years or otherwise treated as the Board may determine, due provision in their opinion being always made for writing down such cost, and the amount of such cost for the time being outstanding may, for the purpose of determining dividends, be reckoned as an asset.
AUDITORS AND AUDIT
158.
The Company shall at each annual general meeting appoint an auditor or auditors to hold office until the next annual general meeting.

159.
The first auditors of the Company may be appointed by the directors at any time before the first annual general meeting and the auditors so appointed shall hold office until such meeting unless previously removed by a resolution of the shareholders in general meeting, in which event the shareholders at such meeting may appoint auditors.

160.
The directors may fill any casual vacancy in the office of auditor but while any such vacancy continues the surviving or continuing auditor or auditors, if any, may act.

161.
(a)    Subject to an exemption order made pursuant to the Act, a person is disqualified from being an auditor of the Company if the person is not independent of the Company, all of its affiliates, or of the directors or officers of the Company and its affiliates.

(b)
For the purpose of this Article:

(i)
independence is a question of fact; and

(ii)
a person is deemed not to be independent if the person or the person's business partner:

A.
is a business partner, director, officer or employee of the Company or any of its affiliates, or a business partner of any director, officer or employee of the Company or any of its affiliates;

B.
beneficially owns, directly or indirectly, or exercises control or direction over a material interest in the shares of or debt owing by the Company or any of its affiliates; or

C.
has been a receiver, receiver and manager, liquidator or trustee in bankruptcy of the Company or any of its affiliates within two years of the person's proposed appointment as auditor of the Company.

(c)
An auditor who becomes disqualified pursuant to this Article shall resign forthwith upon becoming aware of the disqualification.

162.
The remuneration of the auditors shall be fixed by the Company in general meeting, or by the directors pursuant to authorization given by the shareholders at the ordinary general meeting except that the remuneration of an auditor appointed to fill a casual vacancy may be fixed by the directors.

163.
(a)    The auditors shall conduct such audit and make such examination of the financial statements of the Company required by the Act to be placed before the shareholders in general meeting as is necessary for the auditors to report thereon.

(b)
The auditors shall report on the financial statements in the form recommended from time to time in the Handbook of the Canadian Institute of Chartered Accountants.

164.
(a)    The shareholders may, except where the auditor has been appointed by court order pursuant to the Act, by resolution passed by a majority of the votes cast at a special meeting duly called for the purpose, remove an auditor before the expiration of the auditor's term of office and shall, by a majority of the votes cast at that meeting, appoint another auditor in place of the removed auditor for the remainder of the term.

(b)
Before calling a special meeting for the purpose specified in sub-article (a) or an annual general or special meeting where the directors are not recommending the re-appointment of the incumbent auditor, the Company shall, fifteen days or more before the mailing of the notice of the meeting, give to the auditor:

(i)
written notice of the intention to call the meeting, specifying therein the date on which the notice of the meeting is proposed to be mailed; and

(ii)
a copy of all material proposed to be sent to shareholders in connection with the meeting.

(c)
An auditor has the right to make to the Company, three days or more before the mailing of the notice of the meeting, representations in writing concerning:

(i)
the auditor's proposed removal as auditor;

(ii)
the appointment or election of another person to fill the office of auditor; or

(iii)
the auditor's resignation as auditor;
and the Company, at its expense, shall forward with the notice of the meeting a copy of such representations to each shareholder entitled to receive notice of the meeting.
(d)
The Company shall give notice in writing to an auditor of the auditor's appointment forthwith after the appointment is made.

(e)
A resignation of an auditor becomes effective at the time the written resignation is sent to the Company or at the time specified in the resignation, whichever is later.

165.
(a)    Upon the demand of an auditor of the Company, the present or former directors, officers, employees or agents of the Company shall furnish such

(ii)
information and explanations; and

(iii)
access to records, documents, books, accounts and vouchers of the Company or any of its subsidiaries;

as are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under the Act and that the directors, officers, employees and agents are reasonably able to furnish.
(b)
Upon the demand of an auditor of the Company, the directors of the Company shall:

(i)
obtain from the present or former directors, officers, employees and agents of any subsidiary of the Company the information and explanations that the present or former directors, officers, employees and agents are reasonably able to furnish and that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under the Act; and

(ii)
furnish the information and explanations so obtained to the auditor.

(c)
The auditor of the Company is entitled to receive notice of every meeting of shareholders and, at the expense of the Company, to attend and be heard at the meeting on matters relating to the auditor's duties as an auditor.

(d)
If any director or shareholder of the Company, whether or not the shareholder is entitled to vote at the meeting, gives written notice not less than five days before a meeting of the Company to the auditor or former auditor of the Company, the auditor or former auditor shall attend the meeting at the expense of the Company and answer questions relating to the auditor or former auditor's duties as auditor.

(e)
A director or shareholder who sends a notice referred to in subarticle (d) shall send concurrently a copy of the notice to the Company.

166.
If any accounts of the Company fail to disclose the amount of any loan made during the period to which the accounts relate, either by or on the guarantee or security of the Company, including loans which have been repaid during such period and loans made before such period and outstanding at the expiration thereof or if any such account fails to disclose the total amount paid by the Company to the directors as remuneration for their services other than the salaries of salaried directors, then it shall be the duty of the auditors to include in their report, so far as they are able to do so, a statement giving particulars of all such payments and transactions.

167.
The auditor's report shall be placed before each annual general meeting of the Company and shall be read at the meeting and be open for inspection by the shareholders present.

168.
(a)    A director or officer of the Company shall forthwith notify all directors and the auditor or former auditor of any error or misstatement of which the director or officer becomes aware in a financial statement that the auditor or former auditor has reported upon if the error or misstatement in all the circumstances appears to be significant.

(b)
Where the auditor or former auditor of the Company is notified or becomes aware of an error or misstatement in a financial statement upon which the auditor or former auditor has reported, and if in the auditor or former auditor's opinion the error or misstatement is material, the auditor or former auditor shall inform each director accordingly.

(c)
Where, pursuant to sub-article (b), the auditor or former auditor informs the directors of an error or misstatement in a financial statement, the directors shall, within a reasonable time:

(i)
prepare and issue revised financial statements, or

(ii)
otherwise inform the shareholders and any debenture holder of the Company who has demanded or been furnished with the financial statements which contain the error or misstatement.

169.
Every account of the directors, when audited and approved by a general meeting, shall be conclusive unless an error is discovered within three months after such approval. Whenever any such error is discovered within that period, the account shall forthwith be corrected and thenceforth be conclusive.

170.
If only one auditor is appointed, all the provisions herein contained relating to auditors shall apply to such auditor.

171.
(a)    If all of the shareholders of the Company consent thereto, the provisions of these Articles and the provisions of the Act regarding the appointment of auditors and duties of auditors shall not apply with respect to the financial year in respect of which the consent is given.

(b)
Sub-article (a) shall not apply if the Company is a reporting issuer or a reporting company.
NOTICES
172.
A notice may be served by the Company upon shareholders personally or by sending it through the post in a prepaid envelope or wrapper, or by any means of recorded or transmitted communication, addressed to such shareholder at such shareholder's registered place of address.

173.
Shareholders who have no registered place of address shall not be entitled to receive any notice.

174.
NOT USED 

175.
Any notice required to be given by the Company to the shareholders, or any of them, and not expressly provided for by these Articles, shall be sufficiently given if given by advertisement.

176.
Any notice given by advertisement shall be advertised twice in a paper published in the place where the head office of the Company is situated, or if no paper is published there, then in any newspapers published in the Halifax Regional Municipality, Nova Scotia.

177.
All notices shall, with respect to any registered shares to which persons are jointly entitled, be given to whichever of such persons is named first in the Register for such shares, and notice so given shall be sufficient notice to all the joint holders of such shares.

178.
Any notice sent by post shall be deemed to be served on the third day following that upon which the letter, envelope or wrapper containing it is posted, and in proving such service it shall be sufficient to prove that the letter, envelope or wrapper containing the notice was properly addressed and put into the post office with the postage prepaid thereon. A certificate in writing signed by any manager, secretary or other official of the Company that the letter, envelope or wrapper containing the notice was so addressed and posted shall be conclusive evidence thereof. Any notice sent by facsimile shall be deemed to be served on the day following that upon which it is sent and sending has been confirmed. The foregoing provisions of this clause shall not apply to a notice of a meeting of the directors.

179.
Every person who by operation of law, transfer or other means whatsoever becomes entitled to any share shall be bound by every notice in respect of such share that prior to such shareholder's name and address being entered on the Register was duly served in the manner hereinbefore provided upon the person from whom such shareholder derived his title to such share.

180.
Any notice or document so advertised or sent by post to or left at the registered address of any shareholder in pursuance of the Articles, shall, notwithstanding that such shareholder is then deceased and that the Company has notice of death, be deemed to have been served in respect of any registered shares, whether held by such deceased shareholder solely or jointly with other persons, until some other person is registered in the deceased's stead as the holder or joint holder thereof, and such service shall for all purposes of these Articles be deemed a sufficient service of such notice or document on the deceased's heirs, executors or administrators and all persons, if any, jointly interested with the deceased in any such share.

181.
The signature to any notice given by the Company may be written or printed.

182.
When a given number of days' notice or notice extending over any other period is required to be given, the day of service and the day upon which such notice expires shall not, unless it is otherwise provided in these Articles or the Act, be counted in such number of days or other period.

INDEMNITY
183.
Every director or officer, former director or officer, or person who acts or acted at the Company's request, as a director or officer of the Company, a body corporate, partnership or other association of which the Company is or was a shareholder, partner, member or creditor, and the heirs and legal representatives of such person, in the absence of any dishonesty on the part of such person, shall be indemnified by the Company against, and it shall be duty of the directors out of the funds of the Company to pay, all costs, losses and expenses, including an amount paid to settle an action or claim or satisfy a judgment, that such director, officer or person may incur or become liable to pay in respect of any claim made against such person or civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of the Company or such body corporate, partnership or other association, whether the Company is a claimant or party to such action or proceeding or otherwise; and the amount for which such indemnity is proved shall immediately attach as a lien on the property of the Company and have priority as against the shareholders over all other claims.

184.
No director or officer, former director or officer, or person who acts or acted at the Company's request, as a director or officer of the Company, a body corporate, partnership or other association of which the Company is or was a shareholder, partner, member or creditor, in the absence of any dishonesty on such person's part, shall be liable for the acts, receipts, neglects or defaults of any other director, officer or such person, or for joining in any receipt or other act for conformity, or for the loss, damage or expense happening to the Company through the insufficiency or deficiency of title to any property acquired for or on behalf of the Company, or through the insufficiency or deficiency of any security in or upon which any of the funds of the Company are invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any funds, securities or effects are deposited, or for any loss occasioned by error of judgment or oversight on the part of such person, or for any other loss, damage or misfortune whatsoever which happens in the execution of the duties of such person or in relation thereto.
EXECUTION OF DOCUMENTS AND INSTRUMENTS
185.
Deeds, transfers, assignments, contracts, obligations, certificates and other instruments and documents of any description whatsoever shall be effectively authorized by and signed on behalf of the Company if signed by any director or officer acting within such person's authority, whether under seal or otherwise as such signatories may see fit. In addition, the board of directors or the shareholders may from time to time by resolution direct the manner in which and the person or persons by whom any particular document or instrument or class of documents or instruments may or shall be signed. Any articles, notice, resolution, requisition, statement or other document or instrument required or permitted to be executed by more than one person may be executed in several documents or instruments of like form each of which is executed by one or more of such persons, and such documents or instruments, when duly executed by all persons required or permitted, as the case may be, to do so, shall be deemed to constitute one document of all relevant purposes. The secretary or any other officer or any director may sign certificates and similar instruments on the Company's behalf with respect to any factual matters relating to the Company's business and affairs, including certificates verifying copies of the constating documents, resolutions and minutes of meetings of the Company.
SHAREHOLDERS' AGREEMENT
186.
The shareholders of the Company may become, from time to time, parties to an agreement between them and to which the Company may be a party (a "Shareholders' Agreement") which will not form part of these Articles but which is intended to regulate their activities as shareholders of the Company. Any such agreement as amended from time to time may be placed with the corporate records of the Company and upon such being done will, to the full extent permitted by

law and no more, supersede any provisions of these Articles to the contrary. Without limitation but in particular, to the full extent permitted by law and to no greater extent:
(a)
any Shareholders' Agreement signed by all shareholders shall be deemed a resolution signed by all shareholders entitled to vote thereon for the purposes of the Act and these Articles but shall not constitute a special resolution;

(b)
without limiting the foregoing, to the extent that it can be so characterized, any resolution described in paragraph (a) hereof shall be deemed to enact regulations of the shareholders, described in Article 132, extending or limiting the powers of the directors; and

(c)
where a director of the Company acts in accordance with, or fails to act in breach of, the obligation of the shareholders or the Company under the Shareholders' Agreement, the Shareholders' Agreement shall be deemed to constitute a waiver by all signatories thereto or any breach of fiduciary obligation which may be claimed based upon such action or inaction.
REMINDERS
187.
The directors shall comply with the following provisions of the Act and the Corporations Registration Act : (Section numbers refer to the appropriate Sections of the Act)

(a)
Keep a Register of shareholders. (Section 42);

(b)
Keep a register of the holders of debentures, bonds and other securities. (Section 111, Third Schedule);

(c)
Send notice to the Registrar of any consolidation, division, conversion, reconversion or cancellation of the share capital or stock of the Company. (Section 53);

(d)
Send notice to the Registrar of any increase of capital. (Section 55);

(e)
Call a general meeting every year within the proper time. Meetings must be held not later than 15 months after the preceding general meeting. (Section 83);

(f)
Appoint at each annual general meeting an auditor or auditors of the Company to hold office until the next annual general meeting (Article 157); provided, however this requirement can be waived as stated in Article 170 unless the Company is a reporting issuer or reporting company;

(g)
Send to the Registrar typed or printed copies of all special resolutions. (Section 88);

(h)
Keep a register of directors and officers, send to the Registrar a copy thereof and notify the Registrar of all changes therein. (Section 98);

(i)
Send to the Registrar notice of the address of the Company's registered office and of all changes in such address. (Section 79);

(j)
Keep proper minutes of all general meetings and directors' meetings in books reserved for the purpose and kept at the Company's registered office. (Sections 89 and 90);

(k)
Obtain a certificate under the Corporations Registration Act as soon as business is commenced; and

(l)
Send notice of the recognized agent to the Registrar in compliance with the provisions of Corporations Registration Act .

NAME AND ADDRESS OF SUBSCRIBER
MOLSON COORS BREWING COMPANY

Per:	 	/s/   MICHAEL J. GANNON       
	 	 	
 	 	Name: Michael J. Gannon	 	 	
 	 	Position: VP, Global Treasurer	 	 	
1225 - 17th Street, Suite 3200—MCCC
Denver CO 80202-5534	

 	 	 	 	 	
 	 	DATED the 22nd day of March, 2007.	

 	 	 	 	 	
Witness to the above signature:	

/s/   MICHAEL ABBASS       
	 	 	
Name: Michael Abbass	 	 	
Address: 1225 17th St., Suite 3200
               Denver, CO 80202 USA	 	 	

 
 ANNEX 1
 
 COMMON SHARE PROVISIONS OF MOLSON COORS CANADA
HOLDCO, ULC
1.
Dividend
Subject to the rights of the holders of Preference Shares, the holders of the Common Shares shall be entitled to receive and the Company shall pay thereon, as and when declared by the board of directors out of the moneys of the Company properly applicable to the payment of dividends, such dividends as may be declared thereon by the board of directors.
2.
Voting Rights
Except as otherwise provided in the Companies Act (Nova Scotia) (the "Act"), the holders of the Common Shares shall be entitled to receive notice of, and to attend or to vote at, any meeting of the shareholders of the Company.
3.
Liquidation, Dissolution or Winding-up

Subject to the rights of the holders of Preference Shares, in the event of the liquidation,            dissolution or winding-up of the Company, whether voluntary or involuntary, or any other return of capital or distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of the Common Shares shall be entitled to receive the balance of the assets of the Company.
 
 PREFERENCE SHARE PROVISIONS OF MOLSON COORS CANADA
HOLDCO, ULC
1.
Definitions
With respect to the Preference Shares, the following terms shall have the meanings ascribed to them below:
(a)
"Act" means the Companies Act (Nova Scotia).

(b)
"Redemption Amount" in respect of each Preference Share means Cdn. $1.00.

(c)
"Redemption Price" in respect of each Preference Share means the Redemption Amount together with all dividends declared thereon and unpaid up to the date of liquidation, dissolution or winding-up or the date of redemption, as the case may be.

2.
Dividends
The holders of the Preference Shares shall be entitled to receive and the Company shall pay thereon, as and when declared by the board of directors out of the moneys of the Company properly applicable to the payment of dividends, non-cumulative preferential dividends at a rate per share of 5% of the Redemption Amount per annum.
Payment of dividends (less any tax or other amount which the Company is required by law or entitled pursuant to the Articles to deduct or withhold) shall, subject as hereinafter provided, be made by cheque of the Company payable at par at any branch in Canada of the Company's bankers or in such other manner as the payee may approve. Dividends which are represented by a cheque which has not been presented to the Company's bankers for payment or that otherwise remain unclaimed for a period of six years from the date on which they were declared to be payable shall be forfeited to the Company.
Except with the consent in writing of the holders of all the Preference Shares outstanding, no dividends shall at any time be declared and paid, or declared and set aside for payment, on the Common Shares or any other shares of the Company ranking junior to the Preference Shares, in any year, unless dividends as provided for above have been declared on the Preference Shares for such year and the full

amount of the dividends declared for such year on the Preference Shares then issued and outstanding shall have been paid, or provided for, at the date of such declaration and payment or setting aside of dividends on the Common Shares or other shares of the Company ranking junior to the Preference Shares.
The holders of the Preference Shares shall not be entitled to any dividends other than or in excess of the dividends hereinbefore provided for.
3.
No Voting Rights
Except as otherwise provided in the Act, the holders of the Preference Shares shall not be entitled to receive notice of, or to attend or to vote at, any meeting of the shareholders of the Company.
4.
Liquidation, Dissolution or Winding-up
In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other return of capital or distribution of assets of the Company among its shareholders for the purpose of winding-up its affairs, the holders of the Preference Shares shall be entitled to receive in respect of each such share, before any distribution of any part of the assets of the Company among the holders of the Common Shares and any other shares of the Company ranking junior to the Preference Shares, an amount equal to the Redemption Price. After payment to the holders of the Preference Shares of the amount so payable to such holders as herein provided, the holders of the Preference Shares shall not be entitled to share in any further distribution of the property or assets of the Company.
5.
Redemption at the Option of the Company
Subject to any applicable law, the Company shall, at its option, be entitled to redeem at any time or times all or any part of the Preference Shares registered in the name of any holder of any such Preference Shares on the books of the Company with or without the consent of such holder by giving notice in writing to such holder, (unless such notice is waived by the holder) specifying:
(a)
that the Company desires to redeem all or any part of the Preference Shares                        registered in the name of such holder;

(b)
if part only of the Preference Shares registered in the name of such holder is to be redeemed, the number thereof to be so redeemed;

(c)
the Redemption Price;

(d)
the business day (in this paragraph referred to as the "Redemption Date") on                        which the Company desires to redeem such Preference Shares. The Redemption Date shall be the date that is 30 days after the date on which the notice is given by the Company or such other date as the Company and such holder may agree; and

(e)
the place of redemption.
The Company shall, on the Redemption Date, redeem all Preference Shares so called for redemption by paying to such holder an amount equal to the aggregate Redemption Price (less any tax or other amount which the Company is required by law or entitled pursuant to the Articles to deduct or withhold) on presentation and surrender of the certificate(s) for such Preference Shares at such place as may be specified in such notice. The certificate(s) for such Preference Shares shall thereupon be cancelled and the Preference Shares represented thereby shall thereupon be redeemed. Payment of the aggregate Redemption Price for the Preference Shares to be redeemed shall be made, at the option of the Company, (i) by delivery to such holder of a cheque of the Company payable at par at any branch in Canada of the Company's bankers; or (ii) by wire transfer by the Company to the holder of the Preference Shares; or (iii) by a demand note with a principal amount equal to the aggregate
2

Redemption Price for the Preference Shares to be redeemed. From and after the Redemption Date, such Preference Shares shall cease to be entitled to dividends and the holder thereof shall not be entitled to exercise any of the rights of holders of Preference Shares in respect thereof unless payment of the Redemption Price is not made on the Redemption Date, in which case the rights of the holder of the Preference Shares shall remain unaffected until payment in full of the Redemption Price.
Where at any time, some, but not all, of such Preference Shares are to be redeemed, the Preference Shares to be redeemed shall be selected by lot in such manner as the board of directors determines, or as nearly as may be in proportion to the number of Preference Shares registered in the name of each holder, or in such other manner as the board of directors determines.
6.
Redemption at the Option of the Holder
Subject to any applicable law, a holder of Preference Shares shall be entitled to require the Company to redeem at any time or times any Preference Shares registered in the name of such holder on the books of the Company by providing five years notice to the Company (as provided for in (c) below) and by tendering to the Company at its registered office a share certificate representing the Preference Share which the holder desires to have the Company redeem together with a request in writing (in this paragraph referred to as a "Redemption Demand"), (unless such request is waived by the Company) specifying:
(a)
that the holder desires to have one or more Preference Shares represented by such certificate redeemed by the Company;

(b)
if such certificate represents more than one Preference Share, the number of Preference Shares to be redeemed; and

(c)
the business day (in this paragraph referred to as the "Redemption Date") on which the holder desires to have the Company redeem such Preference Shares which shall be at least five years from the date of the Redemption Demand.
The Company shall, on such Redemption Date, redeem all Preference Shares required to be redeemed by paying to such holder an amount equal to the aggregate Redemption Price (less any tax or other amount which the Company is required by law or entitled pursuant to the Articles to deduct or withhold) on presentation and surrender of the certificate(s) for the Preference Shares to be so redeemed at the registered office of the Company. The certificate(s) for such Preference Shares shall thereupon be cancelled and the Preference Shares represented thereby shall thereupon be redeemed. Payment of the aggregate Redemption Price for the Preference Shares to be redeemed shall be made, at the option of the Company, (i) by delivery to such holder of a cheque of the Company payable at par at any branch in Canada of the Company's bankers; (ii) by wire transfer by the Company to the holder of the Preference Shares; or (iii) by a demand note with a principal amount equal to, the aggregate Redemption Price for the Preference Shares to be redeemed. From and after the Redemption Date, such Preference Shares shall cease to be entitled to dividends and the holder thereof shall not be entitled to exercise any of the rights of holders of Preference Shares in respect thereof unless payment of the said Redemption Price is not made on the Redemption Date, in which case the rights of the holder of the Preference Shares shall remain unaffected until payment in full of the Redemption Price.
7.
Partial Redemption
If fewer than all Preference Shares represented by a certificate are redeemed, the holder shall be entitled to receive, at the expense of the Company, a new certificate representing the Preference Shares which have not been redeemed.
8.
Restriction on Dividends and Other Distributions
3

Except with the consent in writing of the holders of all the Preference Shares outstanding, no dividends shall at any time be declared and paid, or declared and set aside for payment, and no other distributions shall at any time be made on or in respect of the common shares, or any other shares of the Company ranking junior to the Preference Shares, if the payment or setting aside for payment of such dividend or the making of such distribution would impair the ability of the Company to redeem any Preference Shares pursuant to either paragraph 5 or 6, as the case may be.
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QuickLinks
 ANNEX 1
COMMON SHARE PROVISIONS OF MOLSON COORS CANADA HOLDCO, ULC
PREFERENCE SHARE PROVISIONS OF MOLSON COORS CANADA HOLDCO, ULC
 
Exhibit 4.21
MEMORANDUM OF ASSOCIATION
OF
COORS INTERNATIONAL HOLDCO, ULC
1.
The name of the Company in all its language forms is:
COORS INTERNATIONAL HOLDCO, ULC
2.
The Company shall have all the powers, capacity, rights and privileges of a natural person including the following which are expressly conferred upon the Company:

(a)
to sell or dispose of its undertaking, or a substantial part thereof;

(b)
subject to the provisions of the Companies Act with respect to reduction of capital, to distribute any of its property in specie among its members; and

(c)
to amalgamate with any company or other body of persons.

3.
The liability of the members is unlimited.
        We, the undersigned, whose names and addresses are subscribed, are desirous of being formed into a company in pursuance of this Memorandum of Association, and we respectively agree to take the number and kind of shares in the capital stock of the Company written opposite our respective names.

Name, Address And Number Of Shares Taken By Subscriber
COORS BREWING COMPANY

Per:	 	/s/   MICHAEL J. GANNON       
	 	 	
 	 	Name: Michael J. Gannon	 	 	
 	 	Position: Treasurer, Chief Corporate Financial Officer	 	 	
1225 - 17th Street, Suite 3200-MCCC
Denver CO 80202-5534	

Total Number of Shares taken:        1,000 common shares with no par value	

 	 	 	 	 	
Witness to the above signature:	

/s/   MICHAEL ABBASS       
	 	 	
Name: Michael Abbass	 	 	
Address: 1225 17th St., Suite 3200
               Denver, CO 80202 USA	 	 	
DATED the 22nd day of March, 2007.

 
Exhibit 4.22
ARTICLES OF ASSOCIATION
OF
COORS INTERNATIONAL HOLDCO, ULC
INTERPRETATION
1.
In these Articles, unless there be something in the subject or context inconsistent therewith:

(a)
"Act" means the Companies Act , R.S.N.S. 1989 and all amendments thereto;

(b)
"Articles" and "these presents" include these Articles of Association and all amendments thereto;

(c)
"Company" means the company named above;

(d)
"directors" or "the Board" means the directors of the Company for the time being;

(e)
"in writing" and "written" includes printing, lithography and other modes of representing or reproducing words in visible form;

(f)
"Memorandum" means the Memorandum of Association of the Company, and all amendments thereto;

(g)
"month" means calendar month;

(h)
"Office" means the registered office for the time being of the Company;

(i)
"Register" means the register of shareholders kept pursuant to Section 42 of the Act;

(j)
"Registrar" means the Registrar of Joint Stock Companies for the time being;

(k)
"reporting company" and "reporting issuer" shall have the meanings as set out in Section 2 of the Act;

(l)
"Secretary" includes any person appointed to perform the duties of the Secretary temporarily;

(m)
"share" includes fractional share;

(n)
"shareholder" means a member as that term is used in the Act in connection with a company limited by shares;

(o)
"special resolution" has the meaning assigned by Section 87 of the Act;

(p)
"proxyholder" includes an alternate proxyholder;

(q)
words importing persons include corporations and any other entity, including partnerships and limited partnerships.

(r)
words importing the masculine gender include the feminine gender; and

(s)
words importing the singular number include the plural number and vice versa;

2.
The regulations appearing in Table A in the First Schedule to the Act shall not apply to the Company.

3.
The directors may enter into and carry into effect or adopt and carry into effect any agreement or agreements made by the promoters of the Company on behalf of the Company and shall have full power to agree to any modification in the terms of any such agreement or agreements, either before or after their execution.

4.
The directors may, out of any moneys of the Company for the time being in their hands, pay all expenses incurred for the formation and establishment of the Company, including the expenses of registration.

5.
The business of the Company may be commenced as soon after incorporation as the directors think fit, and notwithstanding that part only of the shares have been allotted.
SHARES
6.
The authorized capital of the Company consists of 10,000,000,000 Common Shares and 100,000,000,000 Preference Shares, all without nominal or par value and having the rights, privileges, restrictions, conditions and limitations set out in Annex 1 hereto and referred to in these Articles, which may by resolution of the directors be divided into several classes or series and/or have attached thereto respectively any preferential, deferred or qualified rights, privileges or conditions, including restrictions on voting rights and including redemption and purchase of such shares, subject however to the provisions of the Act.

7.
The directors shall control the shares and, subject to the provisions of these Articles, may allot or otherwise dispose of them, fractional or otherwise, to such persons at such times, on such terms and conditions and either at a premium or at par as they think fit.

8.
The directors may pay on behalf of the Company a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company, or his procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company, provided that such commission paid or agreed to be paid does not exceed ten percent of the price at which such shares are sold. The commission may be paid or satisfied in cash or in shares, debentures or debenture stock of the Company.

9.
On the issue of shares the Company may arrange among the holders thereof differences in the calls to be paid and in the times for their payment.

10.
If the whole or part of the allotment price of any shares is, by the conditions of their allotment, payable in instalments, every such instalment shall, when due, be payable to the Company by the person who is at such time the registered holder of the shares.

11.
Shares may be registered in the names of joint holders not exceeding three in number.

12.
The joint holders of a share shall be jointly and severally liable for the payment of all instalments and calls due in respect of such share. On the death of one or more joint holders of shares the survivor or survivors of them shall alone be recognized by the Company as the registered holder of holders of the shares.

13.
Save as herein otherwise provided, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not, except as ordered by a court of competent jurisdiction or required by statute, be bound to recognize any equitable or other claim to or interest in such share on the part of any other person.
CERTIFICATES
14.
Certificates of title to shares shall comply with the Act and be in the following form or as near thereto as circumstances will permit, or in such other form as the directors or shareholders may from time to time approve:
is the registered owner of    fully [or partially] paid [Common/Preference] Shares of transferable only on the books of the Company (subject to the restrictions imposed by the Articles of Association of the Company) by the holder thereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.
IN WITNESS WHEREOF the Company has caused this Certificate to be signed by its duly authorized officers and to be sealed with the seal of the Company this            day of            ,
Certificates may bear any other legend required by applicable securities laws or the contractual obligations of the holders thereof.

15.
Unless the directors otherwise determine, every certificate of title to shares shall be signed manually by at least one of the Chair, President, Secretary, Treasurer, a vice-president, an assistant secretary, any other officer of the Company or any director of the Company or by or on behalf of a share registrar transfer agent or branch transfer agent appointed by the Company or by any other person whom the directors may designate. When signatures of more than one person appear on a certificate all but one may be printed or otherwise mechanically reproduced. All such certificates when signed as provided in this Article shall be valid and binding upon the Company. If a certificate contains a printed or mechanically reproduced signature of a person, the Company may issue the certificate, notwithstanding that the person has ceased to be a director or an officer of the Company and the certificate is as valid as if such person were a director or an officer at the date of its issue.

16.
Subject to any regulations made at any time by the directors, each shareholder may have title to the shares registered in such shareholder's name evidenced by any number of certificates so long as the aggregate of the shares stipulated in such certificates equals the aggregate registered in his name.

17.
Where shares are registered in the names of two or more persons, the Company shall not be bound to issue more than one certificate or one set of certificates, and such certificate or set of certificates shall be delivered to the person first named on the Register.

18.
Any certificate that has become worn, damaged or defaced may, upon its surrender to the directors, be cancelled and replaced by a new certificate. Any certificate that has become lost or destroyed may also be replaced by a new certificate upon proof of such loss or destruction to the satisfaction of the directors and the furnishing to the Company of such undertakings of indemnity as the directors deem adequate.

19.
The sum of one dollar or such other sum as the directors from time to time determine shall be paid to the Company for every certificate other than the first certificate issued to any holder in respect of any share or shares.

20.
The directors may cause one or more branch registers of shareholders to be kept in any place or places, whether inside or outside of Nova Scotia.
CALLS
21.
The directors may from time to time make such calls as they think fit upon the shareholders in respect of all monies unpaid on the shares held by them respectively and not made payable at fixed times by the conditions on which such shares were allotted, and each shareholder shall pay the amount of every call so made on such shareholder to the persons and at the times and places appointed by the directors. A call may be made payable in instalments.

22.
A call shall be deemed to have been made at the time when the resolution of the directors authorizing such call was passed.

23.
At least fourteen days' notice of any call shall be given, and such notice shall specify the time and place at which and the person to whom such call shall be paid.

24.
If the sum payable in respect of any call or instalment is not paid on or before the day appointed for the payment thereof, the holder for the time being of the share in respect of which the call has been made or the instalment is due shall pay interest on such call or instalment at the rate of ten percent per annum from the day appointed for the payment thereof up to the time of actual payment.

25.
At the trial or hearing of any action for the recovery of any money due for any call, it shall be sufficient to prove that the name of the shareholder sued is entered on the Register as the holder or one of the holders of the share or shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book and that notice of such call was duly given to the shareholder sued in pursuance of these Articles. It shall not be necessary to

prove the appointment of the directors who made such call or any other matters whatsoever and the proof of the matters stipulated shall be conclusive evidence of the debt.
26.
The directors may, if they think fit, receive from any shareholder willing to advance it all or any part of the monies due upon shares held by such shareholder beyond the sums actually called for; and upon the monies so paid or satisfied in advance or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made the Company may pay interest at such rate, not exceeding ten percent per annum, as the shareholder paying such sum in advance and the directors agree upon, or the directors may agree with such shareholder that such shareholder may participate in profits upon the amount so paid or satisfied in advance.
FORFEITURE OF SHARES
27.
If any shareholder fails to pay any call or instalment on or before the day appointed for payment, the directors may at any time thereafter while the call or instalment remains unpaid serve a notice on such shareholder requiring such shareholder to pay the call or instalment together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

28.
The notice shall name a day (not being less than fourteen days after the date of the notice) and a place or places on and at which such call or instalment and such interest and expenses are to be paid. The notice shall also state that, in the event of non-payment on or before the day and at the place or one of the places so named, the shares in respect of which the call was made or instalment is payable will be liable to be forfeited.

29.
If the requirements of any such notice are not complied with, any shares in respect of which such notice has been given may at any time thereafter, before payment of all calls or instalments, interest and expenses due in respect thereof, be forfeited by a resolution of the directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

30.
When any share has been so forfeited, notice of the resolution shall be given to the shareholder in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture shall be made in the Register.

31.
Any share so forfeited shall be deemed the property of the Company and the directors may sell, re-allot or otherwise dispose of it in such manner as they think fit.

32.
Directors may at any time before any share so forfeited has been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as they think fit.

33.
Any shareholder whose shares have been forfeited shall nevertheless be liable to pay and shall forthwith pay to the Company all calls, instalments, interest and expenses owing upon or in respect of such shares at the time of the forfeiture together with interest thereon at the rate of ten per cent per annum from the time of forfeiture until payment. The directors may enforce such payment if they think fit, but are under no obligation to do so.

34.
A certificate under the hand of the Secretary stating that a share has been duly forfeited on a specified date in pursuance of these Articles and the time when it was forfeited shall be conclusive evidence of the facts therein stated as against all persons who would have been entitled to the share but for such forfeiture.
LIEN ON SHARES
35.
The Company shall have a first and paramount lien upon all shares (other than fully paid up shares) registered in the name of each shareholder (whether solely or jointly with others) and upon the proceeds from the sale thereof for such shareholder's debts, liabilities and other engagements,

solely or jointly with any other person, to or with the Company, whether or not the period for the payment, fulfilment or discharge thereof has actually arrived, and such lien shall extend to all dividends from time to time declared in respect of such shares. Unless otherwise agreed by the Company and the transferor of the subject shares, the registration of a transfer of shares shall operate as a waiver of any lien of the Company on such shares.
36.
For the purpose of enforcing such lien the directors may sell the shares subject to it in such manner as they think fit; but no sale shall be made until the period for the payment, fulfilment or discharge of such debts, liabilities or other engagements has arrived, and until notice in writing of the intention to sell has been given to such shareholder, such shareholder's executors or administrators and such shareholder or shareholders have been in default of such payment, fulfilment or discharge for seven days after receipt of such notice.

37.
The net proceeds of any such sale after the payment of all costs shall be applied in or towards the satisfaction of such debts, liabilities or engagement and the residue, if any, paid to such shareholder or such shareholder's executors, administrators or assigns.
VALIDITY OF SALES
38.
Upon any sale after forfeiture or the enforcing of a lien in purported exercise of the powers given by these Articles the directors may cause the purchaser's name to be entered in the Register in respect of the shares sold, and the purchaser shall not be bound to see to the regularity of the proceedings or to the application of the purchase money. After the purchaser's name has been entered in the Register in respect of such shares the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

TRANSFER OF SHARES
39.
The instrument of transfer of any share in the Company shall be signed by the transferor. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect thereof and shall be entitled to receive any dividend declared thereon before the registration of the transfer.

40.
The instrument of transfer of any share shall be in writing in the following form or as near thereto as circumstances will permit:
For value received                                                 hereby sell, assign and transfer unto                                                 shares of the capital stock of the Company represented by the within certificate, and do hereby irrevocably constitute and appoint                                                 to transfer such stock on the books of the Company with full power of substitution in the premises.
Dated the            day of                        .
Witness:
41.
The Company is a private issuer and:

(a)
no transfer of any of the securities of the Company other than any non-convertible debt security (in this article, "securities") shall be effective unless or until approved by resolution of either the directors or the shareholders, and the directors or shareholders, as the case may be, shall be under no obligation to give such approval or to give any reason for withholding approval;

(b)
the number of direct or indirect beneficial owners of securities of the Company shall not exceed 50 persons, not including employees and former employees of the Company or its affiliates, provided that each person is counted as one beneficial owner unless the person is created or used solely to purchase or hold securities of the Company, in which case each

beneficial owner or each beneficiary of the person, as the case may be, must be counted as a separate beneficial owner; and
(c)
the Company shall distribute securities only to persons described in Section 2.4 of National Instrument 45-106 Prospectus and Registration Exemptions (as the same may be amended from time to time, "NI45-106").
For the purposes of this article, "debt security", "person" and "private issuer" have the meaning given to those terms in NI45-106 and "affiliates" shall have the meaning given to that term in the Act.
42.
The directors may, without assigning any reason therefor, decline to register any transfer of shares not fully paid up, upon which the Company has a lien, or the transfer of which would result in a violation of the limitation on number of holders described in Article 41 or which is restricted by any agreement to which the Company is a party.

43.
Every instrument of transfer shall be left at the Office of the Company or its transfer agent where the principal or a branch register of shareholders is maintained for registration together with the certificate of the shares to be transferred and such other evidence as the Company may require to prove the title of the transferor or his right to transfer the shares.

44.
The directors may require that a fee determined by them be paid before or after registration of any transfer.

45.
Every instrument of transfer shall, after its registration, remain in the custody of the Company. Any instrument of transfer that the directors decline to register shall, except in case of fraud, be returned to the person who deposited it.

46.
The transfer books and Register of shareholders may be closed during such time as the directors think fit, not exceeding in the whole thirty days in each year, notice of which shall be given by advertisement in some newspaper circulating in the district in which the Office is situate.
TRANSMISSION OF SHARES
47.
The executors or administrators of a deceased shareholder (not being one of several joint holders) shall be the only persons recognized by the Company as having any title to the shares registered in the name of such shareholder. When a share is registered in the names of two or more joint holders, the survivor or survivors or the executors or administrators of the deceased survivor, shall be the only persons recognized by the Company as having any title to, or interest in, such share.

48.
Notwithstanding anything in these Articles, if the Company has only one shareholder, not being one of several joint holders, and that shareholder dies (or, if a corporate entity, is dissolved), the executors or administrators of such deceased shareholder or the successor in interest to such corporate shareholder shall be entitled to register themselves in the Register as the holders of such shareholder's share, whereupon they shall have all the rights given by these Articles and law to shareholders.

49.
Any person becoming entitled to shares in consequence of the death, bankruptcy, dissolution or amalgamation of any shareholder or in any way other than by allotment or transfer upon producing evidence of such person being entitled to act in the capacity claimed or of such person's title may, subject to these Articles, be registered as a shareholder in respect of such shares, or may, without being registered, transfer such shares subject to the provisions of these Articles respecting the transfer of shares. The directors shall have the same right to refuse to register a person entitled by transmission to any shares, or such person's nominee, as if such person were the transferee named in an ordinary transfer presented for registration.

RECORD DATES
50.
(a)    The directors may fix in advance a date as the record date for the determination of shareholders

(i)
entitled to receive payment of a dividend or entitled to receive any distribution;

(ii)
entitled to receive notice of a meeting; or

(iii)
for any other purpose.

(b)
If no record date is fixed, the record date for the determination of shareholders

(i)
entitled to receive notice of a meeting shall be the day immediately preceding the day on which the notice is given, or, if no notice is given, the day on which the meeting is held; and

(ii)
for any other purpose shall be the day on which the directors pass the resolution relating to the particular purpose.

51.
NOT USED
INCREASE, REDUCTION AND ALTERATION OF CAPITAL
52.
Subject to the Act, the shareholders may by special resolution amend these Articles to increase or alter the share capital of the Company as they think expedient. Without prejudice to any special rights previously conferred on the holders of existing shares, any share may be issued with such preferred, deferred or other special rights, or with such restrictions, whether in regard to dividends, voting, return of share capital or otherwise, as the shareholders may from time to time determine by special resolution. Except as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be considered part of the original capital and shall be subject to the provisions herein contained with reference to transfer and otherwise.

53.
The Company may, by special resolution where required, reduce its share capital in any way and with and subject to any incident authorized and consent required by law. Subject to the Act and any provisions attached to such shares in these Articles, the Company may redeem, purchase or acquire any of its shares and the directors may determine the manner and the terms for redeeming, purchasing or acquiring such shares and may provide a sinking fund on such terms as they think fit for the redemption, purchase or acquisition of shares of any class or series.
CLASSES OF SHARES
54.
Subject to the provisions of these Articles, and without prejudice to any special rights previously conferred on the holders of existing shares, any shares may be issued with such preferred, deferred or other special rights, or with such restrictions, whether in regard to dividends, voting, return of share capital or otherwise, as the Company may from time to time determine by special resolution.
MODIFICATION OF RIGHTS OF SHAREHOLDERS
55.
If at any time the share capital of the Company is divided into different classes of shares pursuant to these Articles or otherwise, all or any of the rights and privileges attached to any such class may be modified, altered, varied, affected, commuted, abrogated or otherwise dealt with by agreement between the Company and any person purporting to contract on behalf of that class, provided such agreement is ratified in writing by the holders of at least a two-thirds majority in number of the issued shares of the class or by a resolution passed by the same majority, and all the provisions hereinafter contained as to general meetings, shall, mutatis mutandis, apply to every meeting of such class of shareholders convened for such purpose, save that the quorum for such a meeting shall be shareholders holding or representing by proxy one-half in number of the issued shares of the class. This Article shall not be deemed by implication to curtail the power of modification which the Company would have if it were omitted.

SURRENDER OF SHARES
56.
The directors may accept the surrender of any share by way of compromise of any question as to the holder being properly registered in respect thereof. Any share so surrendered may be disposed of in the same manner as a forfeited share.
BORROWING POWERS AND POWER OF GUARANTEE
57.
The directors on behalf of the Company may from time to time in their discretion:

(a)
raise or borrow money for the purpose of the Company;

(b)
secure, subject to compliance with the Act, the repayment of moneys so raised or borrowed in such manner and upon such terms and conditions in all respects as they think fit, and in particular by the execution and delivery of mortgages of the Company's real or personal property, or by the issue of bonds, debentures or debenture stock of the Company secured by mortgage or other charge upon all or any part of the property of the Company, both present and future, including its uncalled capital for the time being;

(c)
sign or endorse bills, notes, acceptances, cheques, contracts, and other evidence of or securities for money borrowed or to be borrowed for the purposes aforesaid; and

(d)
pledge debentures as security for loans.

58.
Bonds, debentures and other securities may be made assignable, free from any equities between the Company and the person to whom such securities were issued.

59.
Any bonds, debentures and other securities may be issued at a discount, premium or otherwise and with special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of directors and other matters.

60.
The Company may, from time to time, and in the discretion of the directors, guarantee the performance of liabilities, contracts and loans of any kind whatsoever, and may give any postponements required in connection with that guarantee, and as security for such guarantee, mortgage, pledge, hypothecate or otherwise charge the whole or any of the Company's property, real or personal.
MEETINGS
61.
Ordinary general meetings shall be held at least once in every calendar year at such time and place as may be determined by the directors and not later than fifteen months after the preceding ordinary general meeting. All other meetings of the Company shall be called special general meetings. In lieu of an ordinary or special general meeting all of the shareholders may sign a resolution or resolutions pursuant to Article 93.

62.
The President, a Vice-President or the directors may whenever they think fit, convene a special general meeting and they shall, upon the written request of shareholders of the Company holding not less than five percent of the total voting rights of all the shareholders having at the date of the deposit of the written request a right to vote at general meetings of the Company and in respect of whose shares all calls or other sums then due have been paid, forthwith proceed to convene a special general meeting of the Company, to be held at such time and place as the directors determine.

63.
The written request shall state the objects of the meeting requested, be signed by the shareholders making it and deposited at the Office of the Company. It may consist of several documents in like form each signed by one or more of the requesting shareholders.

64.
If the directors do not proceed to cause a meeting to be held within thirty days after the date that the written request is so deposited, the requesting shareholders, requesting President or requesting Vice President, as applicable, or a majority of the shareholders in value of shares held, may

themselves convene a shareholders' meeting, provided it is held within ninety days after the date of the deposit of the written request.
65.
If at any such meeting a resolution requiring confirmation at another meeting is passed, the directors shall forthwith convene a further special general meeting for the purpose of considering such resolution and, if thought fit, of confirming it as a special resolution; and if the directors do not convene the meeting within seven days from the date of the passing of the first resolution, the requesting shareholders, or a majority of them in value, may themselves convene the meeting.

66.
Such meetings shall be convened and held as nearly as possible as meetings are to be convened by the directors.

67.
At least seven clear days' notice of every general meeting, (except in the case of meetings where subsection 12(1) or (2) of the Third Schedule to the Act applies, in which case not less than twenty-one days' notice before the date of the meeting shall be given) specifying the place, day and hour of the meeting and, when special business is to be considered, the general nature of such business, shall be given to the shareholders entitled to be present at such meeting by notice sent by post or otherwise. With the consent in writing of all the shareholders entitled to vote at such meeting, a meeting may be convened by a shorter notice and in any manner they think fit, or if all the shareholders are present at a meeting either in person or by proxy, notice of the time, place and purpose of the meeting may be waived.

68.
When it is proposed to pass a special resolution, the two meetings may be convened by the same notice, and it shall be no objection to such notice that it only convenes the second meeting contingently upon the resolution being passed by the requisite majority at the first meeting.

69.
The accidental omission to give any such notice to any of the shareholders or the failure of any shareholder to receive such notice shall not invalidate any resolution passed at any such meeting.
PROCEEDINGS AT GENERAL MEETINGS
70.
The business of any ordinary general meeting shall be to receive and consider the financial statements of the Company and the reports of the directors and auditors, if any, to elect directors in the place of those retiring and to transact any other business which under these Articles and the Act ought to be transacted at an ordinary general meeting.

71.
No business shall be transacted at any general meeting unless the requisite quorum is present at the commencement of the business. A person other than an individual that is a shareholder of the Company and has a duly authorized agent or representative present at any such meeting shall for the purpose of this Article be deemed to be personally present at such meeting.

72.
Two shareholders, where there is more than one shareholder, personally present and entitled to vote shall be a quorum for a general meeting for the choice of a Chair and the adjournment of the meeting. For all other purposes the quorum for a general meeting shall be two shareholders personally present and entitled to vote and holding or representing by proxy not less than one-tenth in number of such of the issued shares of the Company as confer upon the holders thereof the right to vote at such meeting, provided, that where the Company has less than two shareholders, all business of the Company shall be conducted in the manner specified in Article 93.

73.
The Chair of the Board shall be entitled to take the chair at every general meeting or, if there be no Chair of the Board, or if the Chair is not present within fifteen minutes after the time appointed for holding the meeting, the President or, failing the President, a Vice-President shall be entitled to take the chair. If the Chair, the President or a Vice-President is not present within fifteen minutes after the time appointed for holding the meeting, the shareholders present entitled to vote at the meeting shall choose another director as Chair and, if no director is present or if all the directors present decline to take the chair, then the shareholders present entitled to vote shall by majority vote choose one of their number to be Chair.

74.
If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if it was convened pursuant to a written request of shareholders, shall be dissolved; if it was convened in any other way, it shall stand adjourned to the same day, in the next week, at the same time and place. If at such adjourned meeting a quorum is not present, those shareholders entitled to vote who are present shall be a quorum and may transact the business for which the meeting was called.

75.
Subject to the Act, at any general meeting a resolution put to the meeting shall be decided by a show of hands unless, either before or on the declaration of the result of the show of hands, a poll is demanded by (i) the Chair or (ii) at least five shareholders present and entitled to vote at the meeting or (iii) a shareholder or shareholders holding or representing by proxy at least one-tenth in number of the issued shares of the Company that confer upon their holders the right to vote at the meeting.

76.
When a resolution is decided by a show of hands, a declaration by the Chair that a resolution has been carried, carried by a particular majority, lost or not carried by a particular majority and an entry to that effect in the Company's book of proceedings shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

77.
When a poll is demanded, it shall be taken in such manner at such time and place as the Chair of the meeting directs, and either at once or after an interval or adjournment or otherwise. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand of a poll may be withdrawn. When any dispute occurs over the admission or rejection of a vote, it shall be resolved by the Chair and such determination made in good faith shall be final and conclusive.

78.
When there is an equality of votes, either on a show of hands or on a poll, the Chair shall not have a casting vote in addition to the vote or votes that the Chair has as a shareholder.

79.
The Chair of a general meeting may, with the consent of a majority of the shareholders present, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting that was adjourned.

80.
Any poll demanded on the election of a Chair of a meeting or any question of adjournment shall be taken at the meeting without adjournment.

81.
The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.
VOTES OF SHAREHOLDERS
82.
Subject to the provisions applicable to any shares issued under conditions limiting or excluding the rights of the holders thereof to vote at general meetings, and subject to the provisions of the Act, on a show of hands every shareholder present in person and every proxyholder have one vote, and upon a poll every shareholder present in person or by proxy shall have one vote for every share held by such shareholder. Where a person other than an individual that is a shareholder is present by proxy or a representative duly authorized under the Act, such proxy or representative shall, whether or not such a proxy is a shareholder, be entitled to vote for such person either on a show of hands or at a poll.

83.
Any person entitled under Article 49 to a transfer of any shares may vote at any general meeting in respect thereof in the same manner as if such person were the registered holder of such shares so long as such person, at least forty-eight hours before the time of holding the meeting or adjourned meeting at which such person proposes to vote, satisfies the directors of such person's right to a transfer of such shares.

84.
Where there are joint registered holders of any share, any one of such persons may vote such share at any meeting, either personally or by proxy, as if such person were solely entitled to it. If more than one of such joint holders is present at any meeting, personally or by proxy, the one whose name stands first on the register in respect of such share shall alone be entitled to vote it. Several executors or administrators of a deceased shareholder in whose name any share stands shall for the purpose of this Article be deemed joint holders thereof.

85.
Votes may be cast either personally or by proxy or, in the case of a shareholder who is not an individual, by a representative duly authorized under the Act.

86.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of the appointor's attorney duly authorized in writing. Holders of share warrants shall not be entitled to vote by proxy in respect of the shares included in such warrants unless otherwise expressed in such warrants.

87.
A shareholder of unsound mind in respect of whom an order has been made by any court having jurisdiction may vote by such shareholder's guardian or other person in the nature of a guardian appointed by that court and any such guardian or other person may vote by proxy.

88.
The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Office of the Company not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in such instrument proposes to vote. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.

89.
A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or dissolution of the principal, the revocation of the proxy, or the transfer of the share in respect of which the vote is given, provided no intimation in writing of the death, dissolution, revocation or transfer is received at the Office of the Company before the meeting or by the Chair of the meeting before the vote is given.

90.
Every instrument of proxy, when the Company is not a reporting issuer, whether for a specified meeting or otherwise, shall as nearly as circumstances will admit, be in the form following or in such other form as the directors may from time to time determine:
I,                         of                         , in the County of                        , being a shareholder of                        hereby appoint                        of                         (or failing such person                         of                         ) as my proxy to vote for me and on my behalf at the ordinary general (or special general as the case may be) meeting of the Company, to be held on the         day of                        and at any adjournment thereof, or at any meeting of the Company which may be held within        months from the date thereof, and to sign as my proxy any written resolutions pursuant to Article 93 of the Articles of Association of the Company.
As witness my hand this            day of                        ,
WITNESS:

Shareholder	 	 	
91.
No shareholder shall be entitled to be present or to vote on any question, either personally or by proxy or as proxy for another shareholder, at any general meeting or upon a poll, or be reckoned in a quorum whilst any call or other sum is due and payable to the Company in respect of any of the shares of such shareholder.

92.
Any resolution passed by the directors, notice of which has been given to the shareholders in the manner in which notices are hereinafter directed to be given and which is, within one month after it has been passed, ratified and confirmed in writing by shareholders entitled on a poll to

three-fifths of the votes, shall be as valid and effectual as a resolution of a general meeting. This Article shall not apply to a resolution for winding up the Company or to a resolution dealing with any matter that by statute or these Articles ought to be dealt with by a special resolution.
93.
A resolution, including a special resolution, in writing and signed by every shareholder who would be entitled to vote on the resolution at a meeting is as valid as if it were passed by such shareholders at a meeting and satisfied all the requirements of the Act and these Articles respecting meetings of shareholders. A resolution so passed shall be deemed to constitute a waiver of all notices required to have been given for that meeting. The signature of a shareholder who is a body corporate shall be evidenced by the signature of an officer or officers, director or directors, or other person or persons authorized by the body corporate.

94.
Where the Company has only one shareholder all business which the Company may transact at ordinary general or special general meetings of shareholders shall be transacted in the manner provided for in Article 93.
DIRECTORS
95.
Unless otherwise determined by general meeting, the number of directors shall not be less than one nor shall they be more than fifteen.

96.
The directors shall have power at any time from time to time to appoint any other person as a director so long as the total number of directors does not at any time exceed the maximum number permitted. No such appointment shall be effective unless two-thirds of the directors concur in it.

97.
The first director of the Company shall be the subscriber to the Memorandum save that if the subscriber to the Memorandum is a body corporate, the first director or directors shall be appointed by the subscriber, by an instrument in writing.

98.
A director may retire from office upon giving to the Company notice in writing of such director's intention to do so. Such resignation shall take effect upon the tendering of such notice or such later date as provided for in such notice.

99.
The directors shall be paid out of the funds of the Company as remuneration for their service such sums, if any, as the Company in general meeting may determine and such remuneration shall be divided among them in such proportions and manners as the directors determine. The directors may also be paid their reasonable travelling, hotel and other expenses incurred in attending board meetings and the execution of their duties as directors.

100.
The continuing directors may act notwithstanding any vacancy in their body, but if the number falls below the minimum permitted, the directors shall not, except in emergencies or for the purpose of filling up vacancies, act so long as the number is below the minimum.

101.
A director may, in conjunction with the office of director, and on such terms as to remuneration and otherwise as the directors arrange or determine, hold any other office or place of profit in the Company or in any company in which the Company is a shareholder or of which the Company is a subsidiary or is otherwise interested.

102.
The office of a director shall ipso facto be vacated:

(a)
if the director becomes bankrupt or makes an assignment for the benefit of creditors;

(b)
if the director is found mentally incompetent or becomes of unsound mind;

(c)
if the director resigns by notice to the Company;

(d)
if the director is removed by special resolution as provided by these Articles; or

(e)
if the director is removed by special resolution as provided by the Corporations Miscellaneous Provisions Act (Nova Scotia), as amended from time to time.

103.
No director shall be disqualified by such office from contracting with the Company, either as vendor, purchaser, or otherwise, nor shall any such contract, or any contract or transaction entered into or proposed to be entered into by or on behalf of the Company in which any director is in any way interested, either directly or indirectly, be avoided, nor shall any director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or transaction by reason only of such director holding that office or of the fiduciary relation thereby established. However, the existence and nature of the director's interest must be declared by such director at a meeting of the directors of the Company. In the case of a proposed contract, such director shall declare the interest at the meeting of directors at which the question is first taken into consideration, or if such director was not then interested, at the next meeting held after such director became so interested, and when such director becomes interested after it is made, the director shall declare the interest at the first meeting held after the director becomes so interested. A general notice given to the directors by a director that the director is a shareholder or director of any firm or company and is to be regarded as interested in any contract or transaction with such firm or company shall be deemed to be a sufficient declaration under this Article and no further or other notice shall be required. Upon declaration of the director's interest and subject to the director's fiduciary obligations to the Company, a director shall be entitled to vote on the interested contract or transaction.
ELECTION OF DIRECTORS
104.
At the dissolution of every ordinary general meeting all the directors shall retire from office and be succeeded by the directors elected at such meeting. Retiring directors shall be eligible for re-election at such meeting.

105.
If at any ordinary general meeting at which an election of directors ought to take place no such election takes place, or if no ordinary general meeting is held in any year or period of years, the retiring directors shall continue in office until their successors are elected and a general meeting for that purpose may on proper notice be held at any time.

106.
The Company in general meeting may from time to time increase or reduce the number of directors and may determine or alter their qualification.

107.
The Company may, by special resolution, remove any director before the expiration of the period of office and appoint another person in such director's stead. The person so appointed shall hold office during such time only as the director in whose place the director is appointed would have held office if such director had not been removed.

108.
Any casual vacancy occurring among the directors may be filled by the directors, but any person so chosen shall retain office only so long as the vacating director would have retained it if the vacating director had continued as a director.
MANAGING DIRECTOR
109.
The directors may from time to time appoint one or more of their body to be managing director or managing directors of the Company, either for a fixed term or without any limitation as to the period for which such person is or they are to hold such office, and may from time to time remove or dismiss such person, or persons from office and appoint another or others in such person's or their place or places.

110.
A managing director shall, subject to the provisions of any contract between the managing director and the Company, be subject to the same provisions as to resignation and removal as the other directors of the Company, and if for any reason the managing director ceases to hold the office of director, the managing director shall, ipso facto, immediately cease to be a managing director.

111.
The remuneration of a managing director shall from time to time be fixed by the directors and may be by way of salary, commission, participation in profits or any combination of these modes.

112.
The directors may from time to time entrust to and confer upon the managing director for the time being such powers exercisable under these Articles by the directors as they think fit, and may confer such powers for such time, and to be exercised for such objects and purposes and upon such terms and conditions, and with such restrictions as they think expedient; and they may confer such powers either collaterally with, or to the exclusion of, and in substitution for, all or any of the powers of the directors in that regard; and may from time to time revoke, withdraw, alter or vary all or any of such powers.
PRESIDENT, VICE-PRESIDENT AND OTHER OFFICERS
113.
(a)    The directors shall elect the President of the Company (who need not be a director) and may determine the period for which the President is to hold office. The President shall have general supervision of the business of the Company and shall perform such duties as may be assigned to the President from time to time by the Board.

(b)
The directors may also elect Vice-Presidents and determine the period for which they are to hold office. A Vice-President need not be a director and any Vice-President shall, at the request of the President or the Board and subject to the directions of the Board, perform the duties of the President during the absence, illness or incapacity of the President.

(c)
The directors may elect or appoint such officer or officers of the Company, having such powers and duties, as they see fit.

(d)
If the directors so decide, the same person may hold more than one of the offices provided for in these Articles.
SOLICITORS
114.
The Company may employ or retain a solicitor or solicitors and such solicitor may, at the request of the Board of directors or on instructions of the Chair of the Board, the President or the managing director, attend meetings of the directors or shareholders, whether or not the solicitor is a shareholder or a director of the Company. If such solicitor is also a director, such person may nevertheless charge for services rendered to the Company as a solicitor.
SECRETARY AND TREASURER
115.
The directors shall appoint a Secretary of the Company to keep the minutes of the shareholders' and directors' meetings and perform such other duties as may be assigned to the Secretary by the Board. The directors may also appoint a temporary substitute for the Secretary who shall, for the purposes of these Articles, be deemed to be the Secretary.

116.
The directors may appoint a treasurer of the Company to carry out such duties as the Board may assign. If the directors think it advisable, the same person may hold the offices of both Secretary and treasurer.
CHAIR OF THE BOARD
117.
The directors may also elect one of their number to be Chair of the Board and may determine the period during which the Chair is to hold office. The Chair shall perform such duties and receive such special remuneration as the Board may from time to time provide.
PROCEEDING OF DIRECTORS
118.
The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit, and may determine the quorum necessary for the transaction of business. Unless otherwise determined two directors shall constitute a quorum if two or more directors have been appointed.

119.
Meetings of directors may be held either within or without the Province of Nova Scotia, but within Canada, and the directors may from time to time make arrangements relating to the time and

place of holding directors' meetings, the notices to be given for such meetings and what meetings may be held without notice. Unless otherwise provided by such arrangements:
(a)
A meeting of directors may be held at the close of every ordinary general meeting of the Company without notice.

(b)
Notice of every other directors' meeting may be delivered or mailed or telegraphed or telephoned to each director before the meeting is to take place. Such notice shall be delivered or mailed or telegraphed or telephoned at least forty-eight hours before the time fixed for the meeting.

(c)
A meeting of directors may be held without formal notice if all the directors are present or if those absent have signified their assent to such meeting or their consent to the business transacted at such meeting.

(d)
The good faith accidental omission to give any such notice to any of the directors or the failure of any director to receive such notice shall not invalidate any resolution passed at any such meeting.

120.
The President or any other director may at any time, and the Secretary, upon the request of the President or any other director, shall summon a meeting of the directors to be held at the Registered Office of the Company. The President, the Chair of the Board or a majority of the Board may at any time summon a meeting to be held elsewhere in Canada.

121.
Questions arising at any meeting of directors shall be decided by a majority of votes and when there is an equality of votes the Chair of the meeting shall not have a second or casting vote.

122.
If no Chair of the Board is elected, or if at any meeting of directors the Chair is not present within five minutes after the time appointed for holding the meeting, the President, if a director, shall preside. If the President, being a director, is not present at such time, a Vice-President who is also a director shall preside. If neither the President nor a Vice-President who is also a director is present at such time, the directors present shall choose one of their number to be Chair of the meeting.

123.
A meeting of the directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions for the time being vested in or exercisable by the directors generally.

124.
The directors may delegate any of their powers to committees consisting of such number of members of their body as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the directors.

125.
The meetings and proceedings of any such committee consisting of two or more directors shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the directors insofar as they are applicable and are not superseded by any regulations made by the directors.

126.
All acts done at any meeting of the directors or of a committee of directors or by any person acting as a director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of the directors or persons so acting, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.

127.
A resolution in writing signed by all the directors shall be as valid and effectual as if it had been passed at a meeting of the directors duly called and constituted. A resolution so effected shall be deemed to constitute a waiver of any notice required under these Articles or the Act to have been given for such a meeting.

128.
Where the Company has only one director the business affairs of the Company shall be managed by such director and all business which may be transacted at a meeting of the Board of directors

shall be transacted by such director, in Canada, in the manner provided for in the preceding Article.
129.
If any one or more of the directors is called upon to perform extra services or to make any special exertions in going or residing abroad or otherwise for any of the purposes of the Company or the business thereof, the Company may remunerate the director or directors so doing, either by a fixed sum or by a percentage of profits or otherwise. Such remuneration shall be determined by the directors and may be either in addition to or in substitution for such director's share in the remuneration otherwise authorized by these Articles.
REGISTERS
130.
The directors shall cause to be kept at the Company's Office in accordance with the provisions of the Act a register of the shareholders of the Company, a register of the bond and debenture holders of the Company and a register of its directors. Branch registers of the shareholders and the bond and debenture holders may be kept elsewhere, either within or without Nova Scotia, in accordance with the Act.
MINUTES
131.
The directors shall cause minutes to be entered in books designated for the purpose:

(a)
of all appointments of officers;

(b)
of the names of the directors present at each meeting of directors and of any committees of directors;

(c)
of all orders made by the directors and committees of directors; and

(d)
of all resolutions and proceedings of meetings of the shareholders and of the directors.
        Any such minutes of any meeting of the directors or of any committee of the directors or of the Company, if purporting to be signed by the Chair of such meeting or by the Chair of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minutes.
        Any resolution of the shareholders, the directors, or a committee of the directors, passed pursuant to the provisions of Articles 93 or 127 of these Articles, shall be receivable as prima facie evidence of the matters stated therein.
POWER OF DIRECTORS
132.
The management of the business of the Company shall be vested in the directors who, in addition to the powers and authorities granted by these Articles or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not hereby or by statute expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the statutes in that regard and of these Articles and to any regulations from time to time made by the Company in general meeting and the provisions of any shareholders' agreement signed by all the shareholders; provided that no regulation so made shall invalidate any prior act of the directors that would have been valid if such regulation had not been made.

133.
Without restricting the generality of the terms of the last preceding Article and without prejudice to the powers conferred thereby, and the other powers conferred by these Articles, the directors shall have power:

(a)
To take such steps as they think fit to carry out any agreement or contract made by or on behalf of the Company;

(b)
To pay the costs, charges and expenses preliminary and incidental to the promotion, formation, establishment, and registration of the Company;

(c)
To purchase or otherwise acquire for the Company any property, rights or privileges that the Company is authorized to acquire, and at such price and generally on such terms and conditions as they think fit;

(d)
At their discretion to pay for any property, rights, or privileges acquired by, or services rendered to the Company either wholly or partially in cash or in shares, bonds, debentures or other securities of the Company, and any such shares may be issued either as fully paid up, or with such amount credited as paid up thereon as may be agreed upon;

(e)
Subject to the Act, to secure the fulfilment of any contracts or engagements entered into by the Company by mortgaging or charging all or any of the property of the Company and its unpaid capital for the time being, or in such other manner as they think fit;

(f)
To appoint, remove or suspend at their discretion such experts, managers, secretaries, treasurers, officers, clerks, agents and servants for permanent, temporary or special services, as they from time to time think fit, and to determine their powers and duties, and fix their salaries or emoluments and to require security in such instances and to such amounts as they think fit;

(g)
To accept from any shareholder insofar as the law permits and on such terms and conditions as may be agreed upon a surrender of his shares or any part thereof;

(h)
To appoint any person or persons (whether incorporated or not) to accept and hold in trust for the Company any property belonging to the Company, or in which it is interested, to execute and do all such deeds and things as may be requisite in relation to any such trust, and to provide for the remuneration of any such trustee or trustees;

(i)
To institute, conduct, defend, compound or abandon any legal proceedings by and against the Company or its officers or otherwise concerning the affairs of the Company, and also to compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company;

(j)
To refer any claims or demands by or against the Company to arbitration and observe and perform the awards;

(k)
To make and give receipts, releases and other discharges for money payable to the Company and for claims and demands of the Company;

(l)
To determine who shall be entitled to exercise the borrowing powers of the Company and sign on the Company's behalf bonds, debentures or other securities, bills, notes, receipts, acceptances, assignments, transfers, hypothecations, pledges, endorsements, cheques, drafts, releases, contracts, agreements and all other instruments and documents;

(m)
To provide from time to time for the management of the affairs of the Company abroad in such manner as they think fit, and in particular to appoint any persons to be the attorneys or agents of the Company with such powers (including power to sub-delegate) and upon such terms as they think fit;

(n)
To invest and deal with any of the moneys of the Company not immediately required for the purposes thereof in such securities and in such manner as they think fit; and from time to time to vary or realize such investments;

(o)
Subject to the Act, to execute in the name and on behalf of the Company in favour of any director or other person who may incur or be about to incur any personal liability for the benefit of the Company such mortgages of the Company's property, present and future, as they think fit, and any such mortgages may contain a power of sale and such other powers, covenants and provisions as are agreed on;

(p)
To give any officer or other person employed by the Company a commission on the profits of any particular business or transaction or a share in the general profits of the Company, and

such commission or share of profits shall be treated as part of the working expenses of the Company;
(q)
From time to time to make, vary and repeal rules for the regulation of the business of the Company, its officers and servants, the shareholders of the Company or any section or class of them;

(r)
To enter into all such negotiations and contracts, rescind and vary all such contracts, and execute and do all such acts, deeds, and things in the name and on behalf of the Company as they may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company; and

(s)
From time to time to provide for the management of the affairs of the Company in such manner as they shall think fit.
THE SEAL
134.
The Common Seal may be affixed to any instrument (i) in the presence of and contemporaneously with the attesting signature of any director or officer, acting within such person's authority, or (ii) in the presence of and contemporaneously with the attesting signature of any one person designated by and under the authority of a resolution of the Board of directors or of a committee thereof. For the purpose of certifying documents or proceedings of the Company the Common Seal may be affixed by any one of the President, Vice-President, Secretary or a director.

135.
The Company may have facsimiles of the Common Seal which may be used interchangeably with the Common Seal.

136.
The Company may have for use at any place outside Nova Scotia to which the corporate existence and capacity of the Company extends an official seal that is a facsimile of the Common Seal of the Company with the addition on its face of the name of the place where it is to be used; and the Company may by writing under the seal of its Common Seal authorize any person to affix such official seal to any document at such place to which the Company is a party, and may prescribe and limit the type of documents to which the official seal may be affixed by such person.
DIVIDENDS
137.
The directors may from time to time declare such dividend as they deem proper upon shares of the Company according to the preferences, rights and restrictions attached to any class or series of shares, and may determine the date upon which such dividend will be payable and that it will be payable to the persons registered as the holders of the shares on which it is declared at the close of business upon a record date. No transfer of such shares registered after the record date shall pass any right to the dividend so declared.

138.
Dividends may be paid as permitted by law and, without limitation, may be paid out of the profits, retained earnings or contributed surplus of the Company. No interest shall be payable on any dividend except insofar as the rights attached to any class or series of shares provide otherwise.

139.
The declaration of the directors as to the amount of the profits, retained earnings or contributed surplus of the Company shall be conclusive.

140.
The directors may from time to time pay to the shareholders such interim dividends as in their judgment the position of the Company justifies.

141.
Subject to these Articles and the preferences, rights and restrictions attached to any class or series of shares, dividends may be declared and paid to the shareholders in proportion to the amount of capital paid-up on the shares (not including any capital paid-up bearing interest) held by them respectively.

142.
The directors may deduct from the dividends payable to any shareholder amounts due and payable by the shareholder to the Company on account of calls, instalments, debts owing to the Company or otherwise, and may apply the same in or towards satisfaction of such amounts so due and payable.

143.
The Company shall be entitled to deduct and withhold from any dividend or amount otherwise payable to any shareholder (the "Payee") such amounts as the Company is (i) required to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case, as amended or succeeded or (ii) entitled to withhold under Section 116 of the Income Tax Act (Canada) or any analogous provision of provincial laws. To the extent that such amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Payee in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or entitled to be deducted or withheld from any payment to a Payee exceeds the cash portion of the consideration otherwise payable to the Payee, the Company is hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to the Company to enable it to comply with such deduction or withholding requirement or entitlement and the Company shall notify the Payee thereof and remit any unapplied balance of the net proceeds of such sale. References in this section to the Income Tax Act (Canada) or to other tax law are to the Income Tax Act (Canada) or other tax law as amended from time to time.

144.
The directors may retain any dividends on which the Company has a lien, and may apply the same in or towards satisfaction of the debts and liabilities in respect of which the lien exists.

145.
The directors may retain the dividends payable upon shares to which a person is entitled or entitled to transfer upon the death or bankruptcy of a shareholder or in any way other than by allotment or transfer, until such person has become registered as the holder of such shares or has duly transferred such shares.

146.
When the directors declare a dividend on a class or series of shares and also make a call on such shares payable on or before the date on which the dividend is payable, the directors may retain all or part of the dividend and set off the amount retained against the call.

147.
Subject to the preferences, rights and restrictions attached to any class or series of shares, the directors may declare that a dividend be paid by the distribution of cash, paid-up shares (at par or at a premium), debentures, bonds or other securities of the Company or of any other company or any other specific assets held or to be acquired by the Company or in any one or more of such ways.

148.
The directors may settle any difficulty that may arise in regard to the distribution of a dividend as they think expedient, and in particular without restricting the generality of the foregoing may issue fractional certificates, may fix the value for distribution of any specific assets, may determine that cash payments will be made to any shareholders upon the footing of the value so fixed or that fractions may be disregarded in order to adjust the rights of all parties, and may vest cash or specific assets in trustees upon such trusts for the persons entitled to the dividend as may seem expedient to the directors.

149.
Any person registered as a joint holder of any share may give effectual receipts for all dividends and payments on account of dividends in respect of such share.

150.
Unless otherwise determined by the directors, or as provided in the preferences, rights and restrictions attached to any class or series of shares, any dividend may be paid by a cheque or warrant delivered to or sent through the post to the registered address of the shareholder entitled, or, when there are joint holders, to the registered address of the one whose name stands first on the Register for the shares jointly held. Every cheque or warrant so delivered or sent shall be made payable to the order of the person to whom it is delivered or sent. The mailing or other transmission to a shareholder at the shareholder's registered address (or, in the case of joint shareholders at the address of the holder whose name stands first on the Register) of a cheque payable to the order of the person to whom it is addressed for the amount of any dividend payable in cash after the deduction of any tax which the Company has properly withheld, shall discharge

the Company's liability for the dividend unless the cheque is not paid on due presentation. If any cheque for a dividend payable in cash is not received, the Company shall issue to the shareholder a replacement cheque for the same amount on such terms as to indemnity and evidence of non-receipt as the directors may impose. No shareholder may recover by action or other legal process against the Company any dividend represented by a cheque that has not been duly presented to a banker of the Company for payment or that otherwise remains unclaimed for six years from the date on which it was payable.
ACCOUNTS
151.
The directors shall cause proper books of account to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure takes place, and of all sales and purchases of goods by the Company, and of the assets, credits and liabilities of the Company.

152.
The books of account shall be kept at the Office of the Company or at such other place or places as the directors may direct.

153.
The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to inspection of the shareholders, and no shareholder shall have any right of inspecting any account or book or document of the Company except as conferred by statute or authorized by the directors or a resolution of the shareholders.

154.
At any ordinary general meeting the directors shall lay before the Company the financial statements, report of the auditor, if any, and the report of the directors required by the Act.

155.
The financial statements shall be accompanied by a report of the directors as may be required by the Act. The financial statements shall be approved by the Board and shall be signed on behalf of the Board and at the Board's direction by two directors of the Company or if the Company has only one director, by that director.

156.
The directors shall send copies of the financial statements together with copies of the auditor's report, if any, and the report of the directors to all persons entitled to receive notices of general meetings of the Company at least seven days before the date of the general meeting at which the reports are to be presented or at least seven days before the signing of a resolution pursuant to Article 93 in lieu thereof.

157.
The costs (if any) to the Company of the formation of the Company, the completion of the title to any property and rights acquired by it, the purchase of any business or contract, the establishing of any new branch of business, the acquisition by purchase of any property of a wasting nature or any extraordinary expenditure may be spread over a series of years or otherwise treated as the Board may determine, due provision in their opinion being always made for writing down such cost, and the amount of such cost for the time being outstanding may, for the purpose of determining dividends, be reckoned as an asset.
AUDITORS AND AUDIT
158.
The Company shall at each annual general meeting appoint an auditor or auditors to hold office until the next annual general meeting.

159.
The first auditors of the Company may be appointed by the directors at any time before the first annual general meeting and the auditors so appointed shall hold office until such meeting unless previously removed by a resolution of the shareholders in general meeting, in which event the shareholders at such meeting may appoint auditors.

160.
The directors may fill any casual vacancy in the office of auditor but while any such vacancy continues the surviving or continuing auditor or auditors, if any, may act.

161.
(a)    Subject to an exemption order made pursuant to the Act, a person is disqualified from being an auditor of the Company if the person is not independent of the Company, all of its affiliates, or of the directors or officers of the Company and its affiliates.

(b)
For the purpose of this Article:

(i)
independence is a question of fact; and

(ii)
a person is deemed not to be independent if the person or the person's business partner:

A.
is a business partner, director, officer or employee of the Company or any of its affiliates, or a business partner of any director, officer or employee of the Company or any of its affiliates;

B.
beneficially owns, directly or indirectly, or exercises control or direction over a material interest in the shares of or debt owing by the Company or any of its affiliates; or

C.
has been a receiver, receiver and manager, liquidator or trustee in bankruptcy of the Company or any of its affiliates within two years of the person's proposed appointment as auditor of the Company.

(c)
An auditor who becomes disqualified pursuant to this Article shall resign forthwith upon becoming aware of the disqualification.

162.
The remuneration of the auditors shall be fixed by the Company in general meeting, or by the directors pursuant to authorization given by the shareholders at the ordinary general meeting except that the remuneration of an auditor appointed to fill a casual vacancy may be fixed by the directors.

163.
(a)    The auditors shall conduct such audit and make such examination of the financial statements of the Company required by the Act to be placed before the shareholders in general meeting as is necessary for the auditors to report thereon.

(b)
The auditors shall report on the financial statements in the form recommended from time to time in the Handbook of the Canadian Institute of Chartered Accountants.

164.
(a)    The shareholders may, except where the auditor has been appointed by court order pursuant to the Act, by resolution passed by a majority of the votes cast at a special meeting duly called for the purpose, remove an auditor before the expiration of the auditor's term of office and shall, by a majority of the votes cast at that meeting, appoint another auditor in place of the removed auditor for the remainder of the term.

(b)
Before calling a special meeting for the purpose specified in sub-article (a) or an annual general or special meeting where the directors are not recommending the re-appointment of the incumbent auditor, the Company shall, fifteen days or more before the mailing of the notice of the meeting, give to the auditor:

(i)
written notice of the intention to call the meeting, specifying therein the date on which the notice of the meeting is proposed to be mailed; and

(ii)
a copy of all material proposed to be sent to shareholders in connection with the meeting.

(c)
An auditor has the right to make to the Company, three days or more before the mailing of the notice of the meeting, representations in writing concerning:

(i)
the auditor's proposed removal as auditor;

(ii)
the appointment or election of another person to fill the office of auditor; or

(iii)
the auditor's resignation as auditor;

and the Company, at its expense, shall forward with the notice of the meeting a copy of such representations to each shareholder entitled to receive notice of the meeting.
(d)
The Company shall give notice in writing to an auditor of the auditor's appointment forthwith after the appointment is made.

(e)
A resignation of an auditor becomes effective at the time the written resignation is sent to the Company or at the time specified in the resignation, whichever is later.

165.
(a)    Upon the demand of an auditor of the Company, the present or former directors, officers, employees or agents of the Company shall furnish such

(ii)
information and explanations; and

(iii)
access to records, documents, books, accounts and vouchers of the Company or any of its subsidiaries;
as are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under the Act and that the directors, officers, employees and agents are reasonably able to furnish.
(b)
Upon the demand of an auditor of the Company, the directors of the Company shall:

(i)
obtain from the present or former directors, officers, employees and agents of any subsidiary of the Company the information and explanations that the present or former directors, officers, employees and agents are reasonably able to furnish and that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under the Act; and

(ii)
furnish the information and explanations so obtained to the auditor.

(c)
The auditor of the Company is entitled to receive notice of every meeting of shareholders and, at the expense of the Company, to attend and be heard at the meeting on matters relating to the auditor's duties as an auditor.

(d)
If any director or shareholder of the Company, whether or not the shareholder is entitled to vote at the meeting, gives written notice not less than five days before a meeting of the Company to the auditor or former auditor of the Company, the auditor or former auditor shall attend the meeting at the expense of the Company and answer questions relating to the auditor or former auditor's duties as auditor.

(e)
A director or shareholder who sends a notice referred to in subarticle (d) shall send concurrently a copy of the notice to the Company.

166.
If any accounts of the Company fail to disclose the amount of any loan made during the period to which the accounts relate, either by or on the guarantee or security of the Company, including loans which have been repaid during such period and loans made before such period and outstanding at the expiration thereof or if any such account fails to disclose the total amount paid by the Company to the directors as remuneration for their services other than the salaries of salaried directors, then it shall be the duty of the auditors to include in their report, so far as they are able to do so, a statement giving particulars of all such payments and transactions.

167.
The auditor's report shall be placed before each annual general meeting of the Company and shall be read at the meeting and be open for inspection by the shareholders present.

168.
(a)    A director or officer of the Company shall forthwith notify all directors and the auditor or former auditor of any error or misstatement of which the director or officer becomes aware in a financial statement that the auditor or former auditor has reported upon if the error or misstatement in all the circumstances appears to be significant.

(b)
Where the auditor or former auditor of the Company is notified or becomes aware of an error or misstatement in a financial statement upon which the auditor or former auditor has

reported, and if in the auditor or former auditor's opinion the error or misstatement is material, the auditor or former auditor shall inform each director accordingly.
(c)
Where, pursuant to sub-article (b), the auditor or former auditor informs the directors of an error or misstatement in a financial statement, the directors shall, within a reasonable time:

(i)
prepare and issue revised financial statements, or

(ii)
otherwise inform the shareholders and any debenture holder of the Company who has demanded or been furnished with the financial statements which contain the error or misstatement.

169.
Every account of the directors, when audited and approved by a general meeting, shall be conclusive unless an error is discovered within three months after such approval. Whenever any such error is discovered within that period, the account shall forthwith be corrected and thenceforth be conclusive.

170.
If only one auditor is appointed, all the provisions herein contained relating to auditors shall apply to such auditor.

171.
(a)    If all of the shareholders of the Company consent thereto, the provisions of these Articles and the provisions of the Act regarding the appointment of auditors and duties of auditors shall not apply with respect to the financial year in respect of which the consent is given.

(b)
Sub-article (a) shall not apply if the Company is a reporting issuer or a reporting company.
NOTICES
172.
A notice may be served by the Company upon shareholders personally or by sending it through the post in a prepaid envelope or wrapper, or by any means of recorded or transmitted communication, addressed to such shareholder at such shareholder's registered place of address.

173.
Shareholders who have no registered place of address shall not be entitled to receive any notice.

174.
NOT USED 

175.
Any notice required to be given by the Company to the shareholders, or any of them, and not expressly provided for by these Articles, shall be sufficiently given if given by advertisement.

176.
Any notice given by advertisement shall be advertised twice in a paper published in the place where the head office of the Company is situated, or if no paper is published there, then in any newspapers published in the Halifax Regional Municipality, Nova Scotia.

177.
All notices shall, with respect to any registered shares to which persons are jointly entitled, be given to whichever of such persons is named first in the Register for such shares, and notice so given shall be sufficient notice to all the joint holders of such shares.

178.
Any notice sent by post shall be deemed to be served on the third day following that upon which the letter, envelope or wrapper containing it is posted, and in proving such service it shall be sufficient to prove that the letter, envelope or wrapper containing the notice was properly addressed and put into the post office with the postage prepaid thereon. A certificate in writing signed by any manager, secretary or other official of the Company that the letter, envelope or wrapper containing the notice was so addressed and posted shall be conclusive evidence thereof. Any notice sent by facsimile shall be deemed to be served on the day following that upon which it is sent and sending has been confirmed. The foregoing provisions of this clause shall not apply to a notice of a meeting of the directors.

179.
Every person who by operation of law, transfer or other means whatsoever becomes entitled to any share shall be bound by every notice in respect of such share that prior to such shareholder's name and address being entered on the Register was duly served in the manner hereinbefore provided upon the person from whom such shareholder derived his title to such share.

180.
Any notice or document so advertised or sent by post to or left at the registered address of any shareholder in pursuance of the Articles, shall, notwithstanding that such shareholder is then deceased and that the Company has notice of death, be deemed to have been served in respect of any registered shares, whether held by such deceased shareholder solely or jointly with other persons, until some other person is registered in the deceased's stead as the holder or joint holder thereof, and such service shall for all purposes of these Articles be deemed a sufficient service of such notice or document on the deceased's heirs, executors or administrators and all persons, if any, jointly interested with the deceased in any such share.

181.
The signature to any notice given by the Company may be written or printed.

182.
When a given number of days' notice or notice extending over any other period is required to be given, the day of service and the day upon which such notice expires shall not, unless it is otherwise provided in these Articles or the Act, be counted in such number of days or other period.
INDEMNITY
183.
Every director or officer, former director or officer, or person who acts or acted at the Company's request, as a director or officer of the Company, a body corporate, partnership or other association of which the Company is or was a shareholder, partner, member or creditor, and the heirs and legal representatives of such person, in the absence of any dishonesty on the part of such person, shall be indemnified by the Company against, and it shall be duty of the directors out of the funds of the Company to pay, all costs, losses and expenses, including an amount paid to settle an action or claim or satisfy a judgment, that such director, officer or person may incur or become liable to pay in respect of any claim made against such person or civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of the Company or such body corporate, partnership or other association, whether the Company is a claimant or party to such action or proceeding or otherwise; and the amount for which such indemnity is proved shall immediately attach as a lien on the property of the Company and have priority as against the shareholders over all other claims.

184.
No director or officer, former director or officer, or person who acts or acted at the Company's request, as a director or officer of the Company, a body corporate, partnership or other association of which the Company is or was a shareholder, partner, member or creditor, in the absence of any dishonesty on such person's part, shall be liable for the acts, receipts, neglects or defaults of any other director, officer or such person, or for joining in any receipt or other act for conformity, or for the loss, damage or expense happening to the Company through the insufficiency or deficiency of title to any property acquired for or on behalf of the Company, or through the insufficiency or deficiency of any security in or upon which any of the funds of the Company are invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any funds, securities or effects are deposited, or for any loss occasioned by error of judgment or oversight on the part of such person, or for any other loss, damage or misfortune whatsoever which happens in the execution of the duties of such person or in relation thereto.
EXECUTION OF DOCUMENTS AND INSTRUMENTS
185.
Deeds, transfers, assignments, contracts, obligations, certificates and other instruments and documents of any description whatsoever shall be effectively authorized by and signed on behalf of the Company if signed by any director or officer acting within such person's authority, whether under seal or otherwise as such signatories may see fit. In addition, the Board of directors or the shareholders may from time to time by resolution direct the manner in which and the person or persons by whom any particular document or instrument or class of documents or instruments may or shall be signed. Any articles, notice, resolution, requisition, statement or other document or instrument required or permitted to be executed by more than one person may be executed in several documents or instruments of like form each of which is executed by one or more of such

persons, and such documents or instruments, when duly executed by all persons required or permitted, as the case may be, to do so, shall be deemed to constitute one document of all relevant purposes. The Secretary or any other officer or any director may sign certificates and similar instruments on the Company's behalf with respect to any factual matters relating to the Company's business and affairs, including certificates verifying copies of the constating documents, resolutions and minutes of meetings of the Company.
SHAREHOLDERS' AGREEMENT
186.
The shareholders of the Company may become, from time to time, parties to an agreement between them and to which the Company may be a party (a "Shareholders' Agreement") which will not form part of these Articles but which is intended to regulate their activities as shareholders of the Company. Any such agreement as amended from time to time may be placed with the corporate records of the Company and upon such being done will, to the full extent permitted by law and no more, supersede any provisions of these Articles to the contrary. Without limitation but in particular, to the full extent permitted by law and to no greater extent:

(a)
any Shareholders' Agreement signed by all shareholders shall be deemed a resolution signed by all shareholders entitled to vote thereon for the purposes of the Act and these Articles but shall not constitute a special resolution;

(b)
without limiting the foregoing, to the extent that it can be so characterized, any resolution described in paragraph (a) hereof shall be deemed to enact regulations of the shareholders, described in Article 132, extending or limiting the powers of the directors; and

(c)
where a director of the Company acts in accordance with, or fails to act in breach of, the obligation of the shareholders or the Company under the Shareholders' Agreement, the Shareholders' Agreement shall be deemed to constitute a waiver by all signatories thereto or any breach of fiduciary obligation which may be claimed based upon such action or inaction.
REMINDERS
187.
The directors shall comply with the following provisions of the Act and the Corporations Registration Act : (Section numbers refer to the appropriate Sections of the Act)

(a)
Keep a Register of shareholders. (Section 42);

(b)
Keep a register of the holders of debentures, bonds and other securities. (Section 111, Third Schedule);

(c)
Send notice to the Registrar of any consolidation, division, conversion, reconversion or cancellation of the share capital or stock of the Company. (Section 53);

(d)
Send notice to the Registrar of any increase of capital. (Section 55);

(e)
Call a general meeting every year within the proper time. Meetings must be held not later than 15 months after the preceding general meeting. (Section 83);

(f)
Appoint at each annual general meeting an auditor or auditors of the Company to hold office until the next annual general meeting (Article 158); provided, however this requirement can be waived as stated in Article 171 unless the Company is a reporting issuer or reporting company;

(g)
Send to the Registrar typed or printed copies of all special resolutions. (Section 88);

(h)
Keep a register of directors and officers, send to the Registrar a copy thereof and notify the Registrar of all changes therein. (Section 98);

(i)
Send to the Registrar notice of the address of the Company's registered office and of all changes in such address. (Section 79);

(j)
Keep proper minutes of all general meetings and directors' meetings in books reserved for the purpose and kept at the Company's registered office. (Sections 89 and 90);

(k)
Obtain a certificate under the Corporations Registration Act as soon as business is commenced; and

(l)
Send notice of the recognized agent to the Registrar in compliance with the provisions of Corporations Registration Act .

Name and Address of Subscriber
Coors Brewing Company

Per:	 	/s/   MICHAEL J. GANNON       
	 	 	
 	 	Name: Michael J. Gannon	 	 	
 	 	Position: Treasurer, Chief Corporate Financial Officer	 	 	
1225 - 17th Street, Suite 3200-MCCC
Denver, CO 80202-5534	
DATED the 22nd day of March, 2007.

Witness to the above signature:	

/s/   MICHAEL ABBASS       
	 	 	
Name: Michael Abbass	 	 	
Address: 1225 17th St., Suite 3200
               Denver, CO 80202 USA	 	 	

ANNEX 1
COMMON SHARE PROVISIONS OF MOLSON COORS CANADA HOLDCO, ULC
1.
Dividend
        Subject to the rights of the holders of Preference Shares, the holders of the Common Shares shall be entitled to receive and the Company shall pay thereon, as and when declared by the board of directors out of the moneys of the Company properly applicable to the payment of dividends, such dividends as may be declared thereon by the board of directors.
2.
Voting Rights
        Except as otherwise provided in the Companies Act (Nova Scotia) (the "Act"), the holders of the Common Shares shall be entitled to receive notice of, and to attend or to vote at, any meeting of the shareholders of the Company.
3.
Liquidation, Dissolution or Winding-up
        Subject to the rights of the holders of Preference Shares, in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other return of capital or distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of the Common Shares shall be entitled to receive the balance of the assets of the Company.
PREFERENCE SHARE PROVISIONS OF MOLSON COORS CANADA HOLDCO, ULC
1.
Definitions
        With respect to the Preference Shares, the following terms shall have the meanings ascribed to them below:
(a)
"Act" means the Companies Act (Nova Scotia).

(b)
"Redemption Amount" in respect of each Preference Share means Cdn. $1.00.

(c)
"Redemption Price" in respect of each Preference Share means the Redemption Amount together with all dividends declared thereon and unpaid up to the date of liquidation, dissolution or winding-up or the date of redemption, as the case may be.

2.
Dividends
        The holders of the Preference Shares shall be entitled to receive and the Company shall pay thereon, as and when declared by the board of directors out of the moneys of the Company properly applicable to the payment of dividends, non-cumulative preferential dividends at a rate per share of 5% of the Redemption Amount per annum.
        Payment of dividends (less any tax or other amount which the Company is required by law or entitled pursuant to the Articles to deduct or withhold) shall, subject as hereinafter provided, be made by cheque of the Company payable at par at any branch in Canada of the Company's bankers or in such other manner as the payee may approve. Dividends which are represented by a cheque which has not been presented to the Company's bankers for payment or that otherwise remain unclaimed for a period of six years from the date on which they were declared to be payable shall be forfeited to the Company.
        Except with the consent in writing of the holders of all the Preference Shares outstanding, no dividends shall at any time be declared and paid, or declared and set aside for payment, on the Common Shares or any other shares of the Company ranking junior to the Preference Shares, in any year, unless dividends as provided for above have been declared on the Preference Shares for such year and the full amount of the dividends declared for such year on the Preference Shares then issued and outstanding shall have been paid, or provided for, at the date of such declaration and payment or

setting aside of dividends on the Common Shares or other shares of the Company ranking junior to the Preference Shares.
        The holders of the Preference Shares shall not be entitled to any dividends other than or in excess of the dividends hereinbefore provided for.
3.
No Voting Rights
        Except as otherwise provided in the Act, the holders of the Preference Shares shall not be entitled to receive notice of, or to attend or to vote at, any meeting of the shareholders of the Company.
4.
Liquidation, Dissolution or Winding-up
        In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other return of capital or distribution of assets of the Company among its shareholders for the purpose of winding-up its affairs, the holders of the Preference Shares shall be entitled to receive in respect of each such share, before any distribution of any part of the assets of the Company among the holders of the Common Shares and any other shares of the Company ranking junior to the Preference Shares, an amount equal to the Redemption Price. After payment to the holders of the Preference Shares of the amount so payable to such holders as herein provided, the holders of the Preference Shares shall not be entitled to share in any further distribution of the property or assets of the Company.
5.
Redemption at the Option of the Company
        Subject to any applicable law, the Company shall, at its option, be entitled to redeem at any time or times all or any part of the Preference Shares registered in the name of any holder of any such Preference Shares on the books of the Company with or without the consent of such holder by giving notice in writing to such holder, (unless such notice is waived by the holder) specifying:
(a)
that the Company desires to redeem all or any part of the Preference Shares registered in the name of such holder;

(b)
if part only of the Preference Shares registered in the name of such holder is to be redeemed, the number thereof to be so redeemed;

(c)
the Redemption Price;

(d)
the business day (in this paragraph referred to as the "Redemption Date") on which the Company desires to redeem such Preference Shares. The Redemption Date shall be the date that is 30 days after the date on which the notice is given by the Company or such other date as the Company and such holder may agree; and

(e)
the place of redemption.

        The Company shall, on the Redemption Date, redeem all Preference Shares so called for redemption by paying to such holder an amount equal to the aggregate Redemption Price (less any tax or other amount which the Company is required by law or entitled pursuant to the Articles to deduct or withhold) on presentation and surrender of the certificate(s) for such Preference Shares at such place as may be specified in such notice. The certificate(s) for such Preference Shares shall thereupon be cancelled and the Preference Shares represented thereby shall thereupon be redeemed. Payment of the aggregate Redemption Price for the Preference Shares to be redeemed shall be made, at the option of the Company, (i) by delivery to such holder of a cheque of the Company payable at par at any branch in Canada of the Company's bankers; or (ii) by wire transfer by the Company to the holder of the Preference Shares; or (iii) by a demand note with a principal amount equal to the aggregate Redemption Price for the Preference Shares to be redeemed. From and after the Redemption Date, such Preference Shares shall cease to be entitled to dividends and the holder thereof shall not be entitled to exercise any of the rights of holders of Preference Shares in respect thereof unless payment of the Redemption Price is not made on the Redemption Date, in which case the rights of the holder of the Preference Shares shall remain unaffected until payment in full of the Redemption Price.

        Where at any time, some, but not all, of such Preference Shares are to be redeemed, the Preference Shares to be redeemed shall be selected by lot in such manner as the board of directors determines, or as nearly as may be in proportion to the number of Preference Shares registered in the name of each holder, or in such other manner as the board of directors determines.
6.
Redemption at the Option of the Holder
        Subject to any applicable law, a holder of Preference Shares shall be entitled to require the Company to redeem at any time or times any Preference Shares registered in the name of such holder on the books of the Company by providing five years notice to the Company (as provided for in (c) below) and by tendering to the Company at its registered office a share certificate representing the Preference Share which the holder desires to have the Company redeem together with a request in writing (in this paragraph referred to as a "Redemption Demand"), (unless such request is waived by the Company) specifying:
(a)
that the holder desires to have one or more Preference Shares represented by such certificate redeemed by the Company;

(b)
if such certificate represents more than one Preference Share, the number of Preference Shares to be redeemed; and

(c)
the business day (in this paragraph referred to as the "Redemption Date") on which the holder desires to have the Company redeem such Preference Shares which shall be at least five years from the date of the Redemption Demand.
        The Company shall, on such Redemption Date, redeem all Preference Shares required to be redeemed by paying to such holder an amount equal to the aggregate Redemption Price (less any tax or other amount which the Company is required by law or entitled pursuant to the Articles to deduct or withhold) on presentation and surrender of the certificate(s) for the Preference Shares to be so redeemed at the registered office of the Company. The certificate(s) for such Preference Shares shall thereupon be cancelled and the Preference Shares represented thereby shall thereupon be redeemed. Payment of the aggregate Redemption Price for the Preference Shares to be redeemed shall be made, at the option of the Company, (i) by delivery to such holder of a cheque of the Company payable at par at any branch in Canada of the Company's bankers; (ii) by wire transfer by the Company to the holder of the Preference Shares; or (iii) by a demand note with a principal amount equal to, the aggregate Redemption Price for the Preference Shares to be redeemed. From and after the Redemption Date, such Preference Shares shall cease to be entitled to dividends and the holder thereof shall not be entitled to exercise any of the rights of holders of Preference Shares in respect thereof unless payment of the said Redemption Price is not made on the Redemption Date, in which case the rights of the holder of the Preference Shares shall remain unaffected until payment in full of the Redemption Price.
7.
Partial Redemption
        If fewer than all Preference Shares represented by a certificate are redeemed, the holder shall be entitled to receive, at the expense of the Company, a new certificate representing the Preference Shares which have not been redeemed.
8.
Restriction on Dividends and Other Distributions
        Except with the consent in writing of the holders of all the Preference Shares outstanding, no dividends shall at any time be declared and paid, or declared and set aside for payment, and no other distributions shall at any time be made on or in respect of the common shares, or any other shares of the Company ranking junior to the Preference Shares, if the payment or setting aside for payment of such dividend or the making of such distribution would impair the ability of the Company to redeem any Preference Shares pursuant to either paragraph 5 or 6, as the case may be.

 
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Exhibit 4.23
 
 MEMORANDUM OF ASSOCIATION
OF
MOLSON COORS CALLCO ULC
1.
The name of the Company is Molson Coors Callco ULC.

2.
There are no restrictions on the objects and powers of the Company and the Company shall expressly have the following powers:

(1)
to sell or dispose of its undertaking, or a substantial part thereof;

(2)
to distribute any of its property in specie among its members; and

(3)
to amalgamate with any company or other body of persons.

3.
The liability of the members is unlimited.

        I, the undersigned, whose name, address and occupation are subscribed, am desirous of being formed into a company in pursuance of this Memorandum of Association, and I agree to take the number and kind of shares in the capital stock of the Company written below my name.

 	 	/s/   CHARLES S. REAGH       

Name of Subscriber: Charles S. Reagh
800-1959 Upper Water Street, Halifax, NS B3J 2X2 
Occupation: Solicitor 
Number of shares subscribed: One common share	
TOTAL SHARES TAKEN: one common share
Dated this 9th day of September, 2004.

Witness to above signature:	 	/s/   LORI EULOTH       

Name of Witness: Lori Euloth
800-1959 Upper Water Street, Halifax, NS B3J 2X2 
Occupation: Legal Assistant	
 	 	[SEAL]	

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 MEMORANDUM OF ASSOCIATION OF MOLSON COORS CALLCO ULC
 
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Exhibit 4.24
 
 ARTICLES OF ASSOCIATION
OF
MOLSON COORS CALLCO ULC
  INTERPRETATION
1.
In these Articles, unless there be something in the subject or context inconsistent therewith:

(1)
"Act" means the Companies Act (Nova Scotia);

(2)
"Articles" means these Articles of Association of the Company and all amendments hereto;

(3)
"Company" means the company named above;

(4)
"director" means a director of the Company;

(5)
"Memorandum" means the Memorandum of Association of the Company and all amendments thereto;

(6)
"month" means calendar month;

(7)
"Office" means the registered office of the Company;

(8)
"person" includes a body corporate;

(9)
"proxyholder" includes an alternate proxyholder;

(10)
"Register" means the register of members kept pursuant to the Act, and where the context permits includes a branch register of members;

(11)
"Registrar" means the Registrar as defined in the Act;

(12)
"Secretary" includes any person appointed to perform the duties of the Secretary temporarily;

(13)
"shareholder" means member as that term is used in the Act in connection with an unlimited company having share capital and as that term is used in the Memorandum;

(14)
"special resolution" has the meaning assigned by the Act;

(15)
"in writing" and "written" includes printing, lithography and other modes of representing or reproducing words in visible form;

(16)
words importing number or gender include all numbers and genders unless the context otherwise requires.

2.
The regulations in Table A in the First Schedule to the Act shall not apply to the Company.

3.
The directors may enter into and carry into effect or adopt and carry into effect any agreement made by the promoters of the Company on behalf of the Company and may agree to any modification in the terms of any such agreement, either before or after its execution.

4.
The directors may, out of the funds of the Company, pay all expenses incurred for the incorporation and organization of the Company.

5.
The Company may commence business on the day following incorporation or so soon thereafter as the directors think fit, notwithstanding that part only of the shares has been allotted.
 
 SHARES
6.
The capital of the company shall consist of 1,000,000,000 common shares without nominal or par value, with the power to divide the shares in the capital for the time being into classes or series and to attach thereto respectively any preferred, deferred or qualified rights, privileges or

conditions, including restrictions on voting rights and including redemption, purchase and other acquisition of such shares, subject, however, to the provisions of the Act.
7.
The directors shall control the shares and, subject to the provisions of these Articles, may allot or otherwise dispose of them to such person at such times, on such terms and conditions and, if the shares have a par value, either at a premium or at par, as they think fit.

8.
The directors may pay on behalf of the Company a reasonable commission to any person in consideration of subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company. Subject to the Act, the commission may be paid or satisfied in shares of the Company.

9.
On the issue of shares the Company may arrange among the holders thereof differences in the calls to be paid and in the times for their payment.

10.
If the whole or part of the allotment price of any shares is, by the conditions of their allotment, payable in instalments, every such instalment shall, when due, be payable to the Company by the person who is at such time the registered holder of the shares.

11.
Shares may be registered in the names of joint holders not exceeding three in number.

12.
Joint holders of a share shall be jointly and severally liable for the payment of all instalments and calls due in respect of such share. On the death of one or more joint holders of shares the survivor or survivors of them shall alone be recognized by the Company as the registered holder or holders of the shares.

13.
Save as herein otherwise provided, the Company may treat the registered holder of any share as the absolute owner thereof and accordingly shall not, except as ordered by a court of competent jurisdiction or required by statute, be bound to recognize any equitable or other claim to or interest in such share on the part of any other person.

14.
The Company is a private company, and:

(1)
no transfer of any share or prescribed security of the Company shall be effective unless or until approved by the directors;

(2)
the number of holders of issued and outstanding prescribed securities or shares of the Company, exclusive of persons who are in the employment of the Company or in the employment of an affiliate of the Company and exclusive of persons who, having been formerly in the employment of the Company or the employment of an affiliate of the Company, were, while in that employment, and have continued after termination of that employment, to own at least one prescribed security or share of the Company, shall not exceed 50 in number, two or more persons or companies who are the joint registered owners of one or more prescribed securities or shares being counted as one holder; and

(3)
the Company shall not invite the public to subscribe for any of its securities.
        In this Article, "private company" and "securities" have the meanings ascribed to those terms in the Securities Act (Nova Scotia), and "prescribed security" means any of the securities prescribed by the Nova Scotia Securities Commission from time to time for the purpose of the definition of "private company" in the Securities Act (Nova Scotia).
 
 CERTIFICATES
15.
Certificates of title to shares shall comply with the Act and may otherwise be in such form as the directors may from time to time determine. Unless the directors otherwise determine, every
2

certificate of title to shares shall be signed manually by at least one of the Chairman, President, Secretary, Treasurer, a vice-president, an assistant secretary, any other officer of the Company or any director of the Company or by or on behalf of a share registrar transfer agent or branch transfer agent appointed by the Company or by any other person whom the directors may designate. When signatures of more than one person appear on a certificate all but one may be printed or otherwise mechanically reproduced. All such certificates when signed as provided in this Article shall be valid and binding upon the Company. If a certificate contains a printed or mechanically reproduced signature of a person, the Company may issue the certificate, notwithstanding that the person has ceased to be a director or an officer of the Company and the certificate is as valid as if such person were a director or an officer at the date of its issue.
16.
Except as the directors may determine, each shareholder's shares may be evidenced by any number of certificates so long as the aggregate of the shares stipulated in such certificates equals the aggregate registered in the name of the shareholder.

17.
Where shares are registered in the names of two or more persons, the Company shall not be bound to issue more than one certificate or set of certificates, and such certificate or set of certificates shall be delivered to the person first named on the Register.

18.
Any certificate that has become worn, damaged or defaced may, upon its surrender to the directors, be cancelled and replaced by a new certificate. Any certificate that has become lost or destroyed may be replaced by a new certificate upon proof of such loss or destruction to the satisfaction of the directors and the furnishing to the Company of such undertakings of indemnity as the directors deem adequate.

19.
The sum of one dollar or such other sum as the directors from time to time determine shall be paid to the Company for every certificate other than the first certificate issued to any holder in respect of any share or shares.

20.
The directors may cause one or more branch Registers of shareholders to be kept in any place or places, whether inside or outside of Nova Scotia.
 
 CALLS
21.
The directors may make such calls upon the shareholders in respect of all amounts unpaid on the shares held by them respectively and not made payable at fixed times by the conditions on which such shares were allotted, and each shareholder shall pay the amount of every call so made to the person and at the times and places appointed by the directors. A call may be made payable by instalments.

22.
A call shall be deemed to have been made at the time when the resolution of the directors authorizing such call was passed.

23.
At least 14 days' notice of any call shall be given, and such notice shall specify the time and place at which and the person to whom such call shall be paid.

24.
If the sum payable in respect of any call or instalment is not paid on or before the day appointed for the payment thereof, the holder for the time being of the share in respect of which the call has been made or the instalment is due shall pay interest on such call or instalment at the rate of 9% per year or such other rate of interest as the directors may determine from the day appointed for the payment thereof up to the time of actual payment.

25.
At the trial or hearing of any action for the recovery of any amount due for any call, it shall be sufficient to prove that the name of the shareholder sued is entered on the Register as the holder or one of the holders of the share or shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book and that such notice of such call
3

was duly given to the shareholder sued in pursuance of these Articles. It shall not be necessary to prove the appointment of the directors who made such call or any other matters whatsoever and the proof of the matters stipulated shall be conclusive evidence of the debt.
 
 FORFEITURE OF SHARES
26.
If any shareholder fails to pay any call or instalment on or before the day appointed for payment, the directors may at any time thereafter while the call or instalment remains unpaid serve a notice on such shareholder requiring payment thereof together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

27.
The notice shall name a day (not being less than 14 days after the date of the notice) and a place or places on and at which such call or instalment and such interest and expenses are to be paid. The notice shall also state that, in the event of non-payment on or before the day and at the place or one of the places so named, the shares in respect of which the call was made or instalment is payable will be liable to be forfeited.

28.
If the requirements of any such notice are not complied with, any shares in respect of which such notice has been given may at any time thereafter, before payment of all calls or instalments, interest and expenses due in respect thereof, be forfeited by a resolution of the directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

29.
When any share has been so forfeited, notice of the resolution shall be given to the shareholder in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture shall be made in the Register.

30.
Any share so forfeited shall be deemed the property of the Company and the directors may sell, re-allot or otherwise dispose of it in such manner as they think fit.

31.
The directors may at any time before any share so forfeited has been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as they think fit.

32.
Any shareholder whose shares have been forfeited shall nevertheless be liable to pay and shall forthwith pay to the Company all calls, instalments, interest and expenses owing upon or in respect of such shares at the time of the forfeiture together with interest thereon at the rate of 9% per year or such other rate of interest as the directors may determine from the time of forfeiture until payment. The directors may enforce such payment if they think fit, but are under no obligation to do so.

33.
A certificate signed by the Secretary stating that a share has been duly forfeited on a specified date in pursuance of these Articles and the time when it was forfeited shall be conclusive evidence of the facts therein stated as against any person who would have been entitled to the share but for such forfeiture.
 
 LIEN ON SHARES
34.
The Company shall have a first and paramount lien upon all shares (other than fully paid-up shares) registered in the name of a shareholder (whether solely or jointly with others) and upon the proceeds from the sale thereof for debts, liabilities and other engagements of the shareholder, solely or jointly with any other person, to or with the Company, whether or not the period for the payment, fulfilment or discharge thereof has actually arrived, and such lien shall extend to all dividends declared in respect of such shares. Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of any lien of the Company on such shares.
4

35.
For the purpose of enforcing such lien the directors may sell the shares subject to it in such manner as they think fit, but no sale shall be made until the period for the payment, fulfilment or discharge of such debts, liabilities or other engagements has arrived, and until notice in writing of the intention to sell has been given to such shareholder or the shareholder's executors or administrators and default has been made by them in such payment, fulfilment or discharge for seven days after such notice.

36.
The net proceeds of any such sale after the payment of all costs shall be applied in or towards the satisfaction of such debts, liabilities or engagements and the residue, if any, paid to such shareholder.
 
 VALIDITY OF SALES
37.
Upon any sale after forfeiture or to enforce a lien in purported exercise of the powers given by these Articles the directors may cause the purchaser's name to be entered in the Register in respect of the shares sold, and the purchaser shall not be bound to see to the regularity of the proceedings or to the application of the purchase money, and after the purchaser's name has been entered in the Register in respect of such shares the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.
 
 TRANSFER OF SHARES
38.
The instrument of transfer of any share in the Company shall be signed by the transferor. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect thereof and shall be entitled to receive any dividend declared thereon before the registration of the transfer.

39.
The instrument of transfer of any share shall be in writing in the following form or to the following effect:
For value received,                        hereby sell, assign, and transfer unto                        ,         shares in the capital of the Company represented by the within certificate, and do hereby irrevocably constitute and appoint                        attorney to transfer such shares on the books of the Company with full power of substitution in the premises.
Dated the    day of                        ,             
Witness:
40.
The directors may, without assigning any reason therefor, decline to register any transfer of shares

(1)
not fully paid-up or upon which the Company has a lien, or

(2)
the transfer of which is restricted by any agreement to which the Company is a party.

41.
Every instrument of transfer shall be left for registration at the Office of the Company, or at any office of its transfer agent where a Register is maintained, together with the certificate of the shares to be transferred and such other evidence as the Company may require to prove title to or the right to transfer the shares.

42.
The directors may require that a fee determined by them be paid before or after registration of any transfer.

43.
Every instrument of transfer shall, after its registration, remain in the custody of the Company. Any instrument of transfer that the directors decline to register shall, except in case of fraud, be returned to the person who deposited it.
5

 
 TRANSMISSION OF SHARES
44.
The executors or administrators of a deceased shareholder (not being one of several joint holders) shall be the only persons recognized by the Company as having any title to the shares registered in the name of such shareholder. When a share is registered in the names of two or more joint holders, the survivor or survivors or the executors or administrators of the deceased shareholder, shall be the only persons recognized by the Company as having any title to, or interest in, such share.

45.
Notwithstanding anything in these Articles, if the Company has only one shareholder (not being one of several joint holders) and that shareholder dies, the executors or administrators of the deceased shareholder shall be entitled to register themselves in the Register as the holders of the shares registered in the name of the deceased shareholder whereupon they shall have all the rights given by these Articles and by law to shareholders.

46.
Any person entitled to shares upon the death or bankruptcy of any shareholder or in any way other than by allotment or transfer, upon producing such evidence of entitlement as the directors require, may be registered as a shareholder in respect of such shares, or may, without being registered, transfer such shares subject to the provisions of these Articles respecting the transfer of shares. The directors shall have the same right to refuse registration as if the transferee were named in an ordinary transfer presented for registration.
6

 
 SURRENDER OF SHARES
47.
The directors may accept the surrender of any share by way of compromise of any question as to the holder being properly registered in respect thereof. Any share so surrendered may be disposed of in the same manner as a forfeited share.
 
 INCREASE AND REDUCTION OF CAPITAL
48.
Subject to the Act, the shareholders may by special resolution amend these Articles to increase or alter the share capital of the Company as they think expedient. Without prejudice to any special rights previously conferred on the holders of existing shares, any share maybe issued with such preferred, deferred or other special rights, or with such restrictions, whether in regard to dividends, voting, return of share capital or otherwise, as the shareholders may from time to time determine by special resolution. Except as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be considered part of the original capital and shall be subject to the provisions herein contained with reference to payment of calls and instalments, transfer and transmission, forfeiture, lien and otherwise.

49.
The Company may, by special resolution where required, reduce its share capital in any way and with and subject to any incident authorized and consent required by law. Subject to the Act and any provisions attached to such shares, the Company may redeem, purchase or acquire any of its shares and the directors may determine the manner and the terms for redeeming, purchasing or acquiring such shares and may provide a sinking fund on such terms as they think fit for the redemption, purchase or acquisition of shares of any class or series.
 
 MEETINGS AND VOTING BY CLASS OR SERIES
50.
Where the holders of shares of a class or series have, under the Act, the terms or conditions attaching to such shares or otherwise, the right to vote separately as a class in respect of any matter then, except as provided in the Act, these Articles or such terms or conditions, all the provisions in these Articles concerning general meetings (including, without limitation, provisions respecting notice, quorum and procedure) shall, mutatis mutandis , apply to every meeting of holders of such class or series of shares convened for the purpose of such vote.

51.
Unless the rights, privileges, terms or conditions attached to a class or series of shares provide otherwise, such class or series of shares shall not have the right to vote separately as a class or series upon an amendment to the Memorandum or Articles to:

(1)
increase or decrease any maximum number of authorized shares of such class or series, or increase any maximum number of authorized shares of a class or series having rights or privileges equal or superior to the shares of such class or series;

(2)
effect an exchange, reclassification or cancellation of all or part of the shares of such class or series; or

(3)
create a new class or series of shares equal or superior to the shares of such class or series.
 
 BORROWING POWERS
52.
The directors on behalf of the Company may:

(1)
raise or borrow money for the purposes of the Company or any of them;

(2)
secure, subject to the sanction of a special resolution where required by the Act, the repayment of funds so raised or borrowed in such manner and upon such terms and conditions in all respects as they think fit, and in particular by the execution and delivery of
7

mortgages of the Company's real or personal property, or by the issue of bonds, debentures or other securities of the Company secured by mortgage or other charge upon all or any part of the property of the Company, both present and future including its uncalled capital for the time being;
(3)
sign or endorse bills, notes, acceptances, cheques, contracts, and other evidence of or securities for funds borrowed or to be borrowed for the purposes aforesaid;

(4)
pledge debentures as security for loans;

(5)
guarantee obligations of any person.

53.
Bonds, debentures and other securities may be made assignable, free from any equities between the Company and the person to whom such securities were issued.

54.
Any bonds, debentures and other securities may be issued at a discount, premium or otherwise and with special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of directors and other matters.
 
 GENERAL MEETINGS
55.
Ordinary general meetings of the Company shall be held at least once in every calendar year at such time and place as may be determined by the directors and not later than 15 months after the preceding ordinary general meeting. All other meetings of the Company shall be called special general meetings. Ordinary or special general meetings may be held either within or without the Province of Nova Scotia.

56.
The President, a vice-president or the directors may at any time convene a special general meeting, and the directors, upon the requisition of shareholders in accordance with the Act shall forthwith proceed to convene such meeting or meetings to be held at such time and place or times and places as the directors determine.

57.
The requisition shall state the objects of the meeting requested, be signed by the requisitionists and deposited at the Office of the Company. It may consist of several documents in like form each signed by one or more of the requisitionists.

58.
At least seven clear days' notice, or such longer period of notice as may be required by the Act, of every general meeting, specifying the place, day and hour of the meeting and, when special business is to be considered, the general nature of such business, shall be given to the shareholders entitled to be present at such meeting by notice given as permitted by these Articles. With the consent in writing of all the shareholders entitled to vote at such meeting, a meeting may be convened by a shorter notice and in any manner they think fit, or notice of the time, place and purpose of the meeting may be waived by all of the shareholders.

59.
When it is proposed to pass a special resolution, the two meetings may be convened by the same notice, and it shall be no objection to such notice that it only convenes the second meeting contingently upon the resolution being passed by the requisite majority at the first meeting.

60.
The accidental omission to give notice to a shareholder, or non-receipt of notice by a shareholder, shall not invalidate any resolution passed at any general meeting.
 
 RECORD DATES
61.
(1)    The directors may fix in advance a date as the record date for the determination of shareholders

(a)
entitled to receive payment of a dividend or entitled to receive any distribution;
8

(b)
entitled to receive notice of a meeting; or

(c)
for any other purpose.

(2)
If no record date is fixed, the record date for the determination of shareholders

(a)
entitled to receive notice of a meeting shall be the day immediately preceding the day on which the notice is given, or, if no notice is given, the day on which the meeting is held; and

(b)
for any other purpose shall be the day on which the directors pass the resolution relating to the particular purpose.
 
 PROCEEDINGS AT GENERAL MEETINGS
62.
The business of an ordinary general meeting shall be to receive and consider the financial statements of the Company and the report of the directors and the report, if any, of the auditors, to elect directors in the place of those retiring and to transact any other business which under these Articles ought to be transacted at an ordinary general meeting.

63.
No business shall tie transacted at any general meeting unless the requisite quorum is present at the commencement of the business. A corporate shareholder of the Company that has a duly authorized agent or representative present at any such meeting shall for the purpose of this Article be deemed to be personally present at such meeting.

64.
One person, being a shareholder, proxyholder or representative of a corporate shareholder, present and entitled to vote shall constitute a quorum for a general meeting, and may hold a meeting.

65.
The Chairman shall be entitled to take the chair at every general meeting or, if there be no Chairman, or if the Chairman is not present within fifteen 15 minutes after the time appointed for holding the meeting, the President or, failing the President, a vice-president shall be entitled to take the chair. If the Chairman, the President or a vice-president is not present within 15 minutes after the time appointed for holding the meeting or if all such persons present decline to take the chair, the shareholders present entitled to vote at the meeting shall choose another director as chairman and if no director is present or if all the directors present decline to take the chair, then such shareholders shall choose one of their number to be chairman.

66.
If within half an hour from the time appointed for a general meeting a quorum is not present, the meeting, if it was convened pursuant to a requisition of shareholders, shall be dissolved; if it was convened in any other way, it shall stand adjourned to the same day, in the next week, at the same time and place. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the shareholders present shall be a quorum and may hold the meeting.

67.
Subject to the Act, at any general meeting a resolution put to the meeting shall be decided by a show of hands unless, either before or on the declaration of the result of the show of hands, a poll is demanded by the chairman, a shareholder or a proxyholder; and unless a poll is so demanded, a declaration by the chairman that the resolution has been carried, carried by a particular majority, lost or not carried by a particular majority and an entry to that effect in the Company's book of proceedings shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

68.
When a poll is demanded, it shall be taken in such manner and at such time and place as the chairman directs, and either at once or after an interval or adjournment or otherwise. The result of the poll shall be the resolution of the meeting at which the poll was demanded. The demand of a poll may be withdrawn. When any dispute occurs over the admission or rejection of a vote, it
9

shall be resolved by the chairman and such determination made in good faith shall be final and conclusive.
69.
The chairman shall not have a casting vote in addition to any vote or votes that the chairman has as a shareholder.

70.
The chairman of a general meeting may with the consent of the meeting adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting that was adjourned.

71.
Any poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith without adjournment.

72.
The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.
 
 VOTES OF SHAREHOLDERS
73.
Subject to the Act and to any provisions attached to any class or series of shares concerning or restricting voting rights:

(1)
on a show of hands every shareholder entitled to vote present in person, every duly authorized representative of a corporate shareholder, and, if not prevented from voting by the Act, every proxyholder, shall have one vote; and

(2)
on a poll every shareholder present in person, every duly authorized representative of a corporate shareholder, and every proxyholder, shall have one vote for every share held;
whether or not such representative or proxyholder is a shareholder.
74.
Any person entitled to transfer shares upon the death or bankruptcy of any shareholder or in any way other than by allotment or transfer may vote at any general meeting in respect thereof in the same manner as if such person were the registered holder of such shares so long as the directors are satisfied at least 48 hours before the time of holding the meeting of such person's right to transfer such shares.

75.
Where there are joint registered holders of any share, any of such holders may vote such share at any meeting, either personally or by proxy, as if solely entitled to it. If more than one joint holder is present at any meeting, personally or by proxy, the one whose name stands first on the Register in respect of such share shall alone be entitled to vote it. Several executors or administrators of a deceased shareholder in whose name any share stands shall for the purpose of this Article be deemed joint holders thereof.

76.
Votes may be cast either personally or by proxy or, in the case of a corporate shareholder by a representative duly authorized under the Act.

77.
A proxy shall be in writing and executed in the manner provided in the Act. A proxy or other authority of a corporate shareholder does not require its seal.

78.
A shareholder of unsound mind in respect of whom an order has been made by any court of competent jurisdiction may vote by guardian or other person in the nature of a guardian appointed by that court, and any such guardian or other person may vote by proxy.

79.
A proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Office of the Company or at such other place as the directors may direct. The directors may, by resolution, fix a time not exceeding 48 hours excluding Saturdays and holidays preceding any meeting or adjourned meeting before which time proxies to be used at that meeting must be deposited with the Company at its
10

Office or with an agent of the Company. Notice of the requirement for depositing proxies shall be given in the notice calling the meeting. The chairman of the meeting shall determine all questions as to validity of proxies and other instruments of authority.
80.
A vote given in accordance with the terms of a proxy shall be valid notwithstanding the previous death of the principal, the revocation of the proxy, or the transfer of the share in respect of which the vote is given, provided no intimation in writing of the death, revocation or transfer is received at the Office of the Company before the meeting or by the chairman of the meeting before the vote is given.

81.
Every form of proxy shall comply with the Act and its regulations and subject thereto maybe in the following form:
I,                        of            being a shareholder of                        hereby appoint                        of                         (or failing him/her                        of                         ) as my proxyholder to attend and to vote for me and on my behalf at the ordinary/special general meeting of the Company, to be held on the day of and at any adjournment thereof, or at any meeting of (the Company which may be held prior to [insert specified date or event].
[If the proxy is solicited by or behalf of the management of the Company, insert a statement to that effect.]
Dated this    day of                            .
                                                 
            Shareholder
82.
Subject to the Act, no shareholder shall be entitled to be present or to vote on any question, either personally or by proxy, at any general meeting or be reckoned in a quorum while any call is due and payable to the Company in respect of any of the shares of such shareholder.

83.
Any resolution passed by the directors, notice of which has been given to the shareholders in the manner in which notices are hereinafter directed to be given and which is, within one month after it has been passed, ratified and confirmed in writing by shareholders entitled on a poll to three-fifths of the votes, shall be as valid and effectual as a resolution of a general meeting. This Article shall not apply to a resolution for winding up the Company or to a resolution dealing with any matter that by statute or these Articles ought to be dealt with by a special resolution or other method prescribed by statute.

84.
A resolution, including a special resolution, in writing and signed by every shareholder who would be entitled to vote on the resolution at a meeting is as valid as if it were passed by such shareholders at a meeting and satisfies all of the requirements of the Act respecting meetings of shareholders.
 
 DIRECTORS
85.
Unless otherwise determined by resolution of shareholders, the number of directors shall not be less than one or more than ten.

86.
Notwithstanding anything herein contained the subscribers to the Memorandum shall be the first directors of the Company.

87.
The directors may be paid out of the funds of the Company as remuneration for their service such sums, if any, as the Company may by resolution of its shareholders determine, and such remuneration shall be divided among them in such proportions and manner as the directors determine. The directors may also be paid their reasonable travelling, hotel and other expenses
11

incurred in attending meetings of directors and otherwise in the execution of their duties as directors.
88.
The continuing directors may act notwithstanding any vacancy in their body, but if their number falls below the minimum permitted, the directors shall not, except in emergencies or for the purpose of filling vacancies, act so long as their number is below the minimum.

89.
A director may, in conjunction with the office of director, and on such terms as to remuneration and otherwise as the directors arrange or determine, hold any other office or place of profit under the Company or under any company in which the Company is a shareholder or is otherwise interested.

90.
The office of a director shall ipso facto be vacated, if the director:

(1)
becomes bankrupt or makes an assignment for the benefit of creditors;

(2)
is, or is found by a court of competent jurisdiction to be, of unsound mind;

(3)
by notice in writing to the Company, resigns the office of director; or

(4)
is removed in the manner provided by these Articles.

91.
No director shall be disqualified by holding the office of director from contracting with the Company, either as vendor, purchaser, or otherwise, nor shall any such contract, or any contract or arrangement entered into or proposed to be entered into by or on behalf of the Company in which any director is in any way interested, either directly or indirectly, be avoided, nor shall any director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or arrangement by reason only of such director holding that office or of the fiduciary relations thereby established, provided the director makes a declaration or gives a general notice in accordance with the Act. No director shall, as a director, vote in respect of any contract or arrangement in which the director is so interested, and if the director does so vote, such vote shall not be counted. This prohibition may at any time or times be suspended or relaxed to any extent by a resolution of the shareholders and shall not apply to any contract by or on behalf of the Company to give to the directors or any of them any security for advances or by way of indemnity.
 
 ELECTION OF DIRECTORS
92.
At the dissolution of every ordinary general meeting at which their successors are elected, all the directors shall retire from office and be succeeded by the directors elected at such meeting. Retiring directors shall be eligible for re-election.

93.
If at any ordinary general meeting at which an election of directors ought to take place no such election takes place, or if no ordinary general meeting is held in any year or period of years, the retiring directors shall continue in office until their successors are elected.

94.
The Company may by resolution of its shareholders elect any number of directors permitted by these Articles and may determine or alter their qualification.

95.
The Company may, by special resolution or in any other manner permitted by statute, remove any director before the expiration of such director's period of office and may, if desired, appoint a replacement to hold office during such time only as the director so removed would have held office.

96.
The directors may appoint any other person as a director so long as the total number of directors does not at any time exceed the maximum number permitted. No such appointment, except to fill a casual vacancy, shall be effective unless two-thirds of the directors concur in it. Any casual
12

vacancy occurring among the directors may be filled by the directors, but any person so chosen shall retain office only so long as the vacating director would have retained it if the vacating director had continued as director.
 
 MANAGING DIRECTOR
97.
The directors may appoint one or more of their body to be managing directors of the Company, either for a fixed term or otherwise, and may remove or dismiss them from office and appoint replacements.

98.
Subject to the provisions of any contract between a managing director and the Company, a managing director shall be subject to the same provisions as to resignation and removal as the other directors of the Company. A managing director who for any reason ceases to hold the office of director shall ipso facto immediately cease to be a managing director.
13

99.
The remuneration of a managing director shall from time to time be fixed by the directors and may be by way of any or all of salary, commission and participation in profits.

100.
The directors may from time to time entrust to and confer upon a managing director such of the powers exercisable under these Articles by the directors as they think fit, and may confer such powers for such time, and to be exercised for such objects and purposes and upon such terms and conditions, and with such restrictions as they think expedient; and they may confer such powers either collaterally with, or to the exclusion of, and in substitution for, all or any of the powers of the directors in that behalf; and may from time to time revoke, withdraw, alter or vary all or any of such powers.
 
 CHAIRMAN OF THE BOARD
101.
The directors may elect one of their number to be Chairman and may determine the period during which the Chairman is to hold office. The Chairman shall perform such duties and receive such special remuneration as the directors may provide.
 
 PRESIDENT AND VICE-PRESIDENTS
102.
The directors shall elect the President of the Company, who need not be a director, and may determine the period for which the President is to hold office. The President shall have general supervision of the business of the Company and shall perform such duties as may be assigned from time to time by the directors.

103.
The directors may also elect vice-presidents, who need not be directors, and may determine the periods for which they are to hold office. A vice-president shall, at the request of the President or the directors and subject to the directions of the directors, perform the duties of the President during the absence, illness or incapacity of the President, and shall also perform such duties as may be assigned by the President or the directors.
 
 SECRETARY AND TREASURER
104.
The directors shall appoint a Secretary of the Company to keep minutes of shareholders' and directors' meetings and perform such other duties as may be assigned by the directors. The directors may also appoint a temporary substitute for the Secretary who shall, for the purposes of these Articles, be deemed to be the Secretary.

105.
The directors may appoint a treasurer of the Company to carry out such duties as the directors may assign.
 
 OFFICERS
106.
The directors may elect or appoint such other officers of the Company, having such powers and duties, as they think fit.

107.
If the directors so decide the same person may hold more than one of the offices provided for in these Articles.
 
 PROCEEDINGS OF DIRECTORS
108.
The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings, as they think fit, and may determine the quorum necessary for the transaction of business. Until otherwise determined, one director shall constitute a quorum and may hold a meeting.
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109.
If all directors of the Company entitled to attend a meeting either generally or specifically consent, a director may participate in a meeting of directors or of a committee of directors by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at that meeting for purposes of these Articles.

110.
Meetings of directors may be held either within or without the Province of Nova Scotia and the directors may from time to time make arrangements relating to the time and place of holding directors' meetings, the notices to be given for such meetings and what meetings may be held without notice. Unless otherwise provided by such arrangements;

(1)
A meeting of directors may be held at the close of every ordinary general meeting of the Company without notice.

(2)
Notice of every other directors' meeting may be given as permitted by these Articles to each director at least 48 hours before the time fixed for the meeting.

(3)
A meeting of directors may be held without formal notice if all the directors are present or if those absent have signified their assent to such meeting or their consent to the business transacted at such meeting.

111.
The President or any director may at any time, and the Secretary, upon the request of the President or any director, shall summon a meeting of the directors to be held at the Office of the Company. The President, the Chairman or a majority of the directors may at any time, and the Secretary, upon the request of the President, the Chairman or a majority of the directors shall, summon a meeting to be held elsewhere.

112.
(1)    Questions arising at any meeting of directors shall be decided by a majority of votes. The chairman of the meeting may vote as a director but shall not have a second or casting vote.

(2)
At any meeting of directors the chairman shall receive and count the vote of any director not present in person at such meeting on any question or matter arising at such meeting whenever such absent director has indicated by telegram, letter or other writing lodged with the chairman of such meeting the manner in which the absent director desires to vote on such question or matter and such question or matter has been specifically mentioned in the notice calling the meeting as a question or matter to be discussed or decided thereat. In respect of any such question or matter so mentioned in such notice any director may give to any other director a proxy authorizing such other director to vote for such first named director at such meeting, and the chairman of such meeting, after such proxy has been so lodged, shall receive and count any vote given in pursuance thereof notwithstanding the absence of the director giving such proxy.

113.
If no Chairman is elected, or if at any meeting of directors the Chairman is not present within five minutes after the time appointed for holding the meeting, or declines to take the chair, the President, if a director, shall preside. If the President is not a director, is not present at such time or declines to take the chair, a vice-president who is also a director shall preside. If no person described above is present at such time and willing to take the chair, the directors present shall choose some one of their number to be chairman of the meeting.

114.
A meeting of the directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions for the time being vested in or exercisable by the directors generally.

115.
The directors may delegate any of their powers to committees consisting of such number of directors as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the directors.
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116.
The meetings and proceedings of any committee of directors shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the directors insofar as they are applicable and are not superseded by any regulations made by the directors.

117.
All acts done at any meeting of the directors or of a committee of directors or by any person acting as a director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of the director or person so acting, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.

118.
A resolution in writing and signed by every director who would be entitled to vote on the resolution at a meeting is as valid as if it were passed by such directors at a meeting.

119.
If any one or more of the directors is called upon to perform extra services or to make any special exertions in going or residing abroad or otherwise for any of the purposes of the Company or the business thereof, the Company may remunerate the director or directors so doing, either by a fixed sum or by a percentage of profits or otherwise. Such remuneration shall be determined by the directors and may be either in addition to or in substitution for remuneration otherwise authorized by these Articles.
 
 REGISTERS
120.
The directors shall cause to be kept at the Company's Office in accordance with the provisions of the Act a Register of the shareholders of the Company, a register of the holders of bonds, debentures and other securities of the Company and a register of its directors. Branch registers of the shareholders and of the holders of bonds, debentures and other securities may be kept elsewhere, either within or without the Province of Nova Scotia, in accordance with the Act.
 
 MINUTES
121.
The directors shall cause minutes to be entered in books designated for the purpose:

(1)
of all appointments of officers;

(2)
of the names of directors present at each meeting of directors and of any committees of directors;

(3)
of all orders made by the directors and committees of directors; and

(4)
of all resolutions and proceedings of meetings of shareholders and of directors.
Any such minutes of any meeting of directors or of any committee of directors or of shareholders, if purporting to be signed by the chairman of such meeting or by the chairman of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minutes.
 
 POWERS OF DIRECTORS
122.
The management of the business of the Company is vested in the directors who, in addition to the powers and authorities by these Articles or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not hereby or by statute expressly directed or required to be exercised or done by the shareholders, but subject nevertheless to the provisions of any statute, the Memorandum or these Articles. No modification of the Memorandum or these Articles shall invalidate any prior act of the directors that would have been valid if such modification had not been made.
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123.
Without restricting the generality of the terms of any of these Articles and without prejudice to the powers conferred thereby, the directors may:

(1)
take such steps as they think fit to carry out any agreement or contract made by or on behalf of the Company;

(2)
pay costs, charges and expenses preliminary and incidental to the promotion, formation, establishment, and registration of the Company;

(3)
purchase or otherwise acquire for the Company any property, rights or privileges that the Company is authorized to acquire, at such price and generally on such terms and conditions as they think fit;

(4)
pay for any property, rights or privileges acquired by, or services rendered to the Company either wholly or partially in cash or in shares (fully paid-up or otherwise), bonds, debentures or other securities of the Company;

(5)
subject to the Act, secure the fulfilment of any contracts or engagements entered into by the Company by mortgaging or charging all or any of the property of the Company and its unpaid capital for the time being, or in such other manner as they think fit;

(6)
appoint, remove or suspend at their discretion such experts, managers, secretaries, treasurers, officers, clerks, agents and servants for permanent, temporary or special services, as they from time to time think fit, and determine their powers and duties and fix their salaries or emoluments and require security in such instances and to such amounts as they think fit;

(7)
accept a surrender of shares from any shareholder insofar as the law permits and on such terms and conditions as may be agreed;

(8)
appoint any person or persons to accept and hold in trust for the Company any property belonging to the Company, or in which it is interested, execute and do all such deeds and things as may be required in relation to such trust, and provide for the remuneration of such trustee or trustees;

(9)
institute, conduct, defend, compound or abandon any legal proceedings by and against the Company, its directors or its officers or otherwise concerning the affairs of the Company, and also compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company;

(10)
refer any claims or demands by or against the Company to arbitration and observe and perform the awards;

(11)
make and give receipts, releases and other discharges for amounts payable to the Company and for claims and demands of the Company;

(12)
determine who may exercise the borrowing powers of the Company and sign on the Company's behalf bonds, debentures or other securities, bills, notes, receipts, acceptances, assignments, transfers, hypothecations, pledges, endorsements, cheques, drafts, releases, contracts, agreements and all other instruments and documents;

(13)
provide for the management of the affairs of the Company abroad in such manner as they think fit, and in particular appoint any person to be the attorney or agent of the Company with such powers (including power to sub-delegate) and upon such terms as may be thought fit;

(14)
invest and deal with any funds of the Company in such securities and in such manner as they think fit; and vary or realize such investments;
17

(15)
subject to the Act, execute in the name and on behalf of the Company in favour of any director or other person who may incur or be about to incur any personal liability for the benefit of the Company such mortgages of the Company's property, present and future, as they think fit;

(16)
give any officer or employee of the Company a commission on the profits of any particular business or transaction or a share in the general profits of the Company;

(17)
set aside out of the profits of the Company before declaring any dividend such amounts as they think proper as a reserve fund to meet contingencies or provide for dividends, depreciation, repairing, improving and maintaining any of the property of the Company and such other purposes as the directors may in their absolute discretion think in the interests of the Company; and invest such amounts in such investments as they think fit, and deal with and vary such investments, and dispose of all or any part of them for the benefit of the Company, and divide the reserve fund into such special funds as they think fit, with full power to employ the assets constituting the reserve fund in the business of the Company without being bound to keep them separate from the other assets;

(18)
make, vary and repeal rules respecting the business of the Company, its officers and employees, the shareholders of the Company or any section or class of them;

(19)
enter into all such negotiations and contracts, rescind and vary all such contracts, and execute and do all such acts, deeds and things in the name and on behalf of the Company as they consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company;

(20)
provide for the management of the affairs of the Company in such manner as they think fit.
 
 SOLICITORS
124.
The Company may employ or retain solicitors any of whom may, at the request or on the instruction of the directors, the Chairman, the President or a managing director, attend meetings of the directors or shareholders, whether or not the solicitor is a shareholder or a director of the Company. A solicitor who is also a director may nevertheless charge for services rendered to the Company as a solicitor.
 
 THE SEAL
125.
The directors shall arrange for the safe custody of the common seal of the Company (the "Seal"). The Seal may be affixed to any instrument in the presence of and contemporaneously with the attesting signature of (i) any director or officer acting within such person's authority or (ii) any person under the authority of a resolution of the directors or a committee thereof. For the purpose of certifying documents or proceedings the Seal may be affixed by any director or the President, a vice-president, the Secretary, an assistant secretary or any other officer of the Company without the authorization of a resolution of the directors.

126.
The Company may have facsimiles of the Seal which may be used interchangeably with the Seal.

127.
The Company may have for use at any place outside the Province of Nova Scotia, as to all matters to which the corporate existence and capacity of the Company extends, an official seal that is a facsimile of the Seal of the Company with the addition on its face of the name of the place where it is to be used; and the Company may by writing under its Seal authorize any person to affix such official seal at such place to any document to which the Company is a party.
18

 
 DIVIDENDS
128.
The directors may from time to time declare such dividend as they deem proper upon shares of the Company according to the rights and restrictions attached to any class or series of shares, and may determine the date upon which such dividend will be payable and that it will be payable to the persons registered as the holders of the shares on which it is declared at the close of business upon a record date. No transfer of such shares registered after the record date shall pass any right to the dividend so declared.

129.
Dividends may be paid as permitted by law and, without limitation, may be paid out of the profits, retained earnings or contributed surplus of the Company. No interest shall be payable on any dividend except insofar as the rights attached to any class or series of shares provide otherwise.

130.
The declaration of the directors as to the amount of the profits, retained earnings or contributed surplus of the Company shall be conclusive.

131.
The directors may from time to time pay to the shareholders such interim dividends as in their judgment the position of the Company justifies.

132.
Subject to these Articles and the rights and restrictions attached to any class or series of shares, dividends may be declared and paid to the shareholders in proportion to the amount of capital paid-up on the shares (not including any capital paid-up bearing interest) held by them respectively.

133.
The directors may deduct from the dividends payable to any shareholder amounts due and payable by the shareholder to the Company on account of calls, instalments or otherwise, and may apply the same in or towards satisfaction of such amounts so due and payable.
19

134.
The directors may retain any dividends on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

135.
The directors may retain the dividends payable upon shares to which a person is entitled or entitled to transfer upon the death or bankruptcy of a shareholder or in any way other than by allotment or transfer, until such person has become registered as the holder of such shares or has duly transferred such shares.

136.
When the directors declare a dividend on a class or series of shares and also make a call on such shares payable on or before the date on which the dividend is payable, the directors may retain all or part of the dividend and set off the amount retained against the call.

137.
The directors may declare that a dividend be paid by the distribution of cash, paid-up shares (at par or at a premium), debentures, bonds or other securities of the Company or of any other company or any other specific assets held or to be acquired by the Company or in any one or more of such ways.

138.
The directors may settle any difficulty that may arise in regard to the distribution of a dividend as they think expedient, and in particular without restricting the generality of the foregoing may issue fractional certificates, may fix the value for distribution of any specific assets, may determine that cash payments will be made to any shareholders upon the footing of the value so fixed or that fractions may be disregarded in order to adjust the rights of all parties, and may vest cash or specific assets in trustees upon such trusts for the persons entitled to the dividend as may seem expedient to the directors.

139.
Any person registered as a joint holder of any share may give effectual receipts for all dividends and payments on account of dividends in respect of such share.

140.
Unless otherwise determined by the directors, any dividend may be paid by a cheque or warrant delivered to or sent through the post to the registered address of the shareholder entitled, or, when there are joint holders, to the registered address of that one whose name stands first on the register for the shares jointly held. Every cheque or warrant so delivered or sent shall be made payable to the order of the person to whom it is delivered or sent. The mailing or other transmission to a shareholder at the shareholder's registered address (or, in the case of joint shareholders at the address of the holder whose name stands first on the register) of a cheque payable to the order of the person to whom it is addressed for the amount of any dividend payable in cash after the deduction of any tax which the Company has properly withheld, shall discharge the Company's liability for the dividend unless the cheque is not paid on due presentation. If any cheque for a dividend payable in cash is not received, the Company shall issue to the shareholder a replacement cheque for the same amount on such terms as to indemnity and evidence of non-receipt as the directors may impose. No shareholder may recover by action or other legal process against the Company any dividend represented by a cheque that has not been duly presented to a banker of the Company for payment or that otherwise remains unclaimed for 6 years from the date on which it was payable.
 
 ACCOUNTS
141.
The directors shall cause proper books of account to be kept of the amounts received and expended by the Company, the matters in respect of which such receipts and expenditures take place, all sales and purchases of goods by the Company, and the assets, credits and liabilities of the Company.

142.
The books of account shall be kept at the head office of the Company or at such other place or places as the directors may direct.
20

143.
The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions the accounts and books of the Company or any of them shall be open to inspection of the shareholders, and no shareholder shall have any right to inspect any account or book or document of the Company except as conferred by statute or authorized by the directors or a resolution of the shareholders.

144.
At the ordinary general meeting in every year the directors shall lay before the Company such financial statements and reports in connection therewith as may be required by the Act or other applicable statute or regulation thereunder and shall distribute copies thereof at such times and to such persons as may be required by statute or regulation.
 
 AUDITORS AND AUDIT
145.
Except in respect of a financial year for which the Company is exempt from audit requirements in the Act, the Company shall at each ordinary general meeting appoint an auditor or auditors to hold office until the next ordinary general meeting. If at any general meeting at which the appointment of an auditor or auditors is to take place and no such appointment takes place, or if no ordinary general meeting is held in any year or period of years, the directors shall appoint an auditor or auditors to hold office until the next ordinary general meeting.

146.
The first auditors of the Company may be appointed by the directors at any time before the first ordinary general meeting and the auditors so appointed shall hold office until such meeting unless previously removed by a resolution of the shareholders, in which event the shareholders may appoint auditors.

147.
The directors may fill any casual vacancy in the office of the auditor but while any such vacancy continues the surviving or continuing auditor or auditors, if any, may act.

148.
The Company may appoint as auditor any person, including a shareholder, not disqualified by statute.

149.
An auditor may be removed or replaced in the circumstances and in the manner specified in the Act.

150.
The remuneration of the auditors shall be fixed by the shareholders, or by the directors pursuant to authorization given by the shareholders, except that the remuneration of an auditor appointed to fill a casual vacancy may be fixed by the directors.

151.
The auditors shall conduct such audit as may be required by the Act and their report, if any, shall be dealt with by the Company as required by the Act.
 
 NOTICES
152.
A notice (including any communication or document) shall be sufficiently given, delivered or served by the Company upon a shareholder, director, officer or auditor by personal delivery at such person's registered address (or, in the case of a director, officer or auditor, last known address) or by prepaid mail, telegraph, telex, facsimile machine or other electronic means of communication addressed to such person at such address.

153.
Shareholders having no registered address shall not be entitled to receive notice.

154.
All notices with respect to registered shares to which persons are jointly entitled may be sufficiently given to all joint holders thereof by notice given to whichever of such persons is named first in the Register for such shares.

155.
Any notice sent by mail shall be deemed to be given, delivered or served on the earlier of actual receipt and the third business day following that upon which it is mailed, and in proving such
21

service it shall be sufficient to prove that the notice was properly addressed and mailed with the postage prepaid thereon. Any notice given by electronic means of communication shall be deemed to be given when entered into the appropriate transmitting device for transmission. A certificate in writing signed on behalf of the Company that the notice was so addressed and mailed or transmitted shall be conclusive evidence thereof.
156.
Every person who by operation of law, transfer or other means whatsoever becomes entitled to any share shall be bound by every notice in respect of such share that prior to such person's name and address being entered on the Register was duly served in the manner hereinbefore provided upon the person from whom such person derived title to such share.

157.
Any notice delivered, sent or transmitted to the registered address of any shareholder pursuant to these Articles, shall, notwithstanding that such shareholder is then deceased and that the Company has notice thereof, be deemed to have been served in respect of any registered shares, whether held by such deceased shareholder solely or jointly with other persons, until some other person is registered as the holder or joint holder thereof, and such service shall for all purposes of these Articles be deemed a sufficient service of such notice on the heirs, executors or administrators of the deceased shareholder and all joint holders of such shares.

158.
Any notice may bear the name or signature, manual or reproduced, of the person giving the notice written or printed.

159.
When a given number of days' notice or notice extending over any other period is required to be given, the day of service and the day upon which such notice expires shall not, unless it is otherwise provided, be counted in such number of days or other period.
 
 INDEMNITY
160.
Every director or officer, former director or officer, or person who acts or acted at the Company's request, as a director or officer of the Company, a body corporate, partnership or other association of which the Company is or was a shareholder, partner, member or creditor, and the heirs and legal representatives of such person, in the absence of any dishonesty on the part of such person, shall be indemnified by the Company against, and it shall be the duty of the directors out of the funds of the Company to pay, all costs, losses and expenses, including an amount paid to settle an action or claim or satisfy a judgment, that such director, officer or person may incur or become liable to pay in respect of any claim made against such person or civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of the Company or such body corporate, partnership or other association, whether the Company is a claimant or party to such action or proceeding or otherwise; and the amount for which such indemnity is proved shall immediately attach as a lien on the property of the Company and have priority as against the shareholders over all other claims.

161.
No director or officer, former director or officer, or person who acts or acted at the Company's request, as a director or officer of the Company, a body corporate, partnership or other association of which the Company is or was a shareholder, partner, member or creditor, in the absence of any dishonesty on such person's part, shall be liable for the acts, receipts, neglects or defaults of any other director, officer or such person, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Company through the insufficiency or deficiency of title to any property acquired for or on behalf of the Company, or through the insufficiency or deficiency of any security in or upon which any of the funds of the Company are invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any funds, securities or effects are deposited, or for any loss occasioned by error of judgment or oversight on the part of such person, or for any other loss, damage or misfortune whatsoever which happens in the execution of the duties of such person or in relation thereto.
22

 
 EXECUTION OF DOCUMENTS AND INSTRUMENTS
162.
Deeds, transfers, assignments, contracts, obligations, certificates and other instruments and documents of any description whatsoever shall be effectively authorized by and signed on behalf of the Company if signed by any director or officer acting within such person's authority, whether under seal or otherwise as such signatories may see fit. In addition, the board of directors or the shareholders may from time to time by resolution direct the manner in which and the person or persons by whom any particular document or instrument or class of documents or instruments may or shall be signed. Any articles, notice, resolution, requisition, statement or other document or instrument required or permitted to be executed by more than one person may be executed in several documents or instruments of like form each of which is executed by one or more of such persons, and such documents or instruments, when duly executed by all persons required or permitted, as the case may be, to do so, shall be deemed to constitute one document for all relevant purposes. The secretary or any other officer or any director may sign certificates and similar instruments on the Company's behalf with respect to any factual matters relating to the Company's business and affairs, including certificates verifying copies of the constating documents, resolutions and minutes of meetings of the Company.
 
 REMINDERS
163.
The directors shall comply with the following provisions of the Act or the Corporations Registration Act (Nova Scotia) where indicated:

(1)
Keep a current register of shareholders (Section 42).

(2)
Keep a current register of directors, officers and managers, send to the Registrar a copy thereof and notice of all changes therein (Section 98).

(3)
Keep a current register of holders of bonds, debentures and other securities (Section 111 and Third Schedule).

(4)
Call a general meeting every year within the proper time (Section 83). Meetings must be held not later than 15 months after the preceding general meeting.

(5)
Send to the Registrar copies of all special resolutions (Section 88).

(6)
Send to the Registrar notice of the address of the Company's Office and of all changes in such address (Section 79).

(7)
Keep proper minutes of all shareholders' meetings and directors' meetings in the Company's minute book kept at the Company's Office (Sections 89 and 90).

(8)
Obtain a certificate under the Corporations Registration Act (Nova Scotia) as soon as business is commenced.
23

(9)
Send notice of recognized agent to the Registrar under the Corporations Registration Act (Nova Scotia).

Name of Subscriber	 	 	

 	 	 	
/s/ Illegible

Dated at Halifax, Nova Scotia the 9th day of September, 2004.	 	 	
 	 	 	
Witness to above signature:	 	 	
 	 	 	
/s/ Illegible

Halifax, Nova Scotia	 	 	

 	 	[SEAL]	
24

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Exhibit 4.25

CLASS B
COMMON STOCK 
THIS CERTIFICATE IS TRANSFERABLE
IN CANTON, MA, JERSEY CITY, N.J.
NEW YORK, NY, MONTREAL, QUEBEC
AND TORONTO, ONTARIO	 	[MOLSON COORS BREWING COMPANY GRAPHIC]
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	 	CLASS B
COMMON STOCK 
CUSIP 60871R 20 9
SEE REVERSE FOR CERTAIN DEFINITIONS	
NUMBER
MCB 3598	 	 	 	SHARES	
This certifies that
is the owner of
FULLY PAID AND NONASSESSABLE SHARES OF THE CLASS B COMMON STOCK (NON-VOTING), $0.01 PAR VALUE PER SHARE, OF
Molson Coors Brewing Company, transferable on the books of the Corporation by the holder thereof in person or by his duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.
CERTIFICATE OF STOCK
        Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated:

[signature illegible]
PRESIDENT
/s/ Annita M. Menogan
SECRETARY	 	[MOLSON COORS BREWING COMPANY SEAL
DELAWARE]	 	COUNTERSIGNED AND REGISTERED:
 EQUISERVE TRUST COMPANY, N.A. 
TRANSFER AGENT AND REGISTRAR
CANTON, MA
JERSEY CITY, NJ
NEW YORK, NY
BY: /s/ Stephen Cesso
AUTHORIZED SIGNATURE	 	OR:	 	COUNTERSIGNED:
 CIBC MELLON TRUST COMPANY 
CO-TRANSFER AGENT
MONTREAL QUEBEC
TORONTO, ONTARIO
BY:                                  
AUTHORIZED SIGNATURE	

MOLSON COORS BREWING COMPANY
        The corporation will furnish without charge to each stockholder who so requests in writing a full statement of the designations, preferences, limitations and relative rights of each class of stock or series thereof of the corporation and the variations in the relative rights and preferences between the shares of any series of preferred stock, so far as the same have been fixed and determined, and the authority of the board of directors to fix and determine the relative rights and preferences of any series of preferred stock. Such requests may be made to the corporation or the transfer agent.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED, A BOND OF INDEMNITY WILL BE REQUIRED AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
        The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	—	as tenants in common	 	 	 	UNIF GIFT MIN ACT—	 	
  (Cust)	 	Custodian	 	
    (Minor)	
TEN ENT	—	as tenants by the entireties	 	 	 	 	 	 	 	 	 	 	
JT TEN	—	as joint tenants with right of	 	 	 	 	 	under Uniform Gifts to Minors	
 	 	survivorship and not as tenants
in common	 	 	 	 	 	Act	 	
        (State)	
Additional abbreviations may also be used though not in the above list.
        For value received,                                                   hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

Shares of the Capital Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.
Dated,                                                    

X	 	
(SIGNATURE)	

X	

(SIGNATURE)	

NOTICE:	
THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.	

IN THE UNITED STATES, THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO SEC RULE 17Ad-15.	
IN CANADA, THE SIGNATURE(S) MUST BE GUARANTEED BY A CANADIAN SCHEDULE 1 CHARTERED BANK, A MAJOR TRUST COMPANY IN CANADA OR A MEMBER OF ONE OF THE RECOGNIZED MEDALLION PROGRAMS — SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (STAMP), STOCK EXCHANGES MEDALLION PROGRAM (SEMP) OR NEW YORK STOCK EXCHANGE, INC MEDALLION SIGNATURE PROGRAM (MSP).	
 	 	
SIGNATURE(S) GUARANTEED BY:	

 
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Exhibit 4.26
 
 Molson Coors Brewing Company,

as Issuer;

The Guarantors Named Herein,

as Guarantors;

and

Deutsche Bank Trust Company Americas,

as Trustee

INDENTURE

Dated as of June [    ], 2007

 
 CROSS-REFERENCE TABLE

 	 	TIA Section
	 	Indenture
Section
	
310	 	(a)(1)	 	7.11	
 	 	(a)(2)	 	7.11	
 	 	(a)(3)	 	N.A.	
 	 	(a)(4)	 	N.A.	
 	 	(b)	 	7.08; 7.11	
 	 	(c)	 	N.A	
311	 	(a)	 	7.12	
 	 	(b)	 	7.12	
 	 	(c)	 	N.A.	
312	 	(a)	 	2.06	
 	 	(b)	 	11.03	
 	 	(c)	 	11.03	
313	 	(a)	 	7.06	
 	 	(b)(1)	 	N.A.	
 	 	(b)(2)	 	7.06	
 	 	(c)	 	11.02	
 	 	(d)	 	7.06	
314	 	(a)	 	4.02; 4.03	
 	 	(b)	 	N.A.	
 	 	(c)(1)	 	11.04	
 	 	(c)(2)	 	11.04	
 	 	(c)(3)	 	N.A.	
 	 	(d)	 	N.A.	
 	 	(e)	 	10.05	
315	 	(a)	 	7.01	
 	 	(b)	 	7.05; 11.02	
 	 	(c)	 	7.01	
 	 	(d)	 	7.01	
 	 	(e)	 	6.11	
316	 	(a)(last sentence)	 	11.06	
 	 	(a)(1)(A)	 	6.05	
 	 	(a)(1)(B)	 	6.04	
 	 	(a)(2)	 	N.A.	
 	 	(b)	 	6.07	
317	 	(a)(1)	 	6.08	
 	 	(a)(2)	 	6.09	
 	 	(b)	 	2.04	
318	 	(a)	 	11.01	
N.A. means Not Applicable.

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of the Indenture.

 
 TABLE OF CONTENTS

 	 	 	 	Page
	
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE	

Section 1.01	
 	
Definitions	
 	
1	

Section 1.02	
 	
Other Definitions	
 	
6	

Section 1.03	
 	
Incorporation by Reference of Trust Indenture Act	
 	
6	

Section 1.04	
 	
Rules of Construction	
 	
6	

ARTICLE II
THE SECURITIES	

Section 2.01	
 	
Amount Unlimited; Terms of Securities	
 	
7	

Section 2.02	
 	
Form and Dating	
 	
7	

Section 2.03	
 	
Execution and Authentication	
 	
8	

Section 2.04	
 	
Paying Agent, Registrar, Service Agent and Conversion Agent	
 	
8	

Section 2.05	
 	
Paying Agent to Hold Money in Trust	
 	
9	

Section 2.06	
 	
Securityholder Lists	
 	
9	

Section 2.07	
 	
Transfer and Exchange	
 	
9	

Section 2.08	
 	
Replacement Securities	
 	
10	

Section 2.09	
 	
Outstanding Securities	
 	
10	

Section 2.10	
 	
Temporary Securities	
 	
11	

Section 2.11	
 	
Cancellation	
 	
11	

Section 2.12	
 	
Defaulted Interest	
 	
11	

Section 2.13	
 	
Global Securities	
 	
11	

Section 2.14	
 	
CUSIP Numbers	
 	
14	

Section 2.15	
 	
Additional Securities	
 	
14	

ARTICLE III
REDEMPTION	

Section 3.01	
 	
Redemption	
 	
15	

ARTICLE IV
COVENANTS	

Section 4.01	
 	
Payment of Securities	
 	
15	

Section 4.02	
 	
SEC Reports	
 	
16	

Section 4.03	
 	
Compliance Certificate	
 	
16	

Section 4.04	
 	
Further Instruments and Acts	
 	
16	

Section 4.05	
 	
Future Guarantors	
 	
16	

i

 

Section 4.06	
 	
Additional Interest Notice	
 	
16	

ARTICLE V
MERGER AND CONSOLIDATION	

Section 5.01	
 	
When the Company or Guarantors May Merge or Transfer Assets	
 	
17	

ARTICLE VI
DEFAULTS AND REMEDIES	

Section 6.01	
 	
Events of Default	
 	
18	

Section 6.02	
 	
Acceleration	
 	
19	

Section 6.03	
 	
Other Remedies	
 	
20	

Section 6.04	
 	
Waiver of Past Defaults	
 	
20	

Section 6.05	
 	
Control by Majority	
 	
20	

Section 6.06	
 	
Limitation on Suits	
 	
20	

Section 6.07	
 	
Rights of Holders to Receive Payment	
 	
21	

Section 6.08	
 	
Collection Suit by Trustee	
 	
21	

Section 6.09	
 	
Trustee May File Proofs of Claim	
 	
21	

Section 6.10	
 	
Priorities	
 	
21	

Section 6.11	
 	
Undertaking for Costs	
 	
22	

Section 6.12	
 	
Waiver of Stay or Extension Laws	
 	
22	

Section 6.13	
 	
Sole Remedy for Failure to Report	
 	
22	

ARTICLE VII
TRUSTEE	

Section 7.01	
 	
Duties of Trustee	
 	
22	

Section 7.02	
 	
Rights of Trustee	
 	
23	

Section 7.03	
 	
Individual Rights of Trustee	
 	
24	

Section 7.04	
 	
Trustee's Disclaimer	
 	
24	

Section 7.05	
 	
Notice of Defaults	
 	
25	

Section 7.06	
 	
Reports by Trustee to Holders	
 	
25	

Section 7.07	
 	
Compensation and Indemnity	
 	
25	

Section 7.08	
 	
Experts	
 	
26	

Section 7.09	
 	
Replacement of the Trustee	
 	
26	

Section 7.10	
 	
Successor Trustee by Merger	
 	
27	

Section 7.11	
 	
Eligibility; Disqualification	
 	
27	

Section 7.12	
 	
Preferential Collection of Claims Against Company	
 	
28	

Section 7.13	
 	
Securityholder List	
 	
28	
 	 	 	 	 	
ii

 

Section 7.14	
 	
Initial Appointment of Trustee	
 	
28	

ARTICLE VIII
DISCHARGE OF INDENTURE; DEFEASANCE	

Section 8.01	
 	
Discharge of Liability on Securities; Defeasance	
 	
28	

Section 8.02	
 	
Defeasance	
 	
30	

Section 8.03	
 	
Application of Trust Money	
 	
30	

Section 8.04	
 	
Repayment to Company	
 	
30	

Section 8.05	
 	
Indemnity for Government Obligations	
 	
30	

Section 8.06	
 	
Reinstatement	
 	
30	

ARTICLE IX
AMENDMENTS	

Section 9.01	
 	
Without Consent of Holders	
 	
31	

Section 9.02	
 	
With Consent of Holders	
 	
32	

Section 9.03	
 	
Compliance with Trust Indenture Act	
 	
33	

Section 9.04	
 	
Revocation and Effect of Consents and Waivers	
 	
33	

Section 9.05	
 	
Notation on or Exchange of Securities	
 	
33	

Section 9.06	
 	
Trustee To Sign Amendments	
 	
33	

Section 9.07	
 	
Payment for Consent	
 	
33	

ARTICLE X
GUARANTIES	

Section 10.01	
 	
Guaranties	
 	
34	

Section 10.02	
 	
Limitation on Liability	
 	
35	

Section 10.03	
 	
Successors and Assigns	
 	
35	

Section 10.04	
 	
No Waiver	
 	
36	

Section 10.05	
 	
Modification	
 	
36	

Section 10.06	
 	
Release of Guarantor	
 	
36	

Section 10.07	
 	
Contribution	
 	
36	

ARTICLE XI
MISCELLANEOUS	

Section 11.01	
 	
Trust Indenture Act Controls	
 	
36	

Section 11.02	
 	
Notices	
 	
36	

Section 11.03	
 	
Communication by Holders with Other Holders	
 	
37	

Section 11.04	
 	
Certificate and Opinion as to Conditions Precedent	
 	
37	

Section 11.05	
 	
Statements Required in Certificate or Opinion	
 	
38	

Section 11.06	
 	
When Securities Disregarded	
 	
38	

iii

 

Section 11.07	
 	
Rules by Trustee, Paying Agent and Registrar	
 	
38	

Section 11.08	
 	
Business Days	
 	
38	

Section 11.09	
 	
Governing Law	
 	
38	

Section 11.10	
 	
No Recourse Against Others	
 	
39	

Section 11.11	
 	
Successors	
 	
39	

Section 11.12	
 	
Multiple Originals	
 	
39	

Section 11.13	
 	
Table of Contents; Headings	
 	
39	

Section 11.14	
 	
Language of Notices, Etc	
 	
39	

Section 11.15	
 	
Submission to Jurisdiction	
 	
39	

Section 11.16	
 	
Patriot Act	
 	
39	

Annex A: Form of First Supplemental Indenture	
 	
A-1	
iv

        INDENTURE dated as of June [    ], 2007, among Molson Coors Brewing Company, a Delaware corporation (the "Company"), Coors Brewing Company, a Colorado corporation, Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company, Coors Distributing Company, a Colorado corporation, Coors International Market Development, L.L.L.P., a Colorado limited liability limited partnership, Coors Global Properties, Inc., a Colorado corporation, Molson Coors International LP, a Delaware limited partnership, CBC Holdco, Inc., a Colorado corporation, MCBC International Holdco, Inc., a Colorado corporation, Molson Coors International General, ULC, a Nova Scotia unlimited liability company, Coors International Holdco, ULC, a Nova Scotia unlimited liability company, Molson Coors Callco ULC, a Nova Scotia unlimited liability company, and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the "Trustee").
        Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the securities issued under this Indenture (the "Securities"):
 
 ARTICLE I
Definitions and Incorporation by Reference
        Section 1.01     Definitions.     
        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.
        "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been adopted by the board of directors of the Company or pursuant to authorization by the board of directors of the Company and to be in full force and effect on the date of the certificate and delivered to the Trustee.
        "Board of Directors" means the Board of Directors of the Company or any committee thereof duly authorized to act on behalf of such Board.
        "Business Day" means any day other than (x) a Saturday, (y) a Sunday or (z) a day on which state or federally chartered banking institutions in New York, New York are not required to be open.
        "Capital Stock" of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, but excluding any debt securities convertible into such equity.
        "Cash" means such coin or currency of the United States as at any time of payment is legal tender for the payment of public and private debts.
        "Company" means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the indenture securities.
        "Company Order" means a written order signed in the name of the Company by an Officer who must be the Company's principal executive officer, principal financial officer or principal accounting officer.
        "Corporate Trust Office" means the principal office of the Trustee in the Borough of Manhattan, The City of New York, at which at any particular time its corporate trust business shall be administered, which office at the date hereof is located at 60 Wall Street, 27th Floor—MS NYC60-2710, New York, New York 10005, Attention: Trust & Securities Services, or such other address
1

as the Trustee may designate from time to time by notice to the holders, the Company and the Guarantors, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders, the Company and the Guarantors).
        "Custodian" means the Trustee in its capacity as custodian of the Securities in global form or any successor custodian.
        "Default" means any event which is, or after notice or passage of time or otherwise would be, an Event of Default.
        "Definitive Security" means a certificated Security registered in the name of the holder thereof (which is a Person other than the Depositary or its nominee) and issued in accordance with Section 2.13 hereof.
        "Depositary" means The Depository Trust Company or such successor or additional clearing agency registered under the Exchange Act as shall have been appointed and become such pursuant to the applicable provisions of this Indenture, whereafter "Depositary" shall mean or include such successor or additional clearing agency.
        "Exchange Act" means the Securities Exchange Act of 1934, as amended.
        "GAAP" means generally accepted accounting principles in the United States of America as in effect as of the Issue Date, including those set forth in:
        (1)   the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants;
        (2)   statements and pronouncements of the Financial Accounting Standards Board;
        (3)   such other statements by such other entity as approved by a significant segment of the accounting profession; and
        (4)   the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC. All computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP.
        "Global Security" means a Security (1) which is executed by the Company and authenticated and delivered by the Trustee to the Depositary or pursuant to the Depositary's instruction, all in accordance with this Indenture and an indenture supplemental hereto, if any, or with a Board Resolution and pursuant to a Company Order, (2) which shall be registered in the name of the Depositary or its nominee and (3) which shall represent, and shall be denominated in, an amount equal to the aggregate principal amount of all the outstanding Securities or any portion thereof, in either case having the same terms, including, without limitation, the same original issue date, date or dates on which principal is due, and interest rate or method of determining interest and which shall bear the Global Security Legend.
        "Global Security Legend" means the legend set forth in Section 2.13(c), which is required to be placed on all Global Securities issued under this Indenture.
        "Guarantors" means Coors Brewing Company, Molson Coors Capital Finance ULC, Coors Distributing Company, Coors International Market Development, L.L.L.P., Coors Global Properties, Inc., Molson Coors International LP, CBC Holdco, Inc., MCBC International Holdco, Inc., Molson Coors International General, ULC, Coors International Holdco, ULC, Molson Coors Callco
2

ULC and any of the Company's future Subsidiaries or any one or combination of such Subsidiaries to the extent designated in accordance with Section 9.01(3) as a "Guarantor."
        "Guaranty" means each guaranty of the Guaranteed Obligations by a Guarantor as provided for in this Indenture.
        "Guaranty Agreement" means a supplemental indenture, in a form satisfactory to the Trustee, pursuant to which a Guarantor guarantees the Guaranteed Obligations on the terms provided for in this Indenture.
        "Holder" or "Securityholder" means the Person in whose name a Security is registered on the Registrar's books.
        "Indebtedness" means, with respect to any Person:
        (1)   indebtedness for money borrowed of such Person, whether outstanding on the date of this Indenture or thereafter incurred; and
        (2)   indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable.
        "Indenture" means this Indenture dated as of June [    ], 2007 among the Company, the Guarantors and the Trustee, as amended or supplemented from time to time.
        "interest" means, when used with reference to the Securities, any interest payable under the terms of the Securities, including Additional Interest, if any.
        "Interest Payment Date" means the dates specified in the Securities for the payment of any installment of interest on the Securities.
        "Issue Date" means the date on which the initial Securities are first issued.
        "Maturity," when used with respect to any Security or installment of principal thereof, means the date on which the principal of such Security or such installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration or otherwise.
        "Officer" means, with respect to any Person (other than the Trustee), the Chairman of the Board, the President, any Vice President, the Treasurer or the Secretary of such Person.
        "Officers' Certificate" means a certificate signed by two Officers of the Company.
        "Opinion of Counsel" means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.
        "Participant" means a Person who has an account with the Depositary.
        "Person" means any individual, company, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.
        "principal" of a Security means the principal of the Security payable on the Security which is due or overdue or is to become due at the relevant time.
        "SEC" means the United States Securities and Exchange Commission.
        "Security" or "Securities" means each security issued formally by the Company under this Indenture.
        "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as in effect from time to time.
3

        "Senior Indebtedness" means, with respect to any Person, Indebtedness of such Person, whether outstanding on the date of this Indenture or thereafter incurred unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are subordinate in right of payment to the Securities or the Guaranty, as the case may be; provided , however , that Senior Indebtedness shall not include:
        (1)   any Indebtedness of such Person owing to the Company or any affiliate of the Company; or
        (2)   any Indebtedness of such Person (and any accrued and unpaid interest in respect thereof) which is subordinate or junior in any respect to any other Indebtedness of such Person.
        "Significant Subsidiary" means any Subsidiary of the Company that would be a "Significant Subsidiary" within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.
        "Stated Maturity," when used with respect to any Security, means the date specified in such Security as the fixed date on which an amount equal to the principal amount of such Security is due and payable.
        "Subsidiary" means, with respect to any Person, any corporation, association, partnership or other business entity more than 50% of the outstanding Voting Stock of which at the time of determination is owned or cOntrolled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person.
        "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. sections 77aaa-77bbbb) as in effect on the date of this Indenture.
        "Trustee" means the party named as such in the first paragraph of this Indenture until a successor shall have become such pursuant to the applicable provisions of this Indenture, and, thereafter, means such successor.
        "Trust Officer" means, when used with respect to the Trustee, any managing director, director, vice president, assistant vice president, assistant treasurer, assistant secretary, associate or any other officer within the corporate trust department of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also shall mean, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge and familiarity with the particular subject.
        "U.S. Dollar," "U.S.$" and "$" means a dollar or other equivalent unit in such coin or currency of the United States as at the time shall be legal tender for the payment of public and private debt.
        "U.S. Government Obligations" means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer's option.
        "Voting Stock" of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, general partners or trustees thereof.
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        Section 1.02     Other Definitions.     

TERM
	 	Defined in
Section
	
"Additional Interest"	 	6.13	
"Additional Interest Notice"	 	4.06	
"Agent"	 	2.04	
"Bankruptcy Law"	 	6.01	
"Conversion Agent"	 	2.04	
"CUSIP"	 	2.14	
"Event of Default"	 	6.01	
"Guaranteed Obligations"	 	10.01	
"ISIN"	 	2.14	
"Paying Agent"	 	2.04	
"Registrar"	 	2.04	
"Retiring Trustee"	 	7.09	
"Service Agent"	 	2.04	
"Successor Company"	 	5.01	
        Section 1.03     Incorporation by Reference of Trust Indenture Act.     This Indenture is subject to the mandatory provisions of the TIA which are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings:
        "Commission" means the SEC;
        "indenture securities" means the Securities and the Guaranties;
        "indenture security holder" means a Securityholder;
        "indenture to be qualified" means this Indenture;
        "indenture trustee" or "institutional trustee" means the Trustee; and
        "obligor" on the indenture securities means the Company, the Guarantors and any other obligor on the indenture securities.
        All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.
        Section 1.04     Rules of Construction.     Unless the context otherwise requires:
        (1)   a term has the meaning assigned to it;
        (2)   an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;
        (3)   "or" is not exclusive;
        (4)   "including" means including without limitation;
        (5)   words in the singular include the plural and words in the plural include the singular;
        (6)   provisions apply to successive events and transactions; and
        (7)   references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time.
5

 
 ARTICLE II
The Securities
        Section 2.01     Amount Unlimited; Terms of Securities.     The aggregate principal amount of Securities that may be executed, authenticated and delivered under this Indenture is unlimited. All Securities shall be substantially identical except as provided in Section 2.15. At or prior to the issuance of any Securities, the following shall be established in one or more supplemental indentures hereto:
        (a)   the title of the Securities;
        (b)   the date or dates on which the principal of the Securities is payable;
        (c)   the rate or rates at which the Securities shall bear interest, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest, shall be payable, the record dates, for the determination of Holders thereof to whom such interest is payable, and the basis upon which such interest will be calculated;
        (d)   the place or places, if any, in addition to or instead of the Corporate Trust Office of the Trustee where the principal and interest with respect to the Securities shall be payable or the method of such payment, if by wire transfer, mail or other means;
        (e)   the terms and conditions upon which the Company shall be required to purchase the Securities at the option of a Holder thereof;
        (f)    the terms and conditions upon which the Securities will be convertible into the Company's common stock, including the initial conversion or exchange price or rate, the conversion or exchange period and any other additional provisions; and
        (g)   any other terms of Securities (which terms shall not be prohibited by, or inconsistent with, the provisions of this Indenture).
        Section 2.02     Form and Dating.     The form of the Securities and the corresponding Trustee's certificate of authentication shall be attached as an exhibit to a supplemental indenture hereto. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage.
        Section 2.03     Execution and Authentication.     One Officer of the Company shall sign the Securities for the Company by manual or facsimile signature.
        If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.
        The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the supplemental indenture hereto upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the date of its authentication.
        Prior to the issuance of Securities, the Trustee shall have received and (subject to Section 7.02) shall be fully protected in relying on: (a) one or more supplemental indentures hereto establishing the form of the Securities and the terms of the Securities, (b) an Officers' Certificate complying with Section 11.04, and (c) an Opinion of Counsel complying with Section 11.04.
        The Trustee may decline to authenticate and deliver any Securities: (a) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; or (b) if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors and/or
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vice-presidents shall determine that such action would expose the Trustee to personal liability to Holders of any then-outstanding Securities.
        The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or Service Agent.
        The Securities shall be issuable only in book-entry form without coupons and only in denominations of $1,000 principal amount and any integral multiple thereof.
        Section 2.04     Paying Agent, Registrar, Service Agent and Conversion Agent.     The Company shall maintain an office or agency in the Borough of Manhattan, the City and State of New York where the Securities may be presented or surrendered for payment ("Paying Agent"), where the Securities may be presented for registration of transfer or exchange ("Registrar"), where the Securities may be presented for conversion ("Conversion Agent") and where notices and demands to or upon the Company in respect of the Securities and this Indenture (not including, however, service of process) may be served ("Service Agent" and collectively with the Paying Agent, the Registrar and the Conversion Agent, the "Agents" and each, an "Agent"). The Trustee, as Registrar, shall keep a register with respect to the Securities and to their transfer and exchange. The Company shall give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent, Conversion Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent, Conversion Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands (other than service of process) may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.
        The Company may also from time to time designate one or more co-registrars, additional paying agents, additional conversion agents or additional service agents and may from time to time rescind such designations; provided , however , that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent, Conversion Agent and Service Agent as specified in this Section 2.04 for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term "Registrar" includes any co-registrar; the term "Paying Agent" includes any additional paying agent; the term "Conversion Agent" includes any additional conversion agent; and the term "Service Agent" includes any additional service agent.
        The Company hereby appoints the Trustee as the initial Registrar, Paying Agent, Conversion Agent and Service Agent for the Securities.
        Section 2.05     Paying Agent to Hold Money in Trust.     The Company shall require each Paying Agent, other than the Trustee, to agree in writing that the Paying Agent will hold in trust, for the benefit of Holders of the Securities, or the Trustee, all money held by the Paying Agent for the payment of principal of or interest on the Securities, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Holders of the Securities all money held by it as Paying Agent.
7

        Section 2.06     Securityholder Lists.     The Trustee, as Registrar, shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders of the Securities and shall otherwise comply with TIA section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee, in writing, at least five Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Holders of the Securities.
        Section 2.07     Transfer and Exchange.     When Securities are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Securities containing identical terms and provisions, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall issue and execute and the Trustee shall authenticate and deliver Securities at the Registrar's request. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company or Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Section 9.05).
        Section 2.08     Replacement Securities.     If any mutilated Security is surrendered to the Trustee, the Company shall issue and execute and, if the requirements of Section 8-405 of the New York Uniform Commercial Code, as in effect from time to time, are met and the Holder satisfies any other reasonable requirements of the Company or the Trustee, the Trustee shall authenticate and deliver in exchange therefor a new Security containing identical terms and provisions and of like tenor and principal amount and bearing a number not contemporaneously outstanding.
        If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of written notice to the Company or a Trust Officer of the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new Security containing identical terms and provisions and of like tenor and principal amount and bearing a number not contemporaneously outstanding.
        In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.
        Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.
        Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder.
        The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.
        Section 2.09     Outstanding Securities.     The Securities outstanding at any time are all the Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions
8

hereof and those described in this Section as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security.
        If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a bona fide purchaser.
        If the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of any thereof) has received on time from the Company and holds on the Maturity of Securities money sufficient to pay such Securities payable on that date, then on and after that date such Securities cease to be outstanding and interest on them ceases to accrue.
        Section 2.10     Temporary Securities.     Until Definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary Securities upon a Company Order. Temporary Securities shall be substantially in the form of Definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee upon request shall authenticate Definitive Securities of the same date of maturity in exchange for temporary Securities. Until so exchanged, temporary Securities shall have the same rights under this Indenture as the Definitive Securities.
        Section 2.11     Cancellation.     The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar, the Paying Agent and the Conversion Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for transfer, exchange, payment, replacement or cancellation and shall dispose of such canceled Securities according to its normal operating procedures (subject to the record retention requirements of the Exchange Act) and deliver a certificate of such destruction to the Company, unless the Company otherwise directs the Trustee to deliver canceled Securities to the Company. The Company may not issue new Securities to replace Securities that it has redeemed, paid or delivered to the Trustee for cancellation.
        Section 2.12     Defaulted Interest.     If the Company defaults in a payment of interest on the Securities, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the persons who are Holders of the Securities on a subsequent special record date. The Company shall fix such record date and payment date. At least 30 days before the record date, the Company shall mail, first class, to the Trustee and to each Holder of the Securities a notice that states the record date, the payment date and the amount of interest to be paid. The Company may pay defaulted interest in any other lawful manner.
        Section 2.13     Global Securities.     
        (a)     Issuance of Global Securities.     The Securities shall be initially evidenced by one or more Global Securities. Beneficial interests in a Global Security shall be represented through book-entry accounts, to be established and maintained by the Depositary.
        (b)     Transfer and Exchange.     Notwithstanding any provisions to the contrary contained in Section 2.07 of the Indenture and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.07 of the Indenture for Definitive Securities only if (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act or other applicable law, and, in either case, the Company fails to appoint a successor Depositary, (ii) the Company executes and delivers to the Trustee an Officers' Certificate to the effect that such Global Security shall be so exchangeable or (iii) an Event of Default shall have happened and be continuing. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities
9

registered in such names as the Depositary shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms.
        Except as provided in this Section 2.13(b), a Global Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary with the prior written consent of the Company.
        All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same continuing indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.
        (c)     Legend.     Any Global Security issued hereunder shall bear a legend in substantially the following form:
"THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER HEREOF"
        (d)     Acts of Holders.     (i) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.
         (ii)  The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such officer the execution thereof. Where such execution is by a signer acting in a capacity other than such signer's individual capacity, such certificate or affidavit shall also constitute sufficient proof of such signer's authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.
        (iii)  The ownership of Securities shall be proved by the register maintained by the Registrar.
10

        (iv)  Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.
         (v)  If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.
        The Depositary, as a Holder, may appoint agents and otherwise authorize Participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture.
        (e)     Payments.     Notwithstanding the other provisions of this Indenture, (i) payment of the principal of and interest on any Global Security shall be made by the Company or a Paying Agent to the Depositary or its nominee, as the case may be, as registered holder of the Global Security, and (ii) if an Event of Default specified in Section 6.01(1) or (2) shall have occurred and is continuing on a day on which payment with respect to the Securities is made, the Company or the Paying Agent, as the case may be, shall pay any such amounts to be paid to the Holders of such Securities (other than amounts received pursuant to Article VIII) ratably, without preference or priority of any kind. Payments on each Global Security shall be made by the Company or a Paying Agent either by check dated the applicable payment date and delivered to the Depositary or its nominee, as the case may be, two Business Days before the payment date or by wire transfer of immediately available funds by 12:00 p.m. on the payment date. As long as the Depositary or its nominee is the registered owner of a Global Security, the Depositary or its nominee, as the case may be, shall be considered the sole owner of the Global Security for the purposes of receiving payment on such Global Security. Payments on any Definitive Security shall be made by the Company or a Paying Agent either by check dated the applicable payment date and delivered at the office of the Paying Agent or at the Corporate Trust Office of the Trustee; provided , however , that at the option of the Company such payment may be made by check mailed to the address of the Person entitled thereto as such address appears in the Register; provided , further , that a Holder holding an aggregate principal amount of Definitive Securities in excess of $2,000,000 will be paid by wire transfer in immediately available funds at the election of such Holder if such Holder has provided wire transfer instructions to the Company (which the Company shall promptly forward to the Trustee and the Paying Agent) at least 10 Business Days prior to the payment date.
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        (f)     Consents, Declaration and Directions.     Except as provided in Section 2.13(e), the Company, the Trustee and each Paying Agent shall treat a person as the Holder of such principal amount of outstanding Securities represented by a Global Security as shall be specified in a written statement of the Depositary with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.
        Section 2.14     CUSIP Numbers.     The Company in issuing the Securities may use numbers assigned by the Committee on Uniform Securities Identification Procedures ("CUSIP") and corresponding International Securities Identification Numbers ("ISIN") (if then generally in use) and, if so, the Trustee shall use CUSIP numbers in any notices of redemption under any supplemental indenture hereto as a convenience to Holders; provided , however , that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Securities, and any such notice shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee of any change in the CUSIP or ISIN numbers.
        Section 2.15     Additional Securities.     
        (a)   The Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of any Holder, issue pursuant to this Indenture additional securities ("Additional Securities") that shall have terms and conditions and "CUSIP" numbers identical to those of the other outstanding Securities, except with respect to:
          (i)  the issue date;
         (ii)  the amount of interest payable on the first Interest Payment Date therefor;
        (iii)  the issue price; and
        (iv)  any Additional Interest payable as provided in Section 6.13,
Any Additional Securities and the Securities issued on the Issue Date shall be treated as a single class for all purposes and any such Additional Securities will vote on all matters as one class with the Securities issued on the Issue Date. For purposes of this Indenture, references to the Securities include Additional Securities, if any.
        (b)   With respect to any Additional Securities, the Company shall set forth in an Officers' Certificate pursuant to a resolution of the Board of Directors of the Company, copies of which will be delivered to the Trustee, the following information:
          (i)  the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to this Indenture; and
         (ii)  the issue date and the issue price of such Additional Securities; provided that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amended.
        In addition, the Company shall deliver to the Trustee an Opinion of Counsel in accordance with Section 11.04 hereof certifying as to the satisfaction of all conditions precedent to the authentication by the Trustee of such Additional Securities.
12

 
 ARTICLE III
Redemption
        Section 3.01     Redemption.     The Securities will not be subject to redemption at the option of the Company.
 
 ARTICLE IV
Covenants
        Section 4.01     Payment of Securities.     The Company covenants and agrees for the benefit of the Holders of the Securities that it shall promptly pay the principal of, interest on, and other amounts payable (if any) on the Securities on the dates and in the manner provided in the Securities and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent has received on time from the Company and holds in accordance with this Indenture money sufficient to pay all principal and interest then due.
        The Company shall pay interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.
        Payment of the principal of and interest on the Securities shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.
        Section 4.02     SEC Reports.     The Company shall file with the Trustee and the SEC, and transmit to Holders, such information, documents and other reports and such summaries thereof, as may be required pursuant to the TIA at the times and in the manner provided pursuant to the TIA; provided that any such information, documents or reports required to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act shall, unless such information, documents or reports are available on the SEC's EDGAR filing system (or any successor thereto), be filed with the Trustee within 15 days after the same is so required to be filed with the SEC.
        Section 4.03     Compliance Certificate.     The Company shall deliver to the Trustee within 120 days after the end of its respective fiscal year (and at least once in each 12 month period) and at any other reasonable time upon the demand of the Trustee an Officers' Certificate stating that in the course of the performance by the signers of their duties as Officers of the Company, they would normally have knowledge of any Default and that the Company has complied with all requirements contained in this Indenture that, if not complied with, would constitute a Default and whether or not the signers know of any Default that occurred during such period. If they do know of any Default, the certificate shall describe the Default, its status and what action the Company is taking or proposes to take with respect thereto. The Company also shall comply with section 314(a)(4) of the TIA.
        Section 4.04     Further Instruments and Acts.     Upon request of the Trustee, the Company shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.
        Section 4.05     Future Guarantors.     The Company shall cause each of its Subsidiaries that guarantees any Senior Indebtedness of the Company after the Issue Date to, at the same time, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Subsidiary will guarantee payment of the Securities on the same terms and conditions as those set forth in Article 10.
        Section 4.06     Additional Interest Notice.     In the event that the Company is required to pay Additional Interest to Holders of Securities pursuant to Section 6.13 hereof, the Company shall provide a direction or order in the form of a written notice (" Additional Interest Notice ") to the Trustee (and
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if the Trustee is not the Paying Agent, the Paying Agent) of the Company's obligation to pay Additional Interest no later than ten Business Days prior to the proposed payment date set for the payment of Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to be paid by the Company on such payment date and direct the Trustee (or, if the Trustee is not the Paying Agent, the Paying Agent) to make payment to the extent it receives funds from the Company to do so. The Trustee shall not at any time be under any duty or responsibility to any holder of Securities to determine whether Additional Interest is payable, or with respect to the nature, extent, or calculation of the amount of Additional Interest owed, or with respect to the method employed in such calculation of Additional Interest.
 
 ARTICLE V
Merger and Consolidation
        Section 5.01     When the Company or Guarantors May Merge or Transfer Assets.     (a) Neither the Company nor, unless otherwise permitted pursuant to Section 10.06 hereof, any of the Guarantors shall consolidate or amalgamate with or merge with or into, or sell, convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:
        (1)   (A) the resulting, surviving or transferee Person (the "Successor Company") shall be a Person organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, (B) the Successor Company (if not the Company) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Securities and this Indenture and (C) immediately after giving pro forma effect to such transaction, no Default shall have occurred and be continuing; and
        (2)   the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, sale or transfer and such supplemental indenture (if any) comply with this Indenture.
        For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.
        Upon any transaction in accordance with this Section 5.01(a), the Successor Company shall be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, and the predecessor Company, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Securities.
        (b)   The Company shall not permit any Guarantor to consolidate or amalgamate with or merge with or into, or sell, convey, transfer or lease, in one transaction or series of transactions, all or substantially all of its assets to any Person unless: (1) except upon the occurrence of one of the events referred to clause (i), (ii) or (iii) of Section 10.06, the resulting, surviving or transferee Person (if not such Guarantor) shall be a Person organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and such Person shall expressly assume all the obligations of such Guarantor, if any, under its Guaranty; (2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; and (3) the Company delivers to the Trustee an Officers' Certificate and an Opinion of
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Counsel, each stating that such consolidation, amalgamation, merger or transfer and such Guaranty Agreement, if any, complies with this Indenture.
 
 ARTICLE VI
Defaults and Remedies
        Section 6.01     Events of Default.     Each of the following constitutes an "Event of Default":
        (1)   the Company defaults in any payment of any installment of interest on any Security when the same becomes due and payable, and such default continues for a period of 30 days;
        (2)   the Company defaults in the payment of any installment of principal of any Security when the same becomes due and payable at its stated maturity, upon declaration of acceleration, notice of option to elect repayment or otherwise;
        (3)   the Company or any Guarantor fails to comply with any of its covenants in the Securities or this Indenture (other than those referred to in clause (1) or (2) above) and such failure continues for 90 days after the notice specified below;
        (4)   the payment of any Indebtedness of the Company, any Guarantor or any Significant Subsidiary in a principal amount exceeding $50,000,000 is accelerated as a result of the failure of the Company, such Guarantor or such Significant Subsidiary to perform any covenant or agreement applicable to such Indebtedness, which acceleration is not rescinded or annulled within 60 days after written notice thereof or is not paid when otherwise due after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness;
        (5)   the Company pursuant to or within the meaning of any Bankruptcy Law applicable to it:
        (A)  commences a voluntary case;
        (B)  consents to the entry of an order for relief against it in an involuntary case;
        (C)  consents to the appointment of a Custodian of it or for any substantial part of its property; or
        (D)  makes a general assignment for the benefit of its creditors;
or takes any comparable action under any foreign laws relating to insolvency and applicable to it; or
        (6)   a court of competent jurisdiction enters an order or decree under any Bankruptcy Law applicable to the Company that:
        (A)  is for relief against the Company in an involuntary case;
        (B)  appoints a Custodian of the Company or for any substantial part of its property; or
        (C)  orders the winding up or liquidation of the Company;
or any similar relief is granted under any foreign laws applicable to the Company and the order or decree remains unstayed and in effect for 60 days.
        The term "Bankruptcy Law" means Title 11, United States Code , or any similar United States federal or state law for the relief of debtors. The term "Custodian" means any receiver, interim receiver, receiver and manager, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.
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        A Default under clause (3) is not an Event of Default until the Trustee notifies, or the holders of at least 25% in principal amount of the outstanding Securities notify, the Company of the Default and the Company does not cure such Default within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a "Notice of Default."
        The Company shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers' Certificate of any event which with the giving of notice or the lapse of time would become an Event of Default under clause (3), its status and what action the Company is taking or proposes to take with respect thereto.
        Additional Events of Default may be provided for in any supplemental indenture hereto.
        Section 6.02     Acceleration.     If an Event of Default (other than an Event of Default specified in Section 6.01(5) or (6) and except as otherwise provided in Section 6.13) occurs and is continuing, the Trustee, in its discretion, by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities by notice to the Company and the Trustee, may declare the principal amount of, and accrued and unpaid interest on, all the Securities to be due and payable. If an Event of Default specified in Section 6.01(5) or (6) occurs and is continuing, the principal amount of and interest on all the outstanding Securities issued pursuant to this Indenture shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Securityholders. The Holders of a majority in principal amount of the Securities by written notice to the Trustee and the Company may rescind an acceleration of the Securities and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the principal amount of or interest on the Securities that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.
        Section 6.03     Other Remedies.     If an Event of Default occurs and is continuing, the Trustee may in its discretion pursue any available remedy to collect the payment of the principal amount of or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture.
        The Trustee may in its discretion maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.
        Section 6.04     Waiver of Past Defaults.     The Holders of a majority in principal amount of the outstanding Securities by notice to the Trustee may waive an existing Default and its consequences except (i) a Default in the payment of the principal amount of or interest on any Security, or (ii) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder of Securities affected. When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.
        Section 6.05     Control by Majority.     The Holders of a majority in principal amount of the outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder of Securities or that would expose the Trustee to personal liability; provided , however , that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior
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to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.
        Section 6.06     Limitation on Suits.     Except to enforce the right to receive payment of the principal amount of or interest on a Security when due, no Holder of a Security may pursue any remedy with respect to this Indenture or the Securities unless:
        (1)   the Holder gives to the Trustee written notice stating that an Event of Default is continuing;
        (2)   the Holders of at least 25% in principal amount of the outstanding Securities make a written request to the Trustee to pursue the remedy;
        (3)   such Holder or Holders offer to the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense;
        (4)   the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and
        (5)   the Holders of a majority in principal amount of the outstanding Securities do not give the Trustee a direction inconsistent with the request during such 60-day period.
        A Securityholder may not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another Securityholder.
        Section 6.07     Rights of Holders to Receive Payment.     Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of the principal amount of and interest on the Securities held by such Holder, on or after the respective due dates expressed in the Securities, or to bring suit for the enforcement of any payment with respect to the Securities, shall not be impaired or affected without the consent of such Holder.
        Section 6.08     Collection Suit by Trustee.     If an Event of Default specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.07.
        Section 6.09     Trustee May File Proofs of Claim.     The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Securityholders allowed in any judicial proceedings relative to the Company, its creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf of and as directed by the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07.
        Section 6.10     Priorities.     If the Trustee collects any money or property pursuant to this Article 6 (including Section 6.08) with respect to the Securities, it shall pay out the money or property in the following order:
        FIRST: to the Trustee for amounts due under Section 7.07;
        SECOND: to Securityholders for amounts due and unpaid on the Securities for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and
        THIRD: to the Company.
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        The Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section. At least 15 days before such record date, the Company shall mail to each Securityholder and the Trustee a notice that states the record date, the payment date and amount to be paid.
        Section 6.11     Undertaking for Costs.     In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the outstanding Securities.
        Section 6.12     Waiver of Stay or Extension Laws.     The Company (to the extent it may lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee or any Holder, but shall suffer and permit the execution of every such power as though no such law had been enacted.
        Section 6.13     Sole Remedy for Failure to Report.     Notwithstanding any other provision of this Indenture, the sole remedy of Holders under this Indenture for an Event of Default relating to the failure of the Company to comply with its obligations under Section 4.02 will for the 60 days after the occurrence of such an Event of Default consist exclusively of the right to receive additional interest ("Additional Interest") on the Securities at an annual rate equal to 0.25% of the aggregate principal amount of the Securities to and including the 60th day following the occurrence of such Event of Default and at an annual rate of 0.50% of the aggregate principal amount of the Securities from and including the 61st day following the occurrence of such Event of Default. In no event will Additional Interest under this Section accrue at a rate exceeding 0.50% per annum. Any such Additional Interest will be payable in the same manner and on the same dates as the stated interest payable on the Securities. Additional Interest will accrue on all outstanding Securities from and including the date on which an Event of Default relating to a failure to comply with Section 4.02 first occurs to, but not including, the 365th day thereafter (or, if applicable, the earlier date on which the Event of Default relating to a failure to comply with Section 4.02 shall have been cured or waived). If such Event of Default is continuing on the 365th day after an Event of Default relating to a failure to comply with Section 4.02 first occurs, the Securities will be subject to acceleration and other remedies as provided in this Article 6.
 
 ARTICLE VII
Trustee
        Section 7.01     Duties of Trustee.     (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person's own affairs.
        (b)   The Trustee (i) undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no other duties, covenants or obligations shall be implied or read into this Indenture otherwise or inferred against the Trustee; and (ii) in the absence of bad faith on its part, may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of
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this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.
        (c)   The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
        (1)   this paragraph does not limit the effect of paragraph (b) of this Section;
        (2)   the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and
        (3)   the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.
        (d)   Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.
        (e)   The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.
        (f)    Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.
        (g)   No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.
        (h)   Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and, where applicable by law to the Trustee, to the provisions of the TIA and other applicable law.
        (i)    In the exercise of the rights, powers and duties prescribed or conferred by the terms of this Indenture, the Trustee shall act honestly, in good faith and in a commercially reasonable manner and exercise that degree of care, diligence and skill that a reasonably prudent Person would exercise in comparable circumstances.
        Section 7.02     Rights of Trustee.     (a) The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.
        (b)   Before the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers' Certificate or Opinion of Counsel.
        (c)   The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.
        (d)   The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided , however , that the Trustee's conduct does not constitute willful misconduct or negligence.
        (e)   At the Company's expense, the Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
        (f)    The Trustee shall have the right to disclose any information disclosed or released to it if in the opinion of the Trustee, or its legal counsel, it is required to disclose under any applicable laws, court order or administrative directions. The Trustee shall not be responsible or liable to any party for any
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loss or damage arising out of or in any way sustained or incurred or in any way relating to such disclosure.
        (g)   Notwithstanding anything to the contrary which may be contained herein, the Trustee shall not have any obligation to exercise any discretion in the performance of its obligations hereunder and shall only be required to act upon the express written instructions of the Company or Securityholders as the case may be. If any provision of this Indenture imposes any obligation or determination to be taken or made by the Trustee and such provision does not expressly state who shall instruct or advise the Trustee, then such instruction or advice shall be required to be provided to the Trustee by Board Resolution.
        (h)   The Trustee and its Affiliates may buy, sell lend upon and deal in the Securities and generally contract and enter into financial transactions with the Company or otherwise, without being liable to account for any profits made thereby.
        Section 7.03     Individual Rights of Trustee.     The Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not the Trustee. Any Service Agent, Paying Agent, Conversion Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 7.10 and 7.11.
        Section 7.04     Trustee's Disclaimer.     The Trustee shall not be responsible for, nor does it make any representation as to, the validity or adequacy of this Indenture, the Securities or any offering materials, it shall not be accountable for the Company's use of the proceeds from the Securities, and it shall not be responsible for any statement of the Company in the Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustee's certificate of authentication.
        Section 7.05     Notice of Defaults.     If a Default occurs and is continuing and if it is actually known to the Trustee, the Trustee shall mail to each Securityholder notice of the Default within 90 days after it occurs. Except in the case of a Default in payment of principal of or interest on any Security (including payments pursuant to the purchase provisions of such Security, if any), the Trustee may withhold the notice if and so long as the Trustee in good faith determines that withholding the notice is in the best interests of Securityholders and so advises the Company in writing. Where notice of the occurrence of a Default is given by the Trustee and the Default is thereafter cured, notice that the Default is no longer continuing shall be given by the Trustee to the Securityholders within a reasonable time, but not exceeding 90 days, after the Default has been cured.
        Section 7.06     Reports by Trustee to Holders.     If required by section 313(a) of the TIA, as promptly as practicable after each May 15, beginning with May 15, 2007, and in any event prior to July 15 in each year, the Trustee shall mail to each Securityholder a brief report dated as of May 15 that complies with TIA section 313(a). The Trustee also shall comply with TIA section 313(b).
        A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each stock exchange (if any) on which the Securities are listed. The Company agrees to notify the Trustee promptly whenever the Securities become listed on any stock exchange and of any delisting thereof.
        Section 7.07     Compensation and Indemnity.     The Company shall pay to the Trustee from time to time reasonable compensation for its services or such compensation which they shall otherwise agree to in writing. Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it in connection with this Indenture or any matter relating to it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee's agents, counsel,
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accountants and experts. The Company shall indemnify the Trustee against any and all loss, liability or expense (including attorneys' fees) it may incur in connection with the administration of this trust and the performance of its duties hereunder. The Trustee shall notify the Company promptly of any matter for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. If a claim is brought against the Trustee, the Company shall defend the claim and the Trustee may have separate counsel and the Company shall pay the fees and expenses of such counsel. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee directly as a result of the Trustee's own willful misconduct, negligence or bad faith.
        In addition to and without limiting any other protection of the Trustee hereunder or otherwise by law, the Company shall indemnify and hold the Trustee, its officers, directors, employees, representatives and agents harmless from and against any and all liabilities, losses, claims, damages, penalties, actions, suits, demands, levies, costs, expenses and disbursements, including any and all reasonable legal and adviser fees and disbursements of whatever kind or nature which may at any time be suffered by, imposed on, incurred by or asserted against the Trustee, whether groundless or otherwise, howsoever arising from or out of any act, omission or error of the Trustee in connection with its acting as Trustee hereunder unless arising from the negligence, willful misconduct or breach of its duties as set forth in Section 7.01(i) on the part of the Trustee. Notwithstanding any other provision hereof, this indemnity shall survive the removal, or resignation of the Trustee, discharge of this Indenture and termination of any trust created hereby.
        To secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee other than money or property received from the Company and held in trust to pay principal of and interest on particular Securities.
        The Company's payment obligations pursuant to this Section shall survive the discharge of this Indenture. When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(5) or (6), the expenses are intended to constitute expenses of administration under the Bankruptcy Law.
        Section 7.08     Experts.     The Trustee may appoint such agents and employ or retain such counsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and shall not be responsible for any misconduct on the part of any of them. The Trustee may, at the expense of the Company, pay remuneration for all services performed for it in the discharge of the trusts hereof without taxation for costs or fees of any counsel, solicitor or attorney. The Trustee may act and rely and shall be protected in acting and relying on in good faith on the opinion or advice of or information obtained from any agent, counsel, accountant, engineer, appraiser or other expert or adviser, whether retained or employed by the Company, Securityholders or the Trustee, in relation to any matter arising in the performance of its duties under this Indenture.
        Section 7.09     Replacement of the Trustee.     The Trustee may resign at any time by so notifying the Company not less than 60 days prior to the effective date of such resignation. The Holders of a majority in principal amount of the outstanding Securities may remove the Trustee by so notifying the Trustee. The Company shall remove the Trustee if:
        (1)   the Trustee fails to comply with Section 7.11;
        (2)   the Trustee is adjudged bankrupt or insolvent;
        (3)   a receiver or other public officer takes charge of the Trustee or its property; or
        (4)   the Trustee otherwise becomes incapable of acting.
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        If the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the outstanding Securities or if a vacancy exists in the office of the Trustee for any reason (the Trustee in each such event being referred to herein as the "Retiring Trustee"), the Company shall promptly appoint a successor Trustee.
        A successor Trustee shall deliver a written acceptance of its appointment to the Retiring Trustee and to the Company. Thereupon the resignation or removal of the Retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. A successor Trustee shall mail a notice of its succession to the outstanding Securityholders. The Retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07.
        If a successor Trustee does not take office within 60 days after the Retiring Trustee resigns or is removed, the Retiring Trustee or the Holders of 10% in principal amount of the outstanding Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee.
        If the Trustee fails to comply with Section 7.11, any outstanding Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.
        Notwithstanding the replacement of the Trustee pursuant to this Section, the Company's obligations under Section 7.07 shall continue for the benefit of the Retiring Trustee.
        Section 7.10     Successor Trustee by Merger.     If the Trustee consolidates or amalgamates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.
        In case at the time such successor or successors by merger, conversion, amalgamation or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have.
        Section 7.11     Eligibility; Disqualification.     (a) The Trustee shall at all times satisfy the requirements of TIA section 310(a). The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA section 310(b); provided , however , that there shall be excluded from the operation of TIA section 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA section 310(b)(1) are met.
        (b)   The Trustee represents and warrants to the Company that at the date of the execution and delivery of this Indenture there exists no material conflict of interest in the Trustee's role as a fiduciary hereunder. If at any time a material conflict of interest (including a conflicting interest as defined in Section 310(b) of the TIA) exists in respect of any the Trustee's role as a fiduciary under this Indenture that is not eliminated within 90 days after the Trustee becomes aware that such a material conflict of interest exists, the Trustee shall resign from the trusts under this Indenture by giving notice in writing of such resignation and the nature of such conflict to the Company at least 21 days prior to the date upon which such resignation is to take effect, and shall on such date be discharged from all further duties and liabilities hereunder. The validity and enforceability of this Indenture and any Securities
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shall not be affected in any manner whatsoever by reason only of the existence of a material conflict of interest of the Trustee.
        Section 7.12     Preferential Collection of Claims Against Company.     The Trustee shall comply with TIA section 311(a), excluding any creditor relationship listed in TIA section 311(b). The Trustee who has resigned or been removed shall be subject to TIA section 311(a) to the extent indicated.
        Section 7.13     Securityholder List.     A Securityholder may, upon payment to the Trustee of a reasonable fee and subject to compliance with any applicable requirement of the TIA, require the Trustee to furnish within 10 days after delivering the affidavit or statutory declaration referred to below, a list setting out (i) the name and address of every registered Securityholder, (ii) the aggregate principal amount of Securities owned by each registered Securityholder and (iii) the aggregate principal amount of outstanding Securities, each as shown on the records of the Trustee on the day that the affidavit or statutory declaration is delivered to the Trustee. The affidavit or statutory declaration, as the case may be, shall contain (1) the name, address and occupation of the requesting Securityholder, (2) where the requesting Securityholder is a corporation, its name and address for service and (3) a statement that the list will not be used except in connection with an effort to influence the voting of the Securityholders, an offer to acquire Securities or any other matter relating to the Securities or the affairs of the Company. Where the requesting Securityholder is a corporation, the affidavit or statutory declaration shall be made by a director or officer of the Securityholder.
        Section 7.14     Initial Appointment of Trustee.     The Company hereby appoints Deutsche Bank Trust Company Americas as the initial Trustee, and Deutsche Bank Trust Company Americas hereby accepts such appointment.
 
 ARTICLE VIII
Discharge of Indenture; Defeasance
        Section 8.01     Discharge of Liability on Securities; Defeasance.     (a) When (1) the Company delivers to the Trustee all outstanding Securities (other than Securities replaced pursuant to Section 2.08) for cancellation or (2) all outstanding Securities have become due and payable and the Company irrevocably deposits with the Trustee funds sufficient to pay all outstanding principal and other amounts, if any, payable on the Securities, including interest thereon to maturity (other than Securities replaced pursuant to Section 2.08), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company.
        (b)   When all outstanding Securities will become due and payable at their scheduled maturity within one year and the Company irrevocably deposits with the Trustee funds sufficient to pay all outstanding principal and other amounts, if any, payable on the Securities, including interest thereon to maturity (other than Securities replaced pursuant to Section 2.08), and if the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect.
        Upon satisfaction of the conditions set forth herein and upon request of the Company, the Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates, subject to Section 8.06.
        (c)   Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07 and 7.08 and in this Article 8 and to convert or purchase the Securities pursuant to the terms of any supplemental indenture hereto shall survive until all the Securities have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.
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        (d)   The Company may exercise its option under Section 8.01(b) only
        (1)   if the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations for the payment of principal of and interest on, all the Securities to maturity or due date of such payments in accordance with this Indenture and the Securities;
        (2)   the Company delivers to the Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations, plus any deposited money without investment will provide Cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Securities to maturity or due date of such payments in accordance with this Indenture and the Securities;
        (3)   123 days pass after the deposit is made and during the 123-day period no Default specified in Sections 6.01(5) or 6.01(6) occurs which is continuing at the end of the 123-day period;
        (4)   the deposit does not constitute a default under any other agreement binding on the Company;
        (5)   the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or if it does so constitute, is qualified as, a regulated investment company under the Investment Company Act of 1940;
        (6)   the Company shall have delivered to the Trustee (i) an Opinion of Counsel stating that since the date of this Indenture there has been a change in the applicable United States federal income tax law, or a ruling published by the United States Internal Revenue Service, and under such change in the applicable United States federal income tax law or ruling, defeasance and discharge will not result in, or be deemed to result in, a taxable event or any withholding tax with respect to the Securityholders; and
the Company delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the discharge of the Securities as contemplated by this Article 8 have been complied with.
        Section 8.02     Defeasance.     The Securities shall not be subject to covenant defeasance.
        Section 8.03     Application of Trust Money.     (a) The Trustee shall hold in trust any money or U.S. Government Obligations deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Securities.
        (b)   During the term of this Indenture, the Trustee shall not have an obligation to invest or reinvest any money, U.S. Government Obligations or other securities deposited or received hereunder, except as specifically directed by the Company in writing. Any interest or other income received on such U.S. Government Obligations or other securities deposited or received hereunder, or from investment and reinvestment of the money, U.S. Government Obligations or other securities deposited or received hereunder shall become part of the property held hereunder and any losses incurred on such investment and reinvestment of such property shall be debited against the property held hereunder.
        Section 8.04     Repayment to Company.     The Trustee and the Paying Agent shall promptly turn over to the Company upon request any excess money or securities held by them at any time.
        Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Securityholders entitled to the money must look to the Company for payment as general creditors.
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        Section 8.05     Indemnity for Government Obligations.     The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited money, U.S. Government Obligations or the principal and interest received on such money or U.S. Government Obligations.
        Section 8.06     Reinstatement.     If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the Securities and the Guarantors' obligations under their respective Guaranties shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or Paying Agent are permitted to apply all such money or U.S. Government Obligations in accordance with this Article 8; provided , however , that, if the Company has made any payment of interest on or principal of any Securities because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations deposited with and held by the Trustee or Paying Agent.
 
 ARTICLE IX
Amendments
        Section 9.01     Without Consent of Holders.     The Company, the Guarantors and the Trustee may amend or supplement this Indenture or the Securities without notice to or consent of any Securityholder:
        (1)   to cure any ambiguity, omission, defect or inconsistency in this Indenture in a manner that does not adversely affect the rights of any Holder;
        (2)   to comply with Article 5;
        (3)   to add guaranties with respect to the Securities, including adding additional Guarantors, or to secure the Securities;
        (4)   to add to the covenants of the Company or any Guarantor for the benefit of the Holders of the Securities, to add Events of Default or to surrender any right or power herein conferred upon the Company or any Guarantor;
        (5)   to comply with any requirement of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA;
        (6)   to make any change that does not adversely affect the rights of any Securityholder; provided that any amendment or supplement that is made solely to conform the provisions of this Indenture and the Securities to the description thereof contained in the Company's prospectus relating to the Securities dated June [    ], 2007 will be deemed not to adversely affect the rights of any Securityholder;
        (7)   to evidence the acceptance of appointment of a successor or separate Trustee;
        (8)   to evidence and provide for the acceptance of appointment by a successor or separate Trustee and to add to or change any of the provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the administration of this Indenture by additional Trustee;
        (9)   to establish the form or terms of Securities pursuant to Article 2 and to change the procedures for transferring and exchanging Securities so long as such change does not adversely affect the holders of any outstanding Securities (except as required by applicable securities laws); or
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        (10) to provide for the issuance of Additional Securities as permitted by Section 2.15, which will have terms substantially identical to the other outstanding Securities except as specified in Section 2.15, and which will be treated, together with any other outstanding Securities, as a single issue of securities.
        In addition, the Company, the Guarantors and the Trustee may, without notice to or consent of any Securityholder, enter into the first supplemental indenture hereto in the form attached hereto as Annex A.
        After an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.
        Section 9.02     With Consent of Holders.     The Company, the Guarantors and the Trustee may amend this Indenture or the Securities with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Securityholder affected thereby, an amendment may not:
        (1)   change the stated maturity of the principal of, or the date any installment of interest is due on, any Security;
        (2)   reduce the principal amount of, or interest on, any Security;
        (3)   reduce the amount of principal payable upon acceleration of the maturity of any Security;
        (4)   change the place or currency of payment of principal of, or interest on, any Security;
        (5)   impair the right to institute suit for the enforcement of any payment on, or with respect to, any Security;
        (6)   reduce the percentage of the aggregate principal amount of the outstanding Securities whose Holders must consent to a modification or amendment;
        (7)   reduce the percentage of the aggregate principal amount of the outstanding Securities required under Sections 6.04 and 6.05 hereof; and
        (8)   modify any of the provisions of this Section or Section 9.04, except to increase any such percentage or to provide that certain provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby.
        It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.
        After an amendment under this Section becomes effective, the Company shall mail to all affected Securityholders a notice briefly describing such amendment. The failure to give such notice to all such Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section. Every amendment to this Indenture or the Securities shall be set forth in a supplemental indenture.
        Section 9.03     Compliance with Trust Indenture Act.     Every amendment to this Indenture or the Securities shall comply with the TIA as then in effect and otherwise with applicable law.
        Section 9.04     Revocation and Effect of Consents and Waivers.     A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder's Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or
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subsequent Holder may revoke the consent or waiver as to such Holder's Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Securityholder. An amendment or waiver becomes effective upon the execution of such amendment or waiver by the Trustee.
        The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent, to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.
        Section 9.05     Notation on or Exchange of Securities.     If an amendment changes the terms of a Security, the Trustee may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Security shall issue and execute and the Trustee shall authenticate and deliver a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue, execute, authenticate or deliver a new Security shall not affect the validity of such amendment.
        Section 9.06     Trustee To Sign Amendments.     The Trustee shall sign any amendment, consent or waiver authorized pursuant to this Article 9 if the amendment consent or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment, consent or waiver, the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel stating that such amendment consent or waiver is authorized or permitted by this Indenture.
        Section 9.07     Payment for Consent.     Neither the Company nor any Affiliate of the Company shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or any Guaranty or the Securities unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.
 
 ARTICLE X
Guaranties
        Section 10.01     Guaranties.     Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder of Securities and to the Trustee and its successors and assigns (a) the full and punctual payment of all of the principal of, and interest on, the Securities when due, whether at maturity, by acceleration or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation.
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        In addition, each Guarantor waives (1) presentation to, demand of, payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment and (2) notice of any default under the Securities or the Guaranteed Obligations, and agrees that the Holders of the Securities may exercise their rights of enforcement under its Guaranty without first exercising their rights of enforcement directly against the Company. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or the Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such Guarantor.
        Each Guarantor further agrees that its Guaranty constitutes a guaranty of payment, performance and compliance when due (and not a guaranty of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations.
        Except as expressly set forth in Sections 10.02 and 10.06, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity.
        Each Guarantor further agrees that its Guaranteed Obligations herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, or interest on, any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise.
        In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of, or interest on, any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in Cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustee.
        Each Guarantor agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of such Guarantor's Guaranty herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article 6, such Guaranteed
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Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section.
        Each Guarantor also agrees to pay any and all costs and expenses (including reasonable fees and expenses of attorneys and other agents) incurred by the Trustee or any Holder in enforcing any rights under this Section.
        Section 10.02     Limitation on Liability.     Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations by any Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.
        Section 10.03     Successors and Assigns.     This Article 10 shall be binding upon each Guarantor so providing a Guaranty and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.
        Section 10.04     No Waiver.     Neither a failure nor a delay on the part of the Trustee or the Holders in exercising any right, power or privilege under this Article 10 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which they may have under this Article 10 or this Indenture at law, in equity, by statute or otherwise.
        Section 10.05     Modification.     No modification, amendment or waiver of any provision of this Article 10, nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances.
        Section 10.06     Release of Guarantor.     Upon (i) the sale or other disposition (including by way of consolidation, amalgamation or merger), in one transaction or a series of related transactions, of a majority of the total voting power of the capital stock or other interests of a Guarantor or (ii) the sale or other disposition of all or substantially all the assets of such Guarantor or if (iii) at any time when no Default has occurred and is continuing, such Guarantor no longer guarantees any other debt of the Company or any other Guarantor, such Guarantor shall be deemed released from all obligations under this Article 10 without any further action required on the part of the Trustee or any Holder; provided , however , that, in each of cases (i) and (ii) above, such sale or disposition is to a Person other than the Company or any of its Affiliates. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release.
        Section 10.07     Contribution.     Each Guarantor that makes a payment under its Guaranty shall be entitled upon payment in full of all Guaranteed Obligations to a contribution from each other Guarantor so providing a Guaranty in an amount equal to such other Guarantor's pro rata portion of such payment based on the respective net assets of all the Guarantors so providing a Guaranty at the time of such payment determined in accordance with GAAP.
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 ARTICLE XI
Miscellaneous
        Section 11.01     Trust Indenture Act Controls.     If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA or otherwise by applicable law, the required provision shall control.
        Section 11.02     Notices.     Any notice or communication shall be in writing and delivered in person or mailed by first-class mail addressed as follows:
        if to the Company or any Guarantor:
Molson Coors Brewing Company
1225 17 th Street, Suite 3200
Denver, Colorado 80202
Attention: Chief Legal Officer
Facsimile: (303) 279-6565
        if to the Trustee:
Deutsche Bank Trust Company Americas
60 Wall Street, 27th Floor—MS NYC60-2710
New York, New York 10005
Attention: Trust & Securities Services
        with copy to:
Deutsche Bank National Trust Company
25 DeForest Avenue
Summit, New Jersey 07901
Attn: Irina Golovashchuk
Tel: 908-608-3162
Fax: 732-578-4635
        The Company, any Guarantor or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.
        Any notice or communication mailed to a Securityholder shall be mailed to the Securityholder at the Securityholder's address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.
        Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.
        Section 11.03     Communication by Holders with Other Holders.     Securityholders may communicate pursuant to TIA section 312(b) with other Securityholders with respect to their rights under this Indenture or the Securities. The Company, any Guarantor, the Trustee, the Registrar and anyone else shall have the protection of TIA section 312(c).
        Section 11.04     Certificate and Opinion as to Conditions Precedent.     Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee:
        (1)   an Officers' Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and
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        (2)   an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.
        Section 11.05     Statements Required in Certificate or Opinion.     Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:
        (1)   a statement that the individual making such certificate or opinion has read and understands such covenant or condition;
        (2)   a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
        (3)   a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and
        (4)   a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.
        Section 11.06     When Securities Disregarded.     In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded. Also, subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination.
        Section 11.07     Rules by Trustee, Paying Agent and Registrar.     The Trustee may make reasonable rules for action by or a meeting of Securityholders; provided that Securityholders representing a majority of the outstanding principal amount of the Securities shall be entitled to direct the Trustee to call such a meeting. The Registrar, the Paying Agent and the Conversion Agent may make reasonable rules for their functions.
        Section 11.08     Business Days.     If a payment date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no interest shall accrue for the intervening period. If a regular record date is not a Business Day, the record date shall not be affected.
        Section 11.09     Governing Law.     This Indenture and the Securities shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.
        Section 11.10     No Recourse Against Others.     A director, officer, employee or stockholder, as such, of the Company or any Guarantor shall not have any liability for any obligations of the Company under the Securities or this Indenture or of such Guarantor under its Guaranty or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release shall be part of the consideration for the issue of the Securities.
        Section 11.11     Successors.     All agreements of the Company and the Guarantors in this Indenture and the Securities shall bind their respective successors. All agreements of the Trustee in this Indenture shall bind its successors.
        Section 11.12     Multiple Originals.     The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.
31

        Section 11.13     Table of Contents; Headings.     The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.
        Section 11.14     Language of Notices, Etc.     Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the company of publication, or unless otherwise required by applicable law.
        Section 11.15     Submission to Jurisdiction.     Each of the Company and the Guarantors (i) submits for itself and its property in any legal action or proceeding relating to this Indenture, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts, waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the address of the Authorized Agent it at its address set forth above at such other address of which the Trustee shall have been notified pursuant thereto; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.
        Section 11.16     Patriot Act.     The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act the Trustee, like all financial institutions, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with Deutsche Bank Trust Company Americas. The parties to this Indenture agree that they will provide the Trustee with such information as it may reasonably request in order for the Trustee to satisfy the requirements of the USA Patriot Act.
32

        IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

 	 	MOLSON COORS BREWING COMPANY	

 	
By:	

 	 	 	Name:	 	
 	 	 	Title:	 	

 	
GUARANTORS:	

 	
MOLSON COORS CAPITAL FINANCE ULC	

 	
By:	

 	 	 	Name:	 	
 	 	 	Title:	 	

 	
COORS BREWING COMPANY	

 	
By:	
	
 	 	 	Name:	 	
 	 	 	Title:	 	

 	
COORS DISTRIBUTING COMPANY	

 	
By:	
	
 	 	 	Name:	 	
 	 	 	Title:	 	

 	
CBC HOLDCO, INC.	

 	
By:	

 	 	 	Name:	 	
 	 	 	Title:	 	

 	 	MCBC INTERNATIONAL HOLDCO, INC.	

 	
By:	

 	 	 	Name:	 	
 	 	 	Title:	 	

 	 	MOLSON COORS INTERNATIONAL LP	

 	
By:	
MOLSON COORS INTERNATIONAL
GENERAL, ULC
Its General Partner	

 	
 	
By:	

 	 	 	 	Name:	 	
 	 	 	 	Title:	 	

 	
MOLSON COORS INTERNATIONAL GENERAL, ULC	

 	
By:	

 	 	 	Name:	 	
 	 	 	Title:	 	

 	
COORS INTERNATIONAL HOLDCO, ULC	

 	
By:	

 	 	 	Name:	 	
 	 	 	Title:	 	

 	
MOLSON COORS CALLCO ULC	

 	
By:	

 	 	 	Name:	 	
 	 	 	Title:	 	

  	 	COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P.	

 	
By:	
COORS GLOBAL PROPERTIES, INC.,
Its General Partner	

 	
 	
By:	

 	 	 	 	Name:	 	
 	 	 	 	Title:	 	

 	
COORS GLOBAL PROPERTIES, INC.	

 	
By:	

 	 	 	Name:	 	
 	 	 	Title:	 	

 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee	

 	
By:	

 	 	 	Name:	 	
 	 	 	Title:	 	

 	
By:	

 	 	 	Name:	 	
 	 	 	Title:	 	

QuickLinks
 Molson Coors Brewing Company, as Issuer; The Guarantors Named Herein, as Guarantors; and Deutsche Bank Trust Company Americas, as Trustee INDENTURE Dated as of June [ ], 2007
 CROSS-REFERENCE TABLE
 TABLE OF CONTENTS
 ARTICLE I Definitions and Incorporation by Reference
ARTICLE II The Securities
ARTICLE III Redemption
ARTICLE IV Covenants
ARTICLE V Merger and Consolidation
ARTICLE VI Defaults and Remedies
 ARTICLE VII Trustee
ARTICLE VIII Discharge of Indenture; Defeasance
ARTICLE IX Amendments
ARTICLE X Guaranties
ARTICLE XI Miscellaneous
 
QuickLinks -- Click here to rapidly navigate through this document 
Exhibit 4.27
 
 FIRST SUPPLEMENTAL INDENTURE

DATED AS OF JUNE [    ], 2007

to

INDENTURE

dated as of June [    ], 2007

among

MOLSON COORS BREWING COMPANY,

as Issuer

THE GUARANTORS NAMED THEREIN,

as Guarantors

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee

 
 TABLE OF CONTENTS

 	 	 	 	Page
	
ARTICLE I
DEFINITIONS	

Section 1.01.	
 	
Definitions	
 	
2	

Section 1.02.	
 	
Other Definitions	
 	
6	

ARTICLE II
DESIGNATION AND TERMS OF THE SECURITIES	

Section 2.01.	
 	
Title and Aggregate Principal Amount	
 	
6	

Section 2.02.	
 	
Execution and Authentication	
 	
6	

Section 2.03.	
 	
Form of the Securities	
 	
6	

Section 2.04.	
 	
Maturity and Interest Payments	
 	
7	

Section 2.05.	
 	
Transfer and Exchange	
 	
7	

ARTICLE III
PURCHASE OF SECURITIES UPON FUNDAMENTAL CHANGE	

Section 3.01.	
 	
Purchase of Securities at Option of the Holder Upon Fundamental Change	
 	
7	

Section 3.02.	
 	
Effect of Fundamental Change Purchase Notice	
 	
10	

Section 3.03.	
 	
Deposit of Fundamental Change Purchase Price	
 	
11	

Section 3.04.	
 	
Securities Purchased in Part	
 	
11	

Section 3.05.	
 	
Compliance with Securities Laws Upon Purchase of Securities	
 	
11	

Section 3.06.	
 	
No Fundamental Change Purchase Following Acceleration	
 	
12	

Section 3.07.	
 	
Trustee's Fundamental Change Purchase Disclaimer	
 	
12	

ARTICLE IV
CONVERSION OF SECURITIES	

Section 4.01.	
 	
Conversion Privilege	
 	
12	

Section 4.02.	
 	
Conversion Procedure	
 	
14	

Section 4.03.	
 	
Fractional Shares	
 	
15	

Section 4.04.	
 	
Taxes on Conversion	
 	
15	

Section 4.05.	
 	
Payment Upon Conversion	
 	
15	

Section 4.06.	
 	
Adjustment of Conversion Price	
 	
17	

Section 4.07.	
 	
No Adjustment	
 	
21	

Section 4.08.	
 	
Adjustment for Tax Purposes	
 	
22	

Section 4.09.	
 	
Temporary Reduction of Conversion Price	
 	
22	

Section 4.10.	
 	
Notice of Certain Transactions	
 	
22	

Section 4.11.	
 	
Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege	
 	
22	

i

 

Section 4.12.	
 	
Disclaimer	
 	
23	

Section 4.13.	
 	
Additional Shares	
 	
24	

Section 4.14.	
 	
Limitation on Adjustments	
 	
25	

ARTICLE V
DEFAULT AND REMEDIES	

Section 5.01.	
 	
Events of Default	
 	
25	

Section 5.02.	
 	
Amendment and Waiver of Past Defaults	
 	
26	

ARTICLE VI
MISCELLANEOUS	

Section 6.01.	
 	
Ratification of Original Indenture: Supplemental Indentures Part of Original Indenture	
 	
26	

Section 6.02.	
 	
Concerning the Trustee	
 	
26	

Section 6.03.	
 	
Counterparts	
 	
26	

Section 6.04.	
 	
Governing Law	
 	
26	

Schedule 4.13	
 	
Additional Shares	
 	
Sch-1	
Exhibit A	 	Form of Security	 	A-1	
ii

        FIRST SUPPLEMENTAL INDENTURE, dated as of June [    ], 2007 (this " First Supplemental Indenture "), to the Indenture dated as of June [    ], 2007 (the " Original Indenture "), among Molson Coors Brewing Company, a Delaware corporation (the " Company "), Coors Brewing Company, a Colorado corporation, Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company, Coors Distributing Company, a Colorado corporation, Coors International Market Development, L.L.L.P., a Colorado limited liability limited partnership, Coors Global Properties, Inc., a Colorado corporation, Molson Coors International LP, a Delaware limited partnership, CBC Holdco, Inc., a Colorado corporation, MCBC International Holdco, Inc., a Colorado corporation, Molson Coors International General, ULC, a Nova Scotia unlimited liability company, Coors International Holdco, ULC, a Nova Scotia unlimited liability company, Molson Coors Callco ULC, a Nova Scotia unlimited liability company (collectively, the " Guarantors "), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (the " Trustee ").
        WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered the Original Indenture to provide for the issuance from time to time of the Securities (as defined in the Original Indenture);
        WHEREAS, Section 9.01 of the Original Indenture provides that the Company and the Trustee may enter into this First Supplemental Indenture;
        WHEREAS, the Company desires the issuance of the Securities and has requested the Trustee to enter into this First Supplemental Indenture for the purpose of establishing additional provisions regarding the designation, form, terms and conditions of the Securities;
        WHEREAS, the Company has duly authorized the creation of the Securities and their designation as its [    ]% Convertible Senior Notes due July 30, 2013;
        WHEREAS, each Guarantor has duly authorized its guarantee hereunder; and
        WHEREAS, all action on the part of the Company and the Guarantors necessary to authorize the issuance of the Securities under the Original Indenture and this First Supplemental Indenture (the Original Indenture, as supplemented by this First Supplemental Indenture, being hereinafter called the " Indenture ") has been duly taken.

        NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
        That, in order to establish additional provisions regarding the designation, form, terms and conditions of, and to authorize the authentication and delivery of, the Securities, and in consideration of the acceptance of the Securities by the Holders thereof and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
Definitions
        Section 1.01.     Definitions.     
        (a)   Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Original Indenture.
        (b)   The rules of interpretation set forth in the Original Indenture shall be applied hereto as if set forth in full herein.
        (c)   For all purposes of this First Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following respective meanings (such meanings shall apply equally to both the singular and plural forms of the respective terms):
        " Applicable Procedures " means, with respect to any transfer or exchange of beneficial ownership interests in a Global Security, the rules and procedures of the Depositary, in each case to the extent applicable to such transfer or exchange.
        " Closing Sale Price " of the Class B Common Stock means, as of any date of determination, the closing per share sale price (or, if no such closing sale price is reported on such day, the average of the bid and asked prices or, if more than one in either case, the average of the average bid and the average asked prices) at 4:00 p.m. (New York City time) on such date as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Class B Common Stock is traded or, if the Class B Common Stock is not listed on a U.S. national or regional securities exchange, as reported by the National Quotation Bureau Incorporated.
        " Class A Common Stock " means the Class A common stock of the Company, par value $0.01 per share, as it exists on the date of this First Supplemental Indenture and any shares of any class or classes of Capital Stock of the Company resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which are not subject to redemption by the Company.
        " Class B Common Stock " means the Class B common stock of the Company, par value $0.01 per share, as it exists on the date of this First Supplemental Indenture and any shares of any class or classes of Capital Stock of the Company resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which are not subject to redemption by the Company; provided , however , that, if at any time there shall be more than one such resulting class, the shares of each such class then so issuable on conversion of the Securities shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.
2

        " Capital Stock " of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, but excluding any debt securities convertible into such equity.
        " Continuing Directors " means, as of any date of determination, any member of the Board of Directors who (a) was a member of the Board of Directors as of the date hereof or (b) was nominated for election by the nominating committee or nominating subcommittee of the Board of Directors in accordance with the Company's Restated Certificate of Incorporation or was elected to the Board of Directors with the approval of a majority of the Continuing Directors who were members of the Board of Directors at the time of such nomination or election.
        " Conversion Rate " means, as of any date of determination, an amount equal to $1,000 divided by the then applicable Conversion Price on such date. As of the date hereof and subject to adjustment pursuant to Section 4.06, the Conversion Rate with respect to the Securities is approximately [    ] shares of Class B Common Stock, rounded to the nearest 1 / 10 ,000th of a share, for each $1,000 principal amount of the Securities.
        " Conversion Value " of a Security means, as of any date of determination, the product of the Closing Sale Price of the Class B Common Stock on such date multiplied by the then current Conversion Rate of such Security on such date.
        " Coors Family Group " means:
          (i)  individuals who are descendents of the late Adolph Coors, including adopted issue and issue born out of wedlock of any such individuals, as well as spouses and former spouses (including widows and widowers), whether or not lawfully married, of any of such individuals and spouses, former spouses (including widows and widowers) and descendents of such spouses or former spouses (including widows and widowers) (the " Coors Family Members ");
         (ii)  estates of any Coors Family Members;
        (iii)  trusts for which the principal beneficiaries are one or more of the Coors Family Members;
        (iv)  any corporation, limited liability company, or partnership or similar entity directly or indirectly under the control of one or more of the foregoing;
         (v)  any corporation, limited liability company, or partnership or similar entity controlled by one of the foregoing;
        (vi)  any corporation or trust with a charitable, scientific, religious or educational purpose described in Section 501(c)(3) of the Internal Revenue Code, with respect to which the Coors Family Members comprise not less than 40% of the directors, trustees or persons carrying out a similar function, as applicable; and
       (vii)  any foundation or charitable organization, not less than 40% of the trustees, governors or persons carrying out a similar function of which are Coors Family Members.
        " Coors Family Group Beneficiaries " means the Adolph Coors, Jr. Trust dated September 12, 1969 and members of the Coors Family Group.
        " 'ex' date ," when used with respect to any dividend or distribution, means the first date on which the Class B Common Stock trades, regular way, on the relevant exchange or in the relevant market from which the Closing Sale Price was obtained without the right to receive such dividend or distribution.
        " Final Maturity Date " means July 30, 2013.
3

        " Initial Issue Date " means June [    ], 2007.
        " Market Disruption Event " means the occurrence or existence for more than one half hour period in the aggregate on any Scheduled Trading Day for the Class B Common Stock of any suspension or limitation imposed on trading, by reason of movements in price exceeding limits permitted by the New York Stock Exchange or otherwise, in the Class B Common Stock or in any options, contracts or future contracts relating to the Class B Common Stock, and such suspension or limitation occurs or exists at any time before 1:00 p.m. (New York City time) on such day.
        " Molson Family Group " means:
          (i)  individuals who are descendents of the late Thomas H.P. Molson of Montreal, who passed away on or about April 4, 1978, including adopted issue and issue born out of wedlock of any such individuals, as well as spouses and former spouses (including widows and widowers), whether or not lawfully married, of any of such individuals and spouses, former spouses (including widows and widowers) and descendents of such spouses or former spouses (including widows and widowers) (the " Molson Family Member s");
         (ii)  estates of Thomas Molson and any Molson Family Members;
        (iii)  trusts for which the principal beneficiaries are one or more of the Molson Family Members;
        (iv)  any corporation, limited liability company, or partnership or similar entity directly or indirectly under the control of one or more of the foregoing;
         (v)  any corporation, limited liability company, or partnership or similar entity controlled by one of the foregoing;
        (vi)  any corporation with charitable, scientific, religious or educational objects or any trust the beneficiaries of which are charities, with respect to which the Molson Family Members comprise not less than 40% of the directors, trustees or persons carrying out a similar function, as applicable; and
       (vii)  any foundation or charitable organization, not less than 40% of the trustees, governors or persons carrying out a similar function of which are Molson Family Members, including, without limitation, The Molson Foundation and The Molson Companies Donation Fund.
        " Molson Family Group Beneficiaries " means Pentland Securities (1981) Inc. and members of the Molson Family Group.
        " Permitted Parties " means any of the Coors Family Group Beneficiaries or the Molson Family Group Beneficiaries.
        " Qualifying Fundamental Change " means any Change in Control included in clause (i), (ii) or (iii) of the definition of Change in Control, excluding any merger, consolidation, assignment, conveyance, sale, transfer, lease or other disposition otherwise constituting a Change in Control in respect of which at least 90% of the consideration paid for the Class B Common Stock in that transaction, excluding Cash payments for fractional shares and Cash payments made pursuant to dissenters' appraisal rights, consists of shares of common stock traded on the New York Stock Exchange or another U.S. national securities exchange, or will be so traded immediately following the merger or consolidation, and, as a result of the merger or consolidation, the Securities become convertible into such shares of such common stock.
        " Residual Amount " means the total of the Daily Net Share Settlement Values for the 25 Trading Days within the Conversion Period.
4

        " Scheduled Trading Day " means any day on which the New York Stock Exchange or, if the Class B Common Stock is not listed on the New York Stock Exchange, the principal other U.S. national or regional securities exchange on which the Class B Common Stock is then listed is scheduled to be open for trading or, if the Class B Common Stock is not so listed, any Business Day.
        " Securities " means the [    ]% Convertible Senior Notes due July 30, 2013, or any of them (each, a "Security").
        " Special Class A Common Stock " means the Special Class A voting stock of the Company, par value $0.01 per share, as it exists on the date of this First Supplemental Indenture and any shares of any class or classes of Capital Stock of the Company resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which are not subject to redemption by the Company.
        " Trading Day " means a day on which (i) there is no Market Disruption Event and (ii) the New York Stock Exchange or, if the Class B Common Stock is not listed on the New York Stock Exchange, the principal other U.S. national or regional securities exchange on which the Class B Common Stock is then listed is open for trading or, if the Class B Common Stock is not so listed, any Business Day. A "Trading Day" only includes those days that have a scheduled closing time of 4:00 p.m. (New York City time) or the then standard closing time for regular trading on the relevant exchange or trading system.
        " Trading Price " means, on any date of determination with respect to any Security, the average of the secondary bid quotations per Security obtained by the Conversion Agent for $1,000,000 principal amount of Securities at approximately 3:30 p.m. (New York City time) on such determination date from three independent nationally recognized securities dealers selected by the Company; provided that, if at least three such bids cannot reasonably be obtained, but two such bids can reasonably be obtained, then the average of these two bids shall be used; provided , further , that, if at least two such bids cannot reasonably be obtained, but one such bid can reasonably be obtained, this one bid shall be used. If, on any date of determination, the Conversion Agent cannot reasonably obtain at least one bid for $1,000,000 principal amount of the Securities from an independent nationally recognized securities dealer, then the Trading Price of such Securities on such date of determination will be deemed to be less than 95% of the Conversion Value.
        " Voting Stock " of any entity means the class or classes of Capital Stock or other interests then outstanding that are normally entitled (without regard to the occurrence of any contingency) to vote generally on matters to be decided by the stockholders (or other owners) of such entity, which, for the avoidance of doubt, in the case of the Company as of the date hereof consists of the Class A Common Stock and the Special Class A Voting Stock, taken together.
5

        Section 1.02.     Other Definitions.     

Term
	 	Defined in Section
	
"Additional Shares"	 	4.13(a)	
"Cash Percentage"	 	4.05(c)	
"Change in Control"	 	3.01(a)	
"Closing Sale Price Condition"	 	4.01(a)	
"Conversion Date"	 	4.02	
"Conversion Notice"	 	4.02	
"Conversion Period"	 	4.05(a)	
"Conversion Price"	 	4.06	
"Current Market Price"	 	4.06(f)	
"Daily Conversion Value"	 	4.05(d)	
"Daily Net Share Settlement Value"	 	4.05(a)	
"Dividend Adjustment Amount"	 	4.06(f)	
"Dividend Threshold Amount"	 	4.06(f)	
"Effective Date"	 	4.13(b)	
"Expiration Date"	 	4.06(e)	
"Expiration Time"	 	4.06(e)	
"Fundamental Change"	 	3.01(a)	
"Fundamental Change Purchase Date"	 	3.01(a)	
"Fundamental Change Purchase Notice"	 	3.01(c)	
"Fundamental Change Purchase Price"	 	3.01(a)	
"Interest Payment Date"	 	2.04(b)	
"Maximum Adjusted Conversion Rate"	 	4.13(g)	
"Purchased Shares"	 	4.06(e)	
"Quarter"	 	4.01(a)	
"Record Date"	 	2.04(b)	
"Reference Property"	 	4.11	
"Rights Plan"	 	4.06(c)	
"Stock Price"	 	4.13(b)	
"Termination of Trading"	 	3.01(a)	
"Transforming Transaction"	 	4.01(b)	
"Trigger Event"	 	4.06(c)	
"Triggering Distribution"	 	4.06(d)	
"Unissued Shares"	 	3.01(a)	
"Volume Weighted Average Price"	 	4.05(d)	
ARTICLE II
Designation and Terms of the Securities
        Section 2.01.     Title and Aggregate Principal Amount.     The Securities are hereby designated "[    ]% Convertible Senior Notes due July 30, 2013" and are issuable in an unlimited aggregate principal amount.
        Section 2.02.     Execution and Authentication.     The Securities may forthwith be executed by the Company and delivered to the Trustee for authentication and delivery by the Trustee in accordance with the provisions of Section 2.03 of the Original Indenture.
        Section 2.03.     Form of the Securities.     The Securities and the corresponding Trustee's certificate of authentication shall be substantially in the form of Exhibit A hereto, which Exhibit is incorporated in and made part of this First Supplemental Indenture.
6

        Section 2.04.     Maturity and Interest Payments.     
        (a)   The Securities will mature on July 30, 2013.
        (b)   The Company shall pay interest on the Securities at a rate of [    ]% per annum, payable semi-annually in arrears on January 30 and July 30 of each year (each, an " Interest Payment Date "), or if any such day is not a Business Day, the immediately following Business Day, commencing July 30, 2007. Interest on a Security shall be paid to the Holder of such Security at 5:00 p.m. (New York City time) on January 15 or July 15 (each, a " Record Date "), as the case may be, next preceding the related Interest Payment Date, and shall be computed on the basis of a 360-day year comprised of twelve 30-day months. In the event of the maturity, conversion, or purchase of a Security by the Company at the option of the Holder, interest shall cease to accrue on such Security. Interest on the Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance. Payments of the principal of and interest on the Securities shall be made in U.S. Dollars, and the Securities shall be denominated in U.S. Dollars.
        (c)   Upon conversion of a Security, (i) a Holder shall not receive any cash payment of interest (unless such conversion occurs between a Record Date and the Interest Payment Date to which it relates, in which case a Holder on the Record Date will receive on the Interest Payment Date accrued and unpaid interest) and the Conversion Rate shall not be adjusted to account for accrued and unpaid interest and (ii) except as set forth in Section 2.04(d) below, the Company's delivery to a Holder of Cash and shares, if any, of Class B Common Stock into which the Security is convertible shall be deemed to satisfy its obligation with respect to such Security, and any accrued but unpaid interest shall be deemed to be paid in full upon conversion, rather than cancelled, extinguished or forfeited.
        (d)   Securities surrendered for conversion by a Holder after 5:00 p.m. (New York City time) on any Record Date but prior to the next Interest Payment Date must be accompanied by payment of an amount equal to the interest that the Holder is to receive on the Securities; provided , however , that no such payment need be made (1) if the Company has specified a Fundamental Change Purchase Date that is after a Record Date and on or prior to the next Interest Payment Date, (2) with respect to any Securities surrendered for conversion following the Record Date for the payment of interest immediately preceding the Final Maturity Date or (3) only to the extent of overdue interest, if any overdue interest exists at the time of conversion with respect to such Securities.
        Section 2.05.     Transfer and Exchange.     Notwithstanding the provisions of Section 2.07 of the Original Indenture, none of the Company, the Registrar or the Trustee shall be required to exchange or register a transfer of any Securities or portions thereof in respect of which a Fundamental Change Purchase Notice has been delivered and not withdrawn by the Holder thereof (except, in the case of the purchase of a Security in part, the portion thereof not to be purchased).
ARTICLE III
Purchase of Securities Upon Fundamental Change
        Section 3.01.     Purchase of Securities at Option of the Holder Upon Fundamental Change.    
        (a)   If at any time that Securities remain outstanding there shall occur a Fundamental Change, Securities shall be purchased by the Company at the option of the Holders, as of the date that is 30 Business Days after the occurrence of the Fundamental Change (the " Fundamental Change Purchase Date ") at a purchase price equal to 100% of the principal amount of the Securities, together with any accrued and unpaid interest to, but excluding, the Fundamental Change Purchase Date (the " Fundamental Change Purchase Price "), payable in Cash, subject to satisfaction by or on behalf of any Holder of the requirements set forth in subsection (c) of this Section 3.01.
        A " Fundamental Change " shall mean the occurrence of a Change in Control or a Termination of Trading.
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        A " Change in Control " shall be deemed to have occurred if any of the following occurs after the date hereof:
          (i)  any "person" or "group" (as such terms are defined below) (other than the Permitted Parties) is or becomes the "beneficial owner" (as defined below), directly or indirectly, of shares of Voting Stock of the Company representing 50% or more of the total voting power of all outstanding classes of Voting Stock of the Company or has the power, directly or indirectly, to elect a majority of the members of the Board of Directors;
         (ii)  any "person" or "group" is or becomes the "beneficial owner," directly or indirectly, of 80% or more of the Class B Common Stock then outstanding;
        (iii)  the Company consolidates with, or merges with or into, another Person or the Company sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of the assets of the Company, or any Person consolidates with, or merges with or into, the Company, in any such event other than pursuant to a transaction in which the Persons that "beneficially owned" (as defined below), directly or indirectly, the shares of Voting Stock of the Company immediately prior to such transaction "beneficially own" (as defined below), directly or indirectly, shares of Voting Stock of the Company representing at least a majority of the total voting power of all outstanding classes of Voting Stock of the surviving or transferee Person;
        (iv)  a majority of the members of the Board of Directors are not Continuing Directors; or
         (v)  the holders of the Capital Stock of the Company approve any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the terms of this Indenture).
        For the purpose of the definition of "Change in Control," (i)"person" and "group" have the meanings given such terms under Section 13(d) and 14(d) of the Exchange Act or any successor provision to either of the foregoing, and the term "group" includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor provision thereto), (ii) a "beneficial owner" shall be determined in accordance with Rule 13d-3 under the Exchange Act, as in effect on the date of the Indenture, except that the number of shares of Voting Stock of the Company shall be deemed to include, in addition to all outstanding shares of Voting Stock of the Company and Unissued Shares deemed to be held by the "person" or "group" (as such terms are defined above) or other Person with respect to which the Change in Control determination is being made, all Unissued Shares deemed to be held by all other Persons, and (iii) the terms "beneficially owned" and "beneficially own" shall have meanings correlative to that of "beneficial owner." The term " Unissued Shares " means shares of Voting Stock not outstanding that are subject to options, warrants, rights to purchase or conversion privileges exercisable within 60 days of the date of determination of a Change in Control.
        Notwithstanding anything to the contrary set forth in this Section 3.01, Holders will not have the right to require the Company to purchase any Securities as a result of any transaction described in clause (iii) of the definition of "Change in Control" above, and the Company will not be required to deliver a written notice of a Fundamental Change, if at least 90% of the consideration paid for the Class B Common Stock, excluding Cash payments for fractional shares and Cash payments made pursuant to dissenters' appraisal rights, in a merger, consolidation, assignment, conveyance, sale, transfer, lease or other disposition otherwise constituting a Change in Control consists of shares of common stock traded on the New York Stock Exchange or another U.S. national securities exchange, or will be so traded immediately following the merger or consolidation, and, as a result of the merger or consolidation, the Securities become convertible into such shares of such common stock.
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        A " Termination of Trading " means that the Class B Common Stock or other securities into which the Securities are convertible are not approved for listing on the New York Stock Exchange and are not listed for trading on another U.S. national securities exchange.
        (b)   Within 10 Business Days after the occurrence of a Fundamental Change, the Company shall mail a written notice of the Fundamental Change to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include the form of a Fundamental Change Purchase Notice to be completed by the Holder and shall state:
          (i)  the date of such Fundamental Change and, briefly, the events causing such Fundamental Change;
         (ii)  the date by which the Fundamental Change Purchase Notice pursuant to this Section 3.01 must be given;
        (iii)  the Fundamental Change Purchase Date;
        (iv)  the Fundamental Change Purchase Price;
         (v)  the Holder's right to require the Company to purchase the Securities;
        (vi)  briefly, the conversion rights of the Securities;
       (vii)  the name and address of each Paying Agent and Conversion Agent;
      (viii)  the Conversion Price and any adjustments thereto (including the amount of Additional Shares of Class B Common Stock that are deliverable pursuant to Section 4.13, if any);
        (ix)  that Securities as to which a Fundamental Change Purchase Notice has been given may be converted into Cash and Class B Common Stock (if any) pursuant to the Indenture only to the extent that the Fundamental Change Purchase Notice has been withdrawn in accordance with the terms of the Indenture;
         (x)  the procedures that the Holder must follow to exercise rights under this Section 3.01;
        (xi)  the procedures for withdrawing a Fundamental Change Purchase Notice, including a form of notice of withdrawal; and
       (xii)  that the Holder must satisfy the requirements set forth in the Indenture and the Securities in order to convert the Securities.
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         If any of the Securities is in the form of a Global Security, then the Company shall modify such notice to the extent necessary to accord with the procedures of the Depositary applicable to the repurchase of Global Securities.
        (c)   A Holder may exercise its rights specified in subsection (a) of this Section 3.01 upon delivery of a written notice (which shall be in substantially the form included in Exhibit A hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other manner reasonably acceptable to the Paying Agent and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of the exercise of such rights (a " Fundamental Change Purchase Notice ") to any Paying Agent at any time prior to 5:00 p.m. (New York City time) on the second Scheduled Trading Day next preceding the Fundamental Change Purchase Date.
        The delivery of such Security to any Paying Agent (together with all necessary endorsements) at the office of such Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Purchase Price therefor.
        The Company shall purchase from the Holder thereof, pursuant to this Section 3.01, a portion of a Security if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of the Indenture that apply to the purchase of all of a Security pursuant to Section 3.01 through Section 3.04 also apply to the purchase of such portion of such Security.
        Notwithstanding anything herein to the contrary, any Holder delivering to a Paying Agent the Fundamental Change Purchase Notice contemplated by this subsection (c) shall have the right to withdraw such Fundamental Change Purchase Notice in whole or in a portion thereof that is a principal amount of $1,000 or in an integral multiple thereof at any time prior to 5:00 p.m. (New York City time) on the second Scheduled Trading Day next preceding the Fundamental Change Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 3.02 and such withdrawal right shall expire at 5:00 p.m. (New York City time) on the second Scheduled Trading Day next preceding the Fundamental Change Purchase Date unless the Company shall default in making the Fundamental Change Purchase Price payment when due, in which case the withdrawal right shall terminate at 5:00 p.m. (New York City time) on the date such default is cured and such Security is purchased.
        A Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written withdrawal thereof.
        Anything herein to the contrary notwithstanding, in the case of Global Securities, any Fundamental Change Purchase Notice may be delivered or withdrawn and such Securities may be surrendered or delivered for purchase in accordance with the Applicable Procedures as in effect from time to time.
        Section 3.02.     Effect of Fundamental Change Purchase Notice.     
        Upon receipt by any Paying Agent of the Fundamental Change Purchase Notice specified in Section 3.01(c), the Holder of the Security in respect of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is withdrawn as specified below) thereafter be entitled to receive the Fundamental Change Purchase Price with respect to such Security. Such Fundamental Change Purchase Price shall be paid to such Holder promptly following the later of (a) the Fundamental Change Purchase Date with respect to such Security (provided the conditions in Section 3.01(c) have been satisfied) and (b) the time of delivery of such Security to a Paying Agent by the Holder thereof in the manner required by Section 3.01(c). Securities in respect of which a Fundamental Change Purchase Notice has been given by the Holder thereof may not be converted into shares of Class B Common Stock pursuant to Article IV hereof on or after the date of the delivery of such Fundamental Change Purchase Notice unless such Fundamental Change Purchase Notice has first been validly withdrawn.
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        A Fundamental Change Purchase Notice may be validly withdrawn by means of a written notice (which may be delivered by mail, overnight courier, hand delivery, facsimile transmission or in any other manner reasonably acceptable to the Paying Agent and, in the case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of withdrawal delivered by the Holder to a Paying Agent at any time prior to 5:00 p.m. (New York City time) on the second Scheduled Trading Day immediately preceding the Fundamental Change Purchase Date, specifying the principal amount of the Security or portion thereof (which must be a principal amount of $1,000 or an integral multiple of $1,000 in excess thereof) with respect to which such notice of withdrawal is being submitted.
        Section 3.03.     Deposit of Fundamental Change Purchase Price.     
        On or before 11:00 a.m., New York City time, on the Fundamental Change Purchase Date, the Company shall deposit with the Trustee or with a Paying Agent (other than the Company or an Affiliate of the Company) an amount of money (in immediately available funds if deposited on such Fundamental Change Purchase Date) sufficient to pay the aggregate Fundamental Change Purchase Price of all the Securities or portions thereof that are to be purchased as of such Fundamental Change Purchase Date. The manner in which the deposit required by this Section 3.03 is made by the Company shall be at the option of the Company; provided that such deposit shall be made in a manner reasonably acceptable to the Trustee and the Paying Agent such that the Trustee or a Paying Agent shall have immediately available funds on the Fundamental Change Purchase Date.
        If a Paying Agent holds, in accordance with the terms hereof, money sufficient to pay the Fundamental Change Purchase Price of any Security for which a Fundamental Change Purchase Notice has been tendered and not withdrawn in accordance with the Indenture, then, on the Fundamental Change Purchase Date, such Security will cease to be outstanding and the rights of the Holder in respect thereof shall terminate (other than the right to receive the Fundamental Change Purchase Price as aforesaid). The Company shall publicly announce the principal amount of Securities purchased as a result of such Fundamental Change on or as soon as practicable after the Fundamental Change Purchase Date.
        To the extent that the aggregate amount of Cash deposited by the Company pursuant to this Section 3.03 exceeds the aggregate Fundamental Change Purchase Price of the Securities or portions thereof that the Company is obligated to purchase, then promptly after the Fundamental Change Purchase Date the Trustee or a Paying Agent, as the case may be, shall return any such excess Cash to the Company.
        Section 3.04.     Securities Purchased in Part.     
        Any Security that is to be purchased only in part shall be surrendered at the office of a Paying Agent, and promptly after the Fundamental Change Purchase Date the Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge, a new Security or Securities, of such authorized denomination or denominations as may be requested by such Holder, in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Security so surrendered that is not purchased.
        Section 3.05.     Compliance with Securities Laws Upon Purchase of Securities.     
        In connection with any offer to purchase or repurchase Securities under Section 3.01, the Company shall (a) comply with Rule 13e-4, Rule 14e-1 and any other tender offer rules under the Exchange Act, (b) file the related Schedule TO (or any successor or similar schedule, form or report), if required, under the Exchange Act and (c) otherwise comply with all federal and state securities laws in connection with such offer to purchase or repurchase Securities, all so as to permit the rights of the Holders and obligations of the Company under Section 3.01 through Section 3.04 to be exercised in the time and in the manner specified therein.
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        Section 3.06.     No Fundamental Change Purchase Following Acceleration.     
        No Securities will be purchased by the Company under Section 3.01 if the principal amount of the Securities has been accelerated under Section 6.02 of the Original Indenture, and such acceleration has not been rescinded, on or prior to the Fundamental Change Purchase Date.
        Section 3.07.     Trustee's Fundamental Change Purchase Disclaimer.     
        The Trustee has no duty to determine when a Fundamental Change has occurred, or when purchases of Securities upon a Fundamental Change under Article III should be made. The Trustee shall not be accountable for and makes no representation as to the Fundamental Change Purchase Price payable in respect of any Fundamental Change. The Trustee shall not be responsible for the Company's failure to comply with this Article III.
ARTICLE IV
Conversion of Securities
        Section 4.01.     Conversion Privilege.     
        (a)   Subject to the further provisions of this Article IV, a Holder of a Security may convert the principal amount of such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Cash and Class B Common Stock at any time prior to 5:00 p.m. (New York City time) on January 30, 2013, at the Conversion Price then in effect, if, during any calendar quarter (the " Quarter ") (and only during such Quarter) commencing after the date hereof, the Closing Sale Price of the Class B Common Stock for at least 20 Trading Days in the period of 30 consecutive Trading Days ending on the last Trading Day of the Quarter preceding the Quarter in which the conversion occurs is more than 130% of the Conversion Price of the Securities in effect on that last Trading Day (the " Closing Sale Price Condition "), subject to the exceptions provided in Section 4.01(b).
        Provisions of the Indenture that apply to conversion of all of a Security also apply to conversion of a portion of a Security.
        A Security in respect of which a Holder has delivered a Fundamental Change Purchase Notice pursuant to Section 3.01(c) exercising the option of such Holder to require the Company to purchase such Security may be converted only if such Fundamental Change Purchase Notice is withdrawn by a written notice of withdrawal delivered to a Paying Agent prior to 5:00 p.m. (New York City time) on the second Scheduled Trading Day immediately preceding the Fundamental Change Purchase Date in accordance with Section 3.02.
        A Holder of Securities is not entitled to any rights of a holder of Class B Common Stock until such Holder has converted its Securities to Class B Common Stock and only to the extent such Securities are deemed to have been converted into Class B Common Stock pursuant to this Article IV.
        (b)   Even if the Closing Sale Price Condition is not satisfied,
          (i)  if the Trading Price for the Securities on each Trading Day during any five consecutive Trading Day period was, as determined following a request in accordance with the procedures described in Section 4.01(d), less than 95% of the Closing Sale Price of Class B Common Stock on such date multiplied by the then current Conversion Rate, a Holder may surrender Securities for conversion at any time during the following 10 Trading Days, provided, for the avoidance of doubt, that the five dates of determination within any five consecutive Trading Day period referred to above shall not include (i) any day on which there is a Market Disruption Event or (ii) any day on which the New York Stock Exchange or, if the Class B Common Stock is not listed on the New York Stock Exchange, the principal other U.S. national or regional securities exchange on which the Class B Common Stock is then listed is not open for trading.
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         (ii)  in the event that the Company declares
        (A)  a dividend or distribution of any rights or warrants to all or substantially all holders of Class B Common Stock entitling them, for a period of not more than 60 days, to subscribe for or purchase shares of Class B Common Stock at a price per share less than the Current Market Price per share on the date of declaration of such dividend or distribution, or
        (B)  a dividend or distribution of Cash, debt securities (or other evidences of Indebtedness) or other assets (excluding dividends or distributions for which a Conversion Price adjustment is required to be made under Section 4.06(a) (i) or (ii) or 4.06(b)) to all or substantially all holders of Class B Common Stock where the fair market value of such dividend or distribution per share of Class B Common Stock, as determined in good faith by the Board of Directors, together with all other such dividends and distributions within the preceding twelve months, exceeds 10% of the Current Market Price of the Class B Common Stock as of the Trading Day immediately prior to the date of declaration for such dividend or distribution,
then the Securities may be surrendered for conversion beginning on the date the Company gives notice to the Holders of such right, which shall not be less than 20 days prior to the "ex" date for such dividend or distribution, until the earlier of 5:00 p.m. (New York City time) on the Business Day prior to the "ex" date or until the Company announces that such distribution will not take place;
        (iii)  the Securities may be surrendered for conversion at any time from or after the date which is 40 days prior to the anticipated effective time of any Fundamental Change as announced by the Company, which announcement must occur, to the extent practicable, not earlier than 70 days nor later than 40 days prior to such anticipated effective time, until 5:00 p.m. (New York City time) on the second Scheduled Trading Day prior to the thirtieth business day after the effective date of such Fundamental Change (or the date on which the Company announces that such Fundamental Change will not take place);
        (iv)  if the Company consolidates with or merges with or into another Person or is a party to a binding share exchange or conveys, transfers, sells, leases or otherwise disposes of all or substantially all of its properties and assets in each case pursuant to which the Class B Common Stock would be converted into Cash, securities and/or other property, the Securities may be surrendered for conversion at any time from or after the date which is 40 days prior to the date announced by the Company as the anticipated effective date of the transaction and until and including the date that is 15 days after the date that is the effective date of such transaction; provided such transaction does not otherwise constitute a Fundamental Change (to which the provisions of Section 4.01(b)(iii) shall instead apply) (any such transaction to which this Section 4.01(b)(iv) applies, a " Transforming Transaction "); the Company shall notify Holders of Securities at least 40 days prior to the anticipated effective date of such Transforming Transaction and, simultaneously with providing such notice, the Company shall also publicly announce such anticipated effective date and make the information available on its website; the Board of Directors shall determine the anticipated effective date of such Transforming Transaction, and such determination shall be conclusive and binding on the Holders; and
         (v)  at any time after January 30, 2013 and prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the Final Maturity Date, the Securities may be surrendered for conversion regardless of whether any of the foregoing conditions has been satisfied.
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        (c)   If a Holder converts Securities pursuant to Section 4.01(b)(iii) or 4.01(b)(iv), such Holder shall receive for each Trading Day during the Conversion Period:
          (i)  if such Securities are surrendered for conversion at any time beginning 30 Trading Days before the date of payment of consideration in connection with a Change in Control or a Transforming Change, as applicable, that results under the terms of this Indenture in the Notes becoming convertible into Reference Property, Cash and, with respect to the Daily Net Share Settlement Value (if any), the Reference Property, subject to the Company's right to deliver Cash in lieu of all or a portion of such Reference Property in accordance with Section 4.05(c); or
         (ii)  in all other events, Cash or a combination of Cash and Class B Common Stock, in the same manner as described in Section 4.05;
in each case, taking into account any Additional Shares deliverable as a result of any Qualifying Fundamental Change pursuant to Section 4.02.
        (d)   Upon request, the Conversion Agent, on behalf of the Company, will determine whether the Securities are convertible pursuant to the first paragraph of Section 4.01(a) and clause (i) of Section 4.01(b), and, if so, will notify the Trustee and the Company in writing; provided, however, that the Conversion Agent shall have no obligation to determine the Trading Price of the Securities unless the Company has requested such determination in writing, and the Company shall have no obligation to make such request unless the Trustee, acting at the request of one or more Holders holding, in the aggregate, at least $5,000,000 in principal amount of Securities, provides the Company with reasonable evidence that the Trading Price of the Securities on any Trading Day would be less than 95% of the product of the then current Conversion Rate multiplied by the Closing Sale Price of the Class B Common Stock on that date. At such time, the Company shall instruct the Conversion Agent to determine the Trading Price of the Securities beginning on such Trading Day and on each successive Trading Day for four consecutive Trading Days.
        Section 4.02.     Conversion Procedure.     
        The right to convert any Security may be exercised, if such Security is represented by a Global Security, by book-entry transfer to the Conversion Agent (which initially shall be the Trustee) through the facilities of the Depositary in accordance with the Applicable Procedures or, if such Security is represented by a Definitive Security, by delivery of such Security at the specified office of the Conversion Agent, accompanied, in either case, by payment of any tax or duty, in accordance with Section 4.04, which may be payable in respect of any transfer involving the issue or delivery of the Class B Common Stock in the name of a Person other than the Holder of the Security and, if the Security is a Definitive Security, by: (a) a completed and duly signed conversion notice, in the form as set forth on the reverse of Security attached hereto as Exhibit A (a " Conversion Notice "); (b) if the Security is represented by a Definitive Security and such Definitive Security has been lost, stolen, destroyed or mutilated, the evidence regarding the loss, theft, destruction or mutilation of the Security and other requirements under Section 2.08 of the Original Indenture; and (c) appropriate endorsements and transfer documents if required by the Conversion Agent. The " Conversion Date " shall be the Business Day on which the Holder satisfies all of the requirements set forth in the immediately preceding sentence, if all such requirements shall have been satisfied by 11:00 a.m. (New York City time) on such day, and in all other cases, the Conversion Date shall be the next succeeding Business Day; however, if a Holder surrenders for conversion a Security at any time after the 30th Scheduled Trading Day prior to the Final Maturity Date, the Conversion Date shall be deemed to be the Business Day immediately preceding the Final Maturity Date. Securities may not be submitted for conversion after 5:00 p.m. (New York City time) on the Business Day immediately prior to the Final Maturity Date. On the third Business Day following the last day of the related Conversion Period, subject to Sections 4.05 and 4.13(i), the Company shall deliver to the Holder through a Conversion Agent a certificate for the number of whole shares of Class B Common Stock (or the Reference
14

Property) issuable upon the conversion, if any, and Cash (including Cash in lieu of any fractional shares pursuant to Section 4.03).
        If (A) shares of Class B Common Stock (or the Reference Property) are deliverable in respect of a Trading Day within the Conversion Period applicable to a given Security surrendered for conversion and (B) an adjustment to Conversion Price pursuant to Section 4.06 occurs after such Trading Day and prior to the date upon which the Holder of the Securities surrendered for conversion becomes a record holder in respect of the deliverable shares of Class B Common Stock (or the Reference Property), then the number of shares deliverable to such Holder in respect of such Trading Day shall be adjusted by the inverse application of the adjustment factor applied to the Conversion Price pursuant to Section 4.06; provided that the Company may, in lieu of such adjustment, deem such Holder to be a holder of record of the deliverable Class B Common Stock (or Reference Property) for purposes of such distribution so that such Holder would receive the distribution at the time such Holder receives the shares of Class B Common Stock (or the Reference Property).
        Upon surrender of a Security that is converted in part, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder, a new Security equal in principal amount to the unconverted portion of the Security surrendered.
        Section 4.03.     Fractional Shares.     
        The Company will not issue fractional shares of Class B Common Stock upon conversion of Securities. In lieu thereof, the Company will deliver a number of shares of Class B Common Stock equal to the aggregate of the fractional shares otherwise deliverable for each Trading Day during the Conversion Period (rounding down to the nearest whole number) and Cash equal to the remainder multiplied by the Volume Weighted Average Price of the Class B Common Stock on the last Trading Day of the Conversion Period.
        Section 4.04.     Taxes on Conversion.     
        If a Holder converts a Security, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of shares of Class B Common Stock upon such conversion. However, the Holder shall pay any such tax which is due because the Holder requests the shares to be issued in a name other than the Holder's name. The Conversion Agent may refuse to deliver the certificate representing the Class B Common Stock being issued in a name other than the Holder's name until the Conversion Agent receives a sum sufficient to pay any tax which will be due because the shares are to be issued in a name other than the Holder's name. Nothing herein shall preclude any tax withholding required by law or regulation.
        Section 4.05.     Payment Upon Conversion.     
        (a)   Except as otherwise provided in Section 4.01(c)(i), for each $1,000 principal amount of Securities surrendered for conversion prior to 5:00 p.m. (New York City time) on the 30 th Scheduled Trading Day prior to the Final Maturity Date, the Company shall be required to pay to the Holder of such Securities the aggregate of the following for each of the 25 Trading Days beginning on the third Trading Day following the Conversion Date (such 25 Trading Day period, a " Conversion Period "):
          (i)  if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities exceeds $40.00, (1) a Cash payment of $40.00 and (2) the remaining Daily Conversion Value (the " Daily Net Share Settlement Value ") as provided in Section 4.05(c); or
         (ii)  if the Daily Conversion Value for such Trading Day for each $1,000 aggregate principal amount of Securities is less than or equal to $40.00, a Cash payment equal to the Daily Conversion Value.
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        (b)   Except as otherwise provided in Section 4.01(c)(i), if a Holder surrenders a Security for conversion at any time after the 30th Scheduled Trading Day immediately preceding the Final Maturity Date and on or prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the Final Maturity Date, (1) the Conversion Date will be deemed to be the Business Day immediately preceding the Final Maturity Date, (2) the Conversion Period for such Security will be the 25 Trading Day period commencing on the Trading Day immediately following the Final Maturity Date, (3) the Company shall be required to pay $1,000 in Cash on the Final Maturity Date for each $1,000 principal amount of Securities surrendered for conversion to the Holder thereof, and (4) the Company shall be required to deliver the Residual Amount, if any, to such Holder on the third Business Day following the last Trading Day of the Conversion Period in shares of Class B Common Stock, subject to the Company's right to deliver Cash in lieu of all or a portion of such shares of Class B Common Stock in accordance with Section 4.05(c).
        (c)   The Company may elect to deliver Cash in respect of part or all of the Residual Amount for any Securities that are converted by notifying the Holder of such Securities and the Trustee of (x) the Company's intention to deliver Cash in respect of the related Residual Amount and (y) the percentage (the " Cash Percentage ") of the Residual Amount that the Company elects to deliver in Cash on or before 5:00 p.m. (New York City time) on the second Trading Day following the applicable Conversion Date; provided that the Company shall make a single election for all outstanding Securities for which the Conversion Date occurs on or after the 30th Scheduled Trading Day preceding the Final Maturity Date and on or before 5:00 p.m. (New York City time) on the Trading Day before the Final Maturity Date. To make such an election, the Company shall (x) give notice of such election to the Holders of the Securities and the Trustee, (y) issue a press release describing such election and (z) make such press release or the information that it contains available on the Company's website. For each $1,000 principal amount of Securities surrendered for conversion:
          (i)  if the Company does not elect to deliver Cash in respect of part or all of the Residual Amount for such Securities (including through the failure to make any election), the Company shall deliver 100% of the Residual Amount for such Securities in shares of the Class B Common Stock (or, if applicable, Reference Property).
         (ii)  if the Company elects to deliver Cash in respect of part or all of the Residual Amount for such Securities, the Company shall deliver the aggregate of the following for each of the 25 Trading Days during the Conversion Period:
        (A)  Cash in an amount equal to the product of (1) the Cash Percentage and (2) the Daily Net Share Settlement Value; and
        (B)  shares of the Class B Common Stock (or Reference Property) in an amount equal to the product of (1) 100% minus the Cash Percentage and (2) the Daily Net Share Settlement Value for such Trading Day.
        (d)   The amount to be paid to a converting Holder shall be computed in accordance with the following:
          (i)  The " Daily Conversion Value " for each Trading Day during the Conversion Period for each $1,000 aggregate principal amount of Securities is equal to one-twenty-fifth of the product of the then applicable Conversion Rate multiplied by the Volume Weighted Average Price of the Class B Common Stock (or, if applicable, the Reference Property) on such Trading Day.
         (ii)  The number of shares of Class B Common Stock to be delivered under Section 4.05(a)(i)(2), 4.05(b)(4), 4.05(c)(i) or 4.05(c)(ii)(B) or the amount of Reference Property to be delivered under Section 4.01(c)(i) shall be determined by dividing the Daily Net Share Settlement Value by the Volume Weighted Average Price of the Class B Common Stock (or such Reference Property) for such Trading Day.
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        (iii)  The " Volume Weighted Average Price " per share of Class B Common Stock (or, if applicable, Reference Property) on any Trading Day means the volume weighted average price on the principal exchange or over-the-counter market on which the Class B Common Stock (or, if applicable, Reference Property) is then listed or traded, from 9:30 a.m. to 4:00 p.m. (New York City time) on that Trading Day as displayed under the heading "Bloomberg VWAP" on Bloomberg page TAP.N <equity> AQR or any successor thereto (or the equivalent Bloomberg page for any security constituting a portion of the Reference Property), or if such Volume Weighted Average Price is not available (or the relevant Reference Property is not a security), the Board of Directors' reasonable, good faith estimate of the volume weighted average price of the shares of Class B Common Stock, or such Reference Property, on such Trading Day (whose determination shall be conclusive evidence of such Volume Weighted Average Price and which shall be evidenced by an Officers' Certificate delivered to the Trustee and the Conversion Agent).
        (e)   The Company shall, prior to the issuance of any Securities hereunder, and from time to time as may be necessary, reserve at all times and keep available, free from preemptive rights, out of its authorized but unissued Class B Common Stock, a sufficient number of shares of Class B Common Stock deliverable upon conversion of all of the Securities.
        (f)    All shares of Class B Common Stock that may be issued upon conversion of the Securities shall be duly authorized, validly issued, fully paid and nonassessable and shall be free of any preemptive rights and free of any lien or adverse claim.
        (g)   The Company shall endeavor to comply with all applicable securities laws regulating the offer and delivery of any Class B Common Stock upon conversion of Securities and shall list or cause to have quoted such shares of Class B Common Stock on each national or regional securities exchange or other over-the-counter market or such other market on which the Class B Common Stock is then listed or quoted.
        (h)   Notwithstanding anything herein to the contrary, nothing herein shall give to any Holder any rights as a creditor in respect of its right to conversion.
        Section 4.06.     Adjustment of Conversion Price.     
        The conversion price as stated in paragraph 6 of the Securities (the " Conversion Price ") shall be adjusted from time to time by the Company as follows:
        (a)   In case the Company shall (i) pay a dividend on its Class B Common Stock in shares of Class B Common Stock, (ii) make a distribution on its Class B Common Stock in shares of Class B Common Stock, (iii) subdivide its outstanding Class B Common Stock into a greater number of shares, or (iv) combine its outstanding Class B Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior thereto shall be adjusted so that the Holder of any Security thereafter surrendered for conversion shall be entitled to receive that number of shares of Class B Common Stock which it would have owned had such Security been converted immediately prior to the record date of such event or the happening of such event (assuming such Security were convertible solely into shares of Class B Common Stock, based on the relevant Conversion Price, rather than Cash or Cash and Class B Common Stock as set forth in Section 4.05). An adjustment made pursuant to this subsection (a) shall become effective on the "ex" date in the case of a dividend or distribution and shall become effective immediately after the effective date in the case of subdivision or combination. If any dividend or distribution of the type described in this Section 4.06(a) is declared but not actually paid or made, the Conversion Price shall again be adjusted to the Conversion Price that would have been in effect if such dividend or distribution had not been declared.
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         (b)   In case the Company shall issue rights or warrants to all or substantially all holders of its Class B Common Stock entitling them for a period of not more than 60 days to subscribe for or purchase shares of Class B Common Stock (or securities convertible into Class B Common Stock) at a price per share (or having a conversion price per share) less than the Current Market Price per share of Class B Common Stock on the Trading Day immediately preceding the "ex" date for such issuance, the Conversion Price shall be adjusted so that the Conversion Price on the "ex" date shall equal the price determined by multiplying the Conversion Price in effect immediately prior to such "ex" date by a fraction of which the numerator shall be the number of shares of Class B Common Stock outstanding immediately prior to such "ex" date plus the number of shares which the aggregate offering price of the total number of shares of Class B Common Stock so offered (or the aggregate conversion price of the convertible securities so offered, which shall be determined by multiplying the number of shares of Class B Common Stock issuable upon conversion of such convertible securities by the conversion price per share of Class B Common Stock pursuant to the terms of such convertible securities) would purchase at the Current Market Price per share of Class B Common Stock on the Trading Day immediately preceding such "ex" date, and of which the denominator shall be the number of shares of Class B Common Stock outstanding on such record date plus the number of additional shares of Class B Common Stock offered (or into which the convertible securities so offered are convertible). Such adjustment shall be made successively whenever any such rights or warrants are issued and shall become effective on such "ex" date. If at the end of the period during which such rights or warrants are exercisable not all rights or warrants shall have been exercised or distributed, the adjusted Conversion Price shall be immediately readjusted to what it would have been based upon the number of additional shares of Class B Common Stock actually issued (or the number of shares of Class B Common Stock issuable upon conversion of convertible securities actually issued).
        (c)   In case the Company shall distribute to all or substantially all holders of its Class B Common Stock any shares of Capital Stock of the Company (other than Class B Common Stock), evidences of Indebtedness or other non-cash assets (including securities of any person other than the Company but excluding (1) dividends or distributions paid exclusively in Cash referred to in subsection (d) of this Section 4.06 or (2) dividends or distributions referred to in subsection (a) of this Section 4.06), or shall distribute to all or substantially all holders of its Class B Common Stock rights or warrants to subscribe for or purchase any of its securities (excluding those rights and warrants referred to in subsection (b) of this Section 4.06 and also excluding the distribution of rights to all or substantially all holders of Class B Common Stock pursuant to the adoption of a stockholder rights plan or the detachment of such rights under the terms of such stockholder rights plan), then in each such case the Conversion Price shall be adjusted so that the Conversion Price on the "ex" date for such distribution shall equal the price determined by multiplying the current Conversion Price by a fraction of which the numerator shall be the Current Market Price per share of the Class B Common Stock on the Trading Day immediately preceding such "ex" date less the fair market value on such Trading Day (as determined by the Board of Directors, whose determination shall be conclusive evidence of such fair market value and which shall be evidenced by an Officers' Certificate delivered to the Trustee and the Conversion Agent) of the portion of the Capital Stock, evidences of Indebtedness or other non-cash assets so distributed or of such rights or warrants applicable to one share of Class B Common Stock (determined on the basis of the number of shares of Class B Common Stock outstanding on the Trading Day immediately preceding such "ex" date), and of which the denominator shall be the Current Market Price per share of the Class B Common Stock on the Trading Day immediately preceding such "ex" date. Such adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of shareholders entitled to receive such distribution.
        In the event the then fair market value (as so determined) of the portion of the Capital Stock, evidences of Indebtedness or other non-cash assets so distributed or of such rights or warrants applicable to one share of Class B Common Stock is equal to or greater than the Current Market Price
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per share of the Class B Common Stock on the Trading Day immediately preceding such "ex" date, in lieu of the foregoing adjustment, adequate provision shall be made so that each holder of a Security shall have the right to receive upon conversion the amount of Capital Stock, evidences of Indebtedness or other non-cash assets so distributed or of such rights or warrants such holder would have received had such holder converted each Security immediately prior to the record date for such distribution. In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price which would then be in effect if such dividend or distribution had not been declared. If the Board of Directors determines the fair market value of any distribution for purposes of this Section 4.06(c) by reference to the actual or when issued trading market for any securities, it must in doing so consider the prices in such market over the same period used in computing the Current Market Price of the Class B Common Stock.
        In the event that the Company implements a preferred shares rights plan (" Rights Plan "), upon conversion of the Securities into Class B Common Stock, to the extent that the Rights Plan has been implemented and is still in effect upon such conversion, the Holders of Securities will receive, in addition to the Class B Common Stock, the rights described therein (whether or not the rights have separated from the Class B Common Stock at the time of conversion), subject to the limitations set forth in the Rights Plan. Any distribution of rights or warrants pursuant to a Rights Plan complying with the requirements set forth in the immediately preceding sentence of this paragraph shall not constitute a distribution of rights or warrants pursuant to this Section 4.06(c).
        Rights or warrants distributed by the Company to all or substantially all holders of Class B Common Stock entitling the holders thereof to subscribe for or purchase shares of the Company's Capital Stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (" Trigger Event "): (i) are deemed to be transferred with such shares of Class B Common Stock; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Class B Common Stock, shall be deemed not to have been distributed for purposes of this Section 4.06 (and no adjustment to the Conversion Price under this Section 4.06 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Price shall be made under this Section 4.06(c). If any such right or warrant, including any such existing rights or warrants distributed prior to the date of this First Supplemental Indenture, are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of Indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights (and a termination or expiration of the existing rights or warrants without exercise by any of the holders thereof). In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Price under this Section 4.06 was made, (1) in the case of any such rights or warrants which shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Price shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a Cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Class B Common Stock with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Class B Common Stock as of the date of such redemption or repurchase, and (2) in the case of such rights or warrants which shall have expired or been terminated without exercise by any holders thereof, the Conversion Price shall be readjusted as if such rights and warrants had not been issued.
        (d)   In case the Company shall, by dividend or otherwise, at any time distribute (a " Triggering Distribution ") to all or substantially all holders of its Class B Common Stock Cash dividends and other
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Cash distributions (other than (x) distributions described in Section 4.06(e) below, (y) any dividend or distribution in connection with liquidation, dissolution or winding up or (z) any regular quarterly Cash dividend on Class B Common Stock to the extent that the aggregate amount of such Cash dividend per share of the Class B Common Stock does not exceed the Dividend Threshold Amount (subject to adjustment)), the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying such Conversion Price in effect on the Trading Day immediately preceding the "ex" date with respect to such Cash dividend or distribution by a fraction of which the numerator shall be the Current Market Price per share of the Class B Common Stock as of the Trading Day immediately preceding the "ex" date with respect to the dividend or distribution less the Dividend Adjustment Amount, and the denominator shall be such Current Market Price per share of the Class B Common Stock as of the Trading Day immediately preceding the "ex" date with respect to the dividend or distribution. Such decrease shall become effective immediately prior to the opening of business on the "ex" date for such dividend or distribution; provided , however , that, in the event the portion of the Triggering Distribution applicable to one share of Class B Common Stock is equal to or greater than the Current Market Price on such record date, in lieu of the foregoing adjustment, adequate provision shall be made so that each Holder shall have the right to receive upon conversion the amount of Cash such Holder would have received had such Holder converted each Security immediately prior to the record date for such dividend or distribution. In the event that such dividend or distribution is not so paid or made, the Conversion Price shall again be adjusted to be the Conversion Price that would then be in effect if such dividend or distribution had not been declared.
        (e)   In case any tender offer made by the Company or any of its Subsidiaries for Class B Common Stock shall expire and such tender offer (as amended upon the expiration thereof) shall involve the payment of aggregate consideration in an amount (determined as the sum of the aggregate amount of Cash consideration and the aggregate fair market value (as determined by the Board of Directors, whose determination shall be conclusive evidence thereof and which shall be evidenced by an Officers' Certificate delivered to the Trustee and the Conversion Agent thereof) of any other consideration) that exceeds an amount equal to the Current Market Price per share of Class B Common Stock as of the last date (the " Expiration Date ") tenders could have been made pursuant to such tender offer (as it may be amended) (the last time at which such tenders could have been made on the Expiration Date is hereinafter called the " Expiration Time "), then, immediately prior to the opening of business on the day after the Expiration Date, the Conversion Price shall be reduced so that the same shall equal the price determined by multiplying the Conversion Price in effect immediately prior to 5:00 p.m. (New York City time) on the Expiration Date by a fraction of which the numerator shall be the product of the number of shares of Class B Common Stock outstanding (including tendered shares but excluding any shares held in the treasury of the Company) immediately before the Expiration Time multiplied by the Current Market Price per share of the Class B Common Stock on the Trading Day next succeeding the Expiration Date and the denominator shall be the sum of (x) the aggregate consideration (determined as aforesaid) payable to stockholders based on the acceptance (up to any maximum specified in the terms of the tender offer) of all shares validly tendered and not withdrawn as of the Expiration Time (the shares deemed so accepted, up to any such maximum, being referred to as the " Purchased Shares ") and (y) the product of the number of shares of Class B Common Stock outstanding (less any Purchased Shares and excluding any shares held in the treasury of the Company) immediately after the Expiration Time and the Current Market Price per share of Class B Common Stock on the Trading Day next succeeding the Expiration Date. In the event that the Company is obligated to purchase shares pursuant to any such tender offer, but the Company is permanently prevented by applicable law from effecting any or all such purchases or any or all such purchases are rescinded, the Conversion Price shall again be adjusted to be the Conversion Price which would have been in effect based upon the number of shares actually purchased. If the application of this Section 4.06(e) to any tender offer would result in an increase in the Conversion Price, no adjustment shall be made for such tender offer under this Section 4.06(e).
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        For purposes of this Section 4.06(e), the term "tender offer" shall mean and include both tender offers and exchange offers, all references to "purchases" of shares in tender offers (and all similar references) shall mean and include both the purchase of shares in tender offers and the acquisition of shares pursuant to exchange offers, and all references to "tendered shares" (and all similar references) shall mean and include shares tendered in both tender offers and exchange offers.
        (f)    For the purpose of any computation under subsections (b), (c), (d) and (e) of this Section 4.06 and Section 4.01(b)(ii), (i) the " Current Market Price " shall mean, with respect to any date of determination, the Closing Sale Price per share of Class B Common Stock on the date of determination. For purposes hereof, the term " Dividend Adjustment Amount " means the full amount of the dividend or distribution to the extent payable in Cash applicable to one share of the Class B Common Stock less the Dividend Threshold Amount. The term " Dividend Threshold Amount " means $0.32 per share of Class B Common Stock per Quarter in the case of regular Cash dividends, adjusted in a manner proportional to adjustments made to the Conversion Price other than pursuant to Section 4.06(d) or 4.06(e) and to account for any change in the frequency of payment of regular Cash dividends, and $0.00 in all other cases.
        (g)   In any case in which this Section 4.06 shall require that an adjustment be made following an "ex" date or Expiration Date, as the case may be, established for purposes of this Section 4.06, the Company may elect to defer (but only until five Business Days following the filing by the Company with the Trustee of the certificate described in Section 4.10) issuing to the Holder of any Security converted after such "ex" date or Expiration Date the shares of Class B Common Stock and other Capital Stock of the Company issuable upon such conversion over and above the shares of Class B Common Stock and other Capital Stock of the Company issuable, or Cash payable, upon such conversion only on the basis of the Conversion Price prior to adjustment; and, in lieu of the shares the issuance of which, or Cash the payment of which, is so deferred, the Company shall issue or cause its transfer agents to issue due bills or other appropriate evidence prepared by the Company of the right to receive such shares or Cash, as the case may be. If any distribution in respect of which an adjustment to the Conversion Price is required to be made as of the "ex" date or Expiration Date therefor is not thereafter made or paid by the Company for any reason, the Conversion Price shall be readjusted to the Conversion Price which would then be in effect if such "ex" date had not been fixed or such Expiration Date had not occurred.
        For the avoidance of doubt, any adjustments to the conversion rate pursuant to this Section shall be made through the date on which payment pursuant to Section 4.05 is made (without regard to the intervening occurrence of the Final Maturity Date, should that occur).
        Section 4.07.     No Adjustment.     
        Notwithstanding the provisions of Section 4.06, no adjustment in the Conversion Price shall be required unless the adjustment would result in a change of at least 1% in the Conversion Price as last adjusted; provided , however , that any adjustments which by reason of this Section 4.07 are not required to be made shall be carried forward and taken into account in any subsequent adjustment, regardless of whether the aggregate adjustment is less than 1%, within one year of the first such adjustment carried forward, upon required purchases of the Securities in connection with a Fundamental Change and five Business Days prior to the Final Maturity Date. All calculations under this Article IV shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be.
        Except as otherwise provided herein, no adjustment need be made for issuances of Class B Common Stock pursuant to a Company plan for reinvestment of dividends or interest or for a change in the par value or a change to no par value of the Class B Common Stock.
        To the extent that the Securities become convertible into the right to receive Cash, no adjustment need be made thereafter as to the Cash. Interest will not accrue on the Cash.
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        No adjustment to the Conversion Price will be required in respect of any transaction that Holders will participate in without conversion of the Securities.
        Section 4.08.     Adjustment for Tax Purposes.     
        The Company shall be entitled to make such reductions in the Conversion Price, for the remaining term of the Securities or any shorter term, in addition to those required by Section 4.06, as the Board of Directors may determine to be advisable in order to avoid or diminish any tax to any holders of shares of Class B Common Stock or rights to purchase Class B Common Stock resulting from any stock dividends, subdivisions of shares, distributions of rights or warrants to purchase or subscribe for stock or securities, distributions of securities convertible into or exchangeable for stock hereafter made by the Company to its stockholders or from any event treated as such for income tax purposes.
        Section 4.09.     Temporary Reduction of Conversion Price.     
        To the extent permitted by applicable law and rules of any stock exchange on which the Class B Common Stock is then listed, the Company from time to time may reduce the Conversion Price by any amount for any period of time if the period is at least 20 Business Days, the reduction is irrevocable during such period, and the Board of Directors shall have made a determination that such reduction would be in the best interest of the Company. Whenever the Conversion Price is reduced pursuant to the preceding sentence, the Company shall provide notice of any reduction in the Conversion Price to the Holders in the manner provided in Section 11.02 of the Original Indenture, with a copy to the Trustee and Conversion Agent, at least 15 days prior to the date such reduced Conversion Price takes effect, and such notice shall state the reduced Conversion Price and the period during which it will be in effect.
        Section 4.10.     Notice of Certain Transactions.     In the event that (1) the Company takes any action which would require an adjustment in the Conversion Price; (2) the Company consolidates or merges with, or transfers all or substantially all of its property and assets to, another corporation and shareholders of the Company must approve the transaction; or (3) there is a dissolution or liquidation of the Company, the Company shall mail to Holders and file with the Trustee a notice stating the proposed record or effective date, as the case may be, and mail the notice at least 10 days before such date; provided, further , that upon occurrence of an event referred to in clause (1) of this Section 4.10, the Company shall file with the Trustee (and deliver a copy to the Conversion Agent) an Officers' Certificate briefly stating the facts requiring the adjustment and the manner of computing it and promptly mail to Holders a notice of the adjustment. Failure to mail such notice or any defect therein shall not affect the validity of any transaction referred to in clause (1), (2) or (3) of this Section 4.10; provided, however , that unless and until the Trustee and the Conversion Agent shall have received an Officers' Certificate setting forth an adjustment of the Conversion Price in connection with the event referred to in clause (1), the Trustee may assume without inquiry that the Conversion Price has not been adjusted and that the last Conversion Price of which it has knowledge remains in effect.
        Section 4.11.     Effect of Reclassification, Consolidation, Merger or Sale on Conversion Privilege.     If any of the following shall occur, namely: (a) any reclassification or change of shares of Class B Common Stock issuable upon conversion of the Securities (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination, or any other change for which an adjustment is provided in Section 4.06); (b) any consolidation or merger or combination to which the Company is a party other than a merger in which the Company is the continuing corporation and which does not result in any reclassification of, or change (other than in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination) in, outstanding shares of Class B Common Stock; or (c) any sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Company, directly or indirectly, to any person, then the Company, or such successor, purchasing or transferee corporation, as the case may be, shall, as a condition precedent to such reclassification,
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change, combination, consolidation, merger, sale or conveyance, execute and deliver to the Trustee a supplemental indenture providing that the Holder of each Security then outstanding shall have the right to convert such Security into Cash and, with respect to the Residual Amount, the kind and amount of shares of stock and other securities and property (including Cash) receivable upon such reclassification, change, combination, consolidation, merger, sale or conveyance by a holder of the number of shares of Class B Common Stock deliverable upon conversion of such Security immediately prior to such reclassification, change, combination, consolidation, merger, sale or conveyance (the " Reference Property "). Such supplemental indenture shall provide for adjustments of the Conversion Price which shall be as nearly equivalent as may be practicable to the adjustments of the Conversion Price provided for in this Article IV. If, in the case of any such consolidation, merger, combination, sale or conveyance, the stock or other securities and property (including Cash) receivable thereupon by a holder of Class B Common Stock include shares of stock or other securities and property of a person other than the successor, purchasing or transferee corporation, as the case may be, in such consolidation, merger, combination, sale or conveyance, then such supplemental indenture shall also be executed by such other person and shall contain such additional provisions to protect the interests of the Holders of the Securities as the Board of Directors shall reasonably consider necessary by reason of the foregoing. The provisions of this Section 4.11 shall similarly apply to successive reclassifications, changes, combinations, consolidations, mergers, sales or conveyances. The Trustee has no duty to determine whether a supplemental indenture under this Section 4.11 need be entered into.
        In the event the Company shall execute a supplemental indenture pursuant to this Section 4.11, the Company shall promptly file with the Trustee (x) an Officers' Certificate briefly stating the reasons therefor, the kind or amount of shares of stock or other securities or property (including Cash) receivable by Holders of the Securities upon the conversion of their Securities after any such reclassification, change, combination, consolidation, merger, sale or conveyance, any adjustment to be made with respect thereto and that all conditions precedent have been complied with and (y) an Opinion of Counsel that all conditions precedent have been complied with, and shall promptly mail notice of such supplemental indenture to all Holders.
        In the event that holders of the Class B Common Stock have the right to elect the form of consideration to be received in connection with such reclassification, change, combination, consolidation, merger, sale or conveyance, the Reference Property shall be determined based on the weighted average of the kind and amount of consideration received by the holders of the Class B Common Stock that affirmatively make such an election. The determination of the Reference Property shall apply to all outstanding Securities and the Company shall notify the Trustee of the composition of the Reference Property promptly after it is determined.
        Section 4.12.     Disclaimer.     Neither the Trustee nor any Conversion Agent (other than the Company or an Affiliate of the Company) shall have any duty to determine when an adjustment under this Article IV should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate, including the Officers' Certificate with respect thereto, which the Company is obligated to file with the Trustee (and to deliver a copy thereof to the Conversion Agent) pursuant to Section 4.10. Neither the Trustee nor any Conversion Agent (other than the Company or an Affiliate of the Company) makes any representation as to the validity or value of any securities or assets issued upon conversion of Securities, and neither shall be responsible for the Company's failure to comply with any provisions of this Article IV.
        The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.
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        Section 4.13.     Additional Shares.     
        (a)   If a Holder elects to convert its Securities pursuant to Section 4.01(b)(iii) in connection with a Qualifying Fundamental Change that occurs prior to the Final Maturity Date, the Conversion Rate of the Securities being converted by such Holder at that time shall be increased by an additional number of shares of Class B Common Stock (the " Additional Shares ") determined by reference to the table attached as Schedule 4.13 hereto. For the avoidance of doubt, the adjustment provided for in this Section 4.13 shall be made only with respect to the Securities converted in connection with such Qualifying Fundamental Change and shall not be effective as to any Securities not so converted. Conversion of a given Security shall be considered to be "in connection with" a given Fundamental Change if that Security is surrendered for conversion during the conversion period provided for in respect of such Fundamental Change pursuant to Section 4.01(b)(iii). The adjustment provided for in this Section 4.13 shall be made only if the Qualifying Fundamental Change actually occurs or becomes effective.
        (b)   For purposes of determining the applicable number of Additional Shares pursuant to Schedule 4.13:
          (i)  " Effective Date" shall mean the date the Qualifying Fundamental Change occurs or becomes effective; and
         (ii)  " Stock Price" shall mean:
         (x)  in the case of a Qualifying Fundamental Change described in clause (iii) of the definition of Change in Control, the price paid per share of Class B Common Stock in the Change in Control, unless the holders of Class B Common Stock receive only Cash in such Qualifying Fundamental Change, in which event "Stock Price" shall mean the Cash amount paid per share;
         (y)  in the case of a Qualifying Fundamental Change described in clause (i) or (ii) of the definition of Change in Control, the average of the last reported Closing Sale Prices of Class B Common Stock over the five consecutive Trading Day period ending on the Trading Day preceding the Effective Date of such Qualifying Fundamental Change.
        (c)   If the Stock Price is between two Stock Price amounts in the table attached as Schedule 4.13 hereto, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts, based on a 365-day year.
        (d)   If the Effective Date falls between two Effective Dates in the table attached as Schedule 4.13 hereto, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the two dates, based on a 365-day year.
        (e)   No increase in the Conversion Rate shall be made pursuant to this Section 4.13 if the Stock Price (i) exceeds $[    ] per share (subject to adjustment) or (ii) is less than $[    ] per share (subject to adjustment).
        (f)    The Stock Price figures set forth in the first row of the table (i.e., column headers) in Schedule 4.13 hereto shall be adjusted as of any date on which the Conversion Price of the Securities is adjusted pursuant to Section 4.06. The adjusted Stock Price figures shall equal the Stock Price figures applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Price as so adjusted and the denominator of which is the Conversion Price immediately prior to the adjustment giving rise to the Stock Price figure adjustment. The number of Additional Shares indicated in the table shall be adjusted by the inverse application of the adjustment factor applied to the Conversion Price pursuant to Section 4.06.
24

        (g)   In no event shall the Conversion Rate be increased to more than [    ] shares per $1,000 principal amount of Securities (the " Maximum Adjusted Conversion Rate ") pursuant to the events described in this Section 4.13. The Maximum Adjusted Conversion Rate shall be subject to adjustments by the inverse application of the adjustment factor applied to the Conversion Price pursuant to Section 4.06.
        (h)   The Company will notify Holders of the anticipated Effective Date of a Qualifying Fundamental Change and issue a press release as soon as practicable after the Company first determines the anticipated Effective Date of such Qualifying Fundamental Change.
        (i)    Notwithstanding the provisions of Section 4.02, if a Holder surrenders the Securities for conversion in connection with a Qualifying Fundamental Change, the Company will deliver the portion of the conversion consideration that is payable on account of the increase in the Conversion Rate pursuant to this Section 4.13 as soon as practicable, but in no event after the third Business Day after the later of (i) the date the Holder surrenders the Securities for conversion; (ii) the last Trading Day in the applicable Conversion Period; and (iii) the Effective Date of the Qualifying Fundamental Change.
        Section 4.14.     Limitation on Adjustments.     
        (a)   The Company shall not take any action that would result in an adjustment pursuant to the foregoing provisions in this Article IV without complying with the rules of any stock exchange on which the Class B Common Stock is then listed (including, if applicable, New York Stock Exchange rules requiring stockholder approval of certain issuance of stock).
        (b)   The Company shall not take any action that would result in an adjustment pursuant to the foregoing provisions in this Article IV if that adjustment would reduce the Conversion Price below the then par value of the shares of Class B Common Stock issuable upon conversion of the Securities.
        (c)   The Company shall not take any action or engage in any transaction that would result in an adjustment pursuant to the foregoing provisions of this Article IV to the extent that such action or transaction would result in the number of shares of the Class B Common Stock becoming issuable under the terms of the Notes and the settlement of the facsimile agreements confirming the terms and conditions of warrant transactions entered into between the Company and each of Deutsche Bank AG, acting through its London branch, and Citibank, N.A on the trade date of June [    ], 2007 to exceed the lesser of (a) 19.99% of the number of shares of the Class B Common Stock outstanding on the date hereof or (b) 19.99% of the number of shares of the Class B Common Stock outstanding on the date such shares of the Class B Common Stock are to be issued without first obtaining the approval of the holders of the Company's Class A Common Stock and Special Class A Common Stock.
ARTICLE V
Default and Remedies
        Section 5.01.     Events of Default.     In addition to the Events of Default specified in Section 6.01 of the Original Indenture, each of the following will constitute and Event of Default with respect to the Securities:
        (a)   the Company defaults in the payment of Cash or shares of Class B Common Stock (if any) upon conversion of any Security (including any Additional Shares) when the same becomes due and payable;
        (b)   the Company defaults in the payment of the purchase price of any Security when the same becomes due and payable; and
        (c)   the Company fails to provide on a timely basis written notice of a Fundamental Change as required by Section 3.01(b).
25

        Section 5.02.     Amendment and Waiver of Past Defaults.     Notwithstanding any other provision of this Indenture, the consent of each Securityholder affected thereby is required for any amendment to, or waiver of any Default under, this Article V.
ARTICLE VI
Miscellaneous
        Section 6.01.     Ratification of Original Indenture: Supplemental Indentures Part of Original Indenture.     Except as expressly amended or supplemented hereby, the Original Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Original Indenture for all purposes, and every Holder of any Securities heretofore or hereafter authenticated and delivered pursuant hereto shall be bound hereby. Except only insofar as the Original Indenture may be inconsistent with the express provisions of this First Supplemental Indenture, in which case the terms of this First Supplemental Indenture shall govern and supersede those contained in the Original Indenture, this First Supplemental Indenture shall henceforth have effect so far as practicable as if all the provisions of the Original Indenture and this First Supplemental Indenture were contained in one instrument.
        Section 6.02.     Concerning the Trustee.     The recitals contained herein and in the Securities, except with respect to the Trustee's certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture or of the Securities. Neither the Conversion Agent nor the Trustee shall be responsible for determining or monitoring the Closing Sale Price or any adjustment to the Conversion Price, which shall be determined by the Company in good faith. Absent manifest error, such determinations by the Company shall be binding on all Holders. The Company shall provide a schedule of its calculations under this Section 6.02 to the Trustee, which shall be entitled to rely conclusively on the accuracy thereof without independent verification.
        Section 6.03.     Counterparts.     This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
        Section 6.04.     Governing Law.     This First Supplemental Indenture, the Indenture and the Securities shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.
26

        IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the date first above written.

 	 	MOLSON COORS BREWING COMPANY	

 	
By:	

 	 	Name:	 	
 	 	Title:	 	

 	
GUARANTORS:	

 	
MOLSON COORS CAPITAL FINANCE ULC	

 	
By:	

 	 	Name:	 	
 	 	Title:	 	

 	
COORS BREWING COMPANY	

 	
By:	

 	 	Name:	 	
 	 	Title:	 	

 	
COORS DISTRIBUTING COMPANY	

 	
By:	

 	 	Name:	 	
 	 	Title:	 	

 	
CBC HOLDCO, INC.	

 	
By:	

 	 	Name:	 	
 	 	Title:	 	

 	
MCBC INTERNATIONAL HOLDCO, INC.	

 	
By:	

 	 	Name:	 	
 	 	Title:	 	

  	 	MOLSON COORS INTERNATIONAL LP	

 	
By:	
 	
MOLSON COORS INTERNATIONAL GENERAL, ULC
Its General Partner	

 	

By:	

 	 	 	 	Name:	 	
 	 	 	 	Title:	 	

 	
MOLSON COORS INTERNATIONAL GENERAL, ULC	

 	
By:	

 	 	 	 		
 	 	Name:	 	 	 	
 	 	Title:	 	 	 	

 	
COORS INTERNATIONAL HOLDCO, ULC	

 	
By:	

 	 	 	 		
 	 	Name:	 	 	 	
 	 	Title:	 	 	 	

 	
MOLSON COORS CALLCO ULC	

 	
By:	

 	 	 	 		
 	 	Name:	 	 	 	
 	 	Title:	 	 	 	

 

COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P.	

 	
By:	
 	
COORS GLOBAL PROPERTIES, INC., Its General Partner	

 	

By:	

 	 	 	 	Name:	 	
 	 	 	 	Title:	 	

 	
COORS GLOBAL PROPERTIES, INC.	

 	
By:	

 	 	 	 		
 	 	Name:	 	 	 	
 	 	Title:	 	 	 	

 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee	

 	
By:	

 	 	Name:	 	
 	 	Title:	 	

 	
By:	

 	 	Name:	 	
 	 	Title:	 	

EXHIBIT A
 
 [FORM OF FACE OF SECURITY]
[THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER HEREOF.](1)

(1)
These paragraphs are to be included only if the Security is a Global Security.
 
 MOLSON COORS BREWING COMPANY

CUSIP:	 	No.	
[    ]% CONVERTIBLE SENIOR NOTES DUE JULY 30, 2013
        Molson Coors Brewing Company, a Delaware corporation (the "Company," which term shall include any successor corporation under the Indenture referred to on the reverse hereof), promises to pay to                        , or registered assigns, the principal sum of                        dollars ($                        ) on July 30, 2013 [or such greater or lesser amount as is indicated on the Schedule of Exchanges of Securities on the reverse of this Security].(2)

(2)
This phrase are to be included only if the Security is a Global Security.
        This Security is convertible as specified on the reverse of this Security. Additional provisions of this Security are set forth on the reverse of this Security.
[SIGNATURE PAGE FOLLOWS]
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        IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 	 	MOLSON COORS BREWING COMPANY	

 	
By:	

Name:
Title:	
 
 Trustee's Certificate of Authentication
This is one of the Securities referred to in the within-mentioned Indenture.

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee	 	

By:	

 	
 	 	
Authorized Signatory	 	
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 [FORM OF REVERSE OF SECURITY]

MOLSON COORS BREWING COMPANY
[    ]% CONVERTIBLE SENIOR NOTES DUE JULY 30, 2013
1.
INTEREST AMOUNTS
        Molson Coors Brewing Company, a Delaware corporation (the "Company," which term shall include any successor corporation under the Indenture hereinafter referred to), shall pay interest at a rate of [    ]% per annum, on the principal amount of this Security, semi-annually in arrears on January 30 and July 30 of each year (each, an "Interest Payment Date"), or if any such day is not a Business Day, the immediately following Business Day, commencing July 30, 2007. Interest on this Security shall be paid to the Holder of such Security at 5:00 p.m. (New York City time) on January 15 or July 15 (each, a "Record Date"), as the case may be, next preceding the related Interest Payment Date, and shall be computed on the basis of a 360-day year comprised of twelve 30-day months. In the event of the maturity, conversion, or purchase of this Security by the Company at the option of the Holder, interest shall cease to accrue on this Security. Interest on this Security shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance.
2.
METHOD OF PAYMENT
        The Company shall pay any interest on this Security to the person who is the Holder of this Security at the close of business on January 15 or July 15, as the case may be, next preceding the related interest payment date. Payments of the principal of and interest on this Security shall be made in U.S. Dollars, and the Securities shall be denominated in U.S. Dollars.
3.
PAYING AGENT, REGISTRAR AND CONVERSION AGENT
        Initially, Deutsche Bank Trust Company Americas (the "Trustee," which term shall include any successor trustee under the Indenture hereinafter referred to) will act as Paying Agent, Registrar and Conversion Agent. The Company may change any Paying Agent, Registrar or Conversion Agent without notice to the Holder.
4.
INDENTURE
        This Security is one of a duly authorized issue of Securities of the Company designated as its [    ]% Convertible Senior Notes due July 30, 2013 (the "Securities"), issued under an Indenture, dated as of June [    ], 2007 (as supplemented by the First Supplemental Indenture, dated as of [    ], 2007 (the "First Supplemental Indenture"), by and among the Company, the Guarantors and the Trustee, (the "Indenture"). Terms used in this Security without definition have the meaning given them in the Indenture. The terms of this Security include those stated in the Indenture and those required by or made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, as in effect on the date of the Indenture. This Security is subject to all such terms, and the Holder of this Security is referred to the Indenture and said Act for a statement of them.
        The Securities are senior unsecured obligations of the Company. The Indenture does not limit other debt of the Company, secured or unsecured.
5.
PURCHASE OF SECURITIES AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE

        At the option of the Holder and subject to the terms and conditions of the Indenture, the Company shall become obligated to purchase all or any part specified by the Holder (so long as the principal amount of such part is $1,000 or an integral multiple of $1,000 in excess thereof) of the Securities held by such Holder on the date that is 30 Business Days after the occurrence of a
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Fundamental Change (as defined in Section 3.01(a) of the First Supplemental Indenture), at a purchase price equal to 100% of the principal amount thereof, together with any accrued and unpaid interest up to, but excluding, the Fundamental Change Purchase Date (as defined in Section 3.01(a) of the First Supplemental Indenture), payable in cash. The Holder shall have the right to withdraw any Fundamental Change Purchase Notice (in whole or in a portion thereof that is $1,000 or an integral multiple of $1,000 in excess thereof) at any time prior to 5:00 p.m. (New York City time) on the second Scheduled Trading Day next preceding the Fundamental Change Purchase Date by delivering a written notice of withdrawal to the Paying Agent in accordance with the terms of the Indenture.
6.
CONVERSION
        The Holder of this Security may convert the principal amount hereof such Security (or any portion thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof) into Cash and Class B Common Stock, if any, subject to the conditions set forth in Section 4.01 of the First Supplemental Indenture; provided , however , that, if this Security is submitted for purchase upon a Fundamental Change, the conversion right shall terminate at 5:00 p.m. (New York City time) on the second Trading Day immediately preceding the Fundamental Change Purchase Date for such Security or such earlier date as the Holder presents such Security for purchase (unless such submission is validly withdrawn or the Company shall default in making the Fundamental Change Purchase Price payment when due, in which case the conversion right shall terminate at 5:00 p.m. (New York City time) on the date such default is cured and such Security is purchased).
        The initial Conversion Price is $[    ] per share, subject to adjustment under the circumstances provided in the Indenture. No fractional shares will be issued upon conversion; in lieu thereof, the Company shall deliver a number of shares of Class B Common Stock equal to the aggregate of the fractional shares otherwise deliverable for each Trading Day during the Conversion Period (rounding down to the nearest whole number) and shall pay an amount in cash equal to the remainder multiplied by the Volume Weighted Average Price of the Class B Common Stock on the last Trading Day of the Conversion Period.
        [To convert this Security, a Holder must deliver the Security by book-entry transfer to the Conversion Agent (which initially shall be the Trustee) through the facilities of the Depositary in accordance with the Applicable Procedures, accompanied by payment of any tax or duty, in accordance with Section 4.04 of the First Supplemental Indenture, which may be payable in respect of any transfer involving the issue or delivery of the Class B Common Stock in the name of a Person other than the Holder of the Security.](3)

(3)
To be included only if the Security is a Global Security.
        [To convert this Security, a Holder must deliver such Security at the specified office of the Conversion Agent, accompanied by (a) a completed and duly signed Conversion Notice, in the form as set forth on the reverse hereof; (b) if the Security has been lost, stolen, destroyed or mutilated, the evidence regarding the loss, theft, destruction or mutilation of the Security and other requirements under Section 2.08 of the Original Indenture; (c) appropriate endorsements and transfer documents if required by the Conversion Agent; and (d) payment of any tax or duty, in accordance with Section 4.04 of the First Supplemental Indenture, which may be payable in respect of any transfer involving the issue or delivery of the Class B Common Stock in the name of a Person other than the Holder of the Security.](4)

(4)
To be included only if the Security is a Definitive Security.
        A Holder may convert a portion of a Security equal to $1,000 or any integral multiple thereof.
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        A Security in respect of which a Holder had delivered a Fundamental Change Purchase Notice exercising the option of such Holder to require the Company to purchase such Security may be converted only if the Fundamental Change Purchase Notice is withdrawn in accordance with the terms of the Indenture.
7.
GUARANTY
        The payment by the Company of the principal of, and interest on, the Securities is fully and unconditionally guaranteed on a joint and several senior basis by each of the Guarantors on the terms set forth in Section 10.01 of the Original Indenture.
8.
DENOMINATIONS, TRANSFER, EXCHANGE
        The Securities are in registered form, without coupons, in denominations of $1,000 and integral multiples of $1,000. A Holder may transfer or exchange Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes or other governmental charges that may be imposed in relation thereto by law or permitted by the Indenture.
9.
PERSONS DEEMED OWNERS
        The Holder of a Security may be treated as the owner of it for all purposes.
10.
UNCLAIMED MONEY
        If money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company or such other Person and not to the Trustee for payment.
11.
AMENDMENT, SUPPLEMENT AND WAIVER
        Subject to the exceptions set forth in the Indenture, the Securities and the Indenture may be amended or supplemented with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding, and an existing default or Event of Default with respect to the Securities and its consequence or compliance with any provision of the Securities or the Indenture may be waived in a particular instance with the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding. Without notice to or the consent of any Holder, the Company and the Trustee may amend or supplement the Indenture or the Securities to, among other things, cure any ambiguity, correct any defect or inconsistency or make any other change that does not adversely affect the rights of any Holder.
12.
SUCCESSOR ENTITY
        When a Successor Company assumes all the obligations of its predecessor under the Securities and the Indenture in accordance with the terms and conditions of the Indenture, the predecessor company (except in the circumstances specified in the Indenture) shall be released from those obligations.
13.
DEFAULTS AND REMEDIES
        Under the Indenture, Events of Default include (i) default by the Company in any payment of any installment of interest on any Security when the same becomes due and payable, if such default continues for a period of 30 days; (ii) default by the Company in the payment of any installment of principal of any Security when the same becomes due and payable at its stated maturity, upon declaration of acceleration, notice of option to elect repayment or otherwise; (iii) failure by the Company or any Guarantor to comply with any of its covenants in the Securities or the Indenture (other than those referred to in clause (i) or (ii) above) and continuance of such failure for 90 days after the notice specified below; (iv) acceleration of the payment of any Indebtedness of the Company,
A-5

any Guarantor or any Significant Subsidiary in a principal amount exceeding $50,000,000 as a result of the failure of the Company, such Guarantor or such Significant Subsidiary to perform any covenant or agreement applicable to such Indebtedness, which acceleration is not rescinded or annulled within 60 days after written notice thereof or is not paid when otherwise due after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; (v) the occurrence of events of bankruptcy or insolvency with respect to the Company that are set forth in the Indenture; (vi) default by the Company in the payment of Cash or shares of Class B Common Stock (if any) upon conversion of any Security (including any Additional Shares) when the same becomes due and payable; (vii) default by the Company in the payment of the purchase price of any Security when the same becomes due and payable; and (viii) failure by the Company to provide on a timely basis written notice of a Fundamental Change as required by Section 3.01(b) of the First Supplemental Indenture.
        If an Event of Default (other than an Event of Default specified in Section 6.01(5) or (6) of the Original Indenture and except as otherwise provided in Section 6.13 of the Original Indenture) occurs and is continuing, the Trustee, in its discretion, by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities by notice to the Company and the Trustee, may declare the principal amount of, and accrued and unpaid interest on all the Securities to be due and payable. If an Event of Default specified in Section 6.01(5) or (6) of the Original Indenture occurs and is continuing, the principal amount of and interest on all the outstanding Securities issued pursuant to this Indenture shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Securityholders. The Holders of a majority in principal amount of the Securities by written notice to the Trustee and the Company may rescind an acceleration of the Securities and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the principal amount of or interest on the Securities that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.
        Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security satisfactory to it. Subject to the limitations provided for in the Indenture.
14.
TRUSTEE DEALINGS WITH THE COMPANY
        Subject to any applicable limitations imposed by the TIA, Deutsche Bank Trust Company Americas, the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company or an Affiliate of the Company and may otherwise deal with the Company or an Affiliate of the Company, as if it were not the Trustee.
15.
NO RECOURSE AGAINST OTHERS
        A director, officer, employee or shareholder, as such, of the Company or any Guarantor shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. The Holder of this Security by accepting this Security waives and releases all such liability. The waiver and release are part of the consideration for the issuance of this Security.
16.
AUTHENTICATION

        This Security shall not be valid until the Trustee or an authenticating agent manually or by facsimile signs the certificate of authentication on the face of this Security.
17.
ABBREVIATIONS AND DEFINITIONS
        Customary abbreviations may be used in the name of the Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
A-6

right of survivorship and not as tenants in common), CUST (= Custodian) and UGMA (= Uniform Gifts to Minors Act).
        All terms defined in the Indenture and used in this Security but not specifically defined herein are used herein as so defined.
18.
INDENTURE TO CONTROL; GOVERNING LAW
        In the case of any conflict between the provisions of this Security and the Indenture, the provisions of the Indenture shall control. This Security shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.
        The Company will furnish to any Holder, upon written request and without charge, a copy of the Indenture. Requests may be made to: Molson Coors Brewing Company, 1225 17 th Street, Suite 3200, Denver, Colorado 80202, Attention: Chief Legal Officer.
A-7

 
 CONVERSION NOTICE(5)
To convert this Security into Cash and Class B Common Stock of the Company, check the box:     o
To convert only part of this Security, state the principal amount to be converted (must be $1,000 or a integral multiple of $1,000): $                  .
If you want the stock certificate made out in another person's name, fill in the form below:

(Insert assignee's soc. sec. or tax I.D. no.)	

	

	

	

(Print or type assignee's name, address and zip code)	
  	 	 	Your Signature:	

Date:	

 	
 		 	
(Sign exactly as your name appears on the other side of this Security)	

*Signature guaranteed by:	

By:	

 	

*
The signature must be guaranteed by an institution which is a member of one of the following recognized signature guaranty programs: (i) the Securities Transfer Agent Medallion Program (STAMP); (ii) the New York Stock Exchange Medallion Program (MSP); (iii) the Stock Exchange Medallion Program (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

(5)
To be included only if the Security is a Definitive Security.
A-8

 
 
 SCHEDULE OF EXCHANGES OF SECURITIES(6)
        The following exchanges, redemptions, repurchases or conversions of a part of this global Security have been made:

Principal Amount
of this Global Security
Following Such Decrease
Date of Exchange
(or Increase)
	 	Authorized
Signatory of
Securities
Custodian
	 	Amount of Decrease in
Principal Amount
of this Global Security
	 	Amount of
Increase in
Principal Amount
of this Global Security

    	 	 	 	 	 	 	

(6)
To be included only if the Security is a Global Security.
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QuickLinks
 FIRST SUPPLEMENTAL INDENTURE DATED AS OF JUNE [ ], 2007 to INDENTURE dated as of June [ ], 2007 among MOLSON COORS BREWING COMPANY, as Issuer THE GUARANTORS NAMED THEREIN, as Guarantors and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
TABLE OF CONTENTS
 [FORM OF FACE OF SECURITY]
MOLSON COORS BREWING COMPANY
Trustee's Certificate of Authentication
[FORM OF REVERSE OF SECURITY] MOLSON COORS BREWING COMPANY
 CONVERSION NOTICE(5)
SCHEDULE OF EXCHANGES OF SECURITIES(6)
 
Exhibit 5.1
June 11, 2007

(212) 351-4000	 	C 64616-00003	
(212) 351-4035
Molson Coors Brewing Company
The Guarantors listed on Schedule I hereto
1225 17th Street
Denver, CO 80202

 	Re:	Molson Coors Brewing Company
Registration Statement on Form S-3 filed June 11, 2007	
Ladies and Gentlemen:
        We have examined the Registration Statement on Form S-3 (the " Registration Statement "), of Molson Coors Brewing Company, a Delaware corporation (the " Company "), and Coors Brewing Company, a Colorado corporation, Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company, Coors Distributing Company, a Colorado corporation, Coors International Market Development, L.L.L.P., a Colorado limited liability limited partnership, Coors Global Properties, Inc., a Colorado corporation, Molson Coors International LP, a Delaware limited partnership, CBC Holdco, Inc., a Colorado corporation, MCBC International Holdco, Inc., a Colorado corporation, Molson Coors International General, ULC, a Nova Scotia unlimited liability company, Coors International Holdco, ULC, a Nova Scotia unlimited liability company, and Molson Coors Callco ULC, a Nova Scotia unlimited liability company (collectively, the " Guarantors "), filed with the Securities and Exchange Commission (the " Commission ") pursuant to the Securities Act of 1933, as amended (the " Securities Act "), in connection with the offering by the Company of Convertible Senior Notes due 2013 (the " Notes ") and shares of Class B common stock of the Company, par value $0.01 per share (the " Shares "), issuable upon conversion of the Notes, and by the Guarantors of the related guarantees of the Notes (the " Guarantees ," and together with the Notes and Common Stock, the " Securities "). The Notes and the Guarantees will be issued pursuant to the terms of an Indenture in the form filed as Exhibit 4.26 to the Registration Statement, proposed to be entered into by the Company, the Guarantors, and Deutsche Bank Trust Company Americas, as Trustee (the " Trustee "), to be supplemented by a First Supplemental Indenture in the form filed as Exhibit 4.27 to the Registration Statement, proposed to be entered into by the Company, the Guarantors and the Trustee (as so supplemented, the " Indenture "). In connection with the issuance of the Securities, the Company and the Guarantors propose to enter into an Underwriting Agreement, in the form to be filed as Exhibit 1.1 to the Registration Statement, with Deutsche Bank Securities Inc. and Citigroup Global Markets Inc. (the " Underwriting Agreement "). Capitalized terms defined in the Registration Statement and not otherwise defined herein are used herein as so defined.
        We have examined the originals, or photostatic or certified copies, of such records of the Company and the Guarantors and certificates of officers of the Company and the Guarantors and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.
        Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated and in reliance on statements of fact contained in the documents that we have examined, we are of the opinion that:
        1.     With respect to the Notes, when (a) the Indenture has been duly executed and delivered by the Company, the Guarantors and the Trustee, and (b) the Notes have been duly authenticated by the

Trustee and duly executed and delivered on behalf of the Company against payment therefor in accordance with the terms and provisions of the Indenture as contemplated by the Registration Statement and the Underwriting Agreement, the Notes will constitute valid and binding obligations of the Company.
        2.     The Shares initially issuable upon conversion of the Notes, when issued and delivered upon conversion of the Notes and in accordance with the terms of the Notes, will be validly issued, fully paid and non-assessable.
        3.     With respect to the Guarantees, when the (a) Indenture has been duly executed and delivered by the Company, the Guarantors and the Trustee, and (b) the Notes have been issued as described in paragraph 1 above, the Guarantees will constitute valid and binding obligations of the Guarantors.
        The opinions set forth in paragraphs 1 and 3 above are each subject to (i) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors generally, including the effect of statutory or other laws regarding fraudulent transfers or preferential transfers, and (ii) general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law. With respect to such opinions, we express no opinion regarding the effectiveness of (i) any waiver of stay, extension or usury laws or of unknown future rights, or (ii) provisions relating to indemnification, exculpation or contribution, to the extent such provisions may be held unenforceable as contrary to federal or state securities laws.
        We render no opinion herein as to matters involving the laws of any jurisdiction other than the State of New York and, for purposes of Paragraph 2 above, the Delaware General Corporation Law (the " DGCL "). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL as currently in effect and have made such inquiries as we consider necessary to render the opinion contained in Paragraph 2 above. This opinion letter is limited to the effect of the current state of the laws of the State of New York and, to the limited extent set forth above, the DGCL, and the facts as they currently exist. We assume no obligation to revise or supplement this opinion letter in the event of future changes in such laws or the interpretations thereof or such facts.
        We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption "Legal Matters" in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

 	 	Very truly yours,	

 	
/s/ Gibson, Dunn & Crutcher LLP	
2

SCHEDULE I
Coors Brewing Company
Molson Coors Capital Finance ULC
Coors Distributing Company
Coors International Market Development, L.L.L.P.
Coors Global Properties, Inc.
Molson Coors International LP
CBC Holdco, Inc.
MCBC International Holdco, Inc.
Molson Coors International General, ULC
Coors International Holdco, ULC
Molson Coors Callco ULC
3

 
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
        We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 28, 2007 relating to the financial statements, financial statement schedule, management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in Molson Coors Brewing Company's Annual Report on Form 10-K for the year ended December 31, 2006. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
PricewaterhouseCoopers LLP
Denver, Colorado
June 11, 2007

 
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Exhibit 25.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549

FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)

DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)
 (Exact name of trustee as specified in its charter)

NEW YORK 
(Jurisdiction of Incorporation or
organization if not a U.S. national bank)	 	13-4941247
(I.R.S. Employer
Identification no.)	

60 WALL STREET
NEW YORK, NEW YORK
(Address of principal
executive offices)	
 	
10005
(Zip Code)	
Deutsche Bank Trust Company Americas
Attention: Lynne Malina
Legal Department
60 Wall Street, 37th Floor
New York, New York 10005
(212) 250 - 0677
(Name, address and telephone number of agent for service)

Molson Coors Brewing Company
 (Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization)	 	84-0178360
(IRS Employer Identification No.)	

1225 17 th Street
Denver, Colorado 80202
(303) 279-6565
1555 Notre Dame East
Montreal, Quebec, Canada H2L 2R5
(514) 521-1786	
 	
Samuel D. Walker
Global Chief Legal Officer
1225 17 th Street
Denver, Colorado 80202
(303) 279-6565	
(Address and Zip Code of Principal Executive Offices)
Copies To:

Richard M. Russo, Esq.
Gibson, Dunn & Crutcher LLP
1801 California Street, Suite 4200
Denver, Colorado 80202
(303) 298-5700	 	Leslie N. Silverman, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000	

 	
 	
Convertible Senior Notes and
Convertible Senior Note Guarantees
 (Title of the Indenture securities)

Item 1. General Information.
        Furnish the following information as to the trustee.
(a)
Name and address of each examining or supervising authority to which it is subject.

Name
	 	Address
	
Federal Reserve Bank (2nd District)	 	New York, NY	
Federal Deposit Insurance Corporation	 	Washington, D.C.	
New York State Banking Department	 	Albany, NY	
(b)
Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
        If the obligor is an affiliate of the Trustee, describe each such affiliation.
        None.
Item 3. -15. Not Applicable
Item 16. List of Exhibits.

Exhibit 1 -	 	Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002, copies attached.	

Exhibit 2 -	
 	
Certificate of Authority to commence business—Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 33-21047.	

Exhibit 3-	
 	
Authorization of the Trustee to exercise corporate trust powers—Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 33-21047.	

Exhibit 4 -	
 	
Existing By-Laws of Bankers Trust Company, as amended on April 15, 2002. Copy attached.	

Exhibit 5 -	
 	
Not applicable.	

Exhibit 6 -	
 	
Consent of Bankers Trust Company required by Section 321(b) of the Act.—Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 22-18864.	

Exhibit 7 -	
 	
The latest report of condition of Deutsche Bank Trust Company Americas dated as of March 31, 2007. Copy attached.	

Exhibit 8 -	
 	
Not Applicable.	

Exhibit 9 -	
 	
Not Applicable.	

 
 SIGNATURE
        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on this 11th day of June, 2007.

 	
 		
 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS	

 	
By:	
/s/ Wanda Camacho

Wanda Camacho
 Vice President	

EXHIBIT 1
State of New York,
Banking Department
         I, MANUEL KURSKY , Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8005 of the Banking Law," dated September 16, 1998, providing for an increase in authorized capital stock from $3,001,666,670 consisting of 200,166,667 shares with a par value of $10 each designated as Common Stock and 1,000 shares with a par value of $1,000,000 each designated as Series Preferred Stock to $3,501,666,670 consisting of 200,166,667 shares with a par value of $10 each designated as Common Stock and 1,500 shares with a par value of $1,000,000 each designated as Series Preferred Stock.
         Witness, my hand and official seal of the Banking Department at the City of New York,
this 25th day of September in the Year of our Lord one thousand nine hundred and ninety-eight .

 	 	/s/ Manuel Kursky

Deputy Superintendent of Banks	

RESTATED
ORGANIZATION
CERTIFICATE
OF
BANKERS TRUST COMPANY

Under Section 8007
Of the Banking Law

Bankers Trust Company
1301 6 th Avenue, 8 th Floor
New York, N.Y. 10019
Counterpart Filed in the Office of the Superintendent of Banks, State of New York, August 31, 1998

RESTATED ORGANIZATION CERTIFICATE
OF
BANKERS TRUST
Under Section 8007 of the Banking Law

        We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing Director and an Assistant Secretary and a Vice President and an Assistant Secretary of BANKERS TRUST COMPANY, do hereby certify:
        1.     The name of the corporation is Bankers Trust Company.
        2.     The organization certificate of the corporation was filed by the Superintendent of Banks of the State of New York on March 5, 1903.
        3.     The text of the organization certificate, as amended heretofore, is hereby restated without further amendment or change to read as herein-set forth in full, to wit:
"Certificate of Organization
of
Bankers Trust Company"
        Know All Men By These Presents That we, the undersigned, James A. Blair, James G. Cannon, E. C. Converse, Henry P. Davison, Granville W. Garth, A. Barton Hepburn, Will Logan, Gates W. McGarrah, George W. Perkins, William H. Porter, John F. Thompson, Albert H. Wiggin, Samuel Woolverton and Edward F. C. Young, all being persons of full age and citizens of the United States, and a majority of us being residents of the State of New York, desiring to form a corporation to be known as a Trust Company, do hereby associate ourselves together for that purpose under and pursuant to the laws of the State of New York, and for such purpose we do hereby, under our respective hands and seals, execute and duly acknowledge this Organization Certificate in duplicate, and hereby specifically state as follows, to wit:
        I.     The name by which the said corporation shall be known is Bankers Trust Company.
        II.    The place where its business is to be transacted is the City of New York, in the State of New York.
        III.  Capital Stock: The amount of capital stock which the corporation is hereafter to have is Three Billion One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1,000 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock.
        (a)     Common Stock     
        1.     Dividends: Subject to all of the rights of the Series Preferred Stock, dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the corporation legally available for the payment of dividends.
        2.     Voting Rights: Except as otherwise expressly provided with respect to the Series Preferred Stock or with respect to any series of the Series Preferred Stock, the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, each holder of the Common Stock being entitled to one vote for each share thereof held.
        3.     Liquidation: Upon any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, and after the holders of the Series Preferred Stock of each series shall have been paid in full the amounts to which they respectively shall be entitled, or a sum sufficient for the payment in full set aside, the remaining net assets of the corporation shall be distributed pro rata to the holders of the Common Stock in accordance with their respective rights and interests, to the exclusion of the holders of the Series Preferred Stock.

        4.     Preemptive Rights: No holder of Common Stock of the corporation shall be entitled, as such, as a matter of right, to subscribe for or purchase any part of any new or additional issue of stock of any class or series whatsoever, any rights or options to purchase stock of any class or series whatsoever, or any securities convertible into, exchangeable for or carrying rights or options to purchase stock of any class or series whatsoever, whether now or hereafter authorized, and whether issued for cash or other consideration, or by way of dividend or other distribution.
        (b)     Series Preferred Stock     
        1.     Board Authority: The Series Preferred Stock may be issued from time to time by the Board of Directors as herein provided in one or more series. The designations, relative rights, preferences and limitations of the Series Preferred Stock, and particularly of the shares of each series thereof, may, to the extent permitted by law, be similar to or may differ from those of any other series. The Board of Directors of the corporation is hereby expressly granted authority, subject to the provisions of this Article III, to issue from time to time Series Preferred Stock in one or more series and to fix from time to time before issuance thereof, by filing a certificate pursuant to the Banking Law, the number of shares in each such series of such class and all designations, relative rights (including the right, to the extent permitted by law, to convert into shares of any class or into shares of any series of any class), preferences and limitations of the shares in each such series, including, buy without limiting the generality of the foregoing, the following:
        (i)    The number of shares to constitute such series (which number may at any time, or from time to time, be increased or decreased by the Board of Directors, notwithstanding that shares of the series may be outstanding at the time of such increase or decrease, unless the Board of Directors shall have otherwise provided in creating such series) and the distinctive designation thereof;
        (ii)   The dividend rate on the shares of such series, whether or not dividends on the shares of such series shall be cumulative, and the date or dates, if any, from which dividends thereon shall be cumulative;
        (iii)  Whether or not the share of such series shall be redeemable, and, if redeemable, the date or dates upon or after which they shall be redeemable, the amount or amounts per share (which shall be, in the case of each share, not less than its preference upon involuntary liquidation, plus an amount equal to all dividends thereon accrued and unpaid, whether or not earned or declared) payable thereon in the case of the redemption thereof, which amount may vary at different redemption dates or otherwise as permitted by law;
        (iv)  The right, if any, of holders of shares of such series to convert the same into, or exchange the same for, Common Stock or other stock as permitted by law, and the terms and conditions of such conversion or exchange, as well as provisions for adjustment of the conversion rate in such events as the Board of Directors shall determine;
        (v)   The amount per share payable on the shares of such series upon the voluntary and involuntary liquidation, dissolution or winding up of the corporation;
        (vi)  Whether the holders of shares of such series shall have voting power, full or limited, in addition to the voting powers provided by law and, in case additional voting powers are accorded, to fix the extent thereof; and
        (vii) Generally to fix the other rights and privileges and any qualifications, limitations or restrictions of such rights and privileges of such series, provided, however, that no such rights, privileges, qualifications, limitations or restrictions shall be in conflict with the organization certificate of the corporation or with the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of which there are shares outstanding.
        All shares of Series Preferred Stock of the same series shall be identical in all respects, except that shares of any one series issued at different times may differ as to dates, if any, from which dividends thereon may accumulate. All shares of Series Preferred Stock of all series shall be of equal rank and

shall be identical in all respects except that to the extent not otherwise limited in this Article III any series may differ from any other series with respect to any one or more of the designations, relative rights, preferences and limitations described or referred to in subparagraphs (I) to (vii) inclusive above.
        2.     Dividends: Dividends on the outstanding Series Preferred Stock of each series shall be declared and paid or set apart for payment before any dividends shall be declared and paid or set apart for payment on the Common Stock with respect to the same quarterly dividend period. Dividends on any shares of Series Preferred Stock shall be cumulative only if and to the extent set forth in a certificate filed pursuant to law. After dividends on all shares of Series Preferred Stock (including cumulative dividends if and to the extent any such shares shall be entitled thereto) shall have been declared and paid or set apart for payment with respect to any quarterly dividend period, then and not otherwise so long as any shares of Series Preferred Stock shall remain outstanding, dividends may be declared and paid or set apart for payment with respect to the same quarterly dividend period on the Common Stock out the assets or funds of the corporation legally available therefor.
        All Shares of Series Preferred Stock of all series shall be of equal rank, preference and priority as to dividends irrespective of whether or not the rates of dividends to which the same shall be entitled shall be the same and when the stated dividends are not paid in full, the shares of all series of the Series Preferred Stock shall share ratably in the payment thereof in accordance with the sums which would be payable on such shares if all dividends were paid in full, provided, however, that any two or more series of the Series Preferred Stock may differ from each other as to the existence and extent of the right to cumulative dividends, as aforesaid.
        3.     Voting Rights: Except as otherwise specifically provided in the certificate filed pursuant to law with respect to any series of the Series Preferred Stock, or as otherwise provided by law, the Series Preferred Stock shall not have any right to vote for the election of directors or for any other purpose and the Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes.
        4.     Liquidation: In the event of any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, each series of Series Preferred Stock shall have preference and priority over the Common Stock for payment of the amount to which each outstanding series of Series Preferred Stock shall be entitled in accordance with the provisions thereof and each holder of Series Preferred Stock shall be entitled to be paid in full such amount, or have a sum sufficient for the payment in full set aside, before any payments shall be made to the holders of the Common Stock. If, upon liquidation, dissolution or winding up of the corporation, the assets of the corporation or proceeds thereof, distributable among the holders of the shares of all series of the Series Preferred Stock shall be insufficient to pay in full the preferential amount aforesaid, then such assets, or the proceeds thereof, shall be distributed among such holders ratably in accordance with the respective amounts which would be payable if all amounts payable thereon were paid in full. After the payment to the holders of Series Preferred Stock of all such amounts to which they are entitled, as above provided, the remaining assets and funds of the corporation shall be divided and paid to the holders of the Common Stock.
        5.     Redemption: In the event that the Series Preferred Stock of any series shall be made redeemable as provided in clause (iii) of paragraph 1 of section (b) of this Article III, the corporation, at the option of the Board of Directors, may redeem at any time or times, and from time to time, all or any part of any one or more series of Series Preferred Stock outstanding by paying for each share the then applicable redemption price fixed by the Board of Directors as provided herein, plus an amount equal to accrued and unpaid dividends to the date fixed for redemption, upon such notice and terms as may be specifically provided in the certificate filed pursuant to law with respect to the series.
        6.     Preemptive Rights: No holder of Series Preferred Stock of the corporation shall be entitled, as such, as a matter or right, to subscribe for or purchase any part of any new or additional issue of stock of any class or series whatsoever, any rights or options to purchase stock of any class or series whatsoever, or any securities convertible into, exchangeable for or carrying rights or options to

purchase stock of any class or series whatsoever, whether now or hereafter authorized, and whether issued for cash or other consideration, or by way of dividend.
        (c)     Provisions relating to Floating Rate Non-Cumulative Preferred Stock, Series A. (Liquidation value $1,000,000 per share.)     
        1.     Designation: The distinctive designation of the series established hereby shall be "Floating Rate Non-Cumulative Preferred Stock, Series A" (hereinafter called "Series A Preferred Stock").
        2.     Number: The number of shares of Series A Preferred Stock shall initially be 250 shares. Shares of Series A Preferred Stock redeemed, purchased or otherwise acquired by the corporation shall be cancelled and shall revert to authorized but unissued Series Preferred Stock undesignated as to series.
        3.     Dividends:
        (a)   Dividend Payments Dates. Holders of the Series A Preferred Stock shall be entitled to receive non-cumulative cash dividends when, as and if declared by the Board of Directors of the corporation, out of funds legally available therefor, from the date of original issuance of such shares (the "Issue Date") and such dividends will be payable on March 28, June 28, September 28 and December 28 of each year ("Dividend Payment Date") commencing September 28, 1990, at a rate per annum as determined in paragraph 3(b) below. The period beginning on the Issue Date and ending on the day preceding the first Dividend Payment Date and each successive period beginning on a Dividend Payment Date and ending on the date preceding the next succeeding Dividend Payment Date is herein called a "Dividend Period". If any Dividend Payment Date shall be, in The City of New York, a Sunday or a legal holiday or a day on which banking institutions are authorized by law to close, then payment will be postponed to the next succeeding business day with the same force and effect as if made on the Dividend Payment Date, and no interest shall accrue for such Dividend Period after such Dividend Payment Date.
        (b)   Dividend Rate. The dividend rate from time to time payable in respect of Series A Preferred Stock (the "Dividend Rate") shall be determined on the basis of the following provisions:
        (i)    On the Dividend Determination Date, LIBOR will be determined on the basis of the offered rates for deposits in U.S. dollars having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date, as such rates appear on the Reuters Screen LIBO Page as of 11:00 A.M. London time, on such Dividend Determination Date. If at least two such offered rates appear on the Reuters Screen LIBO Page, LIBOR in respect of such Dividend Determination Dates will be the arithmetic mean (rounded to the nearest one-hundredth of a percent, with five one-thousandths of a percent rounded upwards) of such offered rates. If fewer than those offered rates appear, LIBOR in respect of such Dividend Determination Date will be determined as described in paragraph (ii) below.
        (ii)   On any Dividend Determination Date on which fewer than those offered rates for the applicable maturity appear on the Reuters Screen LIBO Page as specified in paragraph (I) above, LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date and in a principal amount of not less than $1,000,000 that is representative of a single transaction in such market at such time are offered by three major banks in the London interbank market selected by the corporation at approximately 11:00 A.M., London time, on such Dividend Determination Date to prime banks in the London market. The corporation will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, LIBOR in respect of such Dividend Determination Date will be the arithmetic mean (rounded to the nearest one-hundredth of a percent, with five one-thousandths of a percent rounded upwards) of such quotations. If fewer than two quotations are provided, LIBOR in respect of such Dividend Determination Date will be the arithmetic mean (rounded to the nearest one-hundredth of a percent, with five one-thousandths of a percent rounded upwards) of the rates quoted by three major banks in New York City selected by the corporation at approximately 11:00 A.M., New York City

time, on such Dividend Determination Date for loans in U.S. dollars to leading European banks having a maturity of three months commencing on the second London Business Day immediately following such Dividend Determination Date and in a principal amount of not less than $1,000,000 that is representative of a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the corporation are not quoting as aforementioned in this sentence, then, with respect to such Dividend Period, LIBOR for the preceding Dividend Period will be continued as LIBOR for such Dividend Period.
        (ii)   The Dividend Rate for any Dividend Period shall be equal to the lower of 18% or 50 basis points above LIBOR for such Dividend Period as LIBOR is determined by sections (I) or (ii) above.
        As used above, the term "Dividend Determination Date" shall mean, with respect to any Dividend Period, the second London Business Day prior to the commencement of such Dividend Period; and the term "London Business Day" shall mean any day that is not a Saturday or Sunday and that, in New York City, is not a day on which banking institutions generally are authorized or required by law or executive order to close and that is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.
        4.     Voting Rights: The holders of the Series A Preferred Stock shall have the voting power and rights set forth in this paragraph 4 and shall have no other voting power or rights except as otherwise may from time to time be required by law.
        So long as any shares of Series A Preferred Stock remain outstanding, the corporation shall not, without the affirmative vote or consent of the holders of at least a majority of the votes of the Series Preferred Stock entitled to vote outstanding at the time, given in person or by proxy, either in writing or by resolution adopted at a meeting at which the holders of Series A Preferred Stock (alone or together with the holders of one or more other series of Series Preferred Stock at the time outstanding and entitled to vote) vote separately as a class, alter the provisions of the Series Preferred Stock so as to materially adversely affect its rights; provided, however, that in the event any such materially adverse alteration affects the rights of only the Series A Preferred Stock, then the alteration may be effected with the vote or consent of at least a majority of the votes of the Series A Preferred Stock; provided, further, that an increase in the amount of the authorized Series Preferred Stock and/or the creation and/or issuance of other series of Series Preferred Stock in accordance with the organization certificate shall not be, nor be deemed to be, materially adverse alterations. In connection with the exercise of the voting rights contained in the preceding sentence, holders of all series of Series Preferred Stock which are granted such voting rights (of which the Series A Preferred Stock is the initial series) shall vote as a class (except as specifically provided otherwise) and each holder of Series A Preferred Stock shall have one vote for each share of stock held and each other series shall have such number of votes, if any, for each share of stock held as may be granted to them.
        The foregoing voting provisions will not apply if, in connection with the matters specified, provision is made for the redemption or retirement of all outstanding Series A Preferred Stock.
        5.     Liquidation: Subject to the provisions of section (b) of this Article III, upon any liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, the holders of the Series A Preferred Stock shall have preference and priority over the Common Stock for payment out of the assets of the corporation or proceeds thereof, whether from capital or surplus, of $1,000,000 per share (the "liquidation value") together with the amount of all dividends accrued and unpaid thereon, and after such payment the holders of Series A Preferred Stock shall be entitled to no other payments.
        6.     Redemption: Subject to the provisions of section (b) of this Article III, Series A Preferred Stock may be redeemed, at the option of the corporation in whole or part, at any time or from time to time at a redemption price of $1,000,000 per share, in each case plus accrued and unpaid dividends to the date of redemption.
        At the option of the corporation, shares of Series A Preferred Stock redeemed or otherwise acquired may be restored to the status of authorized but unissued shares of Series Preferred Stock.

        In the case of any redemption, the corporation shall give notice of such redemption to the holders of the Series A Preferred Stock to be redeemed in the following manner: a notice specifying the shares to be redeemed and the time and place of redemption (and, if less than the total outstanding shares are to be redeemed, specifying the certificate numbers and number of shares to be redeemed) shall be mailed by first class mail, addressed to the holders of record of the Series A Preferred Stock to be redeemed at their respective addresses as the same shall appear upon the books of the corporation, not more than sixty (60) days and not less than thirty (30) days previous to the date fixed for redemption. In the event such notice is not given to any shareholder such failure to give notice shall not affect the notice given to other shareholders. If less than the whole amount of outstanding Series A Preferred Stock is to be redeemed, the shares to be redeemed shall be selected by lot or pro rata in any manner determined by resolution of the Board of Directors to be fair and proper. From and after the date fixed in any such notice as the date of redemption (unless default shall be made by the corporation in providing moneys at the time and place of redemption for the payment of the redemption price) all dividends upon the Series A Preferred Stock so called for redemption shall cease to accrue, and all rights of the holders of said Series A Preferred Stock as stockholders in the corporation, except the right to receive the redemption price (without interest) upon surrender of the certificate representing the Series A Preferred Stock so called for redemption, duly endorsed for transfer, if required, shall cease and terminate. The corporation's obligation to provide moneys in accordance with the preceding sentence shall be deemed fulfilled if, on or before the redemption date, the corporation shall deposit with a bank or trust company (which may be an affiliate of the corporation) having an office in the Borough of Manhattan, City of New York, having a capital and surplus of at least $5,000,000 funds necessary for such redemption, in trust with irrevocable instructions that such funds be applied to the redemption of the shares of Series A Preferred Stock so called for redemption. Any interest accrued on such funds shall be paid to the corporation from time to time. Any funds so deposited and unclaimed at the end of two (2) years from such redemption date shall be released or repaid to the corporation, after which the holders of such shares of Series A Preferred Stock so called for redemption shall look only to the corporation for payment of the redemption price.

        IV.   The name, residence and post office address of each member of the corporation are as follows:

Name
	 	Residence
	 	Post Office Address
	
James A. Blair	 	9 West 50 th Street,
Manhattan, New York City	 	33 Wall Street,
Manhattan, New York City	

James G. Cannon	
 	
72 East 54 th Street,
Manhattan New York City	
 	
14 Nassau Street,
Manhattan, New York City	

E. C. Converse	
 	
3 East 78 th Street,
Manhattan, New York City	
 	
139 Broadway,
Manhattan, New York City	

Henry P. Davison	
 	
Englewood,
New Jersey	
 	
2 Wall Street,
Manhattan, New York City	

Granville W. Garth	
 	
160 West 57 th Street,
Manhattan, New York City	
 	
33 Wall Street
Manhattan, New York City	

A. Barton Hepburn	
 	
205 West 57 th Street
Manhattan, New York City	
 	
83 Cedar Street
Manhattan, New York City	

William Logan	
 	
Montclair,
New Jersey	
 	
13 Nassau Street
Manhattan, New York City	

George W. Perkins	
 	
Riverdale,
New York	
 	
23 Wall Street,
Manhattan, New York City	

William H. Porter	
 	
56 East 67 th Street
Manhattan, New York City	
 	
270 Broadway,
Manhattan, New York City	

John F. Thompson	
 	
Newark,
New Jersey	
 	
143 Liberty Street,
Manhattan, New York City	

Albert H. Wiggin	
 	
42 West 49 th Street,
Manhattan, New York City	
 	
214 Broadway,
Manhattan, New York City	

Samuel Woolverton	
 	
Mount Vernon,
New York	
 	
34 Wall Street,
Manhattan, New York City	

Edward F.C. Young	
 	
85 Glenwood Avenue,
Jersey City, New Jersey	
 	
1 Exchange Place,
Jersey City, New Jersey	
        V.     The existence of the corporation shall be perpetual.
        VI.  The subscribers, the members of the said corporation, do, and each for himself does, hereby declare that he will accept the responsibilities and faithfully discharge the duties of a director therein, if elected to act as such, when authorized accordance with the provisions of the Banking Law of the State of New York.
        VII. The number of directors of the corporation shall not be less than 10 nor more than 25."
        4.     The foregoing restatement of the organization certificate was authorized by the Board of Directors of the corporation at a meeting held on July 21, 1998.

        IN WITNESS WHEREOF, we have made and subscribed this certificate this 6 th day of August, 1998.

 	 	/s/ James T. Byrne, Jr.

James T. Byrne, Jr.
 Managing Director and Secretary	

 	
/s/ Lea Lahtinen

Lea Lahtinen Vice President and Assistant Secretary	

 	
/s/ Lea Lahtinen

Lea Lahtinen	

State of New York	 	 	)	 	 	 	
 	 	 	)	ss:	 	 	
County of New York	 	 	)	 	 	 	
        Lea Lahtinen, being duly sworn, deposes and says that she is a Vice President and an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she has read the foregoing certificate and knows the contents thereof, and that the statements herein contained are true.

 	 	/s/ Lea Lahtinen

Lea Lahtinen	
Sworn to before me this 6th day of August, 1998.

Sandra L. West

Notary Public	 	 	

SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 1998	

State of New York,
Banking Department
         I, MANUEL KURSKY , Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled "RESTATED ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8007 of the Banking Law," dated August 6, 1998, providing for the restatement of the Organization Certificate and all amendments into a single certificate.
         Witness, my hand and official seal of the Banking Department at the City of New York,
this 31st day of August in the Year of our Lord one thousand nine hundred and ninety-eight .

 	 	/s/ Manuel Kursky

Deputy Superintendent of Banks	

CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF BANKERS TRUST
Under Section 8005 of the Banking Law

        We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing Director and Secretary and a Vice President and an Assistant Secretary of Bankers Trust Company, do hereby certify:
        1.     The name of the corporation is Bankers Trust Company.
        2.     The organization certificate of said corporation was filed by the Superintendent of Banks on the 5th of March, 1903.
        3.     The organization certificate as heretofore amended is hereby amended to increase the aggregate number of shares which the corporation shall have authority to issue and to increase the amount of its authorized capital stock in conformity therewith.
        4.     Article III of the organization certificate with reference to the authorized capital stock, the number of shares into which the capital stock shall be divided, the par value of the shares and the capital stock outstanding, which reads as follows:
"III. The amount of capital stock which the corporation is hereafter to have is Three Billion, One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,001,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1000 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock."
is hereby amended to read as follows:
"III. The amount of capital stock which the corporation is hereafter to have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1500 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock."
        5.     The foregoing amendment of the organization certificate was authorized by unanimous written consent signed by the holder of all outstanding shares entitled to vote thereon.
        IN WITNESS WHEREOF, we have made and subscribed this certificate this 25th day of September, 1998

 	 	/s/ James T. Byrne, Jr.

James T. Byrne, Jr.
Managing Director and Secretary	

 	
/s/ Lea Lahtinen

Lea Lahtinen
Vice President and Assistant Secretary	
State of New York	 	 	)	 	
 	 	 	)	ss:	
County of New York	 	 	)	 	
        Lea Lahtinen, being fully sworn, deposes and says that she is a Vice President and an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she

has read the foregoing certificate and knows the contents thereof, and that the statements herein contained are true.

 	 	/s/ Lea Lahtinen

Lea Lahtinen	
Sworn to before me this 25 th day
of September, 1998

Sandra L. West

Notary Public	 	 	

SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 2000	

State of New York,
Banking Department
         I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section 8005 of the Banking Law," dated December 16, 1998, providing for an increase in authorized capital stock from $3,501,666,670 consisting of 200,166,667 shares with a par value of $10 each designated as Common Stock and 1,500 shares with a par value of $1,000,000 each designated as Series Preferred Stock to $3,627,308,670 consisting of 212,730,867 shares with a par value of $10 each designated as Common Stock and 1,500 shares with a par value of $1,000,000 each designated as Series Preferred Stock.
         Witness, my hand and official seal of the Banking Department at the City of New York,
this 18th day of December in the Year of our Lord one thousand nine hundred and ninety-eight .

 	 	/s/ P. Vincent Conlon

Deputy Superintendent of Banks	

CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF BANKERS TRUST
Under Section 8005 of the Banking Law

        We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing Director and Secretary and a Vice President and an Assistant Secretary of Bankers Trust Company, do hereby certify:
        1.     The name of the corporation is Bankers Trust Company.
        2.     The organization certificate of said corporation was filed by the Superintendent of Banks on the 5th of March, 1903.
        3.     The organization certificate as heretofore amended is hereby amended to increase the aggregate number of shares which the corporation shall have authority to issue and to increase the amount of its authorized capital stock in conformity therewith.
        4.     Article III of the organization certificate with reference to the authorized capital stock, the number of shares into which the capital stock shall be divided, the par value of the shares and the capital stock outstanding, which reads as follows:
"III. The amount of capital stock which the corporation is hereafter to have is Three Billion, Five Hundred One Million, Six Hundred Sixty-Six Thousand, Six Hundred Seventy Dollars ($3,501,666,670), divided into Two Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven (200,166,667) shares with a par value of $10 each designated as Common Stock and 1500 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock."
is hereby amended to read as follows:
"III. The amount of capital stock which the corporation is hereafter to have is Three Billion, Six Hundred Twenty-Seven Million, Three Hundred Eight Thousand, Six Hundred Seventy Dollars ($3,627,308,670), divided into Two Hundred Twelve Million, Seven Hundred Thirty Thousand, Eight Hundred Sixty- Seven (212,730,867) shares with a par value of $10 each designated as Common Stock and 1500 shares with a par value of One Million Dollars ($1,000,000) each designated as Series Preferred Stock."
        5.     The foregoing amendment of the organization certificate was authorized by unanimous written consent signed by the holder of all outstanding shares entitled to vote thereon.
        IN WITNESS WHEREOF, we have made and subscribed this certificate this 16th day of December, 1998

 	 	/s/ James T. Byrne, Jr.

James T. Byrne, Jr.
Managing Director and Secretary	

 	
/s/ Lea Lahtinen

Lea Lahtinen
Vice President and Assistant Secretary	
State of New York	 	 	)	 	
 	 	 	)	ss:	
County of New York	 	 	)	 	
        Lea Lahtinen, being fully sworn, deposes and says that she is a Vice President and an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she

has read the foregoing certificate and knows the contents thereof, and that the statements herein contained are true.

 	 	/s/ Lea Lahtinen

Lea Lahtinen	
Sworn to before me this 16 th day
of December, 1998

/s/ Sandra L. West

Notary Public	 	 	

SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 2000	

BANKERS TRUST COMPANY
ASSISTANT SECRETARY'S CERTIFICATE
        I, Lea Lahtinen, Vice President and Assistant Secretary of Bankers Trust Company, a corporation duly organized and existing under the laws of the State of New York, the United States of America, do hereby certify that attached copy of the Certificate of Amendment of the Organization Certificate of Bankers Trust Company, dated February 27, 2002, providing for a change of name of Bankers Trust Company to Deutsche Bank Trust Company Americas and approved by the New York State Banking Department on March 14, 2002 to effective on April 15, 2002, is a true and correct copy of the original Certificate of Amendment of the Organization Certificate of Bankers Trust Company on file in the Banking Department, State of New York.
        IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of Bankers Trust Company this 4th day of April, 2002.
[SEAL]

 	 	/s/ Lea Lahtinen

Lea Lahtinen, Vice President and Assistant Secretary Bankers Trust Company	
State of New York	 	 	)	 	
 	 	 	)	ss:	
County of New York	 	 	)	 	
        On the 4th day of April in the year 2002 before me, the undersigned, a Notary Public in and for said state, personally appeared Lea Lahtinen, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person on behalf of which the individual acted, executed the instrument.

/s/ Sonja K. Olsen

Notary Public	 	 	
SONJA K. OLSEN
Notary Public, State of New York
No. 01OL4974457
Qualified in New York County
Commission Expires November 13, 2002

State of New York,
Banking Department
        I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY under Section 8005 of the Banking Law" dated February 27, 2002, providing for a change of name of BANKERS TRUST COMPANY to DEUTSCHE BANK TRUST COMPANY AMERICAS.
        Witness, my hand and official seal of the Banking Department at the City of New York, this 14th day of March two thousand and two.

 	 	/s/ P. Vincent Conlon

Deputy Superintendent of Banks	

CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF
BANKERS TRUST COMPANY
Under Section 8005 of the Banking Law

        We, James T. Byrne Jr., and Lea Lahtinen, being respectively the Secretary, and Vice President and an Assistant Secretary of Bankers Trust Company, do hereby certify:
        1.     The name of corporation is Bankers Trust Company.
        2.     The organization certificate of said corporation was filed by the Superintendent of Banks on the 5th day of March, 1903.
        3.     Pursuant to Section 8005 of the Banking Law, attached hereto as Exhibit A is a certificate issued by the State of New York, Banking Department listing all of the amendments to the Organization Certificate of Bankers Trust Company since its organization that have been filed in the Office of the Superintendent of Banks.
        4.     The organization certificate as heretofore amended is hereby amended to change the name of Bankers Trust Company to Deutsche Bank Trust Company Americas to be effective on April 15, 2002.
        5.     The first paragraph number 1 of the organization of Bankers Trust Company with the reference to the name of the Bankers Trust Company, which reads as follows:
"1. The name of the corporation is Bankers Trust Company."
is hereby amended to read as follows effective on April 15, 2002:
"1. The name of the corporation is Deutsche Bank Trust Company Americas."
        6.     The foregoing amendment of the organization certificate was authorized by unanimous written consent signed by the holder of all outstanding shares entitled to vote thereon.
        IN WITNESS WHEREOF, we have made and subscribed this certificate this 27th day of February, 2002.

 	 	/s/ James T. Byrne Jr.

          James T. Byrne Jr.
          Secretary	

 	
/s/ Lea Lahtinen

          Lea Lahtinen
          Vice President and Assistant Secretary	
State of New York	 	 	)	 	
 	 	 	)	ss:	
County of New York	 	 	)	 	
        Lea Lahtinen, being duly sworn, deposes and says that she is a Vice President and an Assistant Secretary of Bankers Trust Company, the corporation described in the foregoing certificate; that she

has read the foregoing certificate and knows the contents thereof, and that the statements therein contained are true.

 	 	/s/ Lea Lahtinen

          Lea Lahtinen	
Sworn to before me this 27th day
of February, 2002

/s/ Sandra L. West

Notary Public	 	 	
SANDRA L. WEST
Notary Public, State of New York
No. 01WE4942401
Qualified in New York County
Commission Expires September 19, 2002

EXHIBIT A
 
 State of New York

Banking Department
        I, P. VINCENT CONLON, Deputy Superintendent of Banks of the State of New York, DO HEREBY CERTIFY:
        THAT, the records in the Office of the Superintendent of Banks indicate that BANKERS TRUST COMPANY is a corporation duly organized and existing under the laws of the State of New York as a trust company, pursuant to Article III of the Banking Law; and
        THAT, the Organization Certificate of BANKERS TRUST COMPANY was filed in the Office of the Superintendent of Banks on March 5, 1903, and such corporation was authorized to commence business on March 24, 1903; and
        THAT, the following amendments to its Organization Certificate have been filed in the Office of the Superintendent of Banks as of the dates specified:
Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors—filed on January 14, 1905
Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on August 4, 1909
Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors—filed on February 1, 1911
Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors—filed on June 17, 1911
Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on August 8, 1911
Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors—filed on August 8, 1911
Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on March 21, 1912
Certificate of Amendment of Certificate of Incorporation providing for a decrease in number of directors—filed on January 15, 1915
Certificate of Amendment of Certificate of Incorporation providing for a decrease in number of directors—filed on December 18, 1916
Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on April 20, 1917
Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors—filed on April 20, 1917
Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on December 28, 1918
Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on December 4, 1919
Certificate of Amendment of Certificate of Incorporation providing for an increase in number of directors—filed on January 15, 1926

Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on June 12, 1928
Certificate of Amendment of Certificate of Incorporation providing for a change in shares—filed on April 4, 1929
Certificate of Amendment of Certificate of Incorporation providing for a minimum and maximum number of directors—filed on January 11, 1934
Certificate of Extension to perpetual—filed on January 13, 1941
Certificate of Amendment of Certificate of Incorporation providing for a minimum and maximum number of directors—filed on January 13, 1941
Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on December 11, 1944
Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed January 30, 1953
Restated Certificate of Incorporation—filed November 6, 1953
Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on April 8, 1955
Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on February 1, 1960
Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on July 14, 1960
Certificate of Amendment of Certificate of Incorporation providing for a change in shares—filed on September 30, 1960
Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on January 26, 1962
Certificate of Amendment of Certificate of Incorporation providing for a change in shares—filed on September 9, 1963
Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on February 7, 1964
Certificate of Amendment of Certificate of Incorporation providing for an increase in capital stock—filed on February 24, 1965
Certificate of Amendment of the Organization Certificate providing for a decrease in capital stock—filed January 24, 1967
Restated Organization Certificate—filed June 1, 1971
Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed October 29, 1976
Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed December 22, 1977
Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed August 5, 1980
Restated Organization Certificate—filed July 1, 1982
Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed December 27, 1984

Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed September 18, 1986
Certificate of Amendment of the Organization Certificate providing for a minimum and maximum number of directors—filed January 22, 1990
Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed June 28, 1990
Restated Organization Certificate—filed August 20, 1990
Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed June 26, 1992
Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed March 28, 1994
Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed June 23, 1995
Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed December 27, 1995
Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed March 21, 1996
Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed December 27, 1996
Certificate of Amendment to the Organization Certificate providing for an increase in capital stock—filed June 27, 1997
Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed September 26, 1997
Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed December 29, 1997
Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed March 26, 1998
Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed June 23, 1998
Restated Organization Certificate—filed August 31, 1998
Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed September 25, 1998
Certificate of Amendment of the Organization Certificate providing for an increase in capital stock—filed December 18, 1998; and
Certificate of Amendment of the Organization Certificate providing for a change in the number of directors—filed September 3, 1999; and
        THAT, no amendments to its Restated Organization Certificate have been filed in the Office of the Superintendent of Banks except those set forth above; and attached hereto; and
        I DO FURTHER CERTIFY THAT, BANKERS TRUST COMPANY is validly existing as a banking organization with its principal office and place of business located at 130 Liberty Street, New York, New York.

        WITNESS, my hand and official seal of the Banking Department at the City of New York this 16th day of October in the Year Two Thousand and One.

 	 	/s/ P. Vincent Conlon

Deputy Superintendent of Banks	

        Exhibit 4
DEUTSCHE BANK TRUST COMPANY AMERICAS

BY-LAWS

 APRIL 15, 2002

Deutsche Bank Trust Company Americas

New York

 
      BY-LAWS
of

Deutsche Bank Trust Company Americas

ARTICLE I

 MEETINGS OF STOCKHOLDERS
SECTION 1.    The annual meeting of the stockholders of this Company shall be held at the office of the Company in the Borough of Manhattan, City of New York, in January of each year, for the election of directors and such other business as may properly come before said meeting.
SECTION 2.    Special meetings of stockholders other than those regulated by statute may be called at any time by a majority of the directors. It shall be the duty of the Chairman of the Board, the Chief Executive Officer, the President or any Co-President to call such meetings whenever requested in writing to do so by stockholders owning a majority of the capital stock.
SECTION 3.    At all meetings of stockholders, there shall be present, either in person or by proxy, stockholders owning a majority of the capital stock of the Company, in order to constitute a quorum, except at special elections of directors, as provided by law, but less than a quorum shall have power to adjourn any meeting.
SECTION 4.    The Chairman of the Board or, in his absence, the Chief Executive Officer or, in his absence, the President or any Co-President or, in their absence, the senior officer present, shall preside at meetings of the stockholders and shall direct the proceedings and the order of business. The Secretary shall act as secretary of such meetings and record the proceedings.
 
 ARTICLE II

 DIRECTORS
SECTION 1.    The affairs of the Company shall be managed and its corporate powers exercised by a Board of Directors consisting of such number of directors, but not less than seven nor more than fifteen, as may from time to time be fixed by resolution adopted by a majority of the directors then in office, or by the stockholders. In the event of any increase in the number of directors, additional directors may be elected within the limitations so fixed, either by the stockholders or within the limitations imposed by law, by a majority of directors then in office. One-third of the number of directors, as fixed from time to time, shall constitute a quorum. Any one or more members of the Board of Directors or any Committee thereof may participate in a meeting of the Board of Directors or Committee thereof by means of a conference telephone, video conference or similar communications equipment which allows all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting.
All directors hereafter elected shall hold office until the next annual meeting of the stockholders and until their successors are elected and have qualified.
No Officer-Director who shall have attained age 65, or earlier relinquishes his responsibilities and title, shall be eligible to serve as a director.
SECTION 2.    Vacancies not exceeding one-third of the whole number of the Board of Directors may be filled by the affirmative vote of a majority of the directors then in office, and the directors so elected shall hold office for the balance of the unexpired term.
SECTION 3.    The Chairman of the Board shall preside at meetings of the Board of Directors. In his absence, the Chief Executive Officer or, in his absence the President or any Co-President or, in their absence such other director as the Board of Directors from time to time may designate shall preside at such meetings.

SECTION 4.    The Board of Directors may adopt such Rules and Regulations for the conduct of its meetings and the management of the affairs of the Company as it may deem proper, not inconsistent with the laws of the State of New York, or these By-Laws, and all officers and employees shall strictly adhere to, and be bound by, such Rules and Regulations.
SECTION 5.    Regular meetings of the Board of Directors shall be held from time to time provided, however, that the Board of Directors shall hold a regular meeting not less than six times a year, provided that during any three consecutive calendar months the Board of Directors shall meet at least once, and its Executive Committee shall not be required to meet at least once in each thirty day period during which the Board of Directors does not meet. Special meetings of the Board of Directors may be called upon at least two day's notice whenever it may be deemed proper by the Chairman of the Board or, the Chief Executive Officer or, the President or any Co-President or, in their absence, by such other director as the Board of Directors may have designated pursuant to Section 3 of this Article, and shall be called upon like notice whenever any three of the directors so request in writing.
SECTION 6.    The compensation of directors as such or as members of committees shall be fixed from time to time by resolution of the Board of Directors.
 
 ARTICLE III

 COMMITTEES
SECTION 1.    There shall be an Executive Committee of the Board consisting of not less than five directors who shall be appointed annually by the Board of Directors. The Chairman of the Board shall preside at meetings of the Executive Committee. In his absence, the Chief Executive Officer or, in his absence, the President or any Co-President or, in their absence, such other member of the Committee as the Committee from time to time may designate shall preside at such meetings.
The Executive Committee shall possess and exercise to the extent permitted by law all of the powers of the Board of Directors, except when the latter is in session, and shall keep minutes of its proceedings, which shall be presented to the Board of Directors at its next subsequent meeting. All acts done and powers and authority conferred by the Executive Committee from time to time shall be and be deemed to be, and may be certified as being, the act and under the authority of the Board of Directors.
A majority of the Committee shall constitute a quorum, but the Committee may act only by the concurrent vote of not less than one-third of its members, at least one of who must be a director other than an officer. Any one or more directors, even though not members of the Executive Committee, may attend any meeting of the Committee, and the member or members of the Committee present, even though less than a quorum, may designate any one or more of such directors as a substitute or substitutes for any absent member or members of the Committee, and each such substitute or substitutes shall be counted for quorum, voting, and all other purposes as a member or members of the Committee.
SECTION 2.    There shall be an Audit Committee appointed annually by resolution adopted by a majority of the entire Board of Directors which shall consist of such number of directors, who are not also officers of the Company, as may from time to time be fixed by resolution adopted by the Board of Directors. The Chairman shall be designated by the Board of Directors, who shall also from time to time fix a quorum for meetings of the Committee. Such Committee shall conduct the annual directors' examinations of the Company as required by the New York State Banking Law; shall review the reports of all examinations made of the Company by public authorities and report thereon to the Board of Directors; and shall report to the Board of Directors such other matters as it deems advisable with respect to the Company, its various departments and the conduct of its operations.
In the performance of its duties, the Audit Committee may employ or retain, from time to time, expert assistants, independent of the officers or personnel of the Company, to make studies of the Company's assets and liabilities as the Committee may request and to make an examination of the accounting and auditing methods of the Company and its system of internal protective controls to the extent

considered necessary or advisable in order to determine that the operations of the Company, including its fiduciary departments, are being audited by the General Auditor in such a manner as to provide prudent and adequate protection. The Committee also may direct the General Auditor to make such investigation as it deems necessary or advisable with respect to the Company, its various departments and the conduct of its operations. The Committee shall hold regular quarterly meetings and during the intervals thereof shall meet at other times on call of the Chairman.
SECTION 3.    The Board of Directors shall have the power to appoint any other Committees as may seem necessary, and from time to time to suspend or continue the powers and duties of such Committees. Each Committee appointed pursuant to this Article shall serve at the pleasure of the Board of Directors.
 
 ARTICLE IV

 OFFICERS
SECTION 1.    The Board of Directors shall elect from among their number a Chairman of the Board and a Chief Executive Officer; and shall also elect a President, or two or more Co-Presidents, and may also elect, one or more Vice Chairmen, one or more Executive Vice Presidents, one or more Managing Directors, one or more Senior Vice Presidents, one or more Directors, one or more Vice Presidents, one or more General Managers, a Secretary, a Controller, a Treasurer, a General Counsel, a General Auditor, a General Credit Auditor, who need not be directors. The officers of the corporation may also include such other officers or assistant officers as shall from time to time be elected or appointed by the Board. The Chairman of the Board or the Chief Executive Officer or, in their absence, the President or any Co-President, or any Vice Chairman, may from time to time appoint assistant officers. All officers elected or appointed by the Board of Directors shall hold their respective offices during the pleasure of the Board of Directors, and all assistant officers shall hold office at the pleasure of the Board or the Chairman of the Board or the Chief Executive Officer or, in their absence, the President, or any Co-President or any Vice Chairman. The Board of Directors may require any and all officers and employees to give security for the faithful performance of their duties.
SECTION 2.    The Board of Directors shall designate the Chief Executive Officer of the Company who may also hold the additional title of Chairman of the Board, or President, or any Co-President, and such person shall have, subject to the supervision and direction of the Board of Directors or the Executive Committee, all of the powers vested in such Chief Executive Officer by law or by these By-Laws, or which usually attach or pertain to such office. The other officers shall have, subject to the supervision and direction of the Board of Directors or the Executive Committee or the Chairman of the Board or, the Chief Executive Officer, the powers vested by law or by these By-Laws in them as holders of their respective offices and, in addition, shall perform such other duties as shall be assigned to them by the Board of Directors or the Executive Committee or the Chairman of the Board or the Chief Executive Officer.
The General Auditor shall be responsible, through the Audit Committee, to the Board of Directors for the determination of the program of the internal audit function and the evaluation of the adequacy of the system of internal controls. Subject to the Board of Directors, the General Auditor shall have and may exercise all the powers and shall perform all the duties usual to such office and shall have such other powers as may be prescribed or assigned to him from time to time by the Board of Directors or vested in him by law or by these By-Laws. He shall perform such other duties and shall make such investigations, examinations and reports as may be prescribed or required by the Audit Committee. The General Auditor shall have unrestricted access to all records and premises of the Company and shall delegate such authority to his subordinates. He shall have the duty to report to the Audit Committee on all matters concerning the internal audit program and the adequacy of the system of internal controls of the Company which he deems advisable or which the Audit Committee may request. Additionally, the General Auditor shall have the duty of reporting independently of all officers of the Company to the Audit Committee at least quarterly on any matters concerning the internal audit program and the adequacy of the system of internal controls of the Company that should be brought to

the attention of the directors except those matters responsibility for which has been vested in the General Credit Auditor. Should the General Auditor deem any matter to be of special immediate importance, he shall report thereon forthwith to the Audit Committee. The General Auditor shall report to the Chief Financial Officer only for administrative purposes.
The General Credit Auditor shall be responsible to the Chief Executive Officer and, through the Audit Committee, to the Board of Directors for the systems of internal credit audit, shall perform such other duties as the Chief Executive Officer may prescribe, and shall make such examinations and reports as may be required by the Audit Committee. The General Credit Auditor shall have unrestricted access to all records and may delegate such authority to subordinates.
SECTION 3.    The compensation of all officers shall be fixed under such plan or plans of position evaluation and salary administration as shall be approved from time to time by resolution of the Board of Directors.
SECTION 4.    The Board of Directors, the Executive Committee, the Chairman of the Board, the Chief Executive Officer or any person authorized for this purpose by the Chief Executive Officer, shall appoint or engage all other employees and agents and fix their compensation. The employment of all such employees and agents shall continue during the pleasure of the Board of Directors or the Executive Committee or the Chairman of the Board or the Chief Executive Officer or any such authorized person; and the Board of Directors, the Executive Committee, the Chairman of the Board, the Chief Executive Officer or any such authorized person may discharge any such employees and agents at will.
 
 ARTICLE V

 INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
SECTION 1.    The Company shall, to the fullest extent permitted by Section 7018 of the New York Banking Law, indemnify any person who is or was made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, whether involving any actual or alleged breach of duty, neglect or error, any accountability, or any actual or alleged misstatement, misleading statement or other act or omission and whether brought or threatened in any court or administrative or legislative body or agency, including an action by or in the right of the Company to procure a judgment in its favor and an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which any director or officer of the Company is servicing or served in any capacity at the request of the Company by reason of the fact that he, his testator or intestate, is or was a director or officer of the Company, or is serving or served such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity, against judgments, fines, amounts paid in settlement, and costs, charges and expenses, including attorneys' fees, or any appeal therein; provided, however, that no indemnification shall be provided to any such person if a judgment or other final adjudication adverse to the director or officer establishes that (i) his acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he personally gained in fact a financial profit or other advantage to which he was not legally entitled.
SECTION 2.    The Company may indemnify any other person to whom the Company is permitted to provide indemnification or the advancement of expenses by applicable law, whether pursuant to rights granted pursuant to, or provided by, the New York Banking Law or other rights created by (i) a resolution of stockholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, it being expressly intended that these By-Laws authorize the creation of other rights in any such manner.
SECTION 3.    The Company shall, from time to time, reimburse or advance to any person referred to in Section 1 the funds necessary for payment of expenses, including attorneys' fees, incurred in connection with any action or proceeding referred to in Section 1, upon receipt of a written undertaking by or on behalf of such person to repay such amount(s) if a judgment or other final

adjudication adverse to the director or officer establishes that (i) his acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he personally gained in fact a financial profit or other advantage to which he was not legally entitled.
SECTION 4.    Any director or officer of the Company serving (i) another corporation, of which a majority of the shares entitled to vote in the election of its directors is held by the Company, or (ii) any employee benefit plan of the Company or any corporation referred to in clause (i) in any capacity shall be deemed to be doing so at the request of the Company. In all other cases, the provisions of this Article V will apply (i) only if the person serving another corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise so served at the specific request of the Company, evidenced by a written communication signed by the Chairman of the Board, the Chief Executive Officer, the President or any Co-President, and (ii) only if and to the extent that, after making such efforts as the Chairman of the Board, the Chief Executive Officer, the President or any Co-President shall deem adequate in the circumstances, such person shall be unable to obtain indemnification from such other enterprise or its insurer.
SECTION 5.    Any person entitled to be indemnified or to the reimbursement or advancement of expenses as a matter of right pursuant to this Article V may elect to have the right to indemnification (or advancement of expenses) interpreted on the basis of the applicable law in effect at the time of occurrence of the event or events giving rise to the action or proceeding, to the extent permitted by law, or on the basis of the applicable law in effect at the time indemnification is sought.
SECTION 6.    The right to be indemnified or to the reimbursement or advancement of expense pursuant to this Article V (i) is a contract right pursuant to which the person entitled thereto may bring suit as if the provisions hereof were set forth in a separate written contract between the Company and the director or officer, (ii) is intended to be retroactive and shall be available with respect to events occurring prior to the adoption hereof, and (iii) shall continue to exist after the rescission or restrictive modification hereof with respect to events occurring prior thereto.
SECTION 7.    If a request to be indemnified or for the reimbursement or advancement of expenses pursuant hereto is not paid in full by the Company within thirty days after a written claim has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled also to be paid the expenses of prosecuting such claim. Neither the failure of the Company (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstance, nor an actual determination by the Company (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses, shall be a defense to the action or create a presumption that the claimant is not so entitled.
SECTION 8.    A person who has been successful, on the merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in Section 1 shall be entitled to indemnification only as provided in Sections 1 and 3, notwithstanding any provision of the New York Banking Law to the contrary.
 
 ARTICLE VI

 SEAL
SECTION 1.    The Board of Directors shall provide a seal for the Company, the counterpart dies of which shall be in the charge of the Secretary of the Company and such officers as the Chairman of the Board, the Chief Executive Officer or the Secretary may from time to time direct in writing, to be affixed to certificates of stock and other documents in accordance with the directions of the Board of Directors or the Executive Committee.

SECTION 2.    The Board of Directors may provide, in proper cases on a specified occasion and for a specified transaction or transactions, for the use of a printed or engraved facsimile seal of the Company.
 
 ARTICLE VII
 CAPITAL STOCK
SECTION 1.    Registration of transfer of shares shall only be made upon the books of the Company by the registered holder in person, or by power of attorney, duly executed, witnessed and filed with the Secretary or other proper officer of the Company, on the surrender of the certificate or certificates of such shares properly assigned for transfer.
 
 ARTICLE VIII

 CONSTRUCTION
SECTION 1.    The masculine gender, when appearing in these By-Laws, shall be deemed to include the feminine gender.
 
 ARTICLE IX

 AMENDMENTS
SECTION 1.    These By-Laws may be altered, amended or added to by the Board of Directors at any meeting, or by the stockholders at any annual or special meeting, provided notice thereof has been given.
I, Wanda Camacho, Vice President, of Deutsche Bank Trust Company Americas, New York, New York, hereby certify that the foregoing is a complete, true and correct copy of the By-Laws of Deutsche Bank Trust Company Americas, and that the same are in full force and effect at this date.

 	 	/s/ Wanda Camacho

Wanda Camacho
Vice President	
DATED: June 11, 2007

Schedule RC—Balance Sheet
  Dollar amounts in thousands
1.
Cash and balances due from depository institutions (from Schedule RC-A):

DEUTSCHE BANK COMPANY AMERICAS
RSSD-ID 214807
Last Updated on 5/16/2007	 	FFEC 031
Quater End Date 3/31/2007
10	
Dollar amounts in thousands
	 	 	 	 	 	 	
 	a. Noninterest-bearing balances and currency and coin	 	RCFD0081	 	1,646,000	 	1.a.	
 	b. Interest-bearing balances	 	RCFD0071	 	419,000	 	 	
2. Securities:	 	 	 	 	 	 	
 	a. Held-to-maturity securities (from Schedule RC-B, column A)	 	RCFD1754	 	0	 	 	
 	b. Available-for-sale securities (from Schedule RC-B, column D)	 	RCFD1773	 	1,604,000	 	2.b.	
3. Federal Funds sold and securities purchased under agreements to resell:	 	 	 	 	 	3.	
 	a. Federal funds sold in domestic offices	 	RCON5987	 	278,000	 	3.a.	
 	b. Securities purchased under agreements to resell	 	RCFDB969	 	770,000	 	3.b	
4. Loans and lease financing receivables (from Schedule RC-C):	 	 	 	 	 	4.	
 	a. Loans and leases held for sale	 	RCFD5369	 	2,848,000	 	4.a.	
 	b. Loans and leases, net of unearned income	 	RCFDB526	 	10,411,000	 	4.b.	
 	c. Allowance for loan and lease losses	 	RCFD3123	 	203,000	 	4.c.	
 	d. Loans and leases, net of unearned income and allowance	 	RCFDB529	 	10,208,000	 	4.c.	
5. Trading assets (from Schedule RC-D)	 	RCFD3545	 	12,755,000	 	5.	
6. Premises and fixed assets (including capitalized leases)	 	RCFD2145	 	145,000	 	6.	
7. Other real estate owned (from Schedule RC-M)	 	RCFD2150	 	0	 	7.	
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)	 	RCFD2130	 	9,000	 	8.	
9. Not applicable	 	 	 	 	 	9.	
10. Intangible assets:	 	 	 	 	 	10.	
 	a. Goodwill	 	RCFD3163	 	0	 	10.a.	
 	b. Other intangible assets (from Schedule RC-M)	 	RCFD0426	 	64,000	 	10.b.	
11. Other assets (from Schedule RC-F)	 	RCFD2160	 	6,787,000	 	11.	
12. Total Assets	 	RCFD2170	 	37,533,000	 	12.	
13. Deposits	 	 	 	 	 	13.	
 	a. In domestic office	 	RCON2200	 	7,890,000	 	13.a.	
 	 	1. Noninterest-bearing	 	RCON6631	 	2,363,000	 	13.a.1.	
 	 	2. Interest-bearing	 	RCON6636	 	5,527,000	 	13.a.2.	
 	b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II)	 	RCFN2200	 	8,641,000	 	13.b.	
 	 	1. Noninterest-bearing	 	RCFN6631	 	1,584,000	 	13.b.1.	
 	 	2. Interest-bearing	 	RCFN6636	 	7,057,000	 	13.b.2.	
14. Federal funds purchased and securities sold under agreements to repurchase:	 	 	 	 	 	14.	
 	a. Federal funds purchased in domestic offices	 	RCON5993	 	8,224,000	 	14.a.	
 	b. Securities sold under agreements to repurchase	 	RCFDB993	 	0	 	14.b.	
15. Trading liabilities (from Schedule RC-D)	 	RCFD3348	 	226,000	 	15.	
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)	 	RCFD3190	 	317,000	 	16.	
17. Not applicable	 	 	 	 	 	17.	
18. Not applicable	 	 	 	 	 	18.	
19. Subordianated notes and debentures	 	RCFD3200	 	9,000	 	19.	

20. Other liabilities (from Schedule RC-G)	 	RDFD2930	 	3,453,000	 	20.	
21. Total liabilities	 	RCFD2948	 	28,760,000	 	21.	
22. Minority interest in consolidated subsidiaries	 	RCFD3300	 	469,000	 	22.	
23. Perpetual preferred stock and related surplus	 	RCFD3838	 	1,500,000	 	23.	
24. Common stock	 	RCFD3230	 	2,127,000	 	24.	
25. Surplus (exclude all surplus related to preferred stock)	 	RCFD3839	 	584,000	 	25.	
26. Not available	 	 	 	 	 	26.	
 	a. Retained earnings	 	RCFD3632	 	4,106,000	 	26.a.	
 	b. Accumulated other comprehensive income	 	RCFDB530	 	-13,000	 	26.b.	
27. Other equity capital components	 	RCFDA130	 	0	 	27.	
28. Total equity capital	 	RCFD3210	 	8,304,000	 	28.	
29. Total liabilities, minority interest, and equity capital	 	RCFD3300	 	37,533,000	 	29.	
1. Indicate in the box at the right the number of the statement below that best describe the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2006	 	RCFD6724	 	2	 	M.1.	

QuickLinks
 SIGNATURE
 State of New York Banking Department
 BY-LAWS of Deutsche Bank Trust Company Americas ARTICLE I MEETINGS OF STOCKHOLDERS
ARTICLE II DIRECTORS
ARTICLE III COMMITTEES
ARTICLE IV OFFICERS
ARTICLE V INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
ARTICLE VI SEAL
ARTICLE VII CAPITAL STOCK
ARTICLE VIII CONSTRUCTION
ARTICLE IX AMENDMENTS
 Dollar amounts in thousands