CANADIAN PURCHASE AGREEMENT

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Exhibit 10.2

CANADIAN PURCHASE AGREEMENT

Dated September 15, 2005

among

MOLSON COORS CAPITAL FINANCE ULC

(Fully and Unconditionally Guaranteed by Molson Coors Brewing Company and certain subsidiaries of Molson Coors Brewing Company)

and

BMO NESBITT BURNS INC.
TD SECURITIES INC.
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO. INCORPORATED and
DEUTSCHE BANK SECURITIES INC.
as initial purchasers

and

J.P. MORGAN SECURITIES CANADA INC.
MORGAN STANLEY CANADA LIMITED. and
DEUTSCHE BANK SECURITIES LIMITED
as sub-purchasers

MOLSON COORS CAPITAL FINANCE ULC
C$900,000,000 5.00% Senior Notes due 2015
Purchase Agreement

BMO Nesbitt Burns Inc.
TD Securities Inc. (collectively the "Representatives")
c/o BMO Nesbitt Burns Inc.
Suite 5000, P.O. Box 150
1 First Canadian Place
Toronto, ON M5X 1H3

Dear Ladies and Gentlemen:

        Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company (the " Issuer "), proposes to issue and sell to the several purchasers named in Schedule I hereto (the " Initial Purchasers ") C$900,000,000 principal amount of its 5.00% Senior Notes due 2015 (the " Securities ") to be guaranteed on a senior unsecured basis by Molson Coors Brewing Company, a Delaware corporation (the " Parent ") and by each of the subsidiaries listed on Schedule II hereto and such other subsidiaries as may be required from time to time pursuant to the Indenture (collectively, the " Subsidiary Guarantors " and, with the Parent, the " Guarantors "). The Securities are to be issued pursuant to the provisions of an indenture to be dated as of September 22, 2005 (the " Indenture ") among the Issuer, the Guarantors and TD Banknorth, National Association and The Canada Trust Company, as co-trustees (collectively, the " Trustee ").

        The Securities will be offered and sold only in each of the Provinces of Canada, without being qualified under a prospectus in any Canadian jurisdiction in reliance on one or more of the prospectus and registration exemptions under National Instrument 45-106— Prospectus and Registration Exemptions (" NI 45-106 "). The Securities will be offered without being registered under the United States Securities Act of 1933, as amended (the " Securities Act ").

        The Initial Purchasers and J. P. Morgan Securities Canada Inc. (" JPMorgan Canada "), Morgan Stanley Canada Limited (" MS Canada ") and Deutsche Bank Securities Limited (" DB Canada " and, together with JPMorgan Canada and MS Canada, collectively the " Sub-Purchasers ") and their direct and indirect transferees will be entitled to the benefits of an exchange offer agreement dated as of the Closing Date (as defined in Section 4), between the Issuer, the Guarantors, the Initial Purchasers and the Sub-Purchasers (the " Exchange Offer Agreement "). Pursuant to the Exchange Offer Agreement, the Issuer and the Parent shall cause a preliminary prospectus (the " Preliminary Prospectus ") and a final prospectus (the " Final Prospectus ") with respect to the Exchange Securities (as defined in the Exchange Offer Agreement, the " Exchange Securities ") to be filed with the securities commissions or other regulatory authority of each Province of Canada (collectively, the " Canadian Securities Commissions ") pursuant to the applicable securities laws of each Province of Canada and the respective regulations, rules, rulings and orders made thereunder and the applicable written policy statements issued by each securities commission as the same may be modified by any discretionary relief therefrom granted by, the Canadian Securities Commissions (collectively, " Canadian Securities Laws " ) and receipts to be issued therefor.

        In connection with the sale of the Securities, the Issuer and the Parent have prepared a preliminary offering memorandum (the " Preliminary Memorandum ") and will prepare a final offering memorandum (the " Final Memorandum " and, with the Preliminary Memorandum, each a " Memorandum ") including or incorporating by reference a description of the terms of the Securities, the terms of the offering and a description of the Issuer and the Parent. As used herein, the term "Memorandum" shall include in each case the documents incorporated by reference therein. The terms " supplement ", " amendment " and " amend " as used herein with respect to a Memorandum shall include all documents incorporated or deemed incorporated by reference in the Preliminary Memorandum or Final Memorandum and any changes that are made to either Memorandum subsequent to the date of

 

this Agreement but on or prior to the date that is the later of the Closing Date and the date on which all of the Securities shall have been sold by the Initial Purchasers and Sub-Purchasers.

        Capitalized words used herein and not otherwise defined shall bear the meanings given them in the Exchange Offer Agreement.

        1.      Representations and Warranties . Each of the Issuer and the Guarantors represents and warrants, and agrees with the Initial Purchasers and the Sub-Purchasers that:

        (a)   Each document, if any, filed or to be filed pursuant to the United States Securities Exchange Act of 1934, as amended (the " Exchange Act ") and incorporated or deemed to be incorporated by reference in either Memorandum complied or will comply, as the case may be, when so filed in all material respects with the Exchange Act and the applicable rules and regulations thereunder and each such document that has been filed under the Exchange Act has been, and each document that will be filed under the Exchange Act will be promptly after such filing under the Exchange Act, filed with the Canadian Securities Commissions on the System for Electronic Document Analysis and Retrieval as required by Canadian Securities Laws, and each such document complies with or will comply with the requirements of Canadian Securities Laws.

        (b)   The Preliminary Memorandum, as of its date and as of the date of any supplement or amendment thereto, does not contain and the Final Memorandum, in the form used by the Initial Purchasers to confirm sales, as of its date and as of the date of any supplement or amendment thereto and on the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph (b) do not apply to statements or omissions in either Memorandum based upon information relating to any Initial Purchasers or Sub-Purchasers and their expected actions in connection with the offering contemplated by the Memorandum that is furnished to the Issuer in writing by such Initial Purchasers or Sub-Purchasers through you expressly for use therein.

        (c)   Each of the Issuer and the Parent has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in each Memorandum and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the condition, financial or otherwise, or on the earnings, business or operations of the Issuer, the Parent and their subsidiaries taken as a whole (a " Material Adverse Effect "), or on the performance of the Issuer and the Guarantors of their respective obligations under the Securities.

        (d)   Each Subsidiary Guarantor has been duly organized, is validly existing and in good standing (to the extent such concept is applicable) under the laws of the jurisdiction of its organization, has all requisite power and authority to own its property and to conduct its business as described in each Memorandum and is duly qualified to transact business and is in good standing (to the extent such concept is applicable) in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect; with respect to each of the Subsidiary Guarantors that is a corporation, all of the issued shares of capital stock of each such Subsidiary Guarantor have been duly and validly authorized and issued, are fully paid and nonassessable and are owned directly or indirectly by the Parent, free and clear of all liens, encumbrances, equities or claims and with respect to each of the Subsidiary Guarantors that is a limited liability partnership, all partnership interests are owned directly or indirectly by the Parent, free and clear of all liens, encumbrances, equities or claims.

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        (e)   The financial statements and the related notes thereto included or incorporated by reference in the Preliminary Memorandum and the Final Memorandum comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and Canadian Securities Laws (to the extent that would be applicable to the Issuer's obligations in respect of filing a short form prospectus under the Exchange Offer Agreement), as applicable, and present fairly the financial position of the Parent and its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby; and the other financial information included or incorporated by reference in the Preliminary Memorandum and the Final Memorandum has been derived from the accounting records of the Parent and its subsidiaries and presents fairly the information shown thereby.

        (f)    This Agreement has been duly authorized, executed and delivered by the Issuer and the Guarantors.

        (g)   The Securities have been duly authorized by the Issuer and the Guarantors and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms of this Agreement, will be valid and binding obligations of the Issuer and the Guarantors, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and general principles of equity, and will be entitled to the benefits of the Indenture and the Exchange Offer Agreement.

        (h)   On the Closing Date, the Exchange Securities, including the related guarantees, will have been duly authorized by the Issuer and the Guarantors and, when duly executed, authenticated, issued and delivered as contemplated by the Exchange Offer Agreement, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Issuer, as issuer, and the Guarantors, as guarantors, enforceable against the Issuer and the Guarantors in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and general principles of equity, and will be entitled to the benefits of the Indenture.

        (i)    The obligations under the Indenture will be guaranteed by the Guarantors and the Indenture has been duly authorized and, when executed and delivered by the Issuer and the Guarantors, will be a valid and binding agreement of the Issuer and the Guarantors, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and general principles of equity.

        (j)    The Exchange Offer Agreement has been duly authorized and, as of the Closing Date, will be duly executed and delivered by, and will be a valid and binding agreement of, the Issuer and the Guarantors, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and general principles of equity and except as rights to indemnification and contribution under the Exchange Offer Agreement that may be limited under applicable law.

        (k)   The execution and delivery by the Issuer and the Guarantors of, and the performance by the Issuer and the Guarantors of their respective obligations under, this Agreement, the Indenture, the Exchange Offer Agreement and the Securities will not contravene (i) any agreement or other instrument binding upon the Issuer or the Guarantors or any of their subsidiaries that is material to the Issuer and the Guarantors and their subsidiaries, taken as a whole, or any provision of applicable law, (ii) the certificate of incorporation or by-laws of the Issuer and the Guarantors, or (iii) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Issuer, the Guarantors or any of their subsidiaries, and no consent, approval,

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authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Issuer and the Guarantors of their respective obligations under this Agreement, the Indenture, the Exchange Offer Agreement or the Securities, except for filings required under Canadian Securities Laws with respect to the Issuer's obligations under the Exchange Offer Agreement to file and obtain receipts for the Preliminary Prospectus and the Final Prospectus.

        (l)    There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Issuer, the Guarantors and any of their subsidiaries, taken as a whole, from that set forth in the Final Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement).

        (m)  There are no legal or governmental proceedings pending or, to the knowledge of the Issuer and the Guarantors, threatened to which the Issuer, the Guarantors or any of their subsidiaries is a party or to which any of the properties of the Issuer, the Guarantors or any of their subsidiaries is subject other than proceedings accurately described in all material respects in each Memorandum and proceedings that would not have a Material Adverse Effect or affect the power or ability of the Issuer and the Guarantors to perform their obligations under this Agreement, the Indenture, the Exchange Offer Agreement or the Securities or to consummate the transactions contemplated by the Final Memorandum.

        (n)   The Issuer, the Guarantors and their subsidiaries (i) are in compliance with all applicable foreign, federal, state, provincial and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (" Environmental Laws "), (ii) have received all permits, licenses or other approvals required of them under Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a Material Adverse Effect.

        (o)   There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for cleanup, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, have a Material Adverse Effect.

        (p)   The Issuer and the Guarantors are not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Final Memorandum, will not be, required to register as an "investment company" as such term is defined in the United States Investment Company Act of 1940, as amended; and the Securities satisfy the requirements set forth in Rule 144A(d)(3) under the Securities Act.

        (q)   None of the Issuer, the Guarantors or any affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act, an " Affiliate ") of the Issuer or the Guarantors has directly, or through any agent, (i) sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the Securities in a manner that would require the registration of the Securities under the Securities Act, or (ii) engaged in any form of general solicitation or general advertising in connection with the offering of the Securities (as those terms are used in Regulation D under the Securities Act), or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

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        (r)   Neither the Issuer, the Guarantors, nor their Affiliates or any person acting on their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities, and the Issuer, the Guarantors and their Affiliates and any person acting on their behalf have complied and will comply with the offering restrictions requirement of Regulation S, provided that no representation, warranty or agreement is made by the Issuer and the Guarantors in this paragraph with respect to the Initial Purchasers or Sub-Purchasers.

        (s)   Assuming that the representations and warranties of the Initial Purchasers and Sub-Purchasers in Section 7 are true, correct and complete and assuming compliance by the Initial Purchasers and Sub-Purchasers with their covenants in Section 7, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers in the manner contemplated by this Agreement to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended.

        (t)    PricewaterhouseCoopers LLP, who have certified certain financial statements of the Parent and its subsidiaries and Molson Inc. and its subsidiaries are independent public accountants with respect to the Parent and its subsidiaries and Molson Inc. and its subsidiaries within the meaning of Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants and its interpretations and rulings thereunder.

        (u)   The Issuer, the Guarantors and their subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all real property and have good marketable title to, or have valid rights to lease or otherwise use, all personal property, in each case, which is material to the business of the Issuer and the Guarantors, in each case free and clear of all liens, encumbrances and defects except such as are described in the Final Memorandum or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Issuer, the Guarantors and their subsidiaries except where failure to have such title would have a Material Adverse Effect, and any real property, sites and buildings held under lease by the Issuer, the Guarantors or their subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect, in each case except as described in the Final Memorandum.

        (v)   The Issuer, the Guarantors and their subsidiaries have complied with all provisions of Section 517.075, Florida Statutes relating to doing business with the Government of Cuba or with any person or affiliate located in Cuba.

        (w)  The Issuer and the Guarantors own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses with such exceptions as would not have a Material Adverse Effect; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others.

        (x)   Neither the Issuer nor any of the Guarantors has taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.

        (y)   The Parent is a reporting issuer within the meaning of the Securities Act (Ontario) and the comparable provisions of applicable securities laws in each other province of Canada and is not in default under any requirement of Canadian Securities Laws.

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        (z)   There is no person, firm or corporation acting or purporting to act for the Issuer entitled to any commission or brokerage or finder's fee in connection with this Agreement or any of the transactions contemplated hereunder, except as provided in the section titled "Plan of Distribution" in the Final Memorandum.

        (aa) No prospectus is required, nor are any other documents required to be filed, proceedings taken or approvals, permits, consents or authorizations of regulatory authorities obtained under any Canadian Securities Laws to permit the offering, issue, sale and delivery of the Securities by the Issuer to the Initial Purchasers or in connection with the initial resale of such Securities by the Initial Purchasers or the Sub-Purchasers, as the case may be, each in accordance with this Agreement, other than, in respect of certain purchasers of Securities, filing a report of exempt distribution under NI 45-106 with, payment of applicable filing fees to, and filing of the Final Memorandum with (as applicable), the Canadian Securities Commission in each jurisdiction in which sales of the Securities are made.

        (bb) No registration, filing or recording of the Indenture under the laws of Canada or the laws of any province or territory thereof is necessary in order to preserve or protect the validity or enforceability of the Indenture or the Securities or the Exchange Securities issued thereunder.

        (cc) The Issuer is eligible to file a short form prospectus under National Instrument 44-101— Short Form Prospectus Distributions ("NI 44-101") in connection with its obligations under the Exchange Offer Agreement, except for the requirement to have a "current AIF" as defined in NI 44-101, which requirement the Issuer will satisfy prior to filing the Preliminary Prospectus.

        (dd) In connection with the offering, sale and delivery of the Securities, none of the Issuer or the Guarantors has engaged in any advertisement of the Securities, including, without limitation, in printed media of general and regular paid circulation, radio, television or telecommunications, including electronic display or any other form of advertising or as part of a general solicitation.

        (ee) None of the Issuer or any Guarantor has made, nor will the Issuer or any Guarantor make, any written or oral representations to any person: (i) that any person will resell or repurchase the Securities purchased by such person, (ii) that the Securities will be freely tradeable by the person, without any restrictions or hold periods, (iii) that any person will refund the purchase price of the Securities, or (iv) as to the future price or value of the Securities.

        2.      Agreements to Sell and Purchase . The Issuer hereby agrees to sell to the several Initial Purchasers, and each Initial Purchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Issuer the respective principal amount of Securities set forth in Schedule I hereto opposite its name at a purchase price of 99.001% of the principal amount thereof (the " Purchase Price ") plus accrued interest, if any, from September 22, 2005 to the Closing Date. The parties agree that, as consideration for the services of the Initial Purchasers and the Sub-Purchasers in connection with the sale of Securities, the difference between the price at which the Securities are being offered to the public, being 99.751% of the principal amount thereof, and the Purchase Price shall constitute payment of an underwriting fee from the Issuer to the Initial Purchasers (and for greater certainty no separate payment of an underwriting fee is required).

        The Issuer and the Guarantors understand that a portion of the Securities may be offered and sold in the Qualifying Provinces by the Sub-Purchasers pursuant to the Final Memorandum. The Sub-Purchasers, subject to the terms and conditions set forth herein, severally and not jointly, agree and covenant with the Issuer to use reasonable efforts to sell the Securities in the Qualifying Provinces. Securities sold by JPMorgan Canada will be purchased by JPMorgan Canada from J.P. Morgan Securities Inc., Securities sold by MS Canada will be purchased by MS Canada from Morgan Stanley & Co. Incorporated, and Securities sold by DB Canada will be purchased by DB Canada from Deutsche

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Bank Securities Inc., in each case, at the Closing Date at a price equal to the price set forth in Schedule I to this Agreement or such purchase price less an amount to be mutually agreed upon by the Sub-Purchaser and its Initial Purchaser affiliate, which amount shall not be greater than the fees per Security paid to the Initial Purchasers.

        The Issuer and each of the Guarantors hereby agree that, without the prior written consent of Representatives on behalf of the Initial Purchasers, they will not, during the period ending 60 days after the date of the Final Memorandum, offer, sell, contract to sell or otherwise dispose of any debt of the Issuer or the Guarantors, or warrants to purchase debt or securities convertible or exchangeable into debt, of the Issuer or the Guarantors substantially similar to the Securities, which for greater certainty does not include commercial paper (other than the sale of the Securities under this Agreement and under a concurrent sale of United States dollar denomination notes by the Issuer on or about the date hereof as contemplated by the Final Memorandum).

        The Issuer and each of the Guarantors acknowledge and agree that the Initial Purchasers and Sub-Purchasers are acting solely in the capacity of an arm's length contractual counterparty to the Issuer and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or any other person. Additionally, no Initial Purchaser or Sub-Purchaser is advising the Issuer, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers and Sub-Purchasers shall have no responsibility or liability to the Issuer or any Guarantor with respect thereto. Any review by the Initial Purchasers or Sub-Purchasers of the Issuer, any Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers or Sub-Purchasers, as the case may be, and shall not be on behalf of the Issuer or any Guarantor.

        3.      Terms of Offering . You have advised the Issuer that the Initial Purchasers and Sub-Purchasers will make an offering of the Securities purchased by the Initial Purchasers hereunder on the terms to be set forth in this Agreement and the Final Memorandum, as soon as practicable after this Agreement is entered into as in your judgment is advisable.

        The parties acknowledge and agree that the sale and delivery of the Securities is conditional upon such sale being exempt from the prospectus filing requirements of any Canadian Securities Laws and further acknowledge and agree that the Issuer, Parent or the Initial Purchasers and Sub-Purchasers may be required to disclose to applicable securities regulatory authorities the identity of the beneficial purchasers of the Securities. The Initial Purchasers and Sub-Purchasers also acknowledge that the Securities will be subject to resale restrictions under applicable securities legislation and rules until the exchange for Exchange Securities occurs and hereby agree that the Initial Purchasers and Sub-Purchasers will comply with all relevant securities legislation and rules concerning any resale of the Securities and will consult with their own legal advisers with respect to complying with all applicable restrictions applying to any such resale.

        In the event that the holder of Securities who acquires an Exchange Security upon the exchange of the Securities, as provided for in the Exchange Offer Agreement, is or becomes entitled under applicable securities legislation to the remedy of rescission by reason of the Final Prospectus or any amendment thereto containing a misrepresentation, such holder shall, subject to available defences and any limitation period under applicable securities legislation, be entitled to rescission not only of the holder's exchange of its Securities but also of the private placement transaction pursuant to which the Securities were initially acquired, and shall be entitled in connection with such rescission to a full refund of all consideration paid on the acquisition of the Securities. In the event such holder is a

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permitted assignee or transferee of the interest of the original Securities purchaser, such permitted assignee or transferee shall be entitled to exercise the rights of rescission and refund granted hereunder as if such permitted assignee or transferee were such original purchaser. The provisions of this paragraph are being granted by the Issuer alone to the Initial Purchasers and Sub-Purchasers and, in the case of permitted assignees and transferees, to the Initial Purchasers or Sub-Purchasers, and received by the Initial Purchasers or Sub-Purchasers, in trust for their permitted assignees or transferees and permitted assignees and transferees of such assignees and transferees from time to time. The foregoing is in addition to any other right or remedy available to a holder of the Securities under section 130 of the Securities Act (Ontario) or equivalent provisions of securities laws of the jurisdiction in which an Initial Purchaser or Sub-Purchaser is resident or otherwise at law.

        4.      Payment and Delivery . Payment for the Securities shall be made to the Issuer in Federal or other immediately available funds to an account designated by the Issuer against delivery of such Securities in Toronto, Ontario for the respective accounts of the several Initial Purchasers at 10:00 a.m., New York City time, on September 22, 2005, or at such other date and time as shall be mutually agreed upon by the Issuer, the Parent and you. The time and date of such payment are hereinafter referred to as the " Closing Date ".

        Certificates for the Securities shall be in definitive form or global form, as specified by you, and registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date. The certificates evidencing the Securities shall be delivered to you on the Closing Date for the respective accounts of the several Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Securities to the Initial Purchasers duly paid, against payment of the Purchase Price therefor (plus an amount equal to the Expense Contribution (as hereinafter defined)).

        5.      Conditions to the Purchasers' Obligations . The several obligations of the Initial Purchasers to purchase and pay for the Securities on the Closing Date are subject to the following conditions:

        (a)   Subsequent to the execution and delivery of this Agreement and prior to (and including) the Closing Date:

        (i)    there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Issuer or Guarantors' securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and

        (ii)   there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Issuer, the Guarantors and their subsidiaries, taken as a whole, from that set forth in the Final Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Final Memorandum.

        (b)   The Initial Purchasers shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Parent, to the effect set forth in Section 5(a)(i) and to the effect that the representations and warranties of the Issuer and the Guarantors contained in this Agreement are true and correct as of the Closing Date and that each of the Issuer and the Guarantors has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.

        The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

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        (c)   The Initial Purchasers shall have received on the Closing Date an opinion of Kirkland & Ellis LLP, outside United States counsel for the Issuer and the Guarantors, dated the Closing Date substantially in the form of Exhibit A hereto.

        (d)   The Initial Purchasers shall have received on the Closing Date an opinion of Annita M. Menogan, Esq., Deputy General Counsel to the Parent, dated the Closing Date substantially in the form of Exhibit B hereto.

        (e)   The Initial Purchasers shall have received on the Closing Date an opinion of Stewart McKelvey Stirling Scales, Nova Scotia counsel for the Issuer, dated the Closing Date substantially in the form of Exhibit C hereto.

        (f)    The Initial Purchasers shall have received on the Closing Date an opinion of Osler, Hoskin & Harcourt LLP, Canadian counsel for the Issuer and the Guarantors, dated the Closing Date substantially in the form of Exhibit D hereto.

        (g)   The Initial Purchasers shall have received on the Closing Date an opinion of Davis Polk & Wardwell, United States counsel for the Initial Purchasers, dated the Closing Date, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request for them to pass upon such matters.

        (h)   The Initial Purchasers shall have received on the Closing Date and opinion of Davies Ward Phillips & Vineberg LLP, Canadian counsel to the Initial Purchasers, dated the Closing Date with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request for them to pass on such matters.

        The opinions of Kirkland & Ellis LLP, Annita M. Menogan, Esq., Stewart McKelvey Stirling Scales and Osler, Hoskin & Harcourt LLP described in Section 5(c) to 5(f) above shall be rendered to the Initial Purchasers at the request of the Parent and shall so state therein.

        (i)    The Initial Purchasers shall have received on each of the date hereof and the Closing Date letters, dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Initial Purchasers and PricewaterhouseCoopers LLP, from PricewaterhouseCoopers LLP, independent public accountants to the Parent and its subsidiaries and Molson Inc. and its subsidiaries, containing statements and information of the type ordinarily included in accountants' "comfort letters" to initial purchasers with respect to the financial statements, pro forma financial statements and certain financial information contained in, and incorporated by reference into, the Final Memorandum; provided , however , that the letter delivered on the Closing Date shall use a "cut-off date" not earlier than the date hereof.

        (j)    The Issuer, the Guarantors, the Initial Purchasers and Sub-Purchasers shall have entered into an Exchange Offer Agreement, dated the Closing Date, substantially in the form of Exhibit E hereto.

        (k)   No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state, provincial or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any United States federal or state or Canadian federal or provincial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities.

        (l)    The Initial Purchasers shall have received such other documents and certificates as are reasonably requested by you or your counsel.

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        6.      Covenants of the Issuer and the Guarantors. In further consideration of the agreements of the Initial Purchasers and Sub-Purchasers contained in this Agreement, each of the Issuer and the Guarantors covenants with each Initial Purchaser and Sub-Purchaser as follows:

        (a)   To furnish to you in Toronto, without charge, prior to 10:00 a.m. Toronto time on the second business day next succeeding the date of this Agreement and during the period mentioned in Section 6(c), as many copies of the Final Memorandum as you may reasonably request.

        (b)   Before amending or supplementing either Memorandum at any time prior to the 60 ^th day following the Closing Date, to furnish to you a copy of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which you reasonably object.

        (c)   If, during the period referred to in Section 6(b) above, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Final Memorandum in order to make the statements therein, in the light of the circumstances when the Final Memorandum is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Initial Purchasers and Sub-Purchasers, it is necessary to amend or supplement the Final Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Initial Purchasers, either amendments or supplements to the Final Memorandum so that the statements in the Final Memorandum as so amended or supplemented will not, in the light of the circumstances when the Final Memorandum is delivered to a purchaser, be misleading or so that the Final Memorandum, as amended or supplemented, will comply with applicable law.

        (d)   To make generally available to the Issuer's and the Guarantors' security holders and to you as soon as practicable an earnings statement of the Parent and its subsidiaries that satisfies the provisions of Section 11(a) of the Securities Act and the rules and regulations of the United States Securities and Exchange Commission thereunder.

        (e)   Not to, nor to permit any Affiliate controlled by them to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require the registration under the Securities Act of the Securities.

        (f)    Not to, nor to permit any Affiliate controlled by them to, solicit any offer to buy or offer or sell the Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

        (g)   While any of the Securities remain "restricted securities" within the meaning of the Securities Act, to make available, upon request, to any seller of the Securities the information specified in Rule 144A(d)(4) under the Securities Act, unless the Issuer is then subject to Section 13 or 15(d) of the Exchange Act.

        (h)   Not to, nor to permit their Affiliates controlled by them nor any person acting on their behalf (other than the Initial Purchasers and Sub-Purchasers) to, engage in any directed selling efforts (as that term is defined in Regulation S) with respect to the Securities, and the Issuer, the Guarantors and their Affiliates and each person acting on their behalf (other than the Initial Purchasers and Sub-Purchasers) will comply with the offering restrictions requirement of Regulation S.

        (i)    During the period of two years after the Closing Date, not to, and not to permit any of their Affiliates to, resell any of the Securities which constitute "restricted securities" under Rule 144 that have been reacquired by any of them.

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        (j)    The Issuer and the Parent will apply the net proceeds from the sale of the Securities as described in the Final Memorandum under the heading "Use of Proceeds".

        7.      Offering of Securities; Restrictions on Transfer .

        (a)   Each Initial Purchaser and Sub-Purchaser, severally and not jointly (except that the obligations of an Initial Purchaser under this Section 7(a) will be joint and several with its Canadian affiliate Sub-Purchaser, if any), agrees with the Issuer that it has not offered or sold and will not offer or sell the Securities except in accordance with Rule 903(c)(1) of Regulation S under the Securities Act and, accordingly, that: (i) it has not and will not engage in any "directed selling efforts" (as defined in Regulation S) with respect to the Securities, (ii) it has not and will not offer or sell the Securities except in "offshore transactions" (as defined in Regulation S), and (iii) it has not and will not offer or sell the Securities except in Canada to Canadian residents in accordance with the local laws and customary practices and documentation of Canada.

        (b)   Each Initial Purchaser and Sub-Purchaser, severally and not jointly (except that the obligations of an Initial Purchaser under this Section 7(b) will be joint and several with its Canadian affiliate Sub-Purchaser, if any), represents and warrants to, and agrees with, the Issuer and the Guarantors that:

        (i)    such Initial Purchaser or Sub-Purchaser understands that no action has been or will be taken in any jurisdiction by the Issuer or the Parent that would permit a public offering of the Securities, or possession or distribution of either Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required;

        (ii)   such Initial Purchaser or Sub-Purchaser will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes either Memorandum or any such other material, in all cases at its own expense;

        (iii)  the Securities have not (A) been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, or (B) been qualified by a prospectus under Canadian Securities Laws and may not be offered or sold to persons in Canada except in accordance with, or pursuant to an exemption from, the prospectus requirements of Canadian Securities Laws;

        (iv)  such Initial Purchaser or Sub-Purchaser has complied and will comply with Canadian Securities Laws in offering for sale and selling the Securities in the Qualifying Provinces and have offered and will offer for sale and sell only in the Qualifying Provinces to persons who are "accredited investors" as defined under NI 45-106 under the prospectus exemption referred to in Section 2.3 of NI 45-106 and have offered and shall offer for sale and sell the Securities only to such persons and in such manner (i) that, pursuant to Canadian Securities Laws, no prospectus or offering memorandum (as defined under the Canadian Securities Laws) or similar disclosure document need be delivered or filed (other than the filing of the Final Memorandum in connection with reports of exempt trades required in connection with any sales of the Securities into a Qualifying Province under NI 45-106), and (ii) as is in compliance with or exempt from the dealer registration requirements of applicable Canadian Securities Laws;

        (v)   such Initial Purchaser or Sub-Purchaser has not and will not, in the course of the offering, offer the Securities through advertisement including, without limitation, in printed media of general and regular paid circulation, radio, television or telecommunications, including electronic display or any other form of advertising or as part of a general

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solicitation, or make available to prospective purchasers any document or written material other than a Memorandum;

        (vi)  if a Memorandum is amended, such Initial Purchaser or Sub-Purchaser will promptly, after receipt of a sufficient number of copies of such amendment from the Issuer, send a copy of such amendment to all persons who have previously received the Memorandum from it and will include such amendment in all further deliveries of the Preliminary Memorandum or Final Memorandum, as the case may be;

        (vii) such Initial Purchaser or Sub-Purchaser has not entered and will not enter into any contractual arrangement with respect to the distribution of the Securities, except with another Initial Purchaser or Sub-Purchaser or any of their respective affiliates or with the prior written consent of the Issuer;

        (viii)   such Initial Purchaser or Sub-Purchaser has not made, nor will such Initial Purchaser or Sub-Purchaser make, any written or oral representations to any person: (i) that any person will resell or repurchase the Securities purchased by such person, (ii) that the Securities will be freely tradeable by the person, without any restrictions or hold periods, (iii) that any person will refund the purchase price of the Securities, or (iv) as to the future price or value of the Securities;

        (ix)  each Initial Purchaser and Sub-Purchaser will use its reasonable best efforts to furnish to the Issuer within 8 days after any sale of Securities by such Initial Purchaser or Sub-Purchaser, a list setting out the information required by the Issuer to file applicable private placement notices and pay applicable fees (which information shall indicate which purchasers are a "Canadian financial institution" or a "Schedule III bank" as defined in NI 45-106);

        (x)   each Initial Purchaser and Sub-Purchaser shall provide to the Issuer two copies of the applicable United States Internal Revenue Service Form W-8 on or before payment hereunder; and

        (xi)  such Initial Purchaser or Sub-Purchaser agrees that, at or prior to confirmation of sales of the Securities, such Initial Purchaser or Sub-Purchaser will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect:

"The Securities covered hereby (a) have not been qualified by a prospectus under Canadian securities laws and unless permitted by Canadian securities legislation, the holder of this security must not trade the security in or to a person in Canada before the date that is 4 months and a day after the later of (i) the date of the original distribution of the security, and (ii) the date the issuer became a reporting issuer in any province or territory of Canada, and (b) have not been registered under the U.S. Securities Act of 1933 (the " Securities Act ") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons.

        8.      Expenses . Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, each of the Issuer and the Guarantors agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of counsel and accountants to the Issuer and the Guarantors in connection with the issuance and sale of the Securities and all other fees or expenses in connection with the preparation of each Memorandum and all amendments and supplements thereto, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Initial Purchasers and Sub-Purchasers, in the quantities herein above specified, (ii) all costs and expenses

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related to the transfer and delivery of the Securities to the Initial Purchasers, including any transfer or other taxes payable thereon, (iii) any fees charged by rating agencies for the rating of the Securities, (iv) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (v) all filing fees in connection with reports of exempt trades filed with Canadian Securities Commissions and (vi) all other costs and expenses incident to the performance of the obligations of the Issuer and the Guarantors hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 9 entitled "Indemnity and Contribution", and the last paragraph of Section 11 below, the Initial Purchasers and Sub-Purchasers will pay all costs of the preparation, issuance and delivery of the Securities and expenses, including fees and disbursements of their counsel. Each of the Issuer and the Guarantors agrees to pay the costs and expenses of the Issuer and the Guarantors relating to investor presentations on any "road show" undertaken in connection with the marketing of the offering of the Securities, including, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior written approval of the Parent, travel and lodging expenses of the representatives and officers of the Parent and any such consultants, and the proportionate share of the cost of any aircraft chartered in connection with the road show. The Initial Purchasers, in proportion to their respective percentage of principal amount of Securities purchased as set out in Schedule I, hereby agree to contribute to the Issuer (paid in the manner set out in Section 4) an amount towards the Issuer's costs in respect of the offering as set forth in Schedule III (the "Expense Contribution"). The Issuer agrees that the Initial Purchasers and Sub-Purchasers do not assume any liability of the Issuer for such costs, the liability of the Initial Purchasers and Sub-Purchasers being restricted to the Initial Purchasers making the Expense Contribution to the Issuer.

        9.      Indemnity and Contribution .

        (a)   The Issuer and the Guarantors agree to indemnify and hold harmless each Initial Purchaser and Sub-Purchaser, its affiliates, directors and officers and each person, if any, who controls any Initial Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim), joint or several, caused by any untrue statement or alleged untrue statement of a material fact contained in either Memorandum (as amended or supplemented if the Issuer or the Parent shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Initial Purchaser or Sub-Purchaser and its expected actions in connection with the offering contemplated by the Memorandum that is furnished to the Issuer or Parent in writing by such Initial Purchaser or Sub-Purchaser through you expressly for use therein; provided , that with respect to any such untrue statement in or omission from the Preliminary Memorandum, the indemnity agreement contained in this paragraph (a) shall not inure to the benefit of any Initial Purchaser or Sub-Purchaser to the extent that the sale to the person asserting any such loss, claim, damage or liability was an initial resale by such Initial Purchaser or Sub-Purchaser and any such loss, claim, damage or liability of or with respect to such Initial Purchaser results from the fact that both (i) a copy of the Final Memorandum was not sent or given to such person at or prior to the written confirmation of the sale of such Securities to such person and (ii) the untrue statement in or omission from such Preliminary Memorandum was corrected in the Final Memorandum unless, in either case, such failure to deliver the Final Memorandum was a result of non-compliance by the Issuer or the Guarantors with the provisions of Section 6(a) hereof.

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        (b)   Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuer and the Guarantors, their affiliates or directors and officers of the Parent and each person, if any, who controls the Issuer and the Guarantors within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in either Memorandum (as amended or supplemented if the Issuer or the Parent shall have furnished any amendments or supplements thereto in accordance with the provisions of Section 6(b)), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to such Initial Purchaser (or such Initial Purchaser's Canadian affiliate Sub-Purchaser) and its expected actions (or those of its Canadian affiliate Sub-Purchaser) in connection with the offering contemplated by the Memorandum that is furnished to the Issuer or Parent in writing by such Initial Purchaser or Sub-Purchaser through you expressly for use in either Memorandum or any amendments or supplements thereto.

        (c)   In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 9(a) or 9(b), such person (the " indemnified party ") shall promptly notify the person against whom such indemnity may be sought (the " indemnifying party ") in writing and the indemnifying party, upon request of the indemnified party, shall retain one counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall be designated in writing by the Representatives, in the case of parties indemnified pursuant to Section 9(a), and by the Issuer and the Guarantors, in the case of parties indemnified pursuant to Section 9(b). The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement (unless such requested reimbursement is disputed in good faith). No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified

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party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

        (d)   To the extent the indemnification provided for in Section 9(a) or 9(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand from the offering of the Securities or (ii) if the allocation provided by clause 9(d)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 9(d)(i) above but also the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Issuer and Guarantors on the one hand and the Initial Purchasers or Sub-Purchasers on the other hand in connection with the offering of the Securities shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Securities (before deducting expenses) received by the Issuer and Guarantors and the total discounts and commissions received by the Initial Purchasers or Sub-Purchasers in respect thereof, bear to the aggregate offering price of the Securities. The relative fault of the Issuer and Guarantors on the one hand and of the Initial Purchasers or Sub-Purchasers on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer and Guarantors or by the Initial Purchasers or Sub-Purchasers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Initial Purchasers' and Sub-Purchasers' respective obligations to contribute pursuant to this Section 9 are several in proportion to the respective principal amount of Securities they have purchased hereunder, and not joint.

        (e)   The Issuer, the Guarantors and the Initial Purchasers and Sub-Purchasers agree that it would not be just or equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Initial Purchasers and Sub-Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 9(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9, no Initial Purchaser or Sub-Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities resold by it in the initial placement of such Securities were offered to investors exceeds the amount of any damages that such Initial Purchaser or Sub-Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

        (f)    The indemnity and contribution provisions contained in this Section 9 and the representations, warranties and other statements of the Issuer and the Guarantors contained in this

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Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Initial Purchaser or Sub-Purchaser or any person controlling any Initial Purchaser or Sub-Purchaser or by or on behalf of the Issuer and the Guarantors, its officers or directors or any person controlling the Issuer and the Guarantors and (iii) acceptance of and payment for any of the Securities.

        10.    Termination . This Agreement shall be subject to termination by notice given by you to the Issuer and the Guarantors, if (a) after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, the Toronto Stock Exchange or the National Association of Securities Dealers, Inc., (ii) trading of any securities of the Issuer or Guarantors shall have been suspended on any exchange or in any over-the-counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities, (iv) a material disruption in the securities settlement, payment or clearance services in the United States shall have occurred or (v) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and (b) in the case of any of the events specified in clauses 10(a)(i) through 10(a)(iv), such events singly or together with any other such event, makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Final Memorandum.

        11.    Effectiveness; Defaulting Initial Purchasers . This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

        If on the Closing Date, any one of the Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, the other Initial Purchasers shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I bears to the aggregate principal amount of Securities set forth opposite the names of all such nondefaul