Exhibit 10.1

JOINT VENTURE AGREEMENT

Dated as of December 20, 2007

By and Among

MOLSON COORS BREWING COMPANY,

COORS BREWING COMPANY,

SABMILLER PLC,

MILLER BREWING COMPANY,

and

MILLERCOORS LLC

TABLE OF CONTENTS

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-ii-

LIST OF ATTACHMENTS

LIST OF SCHEDULES

MCBC and CBC Disclosure Schedules

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SABMiller and Miller Disclosure Schedules

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JOINT VENTURE AGREEMENT

This Joint Venture Agreement (together with the Exhibits, Schedules and Attachments hereto, this “ Agreement ”) is made as of the 20th day of December 2007, by and among Molson Coors Brewing Company, a Delaware corporation (“ MCBC ”), Coors Brewing Company, a Colorado corporation (“ CBC ”), SABMiller plc, a company formed under the laws of England and Wales (“ SABMiller ”), Miller Brewing Company, a Wisconsin corporation (“ Miller ”), and, subject to Section 2.01 hereof, MillerCoors LLC, a Delaware limited liability company to be formed (the “ Company ”).  CBC and Miller are sometimes referred to herein each individually as a “ Shareholder ” and collectively as the “ Shareholders .”  The Shareholders, MCBC, SABMiller and the Company are sometimes referred to herein each individually as a “ Party ” and collectively as the “ Parties .”

W I T N E S S E T H :

WHEREAS, MCBC and SABMiller have entered into a letter agreement with the intent of forming a new joint venture to combine their and their Subsidiaries’ respective beer, beverage and related operations in the Territory;

WHEREAS, the Parties have determined that the joint venture will be initially formed and operated through the Company;

WHEREAS, MCBC and SABMiller have determined that the Shareholders shall be the direct owners of the Company; and

WHEREAS, in furtherance of the objectives set forth above, the Parties desire to enter into this Agreement and the other Transaction Documents (as defined below);

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the Parties contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I
DEFINITIONS

Section 1.01           Definitions .

(a)           The following terms have the following meanings:

“ Affiliate ” means, with respect to any Person, any other Person (or an officer or director of such Person) that directly or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person.  For the avoidance of doubt, the Company shall not be considered an “Affiliate” of MCBC, CBC, SABMiller or Miller or any of their Subsidiaries for the purposes of this Agreement.

“ Antitrust Laws ” means all United States federal and state, and any foreign, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are

designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

“ Applicable Law ” means, with respect to any Person, any Law applicable to such Person or any of its respective properties, assets, officers, directors, employees, consultants or agents (in connection with such officer’s, director’s, employee’s, consultant’s or agent’s activities on behalf of such Person).

“ Applicable Rate ” means the rate of interest quoted in The Wall Street Journal (final Eastern Edition), Money Rates section as the Prime Rate (currently defined as the base rate on corporate loans posted by at least seventy-five percent (75%) of the nation’s thirty (30) largest banks) in effect on the Closing Date.

“ Board ” means the Company’s Board of Directors.

“ Brand Cooperation Agreement ” means that agreement, attached hereto as Attachment II , among the Parties relating to the protocols governing the management of certain Intellectual Property.

“ Business Day ” means a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York or London, England are authorized or required by law to close.

“ Capital Expenditures ” means the capital expenditures incurred by a Shareholder and its Subsidiaries during the two-year period prior to the Closing Date with respect to property contributed to the Company, within the meaning of Treasury Regulations Section 1.707-4(d).

“ CBC Employee Group ” means, collectively, all Excluded CBC Employees and all Transferring CBC Employees.

“ CBC Group ” means CBC and its Subsidiaries, and “ CBC Group Company ” means any one of them.

“ CBC Intellectual Property ” means all Intellectual Property used, held for use or exploited by any Molson Coors Group Company in connection with the Coors Business.

“ CBC Owned IP ” means the CBC Intellectual Property that is owned by a Molson Coors Group Company.

“ CBC Tax Liabilities ” means (i) any Income Taxes with respect to any Pre-Closing Tax Period that relate to revenues generated by the Coors Business or assets transferred to the Company that constitute Molson Coors Contributions; (ii) any Non-Income Taxes with respect to any Pre-Closing Tax Period to the extent that such Non-Income Taxes (A) are in excess of the amounts reflected in respect of such Non-Income Taxes of the Coors Business on or before the date of this Agreement in the Coors Financial Information, (B) are in excess of the amounts incurred in the ordinary course of the Coors Business, consistent with past practice, after the date of the Latest CBC Balance Sheet or (C) are additional Non-Income Taxes paid as a result of an audit or other proceeding by a Tax Authority or the discovery of any underpayment of

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Tax (other than for such Non-Income Taxes reflected in the Coors Financial Information); and (iii) any Taxes that the Company may incur or may otherwise be liable for in relation to the transfer of the Molson Coors Contributions to the Company.

“ Class A Share ” has the meaning given in the Operating Agreement.

“ Class B Share ” has the meaning given in the Operating Agreement.

“ Closing Date ” means the date of the Closing.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Contemplated Transactions ” means the transactions contemplated by the Transaction Documents.

“ Contracts ” means, with respect to any Person, all contracts, agreements (including License Agreements), consulting arrangements, leases and subleases (including leases and subleases of real property), licenses, commitments, sales and purchase orders, and other undertakings of any kind, whether written or oral, to which such Person is a party, under which such Person is otherwise entitled to benefits or by which such Person is otherwise bound.

“ Control ” in relation to any entity means any of:

(a)           direct or indirect ownership of more than fifty percent (50%) of the share capital or other ownership interests in that entity; or

(b)           the right to exercise more than fifty percent (50%) of the votes of equityholders in that entity; or

(c)           the right to receive more than fifty percent (50%) of the economic results of the business of that entity (whether in the form of dividends, interest, royalty or license payments, management fees or otherwise); or

(d)           the contractual right to designate more than half of the members of that entity’s board of directors or similar executive body; or

(e)           the power to control, directly or indirectly, the direction of the management or policies of such entity, whether such power is effected through ownership of shares or other securities, by contract, by proxy or otherwise;

provided, however, that for the purposes of this definition and the definition of other terms referring to “Control,” none of Miller, SABMiller, CBC or MCBC or any of their respective Subsidiaries shall be deemed to Control (or to be under common Control with) the Company, and the Company shall not be deemed to be Controlled by (or under common Control with) any of them.

“ Coors Business ” means the beer, beverage and related operations (including packaging and other non-beverage ventures), assets and liabilities (other than the Molson Coors Excluded

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Assets and the Molson Coors Excluded Liabilities) of the Molson Coors Group in the Territory as at the date of this Agreement or, as the context may require, as at the Closing Date.

“ Coors Joint Ventures ” means Rocky Mountain Metal Container LLC and Rocky Mountain Bottle Company LLC.

“ Delaware Act ” means the Delaware Limited Liability Company Act, 6 Del. C. Section 18-101 eq seq, as it may be amended from time to time, and any successor to the Delaware Act.

“ Disclosure Schedules ” or “ Schedules ” means, with respect to each Party, the disclosure schedules of such Party dated the date of this Agreement relating to this Agreement.

“ Employee Benefit Plan ” means each “employee benefit plan”, as defined in Section 3(3) of ERISA, each employment, severance or similar contract, plan, program, arrangement or policy and each other plan, program, policy or arrangement (whether written or oral) providing for compensation, bonuses, profit-sharing, stock option, stock purchase or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, fringe benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits).

“ Environmental Law(s) ” means all Applicable Laws relating to pollution or protection of the environment, natural resources, or public or employee health and safety and includes, but is not limited to, the Comprehensive Environmental Response Compensation and Liability Act (“ CERCLA ”), 42 U.S.C. § 9601 et seq ., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq ., the Resource Conservation and Recovery Act 42 U.S.C. § 6901 et seq ., the Clean Water Act, 33 U.S.C. § 1251 et seq ., the Clean Air Act, 42 U.S.C. § 7401 et seq ., the Toxic Substance Control Act, 15 U.S.C. § 2601 et seq ., the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq ., and the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq ., as such laws have been amended or supplemented, and the regulations promulgated pursuant thereto, and all analogous state or local statutes.

“ Environmental Permits ” means all approvals, authorizations, consents, permits, licenses, registrations and certificates required by any applicable Environmental Law.

“ Equity Award ” means any outstanding stock option, stock appreciation right, restricted stock award, restricted stock unit, or other equity or equity-based award (including any modifications of such instrument).

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” of any entity means any other entity that, together with such entity, at the relevant time is or would have been considered or treated as a single employer under Section 414 of the Code.

“ Excluded CBC Employees ” means (i) the active employees of the Molson Coors Group who are, as of the Closing Date, engaged primarily in the international business of the

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Molson Coors Group, unless listed on Schedule 6.06(a)  as Transferring CBC Employees and (ii) any other individual who has been designated by MCBC as an Excluded CBC Employee on Schedule 6.06(a)  (as such Schedule 6.06(a)  may be updated from time to time prior to Closing with the consent of SABMiller, which consent shall not be unreasonably withheld) under the heading “Excluded CBC Employee.”

“ Excluded Miller Employees ” means (i) the active employees of the SABMiller Group who are, as of the Closing Date, engaged primarily in the international business of the SABMiller Group, unless listed on Schedule 6.06(b)  as Transferring Miller Employees and (ii) any other individual who has been designated by SABMiller as an Excluded Miller Employee on Schedule 6.06(b)  (as such Schedule 6.06(b)  may be updated from time to time prior to Closing with the consent of MCBC, which consent shall not be unreasonably withheld) under the heading “Excluded Miller Employee.”

“ Fort Worth Brewery ” means the brewery currently operated by the Miller Group located at Fort Worth, Texas;

“ Fundamental Reps ” means those representations and warranties set forth in each of Sections 4.01(a)  (Corporate Existence and Power), 4.01(b)  (Corporate Authorization), 4.01(d)(i)  (Non-Contravention), 4.01(j)  (Title and Sufficiency of Assets), 4.01(q)(ii)(A) , (B)  and (C)  (Intellectual Property), 4.01(u)  (Finders’ Fees), 4.01(w)  (Water Usage and Storage Rights), 4.02(a)  (Corporate Existence and Power), 4.02(b)  (Corporate Authorization), 4.02(d)(i)  (Non-Contravention), 4.02(j)  (Title and Sufficiency of Assets), 4.02(q)(ii)(A) , (B)  and (C)  (Intellectual Property) and 4.02(u)  (Finders’ Fees).

“ Governmental Authority ” means any government, governmental, statutory, regulatory or administrative authority, stock exchange self regulatory authority, agency, body or commission or any court, tribunal or judicial or arbitral body, whether federal, state, provincial, local or foreign.

“ Hazardous Substance(s) ” shall mean any material, substance or waste as to which liability or standards of conduct may be imposed pursuant to Environmental Laws.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“ IBA Rules of Evidence ” means the International Bar Association Rules on the Taking of Evidence in International Commercial Arbitration, published by the International Bar Association and adopted by a resolution of the IBA Council on June 1, 1999.

“ IFRS ” means International Financial Reporting Standards as issued by the International Accounting Standards Board and adopted by the European Union as in effect from time to time.

“ Improvements ” means all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof.

“ Income Taxes ” means any Taxes imposed on or measured by reference to gross or net income or receipts.  For the avoidance of doubt, Income Taxes shall not include any sales, use,

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ad valorem, value added, transfer, payroll, employment, excise, severance, stamp, physical improvements and infrastructure, occupation or property taxes, any tariffs or customs duties, or any interest, penalties, additions to tax or additional amounts imposed with respect thereto.

“ Intellectual Property ” means all intellectual property and other similar proprietary rights in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including without limitation such rights in and to: (i) issued patents and all provisional and pending patent applications, any and all divisions, continuations, continuations-in-part, reissues, continuing patent applications, reexaminations, and extensions thereof, any counterparts claiming priority therefrom, utility models, patents of importation/confirmation, certificates of invention, certificates of registration and like rights (collectively, “ Patents ”), and any patent disclosures, invention disclosures, discoveries and improvements, whether or not patentable; (ii) copyrights and copyrightable works, including databases (or other collections of information, data, works or other materials), packaging artwork and design rights (collectively, “ Copyrights ”), (iii) technology, know-how, recipes, processes, trade secrets, inventions (including inventions conceived prior to the Closing Date but not documented as of the Closing Date), business information, technical information, methods, marketing information and materials, business plans, proprietary data, formulae, techniques, specifications, research and development data, non-public information and confidential information, and rights to limit the use or disclosure of any of the foregoing by any person (collectively, “ Trade Secrets ”), (iv) computer software (including source code and object code, data files, application programming interfaces, computerized databases and other software-related specifications (collectively, “ Software ”)), (v) Trademarks, (vi) Internet domain names; (vii) rights of publicity and other rights to use the names and likeness of individuals, and (viii) claims, causes of action and defenses relating to any of the foregoing; in each case, including registrations, applications, recordings, and extensions and common-law rights relating to any of the foregoing.

“ Intellectual Property Assignments ” means (i) assignments of the registered Trademarks (and applications therefor) and issued Patents (and applications therefor) that are included on Schedule 2.08(b)(vii)  and Schedule 2.09(b)(vi) , in forms suitable for recording in the United States Patent and Trademark Office, (ii) assignments of the registered Copyrights (and applications therefor) that are included on Schedule 2.08(b)(vii)  and Schedule 2.09(b)(vi) , in forms suitable for recording in the United States Copyright Office and (iii) assignments of the registered Internet domain names that are included on Schedule 2.08(b)(vii)  and Schedule 2.09(b)(vi) , in forms suitable to effectuate transfer within the registrar of domain names.

“ Law ” means any law (including common law), statute, treaty, regulation, writ, injunction, ordinance, rule, order, decree, judgment, consent decree, settlement agreement or governmental requirement enacted, promulgated, entered into, agreed to or imposed by any Governmental Authority.

“ LCIA ” means the London Court of International Arbitration.

“ LCIA Court ” means the Court of the LCIA.

“ LCIA Rules ” means the rules adopted by the LCIA governing arbitrations commencing on or after January 1, 1998.

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“ License Agreement ” means any legally binding agreement, whether written or oral, and any amendments thereto, pursuant to which any interest in, or any right to use or exploit, any Intellectual Property has been granted.

“ Lien ” means with respect to any asset, any lien (statutory or other), claim, pledge, hypothecation, preference, priority, charge, license, security interest, mortgage, deed of trust, encumbrance, easement, lis pendens, or other encumbrance or restriction affecting such asset or any interest therein (including any conditional sale or other title retention agreement, any sale-leaseback, any financing lease or similar transaction having substantially the same economic effect as any of the foregoing, the filing of any financing statement, or similar instrument under the Uniform Commercial Code of the State of Delaware or comparable law of any other jurisdiction, domestic or foreign, and mechanics’, materialmen’s and other similar liens and encumbrances, as well as any option to purchase, right of first refusal, right of first offer or other right in each case to acquire such asset).

“ Material Adverse Effect ” means a material adverse change, effect, circumstance or event that (a) in respect of MCBC or CBC, is material and adverse to the financial condition or results of operations of the Coors Business, and (b) in respect of SABMiller or Miller, is material and adverse to the financial condition or results of operations of the Miller Business; provided , however , that no change, whether actual or prospective, arising from or relating to any of the following shall be deemed to constitute a Material Adverse Effect, or shall be taken into account in determining whether a Material Adverse Effect has occurred: (i) any change in business, economic, social, political or legal conditions generally, (ii) any actual, threatened or rumored adverse change to any of the credit ratings of any Party, or of any of its respective securities (but not the underlying cause thereof), (iii) any change or condition generally affecting the beer and beverage industry in the Territory, (iv) the engagement by the United States of America in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the United States of America, or any of its territories, possessions or diplomatic or consular offices or upon any military installation, equipment or personnel of the United States of America, (v) any change in financial, banking or securities markets (including any disruption thereof and any decline in the price of any security or any market index and including changes in interest or exchange rates), (vi) changes in US GAAP or IFRS or in the official interpretations thereof, (vii) changes in laws, including Applicable Laws or regulations or interpretations thereof by courts or any other Governmental Authority or (viii) the announcement of, or the taking of any action contemplated by, this Agreement and the other agreements contemplated hereby, except, in the case of any change described in (i), (iii), (iv) and (vii), where such change has a disproportionate adverse effect on the business, financial condition or results of operations of the CBC Group or the Miller Group, as the case may be, relative to other Persons carrying on a similar business in the Territory.

“ Miller Assumed Contract Adjustment Payment ” means the cash payment determined on the basis set out in Schedule 1.01(a) .

“ Miller Assumed Contracts ” means (A) the Miller Material Contracts that are (i) set forth on Schedule 4.02(m)  (other than those denoted by a pound sign (#)) or (ii) not set forth on Schedule 4.02(m)  due solely to the specific dollar thresholds specified therein, and (B) any

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other Contracts to which any member of the SABMiller Group is a party and made in the ordinary course of, or required for the purpose of, operating the Miller Business, but which are not material or do not fall within any clause of Section 4.02(m) .

“ Miller Business ” means the beer, beverage and related operations (including packaging and other non-beverage ventures), assets and liabilities (other than the Miller Excluded Assets and the Miller Excluded Liabilities) of the SABMiller Group in the Territory as at the date of this Agreement or, as the context may require, as at the Closing Date.

“ Miller Contributed Brands ” means the product names and the product family names set forth on Schedule 1.01(b) .

“ Miller Employee Group ” means, collectively, all Excluded Miller Employees and all Transferring Miller Employees.

“ Miller Group ” means Miller and its Subsidiaries, and “ Miller Group Company ” means any one of them.

“ Miller Intellectual Property ” means all Intellectual Property used, held for use or exploited by any SABMiller Group Company in connection with the Miller Business.

“ Miller IP License Agreement ” means that agreement, in the form to be agreed by MCBC and SABMiller and to be entered into as of the Closing, between the Company, SABMiller and Miller relating to the grant from the Company to SABMiller and Miller of a non-exclusive, non-transferable, royalty-free, perpetual, and irrevocable license (with the right to sublicense) to use the Miller Contributed IP to brew and have brewed product within the Territory for export purposes only.

“ Miller Owned IP ” means the Miller Intellectual Property that is owned by a SABMiller Group Company.

“ Miller Tax Liabilities ” means (i) any Income Taxes with respect to any Pre-Closing Tax Period that relate to revenues generated by the Miller Business or assets transferred to the Company that constitute Miller Contributions; (ii) any Non-Income Taxes with respect to any Pre-Closing Tax Period to the extent that such Non-Income Taxes (A) are in excess of the amounts reflected in respect of such Non-Income Taxes of the Miller Business on or before the date of this Agreement in the Miller Financial Information, (B) are in excess of the amounts incurred in the ordinary course of the Miller Business, consistent with past practice, after the date of the Latest Miller Balance Sheet or (C) are additional Non-Income Taxes paid as a result of an audit or other proceeding by a Tax Authority or the discovery of any underpayment of Tax (other than for such Non-Income Taxes reflected in the Miller Financial Information); and (iii) any Taxes that the Company may incur or may otherwise be liable for in relation to the transfer of the Miller Contributions to the Company.

“ Molson Coors Assumed Contracts ” means (A) the CBC Material Contracts that are (i) set forth on Schedule 4.01(m)  (other than those denoted by a pound sign (#)) or (ii) not set forth on Schedule 4.01(m)  due solely to the specific dollar thresholds specified therein, and (B) any other Contracts to which any member of the Molson Coors Group is a party and made in the

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ordinary course of, or required for the purpose of, operating the Coors Business, but which are not material or do not fall within any clause of Section 4.01(m) .

“ Molson Coors Contributed Brands ” means the product names and the product family names set forth on Schedule 1.01(c) .

“ Molson Coors Equivalent Services ” means those corporate overhead services that are substantially identical to the services provided by MCBC’s Denver, Colorado headquarter office to the Coors Business as of the date hereof; provided that the Molson Coors Equivalent Services shall not include any services or the costs thereof that are being transferred in accordance with the Contemplated Transactions (including the services of, and employment and other costs with respect to, any Transferring CBC Employees).

“ Molson Coors Group ” means MCBC and its Subsidiaries, and “ Molson Coors Group Company ” means any one of them.

“ Molson Coors IP License Agreement ” means that agreement, in the form to be agreed by MCBC and SABMiller and to be entered into as of the Closing, between the Company, MCBC and CBC relating to the grant from the Company to MCBC and CBC of a non-exclusive, non-transferable, royalty-free, perpetual, and irrevocable license (with the right to sublicense) to use the Molson Coors Contributed IP to brew and have brewed product within the Territory for export purposes only.

“ Non-Income Taxes ” means any Taxes other than Income Taxes.

“ Permitted Liens ” means (i) Liens for Taxes not yet due and payable, (ii) inchoate mechanics’ and materialmen’s Liens for construction in progress which are not yet due and payable, (iii) inchoate workmen’s, repairmen’s, warehousemen’s, landlord’s and carriers’ liens arising in the ordinary course of business which are not yet due and payable, (iv) zoning restrictions, and recorded agreements entered into pursuant to the same, recorded easements for utility and other municipal services serving the pertinent Miller Real Property or Coors Real Property (as the case may be), recorded building and use restrictions, such Liens as would be disclosed by a current survey or a current physical inspection of the Miller Real Property or Coors Real Property (as the case may be), rights of way and similar Liens that are imposed by any Governmental Authority having jurisdiction thereon or otherwise are typical for the applicable property type and locality (and are not violated by the current use or occupancy of such real property or the operation of the business thereon), except to the extent such Liens have or would be reasonably likely to result in a material and adverse impact on the use or operation of the property subject thereto, (v) Liens that do not have and are not reasonably likely to result in a material and adverse impact on the use or operation of the property subject thereto, (vi) non-exclusive licenses of Intellectual Property granted in the ordinary course of business, (vii) rights of existing and future tenants as tenants only pursuant to written leases, and/or (viii) Liens for amounts due and payable that are being contested in good faith in the ordinary course of business ( provided , however , such amounts being contested shall be deemed a Molson Coors Excluded Liability or a Miller Excluded Liability (as applicable)).

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“ Person ” means any individual, company, limited liability company, corporation, firm, partnership, joint venture, association, state, state agency, institution, trust or other entity or organization (whether or not having a separate legal personality).

“ Pre-Closing Tax Period ” means taxable periods ending on or before the Closing Date, and with respect to any taxable year or period that includes but does not end on the Closing Date, the portion of such taxable year or period ending on and including the Closing Date.

“ Proceedings ” means governmental, judicial or adversarial proceedings (public or private), litigation, suits, arbitration, disputes, claims, causes of action or investigations.

“ Real Property Transfer Documents ” means, as appropriate, (i) a special or limited warranty deed (as customary in the applicable jurisdiction) with respect to each parcel of CBC Owned Real Property and Miller Owned Real Property, conveying to the Joint Venture fee simple title to such CBC Owned Real Property and Miller Owned Real Property, subject only to Permitted Liens and (ii) for each CBC Leased Real Property and Miller Leased Real Property, an assignment to and assumption by the Joint Venture of the applicable lease in a form suitable for recording, if required, with the county clerk of the applicable jurisdiction and reasonably satisfactory to the Parties.

“ Representatives ” means, with respect to any Person, any of its directors, officers, employees, agents, legal counsel, financial advisors and accountants.

“ SABMiller Equivalent Services ” means those corporate overhead services that are substantially identical to the services provided by SABMiller’s London, England headquarter office to the Miller Business as of the date hereof; provided that the SABMiller Equivalent Services shall not include any services or the costs thereof that are being transferred in accordance with the Contemplated Transactions (including the services of, and employment and other costs with respect to, any Transferring Miller Employees).

“ SABMiller Group ” means SABMiller and its Subsidiaries, and “ SABMiller Group Company ” means any one of them.

“ SABMiller Holdings ” means SABMiller Holdings Inc., a Delaware corporation.

“ Services Agreement ” means one or more services agreements which shall be negotiated in good faith by the Parties following the date hereof and executed and delivered at Closing by the Company and the Shareholders (or members of their respective Groups) under which (i) certain transitional services will be provided by the Shareholders (or members of their respective Groups) to the Company and/or by the Company to the Shareholders (or members of their respective Groups); (ii) the Company will provide to each of the Shareholders (and members of their respective Groups) on an ongoing basis certain of those services which are provided at the date hereof using assets which form part of the Miller Contributions and the Molson Coors Contributions, as the case may be, or using Transferring Miller Employees or Transferring CBC Employees as the case may be; and (iii) the Shareholders (or members of their respective Groups) will provide certain services to the Company on an ongoing basis.

“ Share ” has the meaning given to it in the Operating Agreement.

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“ Straddle Period ” means any taxable period beginning prior to and ending after the Closing Date.

“ Subsidiary ” as it relates to any Person, means with respect to such Person, any other Person of which the specified Person, either directly or through or together with any other of its Subsidiaries, owns more than fifty percent (50%) of the voting power in the election of directors or their equivalents, other than as affected by events of default.  For the avoidance of doubt, the Company shall not be considered a “Subsidiary” of MCBC, CBC, SABMiller or Miller or any of their Affiliates for the purposes of this Agreement.

“ Tax Authority ” means a Governmental Authority having jurisdiction over the assessment, determination, collection or imposition of any Tax.

“ Tax Refund ” means a refund of Tax, credit against Tax, return of a deposit relating to Tax, or other similar payment, together with any interest thereon and additions thereto.

“ Tax Returns ” means all returns (including information returns), declarations, reports, estimates and statements regarding Taxes required to be filed with any Tax Authority.

“ Taxes ” means all taxes and assessments (general or special), and any charges, fees, imposts or other demands with respect thereto, including all gross receipts, net income, sales, use, ad valorem, value added, transfer, franchise, license, withholding, payroll, employment, excise, estimated, severance, stamp, physical improvements and infrastructure, occupation and property taxes, tariffs and customs duties, together with any interest and any penalties, additions to tax or additional amounts imposed by any Tax Authority.

“ Territory ” means the United States and Puerto Rico, including all military bases of the United States of America that are located in the United States and Puerto Rico.

“ TMA ” has the meaning given in the Operating Agreement.

“ Trademarks ” means registered and unregistered trademarks, trade names, service marks and service names, brand names, trade dress, logos and certification marks, in each case including all registrations, applications, recordings, renewals and extensions and common law rights relating to any of the foregoing and the goodwill associated with any of the foregoing (it being understood that the term “Trademarks” shall not include any Internet domain names).

“ Transaction Documents ” means this Agreement, the Operating Agreement, the Services Agreement, the Miller IP License Agreement, the Molson Coors IP License Agreement, the Brand Cooperation Agreement, the Water Supply Lease, the Intellectual Property Assignments, the Real Property Transfer Documents and any other written agreement signed by the Parties that is expressly identified as a “ Transaction Document ” hereunder and any exhibits or attachments to any of the foregoing, as the same may be amended from time to time.

“ Transferring CBC Employee ” means, other than an Excluded CBC Employee, any individual who, as of the Closing Date, either (a)(i) is then a current or former employee of (including any full time, part-time, temporary employee or an individual in any other

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employment relationship with), or then on a leave of absence (including, without limitation, paid or unpaid leave, disability, medical, personal or any other form of leave) from a Molson Coors Group Company and (ii) who is, or at the time of termination of employment was, primarily engaged in the Coors Business, or (b) has been designated by MCBC as a Transferring CBC Employee on Schedule 6.06(a)  (as such Schedule 6.06(a)  may be updated from time to time prior to the Closing with the consent of SABMiller, which consent shall not be unreasonably withheld) under the heading “Transferring CBC Employee.”

“ Transferring Miller Employee ” means, other than an Excluded Miller Employee, any individual who, as of the Closing Date, either (a)(i) is then a current or former employee of (including any full time, part-time, temporary employee or an individual in any other employment relationship with), or then on a leave of absence (including, without limitation, paid or unpaid leave, disability, medical, personal or any other form of leave) from a SABMiller Group Company and (ii) who is, or at the time of termination of employment was, primarily engaged in the Miller Business, or (b) has been designated by SABMiller as a Transferring Miller Employee on Schedule 6.06(b)  (as such Schedule 6.06(b)  may be updated from time to time prior to the Closing with the consent of MCBC, which consent shall not be unreasonably withheld) under the heading “Transferring Miller Employee.”

“ United States ” means the 50 states of the United States of America and the District of Columbia, and “the US” shall be construed accordingly.

“ US GAAP ” means the accounting principles generally accepted in the United States as in effect from time to time.

“ Water Supply Lease ” means the Water Supply Lease that the Company, Miller, MCBC and CBC shall execute and deliver at Closing providing for the lease and provision of water to the Company by MCBC, CBC and their Affiliates substantially in the form attached hereto as Attachment III .

(b)           Each of the following terms used in this Agreement is defined in the Section set forth opposite such term:

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ARTICLE II
THE JOINT VENTURE

Section 2.01           Organization of the Company .  On the Closing Date, the Shareholders shall cause the Company to be formed as a Delaware limited liability company by filing a certificate of formation with the Secretary of State of the State of Delaware in the form agreed by the Shareholders and by their execution of the Operating Agreement.  On the Closing Date, the Shareholders shall cause the Company to execute a joinder to this Agreement as a Party hereto in the form agreed by the Shareholders (the “ Joinder ”).

Section 2.02           Operating Agreement .  On the Closing Date, the Shareholders shall execute and deliver the limited liability company operating agreement governing the affairs of the Company and the conduct of the Company’s business substantially in the form attached hereto as Attachment I (the “ Operating Agreement ”).

Section 2.03           Name .  The name of the Company shall be MillerCoors LLC.

Section 2.04           Shareholders .  Upon the formation of the Company, the Company shall have authorized capital consisting of 1,000,000 Shares, consisting of 840,000 Class A Shares and 160,000 Class B Shares, and no preferred shares.  Of those 1,000,000 Shares, immediately after the Closing, Miller will own all 160,000 Class B Shares, while Miller and CBC will each own 420,000 Class A Shares.  Miller’s 160,000 Class B Shares and 420,000 Class A Shares are collectively referred to herein as the “ Miller Interests ,” and CBC’s 420,000 Class A Shares are referred to herein as the “ CBC Interests .”  As set forth more fully in the Operating Agreement, the Class B Shares and the Class A Shares will have the same rights and preferences in all respects except that the Class B Shares shall not have voting rights or privileges.

Section 2.05           Board of Directors and Officers .  From and after the Closing, the Company shall be managed by the Board and by officers as provided in the Operating Agreement.

Section 2.06           Purpose of the Company .  Each of the Parties hereby acknowledges and agrees that the exclusive purposes for which the Company will be formed shall be:

(a)           to serve as the vehicle for the joint venture between Miller and CBC relating to the combination of their respective operations in the Territory;

(b)           to enter into and perform its obligations under the Transaction Documents to which it is a party; and

(c)           to have all the powers permitted by the Delaware Act.

Subject to the terms of this Agreement and the Operating Agreement, the Company may engage in any activity and perform any and all acts necessary, appropriate, proper, advisable, incidental or convenient to or in furtherance of the foregoing purposes.

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Section 2.07           Term .  The term of the Company shall be perpetual unless earlier terminated in accordance with the provisions of the Operating Agreement.

Section 2.08           Initial Molson Coors Contributions.

(a)           Upon the terms and subject to the conditions set forth in this Agreement, MCBC and CBC shall, and shall cause each of their respective Subsidiaries to, assign, transfer and convey at the Closing to the Company, and the Company shall assume and receive from MCBC, CBC and each of their respective Subsidiaries, all right, title and interest of every kind and nature in and to the Molson Coors Contributions, whether tangible or intangible, and wherever located and by whomever possessed, free and clear of any Lien, other than Permitted Liens.  The transfer of the Molson Coors Contributions to the Company is intended to constitute a tax-free contribution to a partnership under Section 721 of the Code.

(b)           The term “ Molson Coors Contributions ” shall include, except as otherwise specifically provided herein, all right, title and interest in and to all of the assets and liabilities of MCBC, CBC and their respective Subsidiaries used in, intended to be used in or related to the conduct of the Coors Business (other than the Molson Coors Excluded Assets and Molson Coors Excluded Liabilities) including all of MCBC’s, CBC’s and their respective Subsidiaries’ right, title and interest in and to and liabilities and obligations under:

(i)            all current assets of the Coors Business (excluding cash (other than the CBC Cash Contribution and cash representing container deposits)), including accounts receivables, inventory, investments held for sale, pension assets and prepaid expenses;

(ii)           all current liabilities of the Coors Business, including accounts payable and liabilities in respect of Non-Income Taxes, but excluding liabilities in respect of Income Taxes;

(iii)          all machinery, equipment, vehicles, furniture, fixtures, printing plates, spare and replacement parts and other tangible personal property of the Coors Business;

(iv)          the CBC Real Properties;

(v)           all of (A) CBC’s equity interests in each of Rocky Mountain Metal Container LLC and Rocky Mountain Bottle Company LLC, (each of which shall be treated as a partnership for U.S. federal income tax purposes) and (B) the equity of AC Golden Brewing Company LLC, CBC Puerto Rico, LLC and Coors Distribution Company; provided , however , that (1) with respect to each of the Subsidiaries set forth in clauses (A) and (B) any Molson Coors Excluded Assets held by such entities or their Subsidiaries may be transferred out of such entities prior to Closing without violating any other provision of this Agreement, and (2) with respect to each of the Subsidiaries set forth in clause (B), no Molson Coors Excluded Liabilities of such entities or their Subsidiaries shall be assumed by the Company (but rather shall be fully assumed by or otherwise be the sole obligation and responsibility of the Molson Coors Group);

(vi)          subject to Section 6.02(b) , all Molson Coors Assumed Contracts;

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(vii)         subject to the terms of the Brand Cooperation Agreement and the Molson Coors IP License Agreement, (A) the Intellectual Property registrations and applications that are set forth on Schedule 2.08(b)(vii) , (B) all rights to all other CBC Owned IP that is used, held for use or exploited as of the Closing Date in the Territory (whether exclusively or not) in connection with any Molson Coors Contributed Brands (or any goods or services bearing, or provided under, such Molson Coors Contributed Brands), but excluding any CBC Owned IP that constitutes Molson Coors Excluded Assets, (C) all income, royalties, damages and payments due or payable at the Closing or thereafter relating to such Intellectual Property included in (A) or (B) above (including damages and payments for past or future infringements or misappropriations thereof, the right to sue and recover damages for past infringements or misappropriations thereof and to fully and entirely stand in the place of MCBC, CBC or their respective Subsidiaries, as applicable, in all matters related thereto, any and all corresponding rights that, now or hereafter, may be secured throughout the Territory, and all copies and tangible embodiments of any such Intellectual Property), (D) all past and present goodwill (including the right to represent to third parties that the Company is the successor to the Coors Business) and related intangible property associated with or symbolized by any of the foregoing, including relationships with suppliers, customers and employees, (E) all registrations that have been or may be granted thereon, all applications for registrations thereof, and all records and files related thereto in the Territory, and (F) all rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the Laws of all jurisdictions in the Territory (the “ Molson Coors Contributed IP ”);

(viii)        $51,000,000 plus the Miller Assumed Contract Adjustment Payment in cash (the “ CBC Cash Contribution ”), and all cash representing container deposits;

(ix)           all liabilities and related assets in respect of (A) tax-qualified defined benefit pension obligations relating to the Transferring CBC Employees, (B) tax-qualified defined benefit pension obligations accrued as of the Closing Date relating to the Excluded CBC Employees and (C) retiree medical obligations relating to the Transferring CBC Employees (collectively, the “ CBC Retiree Liabilities ”), subject to the provisions of Section 2.10(b) ;

(x)            except as otherwise specifically set forth in this Agreement, (A) all liabilities relating to Transferring CBC Employees under all CBC Benefit Plans and (B) those assets held in trust to fund, and all insurance policies funding, any such liabilities;

(xi)           except as otherwise specifically set forth in this Agreement, all liabilities with respect to the employment or termination of employment of all Transferring CBC Employees (and their dependents and beneficiaries);

(xii)          except as set forth on Schedule 2.08(b)(xii) , all guaranties, warranties, indemnities and similar rights in favor of MCBC, CBC or any of their respective Subsidiaries with respect to any Molson Coors Contribution;

(xiii)         all books of account, ledgers, general, financial, accounting and personnel records, files, invoices, customers’ and suppliers’ lists, documents, agreements (other than the Transaction Documents), mailing lists, catalogues, brochures, sales data and

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information, advertising material, other distribution lists, billing records, sale and promotional literature, manuals, material client and supplier correspondence (in all cases, in any form or medium, including computerized media), of MCBC, CBC or any of their respective Subsidiaries to the extent that they are used in, or arise out of, the conduct or operation of the Coors Business (including, without limitation, any records or files necessary to the administration of any CBC Benefit Plan assumed by the Company pursuant to this Agreement);

(xiv)        all rights, claims and credits arising under any insurance policies maintained by MCBC, CBC or any of their respective Subsidiaries to the extent arising from or applicable to the Coors Business whenever arising;

(xv)         the liabilities set forth on Schedule 2.08(b)(xv) ; and

(xvi)        subject to Section 2.08(c)(vi) , all of MCBC’s, CBC’s and their respective Subsidiaries’ rights, claims, credits, causes of action, rights to indemnification and contribution or rights of set off against third parties to the extent arising from or applicable to the Coors Business whenever arising.

The contribution of any asset or liability in respect of the Molson Coors Contributions may be structured either as a direct contribution of the asset or liability or as a contribution of all of the equity of a limited liability company that owns such asset or bears such liability and is treated as a disregarded entity for U.S. federal income tax purposes; provided , however , that, except as expressly provided otherwise herein, no Molson Coors Excluded Liabilities of any such limited liability company shall be assumed by the Company, but rather any Molson Coors Excluded Liabilities shall be the sole responsibility and obligation of, or shall be fully assumed by, the Molson Coors Group Companies.

(c)           The term “ Molson Coors Excluded Assets ” shall mean:

(i)            all cash, other than the CBC Cash Contribution and all cash representing container deposits;

(ii)           capital stock and other equity interests in MCBC, CBC or any of their respective Subsidiaries other than as described in Section 2.08(b)(v) ;

(iii)          all rights of MCBC and CBC under the Transaction Documents;

(iv)          water usage and storage rights of MCBC, CBC and their respective Affiliates in Colorado, provided that water usage and storage rights relating to the real property owned by any Molson Coors Group Company in south central Colorado shall not be Molson Coors Excluded Assets;

(v)           (A) all Intellectual Property registrations and applications other than those that are set forth on Schedule 2.08(b)(vii) , (B) all rights to all other CBC Owned IP used, held for use or exploited as of the Closing Date in the Territory by a Molson Coors Group Company exclusively in connection with a brand other than a Molson Coors Contributed Brand (or exclusively in connection with any goods or services bearing, or provided under, a brand other than a Molson Coors Contributed Brand) and (C) all rights to use or exploit outside the

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Territory any Intellectual Property (other than the Internet domain names that are set forth on Schedule 2.08(b)(vii) ).  Without limiting the foregoing, the Parties agree that Molson Coors Excluded Assets shall include all of the following held by any Molson Coors Group Company: (X) all issued Patents and Trademark and Copyright registrations, and applications for any of the foregoing, that are registered or applied for outside the Territory, (Y) all rights, including common law rights, to use or exploit Trademarks outside the Territory and (Z) all rights to use, exploit, or limit the use or disclosure of, Trade Secrets outside the Territory;

(vi)          all rights of recovery pursuant to, and all interests in, any claim by MCBC or any of its Affiliates described on Schedule 2.08(c)(vi) ;

(vii)         the Coors family home situated on the grounds of the CBC brewery in Colorado, and access thereto (including roadway, utility and other necessary rights-of-way and easements);

(viii)        all of the assets and interests set forth on Schedule 2.08(c)(viii) , including retention by MCBC, CBC and their respective Subsidiaries of (A) the golf courses listed thereon and (B) CBC’s limited partner ownership interest in the Colorado Rockies major league baseball franchise;

(ix)           those assets held in trust to fund, and all insurance policies funding, any of the liabilities set forth in Section 2.08(d)(vii)  below;

(x)            except as otherwise specifically set forth in this Agreement, all tangible assets located at MCBC’s headquarter office in Denver, Colorado;

(xi)           all computer Software and hardware necessary for the operation of the business of the Molson Coors Group Companies (other than software and hardware used exclusively in connection with the Coors Business), and all Contracts with third parties to the extent relating thereto;

(xii)          any incidental asset used outside the Coors Business that is not material to the Coors Business;

(xiii)         hops inventory in excess of that amount required to supply all of the Coors Business’s hops demands for two years after the Closing Date based on current production levels; and

(xiv)        any assets inside the Territory which are owned by a Molson Coors Group Company other than a CBC Group Company and used in connection with its business of exporting Beer into the Territory.

(d)           The term “ Molson Coors Excluded Liabilities ” shall mean:

(i)            all indebtedness for borrowed money (including any guarantees, credit support agreements, letters of credit or other similar instruments with respect to any indebtedness for borrowed money other than those liabilities described on Schedule

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2.08(b)(xv) ), and all currency and interest rate derivatives, of the Molson Coors Group Companies;

(ii)           any liability to pay fees or commissions to any broker, finder or agent retained by any Molson Coors Group Company or any of their stockholders or other representatives with respect to the Contemplated Transactions ;

(iii)          any liability, obligation or commitment of any Molson Coors Group Company, whether express or implied, liquidated, absolute, accrued, contingent or otherwise, whether known or unknown, to the extent arising out of or relating to the operation or conduct by any Molson Coors Group Company of any Molson Coors Excluded Asset or any business other than the Coors Business, including any liability, obligation or commitment on Schedule 2.08(d)(iii) ;

(iv)          any liability for Income Taxes arising from the operation of the Coors Business for a taxable period, or the portion thereof, ending on or before the Closing Date attributable to the Molson Coors Contributions;

(v)           any liability for which MCBC or CBC is responsible pursuant to any Transaction Document;

(vi)          any liability arising out of a pre-Closing breach by any Person of any Molson Coors Assumed Contract;

(vii)         except as otherwise specifically set forth in this Agreement, all liabilities relating to Excluded CBC Employees, including, without limitation, any liability relating to Excluded CBC Employees under any CBC Benefit Plan;

(viii)        all liabilities (including, without limitation, the settlement of) relating to any Equity Award held by a Transferring CBC Employee and granted pursuant to a CBC Benefit Plan;

(ix)           all liabilities, obligations and commitments with respect to (i) any transaction bonus, stay bonus, retention bonus or similar bonus and (ii) any change in control payment or any similar payment, benefit or obligation (a “ CIC Payment ” ) , in respect of the CBC Employee Group, payable pursuant to any plan, agreement or arrangement in effect as of the Closing Date (including, without limitation, any such bonus or CIC Payment set forth on Schedule 4.01(s)  in response to Section 4.01(s)(viii) ), regardless of when such bonus or such CIC Payment is payable, unless such bonus or such CIC Payment has been agreed in writing by the Parties to be contributed to the Company; provided that, with respect to any CIC Payment to be paid to a Transferring CBC Employee set forth on Schedule 2.08(d)(ix)  as a result of a termination of such employee, if any, only that portion of such CIC Payment that exceeds the severance benefit, if any, to which such Transferring CBC Employee would have otherwise been entitled in the event such Transferring CBC Employee’s employment had been terminated in the same termination of employment circumstances which gave rise to such CIC Payment (but assuming, for these purposes, that such Transferring CBC Employee was not entitled to any enhanced severance pursuant to any change of control agreement or arrangement) shall be considered a CBC Excluded Liability;

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(x)            all liabilities, obligations and commitments, whether presently in existence or arising hereafter, including all those arising under or relating to any Environmental Laws, which are attributable or caused by or which relate to or result from any property or facility formerly owned, leased or operated by MCBC, CBC or any of their respective Subsidiaries (or any of their respective predecessors or Affiliates) or any other property or facility formerly used in the Coors Business, including without limitation all liabilities, obligations and commitments arising from or relating to Hazardous Substances generated, disposed of, stored, recycled, transported, discharged, or released, in connection with the use, ownership, operation or maintenance of such properties or facilities, at any off-site location; and

(xi)           all of the liabilities set forth on Schedule 2.08(d)(xi) .

(e)           The Parties contemplate that, consistent with the preamble to this Agreement, CBC will be the sole contributor of the Molson Coors Contributions and one of two initial Shareholders of the Company.

Section 2.09           Initial Miller Contributions.

(a)           Upon the terms and subject to the conditions set forth in this Agreement, Miller shall, and SABMiller and Miller shall cause the Miller Group Companies to, assign, transfer and convey at the Closing to the Company, and the Company shall assume and receive from Miller and each of its Subsidiaries, all right, title and interest of every kind and nature, in and to the Miller Contributions, whether tangible or intangible, and wherever located and by whomever possessed, free and clear of any Lien, other than Permitted Liens (it being understood that, notwithstanding any other provision of this Agreement but without any prejudice to the indemnity for any breach of Section 4.02(j)(iii) , no SABMiller Group Company other than a Miller Group Company shall, directly or indirectly, be required to assign, transfer or convey any Miller Contributions).  The transfer of the Miller Contributions to the Company is intended to constitute a tax-free contribution to a partnership under Section 721 of the Code.

(b)           The term “ Miller Contributions ” shall include, except as otherwise specifically provided herein, all right, title and interest in and to all of the assets and liabilities of Miller and its Subsidiaries used in, intended to be used in or related to the conduct of the Miller Business (other than the Miller Excluded Assets and Miller Excluded Liabilities), including all of Miller’s and its Subsidiaries’ right, title and interest in and to, and liabilities and obligations under:

(i)            all current assets of the Miller Business (excluding cash (other than cash representing container deposits)), including accounts receivables, inventory, investments held for sale, pension assets and prepaid expenses;

(ii)           all current liabilities of the Miller Business, including accounts payable and liabilities in respect of Non-Income Taxes, but excluding liabilities in respect of Income Taxes;

(iii)          all machinery, equipment, vehicles, furniture, fixtures, printing plates, spare and replacement parts and other tangible personal property of the Miller Business;

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(iv)          the Miller Real Properties;

(v)           subject to Section 6.02(c) , all Miller Assumed Contracts;

(vi)          subject to the terms of the Brand Cooperation Agreement and the Miller IP License Agreement, (A) the Intellectual Property registrations and applications that are set forth on Schedule 2.09(b)(vi) , (B) all rights to all other Miller Owned IP that is used, held for use or exploited as of the Closing Date in the Territory (whether exclusively or not) in connection with any Miller Contributed Brands (or any goods or services bearing, or provided under, such Miller Contributed Brands), but excluding any Miller Owned IP that constitutes Miller Excluded Assets, (C) all income, royalties, damages and payments due or payable at the Closing or thereafter relating to such Intellectual Property included in (A) or (B) above (including damages and payments for past or future infringements or misappropriations thereof, the right to sue and recover damages for past infringements or misappropriations thereof and to fully and entirely stand in the place of SABMiller, Miller or their respective Subsidiaries, as applicable, in all matters related thereto, any and all corresponding rights that, now or hereafter, may be secured throughout the Territory, and all copies and tangible embodiments of any such Intellectual Property), (D) all past and present goodwill (including the right to represent to third parties that the Company is the successor to the Miller Business) and related intangible property associated with or symbolized by any of the foregoing, including relationships with suppliers, customers and employees, (E) all registrations that have been or may be granted thereon, all applications for registrations thereof, and all records and files related thereto in the Territory, and (F) all rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the Laws of all jurisdictions in the Territory (the “ Miller Contributed IP ”);

(vii)         all liabilities and related assets in respect of (A) tax-qualified defined benefit pension obligations relating to the Transferring Miller Employees, (B) tax-qualified defined benefit pension obligations accrued as of the Closing Date relating to the Excluded Miller Employees and (C) retiree medical obligations relating to the Transferring Miller Employees (collectively, the “ Miller Retiree Liabilities ”), subject to the provisions of Section 2.10(c) ;

(viii)        except as otherwise specifically set forth in this Agreement, (A) all liabilities relating to Transferring Miller Employees under all Miller Benefit Plans and (B) those assets held in trust to fund, and all insurance policies funding, any such liabilities;

(ix)           except as otherwise specifically set forth in this Agreement, all liabilities with respect to the employment or termination of employment of all Transferring Miller Employees (and their dependents and beneficiaries);

(x)            all of (A) the equity interests in each of JLB Co. Inc., Martlet, Inc., and MBC Acquisition Corp. (each of which shall have been converted to a limited liability company prior to the Closing and be treated as a disregarded entity for U.S. federal income tax purposes), (B) the equity interests currently held by Miller and Martlet, Inc. in Foster’s USA, LLC ( which shall be treated as a partnership for U.S. federal income tax purposes) and (C) the equity interests currently held by MBC Acquisition Corp. in Miller Brands - Milwaukee LLC

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and Windmill Distributing Company, L.P. (each of which shall be treated as a partnership for U.S. federal income tax purposes); provided , however , that the equity interests held by Martlet Inc. in Foster’s USA LLC and the equity interests held by MBC Acquisition Corp. in Miller Brands - Milwaukee LLC and Windmill Distributing Company, L.P. will be contributed indirectly through the contribution of the equity interests in Martlet Inc. and MBC Acquisition Corp., respectively, and shall continue to be held by Martlet Inc. and MBC Acquisition Corp., respectively; provided further , however , that (1) with respect to each of the Subsidiaries and entities set forth in clauses (A), (B) and (C), any Miller Excluded Assets held by such entities or their Subsidiaries may be transferred out of such entities prior to Closing without violating any other provision of this Agreement, and (2) with respect to each of the Subsidiaries and entities set forth in clauses (A) and (B), no Miller Excluded Liabilities of such entities or their Subsidiaries shall be assumed by the Company (but rather shall be fully assumed by or otherwise be the sole obligation and responsibility of the SABMiller Group Companies);

(xi)           all guaranties, warranties, indemnities and similar rights in favor of SABMiller, Miller or any of their respective Subsidiaries with respect to any Miller Contribution;

(xii)          all books of account, ledgers, general, financial, accounting and personnel records, files, invoices, customers’ and suppliers’ lists, documents, agreements (other than the Transaction Documents), mailing lists, catalogues, brochures, sales data and information, advertising material, other distribution lists, billing records, sale and promotional literature, manuals, material client and supplier correspondence (in all cases, in any form or medium, including computerized media), of SABMiller, Miller or any of their respective Subsidiaries to the extent that they are used in, or arise out of, the conduct or operation of the Miller Business (including, without limitation, any records or files necessary to the administration of any Miller Benefit Plan assumed by the Company pursuant to this Agreement);

(xiii)         all rights, claims and credits arising under any insurance policies maintained by SABMiller, Miller or any of their respective Subsidiaries to the extent arising from or applicable to the Miller Business, and any rights that Miller may have in relation to insurance policies of Altria Group, Inc. under the terms of the May 30, 2002 Agreement between SABMiller and Altria Group, Inc., in each case whenever arising;

(xiv)        subject to Section 2.09(c)(vi) , all of SABMiller’s, Miller’s and their respective Subsidiaries’ rights, claims, credits, causes of action, rights to indemnification and contribution or rights of set-off against third parties to the extent arising from or applicable to the Miller Business whenever arising; and

(xv)         the liabilities set forth on Schedule 2.09(b)(xv) .

The contribution of any asset or liability in respect of the Miller Contributions may be structured either as a direct contribution of the asset or liability or as a contribution of all of the equity of a limited liability company that owns such asset or bears such liability and is treated as a disregarded entity for U.S. federal income tax purposes; provided , however , that, except as expressly provided otherwise herein, no Miller Excluded Liabilities of any such limited liability

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company shall be assumed by the Company, but rather any Miller Excluded Liabilities shall be the sole responsibility and obligation of, or shall be fully assumed by, the SABMiller Group Companies.

(c)           The term “ Miller Excluded Assets ” shall mean:

(i)            all cash other than cash representing container deposits;

(ii)           capital stock and other equity interests in Miller or any of its respective Subsidiaries other than as described in Section 2.09(b)(x) ;

(iii)          all rights of SABMiller and Miller under the Transaction Documents;

(iv)          (A) all Intellectual Property registrations and applications other than those that are set forth on Schedule 2.09(b)(vi) , (B) all rights to all other Miller Owned IP that is used, held for use or exploited as of the Closing Date in the Territory by a SABMiller Group Company exclusively in connection with a brand other than a Miller Contributed Brand (or exclusively in connection with any goods or services bearing, or provided under, a brand other than a Miller Contributed Brand) and (C) all rights to use or exploit outside the Territory any Intellectual Property (other than the Internet domain names that are set forth on Schedule 2.09(b)(vi) ).  Without limiting the foregoing, the Parties agree that Miller Excluded Assets shall include all of the following held by any SABMiller Group Company: (X) all issued Patents and Trademark  and Copyright registrations, and applications for any of the foregoing, that are registered or applied for outside the Territory, (Y) all rights, including common law rights, to use or exploit Trademarks outside the Territory and (Z) all rights to use, exploit, or limit the use or disclosure of, Trade Secrets outside the Territory;

(v)           all of the interests in and the assets of and comprising the Miller Group’s International Division;

(vi)          all rights of recovery pursuant to, and all interests in, the cash payment of approximately $70 million due pursuant to the settlement of the claim by Miller against Ball Metal Beverage Container Corp. (“ Ball ”) as announced by Ball on October 9, 2007 (the “ Ball Payment ”);

(vii)         receivables due to any Miller Group Company from SABMiller or any of its Subsidiaries in respect of money borrowed (other than trade receivables) and not arising out of the operations of the Miller Business;

(viii)        dividends due to any Miller Group Company from any Affiliate of SABMiller (other than another Miller Group Company);

(ix)           all of the assets and interests set forth on Schedule 2.09(c)(ix) ;

(x)            those assets held in trust to fund, and all insurance policies funding, any of the liabilities set forth in Section 2.09(d)(viii)  below;

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(xi)           all royalty or equivalent rights in respect of oil and gas deposits at the Fort Worth Brewery;

(xii)          the Puerto Rico branch office of MBI, Inc., except to the extent required to operate the Miller Business in the Territory (if any);

(xiii)         hops inventory in excess of that amount required to supply all of the Miller Business’s hops demands for two years after the Closing Date based on current production levels;

(xiv)        any assets inside the Territory which are owned by a SABMiller Group Company other than a Miller Group Company and used in connection with its business  of exporting Beer into the Territory; and

(xv)         office equipment of de minimis value owned by SABMiller Holdings and used in connection with the Miller Business at Miller’s Puerto Rico office.

(d)           The term “ Miller Excluded Liabilities ” shall mean:

(i)            all indebtedness for borrowed money (including any guarantees, credit support agreements, letters of credit or other similar instruments with respect to any indebtedness for borrowed money other than those liabilities described on Schedule 2.09(b)(xv) ) and all currency and interest rate derivatives, of the SABMiller Group Companies;

(ii)           all of the liabilities of and comprising the Miller Group’s International Division;

(iii)          any liability to pay fees or commissions to any broker, finder or agent retained by any SABMiller Group Company or any of their stockholders or other representatives with respect to the Contemplated Transactions ;

(iv)          any liability, obligation or commitment of any SABMiller Group Company, whether express or implied, liquidated, absolute, accrued, contingent or otherwise, whether known or unknown, to the extent arising out of or relating to the operation or conduct by any SABMiller Group Company of any Miller Excluded Asset or any business other than the Miller Business, including any liability, obligation or commitment arising out of the Ball Payment;

(v)           any liability for Income Taxes arising from the operation of the Miller Business for a taxable period, or the portion thereof, ending on or before the Closing Date attributable to the Miller Contributions;

(vi)          any liability for which SABMiller or Miller is responsible pursuant to any Transaction Document;

(vii)         any liability arising out of a pre-Closing breach by any Person of any Miller Assumed Contract;

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(viii)        except as otherwise specifically set forth in this Agreement, all liabilities relating to Excluded Miller Employees including, without limitation, any liability relating to Excluded Miller Employees under any Miller Benefit Plan;

(ix)           all liabilities (including, without limitation, the settlement of) relating to any Equity Award held by a Transferring Miller Employee and granted pursuant to a Miller Benefit Plan or otherwise (including, without limitation, any Equity Award relating to the stock of Altria Group, Inc. or its successors and any Equity Award previously relating to the stock of Altria Group, Inc. that was subsequently converted into an Equity Award on the stock of another corporate entity);

(x)            all liabilities, obligations and commitments with respect to (i) any transaction bonus, stay bonus, retention bonus or similar bonus and (ii) any CIC Payment , in respect of the Miller Employee Group, payable pursuant to any plan, agreement or arrangement in effect as of the Closing Date (including, without limitation, any such bonus or CIC Payment set forth as item 4 on Schedule 4.02(s)(viii) , but excluding for purposes of this Section 2.09(d)(x)  any other bonus or CIC Payment set forth as items 1, 2, 3, 5 and 6 on Schedule 4.02(s)(viii) ), regardless of when such bonus or such CIC Payment is payable, unless such bonus or CIC Payment has been agreed in writing by the Parties to be contributed to the Company;

(xi)           all liabilities, obligations and commitments, whether presently in existence or arising hereafter, including all those arising under or relating to any Environmental Laws, which are attributable or caused by or which relate to or result from any property or facility formerly owned, leased or operated by SABMiller, M iller or any of their respective Subsidiaries (or any of their respective predecessors or Affiliates) or any other property or facility formerly used in the Miller Business, including without limitation all liabilities, obligations and commitments arising from or relating to Hazardous Substances generated, disposed of, stored, recycled, transported, discharged, or released, in connection with the use, ownership, operation or maintenance of such properties or facilities, at any off-site location; and

(xii)          all of the liabilities set forth on Schedule 2.09(d)(xii) .

(e)           The Parties contemplate that, consistent with the preamble to this Agreement, Miller will be the sole contributor of the Miller Contributions and one of two initial Shareholders of the Company.

Section 2.10           Determination of Certain Closing Payments.

(a)           The Company shall pay to each Shareholder, as applicable, within ten (10) Business Days after the determination of the Shareholders’ Adjustment Amounts as an adjustment to, and repayment of, such Shareholder’s capital contributions to the Company, an amount equal to the lesser of (i) such Shareholder’s Capital Expenditures; and (ii) such Shareholder’s Adjustment Amount, if any.  A Shareholder’s “ Adjustment Amount ” for purposes of this Section 2.10 means the sum of the amounts described as included within such Shareholder’s Adjustment Amount in Sections 2.10(b)  and 2.10(c) , plus, in the case of Miller,

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the sum of the Miller Assumed Contract Adjustment Payment and $21,000,000.  The Parties agree to treat and report for U.S. federal income tax purposes all Adjustment Amounts paid to a Shareholder pursuant to this Section 2.10(a)  (plus any payments pursuant to Section 2.10(e) , to the extent permitted by Applicable Law) as a reimbursement of such Shareholder’s Capital Expenditures within the meaning of Treasury Regulation Section 1.707-4(d).  Nothing herein shall be understood to relieve a Shareholder from its obligation to make payments to the Company, if any, as determined pursuant to Sections 2.10(b)  and 2.10(c)  hereof.

(b)           A post-Closing adjustment in respect of the CBC Retiree Liabilities shall occur as follows:

(i)            As soon as practicable and in any event within thirty (30) Business Days following the Closing Date, CBC shall deliver to Miller a statement (the “ CBC Retiree Liability Notice ”) prepared by CBC in good faith setting forth the actuarially estimated amount (the “ Closing CBC Retiree Amount ”) of the CBC Retiree Liabilities as of the Closing Date (using the methodologies and assumptions used in determining the $176,000,000 estimate of such liabilities agreed by the Parties prior to the date hereof and which are set forth on Schedule 2.10(b)(i) , but updated for market values and market discount rates, with the liabilities being rolled forward to adjust for interest costs, service costs and benefit payments, as of the Closing) and showing in reasonable detail how such amount was calculated.  If the Closing CBC Retiree Amount is greater than $176,000,000, then, unless Miller has delivered a Miller Objection Notice under Section 2.10(b)(ii)  below, CBC shall make a cash payment to the Company, within ten (10) Business Days after the expiration of the period for delivery of a Miller Objection Notice, equal to the excess of the Closing CBC Retiree Amount over $176,000,000.  If the Closing CBC Retiree Amount is less than $176,000,000, then, unless Miller has delivered a Miller Objection Notice under Section 2.10(b)(ii)  below, CBC’s Adjustment Amount shall include an amount equal to the excess of $176,000,000 over the Closing CBC Retiree Amount; provided that any overfunding of pension liabilities shall not offset any retiree medical benefit obligations for the purposes of calculating whether $176,000,000 exceeds the Closing CBC Retiree Amount.

(ii)           Miller shall have the right to inspect the books and records of the CBC Group Companies (on reasonable notice and during usual business hours) during the period ending twenty (20) Business Days after the date of the CBC Retiree Liability Notice to the extent reasonably required for the calculation of the Closing CBC Retiree Amount.  Miller shall have the right, only during such twenty Business Day period, to object to the Closing CBC Retiree Amount by delivering to CBC and the Company a notice (a “ Miller Objection Notice ”) setting out its detailed revised calculation (using the methodologies and assumptions used in determining the $176,000,000 estimate of such liabilities agreed by the Parties prior to the date hereof and which are set forth on Schedule 2.10(b)(i) , but updated for market values and market discount rates, with the liabilities being rolled forward to adjust for interest costs, service costs and benefit payments, as of the Closing) of the Closing CBC Retiree Amount (the “ Revised CBC Retiree Amount ”).  If CBC agrees with Miller’s calculation of the Revised CBC Retiree Amount, CBC shall deliver notice of its agreement to Miller and the Company, and (A) if the Revised CBC Retiree Amount is greater than $176,000,000, CBC shall (within ten (10) Business Days of delivery of CBC’s notice) make a cash payment to the Company equal to such excess, or (B) if the Revised CBC Retiree Amount is less than $176,000,000, CBC’s

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Adjustment Amount shall include an amount equal to the excess of $176,000,000 over the Revised CBC Retiree Amount.  If CBC does not dispute Miller’s calculation of the Revised CBC Retiree Amount within ten (10) Business Days of its receipt of the Miller Objection Notice, CBC will be deemed to have agreed to Miller’s calculation and notice of CBC’s agreement will be deemed to have been given to Miller and the Company.

(iii)          If CBC disputes all or part of the Revised CBC Retiree Amount, CBC shall deliver notice (such notice setting forth the basis for such disagreement in reasonable detail) of such dispute to Miller and the Company within fifteen (15) Business Days of its receipt of the Miller Objection Notice and no payment that would otherwise be due pursuant to Section 2.10(b)(ii)  shall become due until such matter is resolved.  CBC and Miller shall cooperate in good faith to resolve such dispute.  If CBC and Miller do not resolve such dispute within fifteen (15) Business Days of the date of the notice, the matter shall be submitted to the Actuary by either CBC or Miller, who shall be requested to make a final determination, within twenty (20) Business Days of such submission, of the CBC Retiree Liabilities as of the Closing (using the methodologies and assumptions used in determining the $176,000,000 estimate of such liabilities agreed by the Parties prior to the date hereof and which are set forth on Schedule 2.10(b)(i) , but updated for market values and market discount rates, with the liabilities being rolled forward to adjust for interest costs, service costs and benefit payments, as of the Closing).  Upon CBC and Miller’s agreement or a final determination by the Actuary, (A) if the finally determined or agreed-upon CBC Retiree Liabilities are greater than $176,000,000, CBC shall (within three Business Days of such agreement or final determination by the Actuary), make a cash payment to the Company equal to such excess, or (B) if the finally determined or agreed-upon CBC Retiree Liabilities are less than $176,000,000, CBC’s Adjustment Amount shall include an amount equal to the excess of $176,000,000 over the finally determined or agreed-upon CBC Retiree Liabilities.

(c)           A post-Closing adjustment in respect of the Miller Retiree Liabilities shall occur as follows:

(i)            As soon as practicable and in any event within thirty (30) Business Days following the Closing Date, Miller shall deliver to CBC a statement (the “ Miller Retiree Liability Notice ”) prepared by Miller in good faith setting forth the actuarially estimated amount (the “ Closing Miller Retiree Amount ”) of the Miller Retiree Liabilities as of the Closing Date (using the methodologies and assumptions used in determining the $505,000,000 estimate of such liabilities agreed by the Parties prior to the date hereof and which are set forth on Schedule 2.10(b)(i) , but updated for market values and market discount rates, with the liabilities being rolled forward to adjust for interest costs, service costs and benefit payments, as of the Closing) and showing in reasonable detail how such amount was calculated.  If the Closing Miller Retiree Amount is greater than $505,000,000, then, unless CBC has delivered a CBC Objection Notice under Section 2.10(c)(ii)  below, Miller shall make a cash payment to the Company, within ten (10) Business Days after the expiration of the period for delivery of a CBC Objection Notice, equal to the excess of the Closing Miller Retiree Amount over $505,000,000.  If the Closing Miller Retiree Amount is less than $505,000,000, then, unless CBC has delivered a CBC Objection Notice under Section 2.10(c)(ii)  below, Miller’s Adjustment Amount shall include an amount equal to the excess of $505,000,000 over the Closing Miller Retiree Amount; provided that any overfunding of pension liabilities shall

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not offset any retiree medical benefit obligations for the purposes of calculating whether $505,000,000 exceeds the Closing Miller Retiree Amount.

(ii)           CBC shall have the right to inspect the books and records of the Miller Group Companies (on reasonable notice and during usual business hours) during the period ending twenty (20) Business Days after the date of the Miller Retiree Liability Notice to the extent reasonably required for the calculation of the Closing Miller Retiree Amount.  CBC shall have the right, only during such twenty Business Day period, to object to the Closing Miller Retiree Amount by delivering to Miller and the Company a notice (a “ CBC Objection Notice ”) setting out its detailed revised calculation (using the methodologies and assumptions used in determining the $505,000,000 estimate of such liabilities agreed by the Parties prior to the date hereof and which are set forth on Schedule 2.10(b)(i) , but updated for market values and market discount rates, with the liabilities being rolled forward to adjust for interest costs, service costs and benefit payments, as of the Closing) of the Closing Miller Retiree Amount (the “ Revised Miller Retiree Amount ”).  If Miller agrees with CBC’s calculation of the Revised Miller Retiree Amount, Miller shall deliver notice of its agreement to CBC and the Company, and (A) if the Revised Miller Retiree Amount is greater than $505,000,000, Miller shall (within ten (10) Business Days of delivery of Miller’s notice), make a cash payment to the Company equal to such excess, or (B) if the Revised Miller Retiree Amount is less than $505,000,000, Miller’s Adjustment Amount shall include an amount equal to the excess of $505,000,000 over the Revised Miller Retiree Amount. If Miller does not dispute CBC’s calculation of the Revised Miller Retiree Amount within ten (10) Business Days of its receipt of the CBC Objection Notice, Miller will be deemed to have agreed to CBC’s calculation and notice of Miller’s agreement will be deemed to have been given to CBC and the Company.

(iii)          If Miller disputes all or part of the Revised Miller Retiree Amount, Miller shall deliver notice (such notice setting forth the basis for such disagreement in reasonable detail) of such dispute to CBC and the Company within fifteen (15) Business Days of its receipt of the CBC Objection Notice and no payment that would otherwise be due pursuant to Section 2.10(c)(ii)  shall become due until such matter is resolved.  CBC and Miller shall cooperate in good faith to resolve such dispute.  If CBC and Miller do not resolve such dispute within fifteen (15) Business Days of the date of the notice, the matter shall be submitted to the Actuary by either CBC or Miller, who shall be requested to make a final determination, within twenty (20) Business Days of such submission, of the Miller Retiree Liabilities as of the Closing (using the methodologies and assumptions used in determining the $505,000,000 estimate of such liabilities agreed by the Parties prior to the date hereof and which are set forth on Schedule 2.10(b)(i) , but updated for market values and market discount rates, with the liabilities being rolled forward to adjust for interest costs, service costs and benefit payments, as of the Closing).  Upon CBC and Miller’s agreement or a final determination by the Actuary, (A) if the finally determined or agreed-upon Miller Retiree Liabilities are greater than $505,000,000, Miller shall (within three Business Days of such agreement or final determination by the Actuary) make a cash payment to the Company equal to such excess, or (B) if the finally determined or agreed-upon Miller Retiree Liabilities are less than $505,000,000, Miller’s Adjustment Amount shall include an amount equal to the excess of $505,000,000 over the finally determined or agreed-upon Miller Retiree Liabilities.

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(d)           To the extent possible, amounts payable by a Shareholder to the Company pursuant to Sections 2.10(b)  and 2.10(c)  shall reduce such Shareholder’s Adjustment Amount rather than be made as separate payments.  In the event that a Shareholder’s Adjustment Amount exceeds such Shareholder’s Capital Expenditures, the Company shall pay the amount of such excess to the Shareholder at the same time as the payment due under Section 2.10(a) .  For the avoidance of doubt, any payments due under this Section 2.10(d)  shall not be treated as an Adjustment Amount payable under Section 2.10(a) .

(e)           All amounts owed pursuant to this Section 2.10 shall include interest, from the Closing Date to the date of payment, at the Applicable Rate (compounded semiannually), calculated on the basis of a 365-day year.

(f)            The “ Actuary ” shall be such Person as may be agreed on by the Parties. In the event the Parties fail to agree on the Actuary within 10 Business Days of the date of the relevant notice of the dispute, the Actuary shall be chosen by mutual agreement of the Persons nominated to serve as the Actuary by each of the Parties.  In any event, the Actuary shall be an ERISA enrolled actuary with experience in resolving disputes involving defined benefit pension and retiree liabilities.  The decision of the Actuary shall be final and binding on the Parties, and shall be enforceable under the Federal Arbitration Act, Title 9 of the United States Code.  The fees and expenses of the Actuary shall be paid as follows:

(i)            if the amount determined by the Actuary is nearer to the Closing Amount than the Revised Amount, the fees and expenses of the Actuary will be paid by the non-disputing Party;

(ii)           if the amount determined by the Actuary is nearer to the Revised Amount than the Closing Amount, the fees and expenses of the Actuary will be paid by the disputing Party; and

(iii)          if the amount determined by the Actuary is half way between the Closing Amount and the Revised Amount, the fees and expenses of the Actuary will be borne equally by the disputing Party and the non-disputing Party.

A reference in this Section 2.10(f)  to (A) the “Closing Amount” shall mean the Closing CBC Retiree Amount or the Closing Miller Retiree Amount (as the context requires), (B) the “Revised Amount” shall mean the Revised CBC Retiree Amount or the Revised Miller Retiree Amount (as the context requires), (C) the “disputing Party” shall mean whichever of Miller or CBC has disputed the Revised Amount, and (D) the “non-disputing Party” shall mean whichever of Miller or CBC is not the disputing Party.

(g)           With respect to any payment due from the Company pursuant to this Section 2.10 as a result of Section 2.10(b) , Section 2.10(c)  or Section 2.10(e) , the Shareholders shall promptly fund such payment in proportion to their holding of Shares in the Company as of the Closing Date.  In determining the Shareholders’ respective holding of Shares for the purposes of this Section 2.10(g) , Class A Shares shall be treated as identical to Class B Shares.

(h)           All payments made from the Company to CBC or Miller, or vice versa, pursuant to this Section 2.10 (other than interest as provided in Section 2.10(e) ), are in the

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nature of an adjustment to such Shareholder’s contribution to the Company, intended to cause the amount of net assets contributed by CBC and Miller to the Company to equal the amount of net assets the Parties agreed should be contributed by such Shareholder to the Company pursuant to this Agreement.

(i)            No payment by Miller or CBC to the Company pursuant to this Section 2.10 shall entitle either Miller or CBC to any additional interest in the Company by virtue thereof beyond the Miller Interests and the CBC Interests issued to them, respectively, pursuant to this Agreement and the Operating Agreement.

Section 2.11           Tax Treatment .

(a)           It is the intent of the Shareholders that the Company shall at all times be classified as a partnership for U.S. federal income Tax purposes and each Subsidiary (other than Foster’s USA LLC, which shall be treated as a partnership for U.S. federal income tax purposes) as a disregarded entity for U.S. federal income Tax purposes.  The Company shall not elect, and shall not cause any Subsidiary to elect, to be treated as a corporation for U.S. federal income Tax purposes unless each of the Shareholders shall consent in writing.  The Parties agree that they shall cooperate to structure the Contemplated Transactions, to the extent reasonably possible, in a manner that is tax-free for U.S. federal and state income Tax purposes.

(b)           Each Shareholder acknowledges that reporting for financial accounting purposes may differ from U.S. federal income Tax treatment, and that Section 2.11(a)  shall not prevent either Shareholder from appropriately reporting the Contemplated Transactions for financial accounting purposes as required under US GAAP or IFRS.

(c)           The Company and each Shareholder agree to treat the transfer of the Miller Contributions and the Molson Coors Contributions to the Company as tax-free contributions to a partnership under Section 721 of the Code.

Section 2.12           Independent Operation of Company .  Subject to the provisions of the Operating Agreement, the Company shall operate as an independent entity separate and apart from the Shareholders.

Section 2.13           Compliance with Applicable Law .  The Company shall, and the Shareholders shall at all times cause the Company to, conduct all of its activities in full compliance with Applicable Laws and all policies adopted from time to time by the Company.

ARTICLE III
TRANSACTIONS AND CLOSING

Section 3.01           Closing Transactions .  Upon the terms and conditions set forth in this Agreement and the other Transaction Documents, the Parties agree that at the Closing, among other things:

(a)           MCBC and CBC shall make and shall cause their respective Subsidiaries to make the Molson Coors Contributions in exchange for the issue of the CBC Interests to CBC;

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(b)           Miller shall make, and SABMiller and Miller shall cause the Miller Group Companies to make, the Miller Contributions in exchange for the issue of the Miller Interests to Miller; and

(c)           the Parties shall execute and deliver, and shall cause their respective Subsidiaries to execute and deliver, as applicable, each of the Transaction Documents (and each document referred to in the Transaction Documents) contemplated to be executed and delivered at the Closing.

Section 3.02           Closing .  The closing (the “ Closing ”) of the Contemplated Transactions shall take place at the offices of Kirkland & Ellis LLP, 153 E. 53 ^rd Street, New York, New York 10022, at 10:00 a.m. on the fifth Business Day following the satisfaction or waiver (by the Shareholder entitled to waive the condition) of all conditions to the Closing set forth in Article VIII (excluding any conditions which, by their terms, cannot be satisfied until Closing, but subject to such conditions being satisfied at Closing), or at such other time and place as the Parties may agree. The Closing will become effective at 12:01 a.m., Eastern time, on the Closing Date.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

Section 4.01           Representatio n s and Warranties of MCBC and CBC .   Each of MCBC and CBC represents and warrants, jointly and severally, to the Company, as of the date of this Agreement and as of the Closing Date, that:

(a)           Corporate Existence and Power .  It is a corporation duly incorporated, validly existing and in good standing under the laws of the state or jurisdiction of its incorporation and has all corporate power and authority required to carry on its businesses as now conducted.  Where applicable, it is duly qualified to do business as a foreign corporation or other entity and is in good standing in each jurisdiction where the nature of its business, activities or properties makes such qualification necessary to carry on its business as now conducted, except where the failure to be so qualified or in good standing has not been, and would not reasonably be expected to be, material to the Coors Business.

(b)           Corporate Authorization .  The execution, delivery and performance by it of the Transaction Documents to which it is a party and the consummation by it of the Contemplated Transactions are within its corporate powers and have been duly authorized by all necessary corporate action on its part.  Without limiting the foregoing, certain members of the Molson and Coors families and related entities, who own a majority of the MCBC Class A Stock, have directed the execution of, and delivered to MCBC, effective consents approving the Contemplated Transactions (although MCBC currently anticipates that it will not need to rely on such approval to consummate the Contemplated Transactions and, in any event, no other shareholder approval is required) .  This Agreement constitutes and each of the other Transaction Documents to which it is a party constitutes or shall constitute at Closing a legal, valid and binding agreement of it, enforceable against it in accordance with its terms (i) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’

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rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and (ii) subject to the limitations imposed by general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity.

(c)           Governmental Authorization .  The execution, delivery and performance by it of the Transaction Documents to which it is a party require no action by or in respect of, or consent or approval of, or filing with, any Governmental Authority other than:

(i)            compliance with any applicable requirements of the Antitrust Laws;

(ii)           the actions, consents, approvals, permits or filings set forth in Schedule 4.01(c)  or otherwise expressly referred to in this Agreement; and

(iii)          such other consents, approvals, authorizations, permits and filings, the failure to obtain or make of which would not, individually or in the aggregate, be material to the Coors Business.

(d)           Non-Contravention .  Except as set forth in Schedule 4.01(d) , the execution, delivery and performance by it of the Transaction Documents to which it is a party does not and shall not (i) contravene or conflict with its charter, bylaws or other organizational documents, (ii) assuming compliance with the matters referred to in Section 4.01(c) , contravene or conflict with, or constitute a violation of, any provisions of any Applicable Law binding upon it, or (iii) assuming compliance with the matters referred to in Section 4.01(c) , constitute a default under, or give rise to any right of termination, cancellation or acceleration of, or to a loss of any benefit to which it is entitled under, any Contract binding upon it or any license, franchise, permit or similar authorization held by it except, in the case of clauses (ii) and (iii), for any such contravention, conflict, violation, default, termination, cancellation, acceleration or loss that would not reasonably be expected to be material to the Coors Business.

(e)           Litigation .  Except as set forth in Schedule 4.01(e) , there is, as of the date hereof, no Proceeding pending, or to CBC’s knowledge, threatened against or affecting a Molson Coors Group Company or the Coors Joint Ventures relating to the Coors Business or to the Contemplated Transactions before (or that could come before) any Governmental Authority that would reasonably be expected to result in a Loss to the Coors Business in excess of $2,500,000 or otherwise be material to the Coors Business or the ability of the Parties to timely consummate the Contemplated Transactions.

(f)            Compliance with Laws .  Except as set forth in Schedule 4.01(f) , since January 1, 2005, the Molson Coors Group Companies and, to CBC’s knowledge, the Coors Joint Ventures, have complied, and are in compliance, with all Applicable Laws which affect the Coors Business and to which they may be subject, and no fines, penalties, or claims have been assessed, filed or commenced or, to CBC’s knowledge, threatened against any of them alleging any failure to so comply, except where such failure to comply would not reasonably be expected to result in a Loss to the Coors Business in excess of $2,500,000 or otherwise be material to the Coors Business.

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(g)           Licenses.   The Molson Coors Group Companies and, to CBC’s knowledge, the Coors Joint Ventures have obtained and maintained all material licenses, permits, approvals and authorizations required to enable the Molson Coors Group to carry on the Coors Business.

(h)           Absence of Changes .  Since January 1, 2007, the Molson Coors Group Companies have conducted the Coors Business in the ordinary and usual course of such Coors Business and there has not been, except as set forth in Schedule 4.01(h) :

(i)            any change, effect, circumstance or event that has had or would reasonably be expected to have a Material Adverse Effect in respect of MCBC or CBC and there does not exist any effect or condition that would or would reasonably be expected to  materially impair the ability of MCBC or CBC to perform their obligations under any Transaction Document or otherwise materially threaten or materially impede or delay the consummation of the Contemplated Transactions by MCBC or CBC;

(ii)           any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Molson Coors Group in the Coors Business, whether or not covered by insurance;

(iii)          any abandonment or lapse of any material CBC Owned IP, or any sale, assignment, license or transfer of any material CBC Owned IP, other than in the ordinary course of business and consistent with past practice;

(iv)        &nbs