PURCHASE AGREEMENT

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Exhibit 10.1

U.S. 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

J.P. MORGAN SECURITIES INC.

and

MORGAN STANLEY & CO. INCORPORATED

MOLSON COORS CAPITAL FINANCE ULC
$300,000,000 4.85% Senior Notes due 2010
Purchase Agreement

J.P. Morgan Securities Inc.
Morgan Stanley & Co. Incorporated
c/o J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017

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 ") $300,000,000 principal amount of its 4.85% Senior Notes due 2010 (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 The Canada Trust Company and TD Banknorth, National Association as co-trustees (collectively, the " Trustee ").

        The Securities will be offered without being registered under the Securities Act of 1933, as amended (the " Securities Act "), to qualified institutional buyers in compliance with the exemption from registration provided by Rule 144A under the Securities Act.

        The Initial Purchasers and their direct and indirect transferees will be entitled to the benefits of a Registration Rights Agreement dated the Closing Date (as defined in Section 4) between the Issuer, the Guarantors and the Initial Purchasers (the " Registration Rights Agreement ").

        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 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 that are filed with the Securities and Exchange Commission (the " Commission ") pursuant to the Securities Exchange Act of 1934, as amended (the " Exchange Act ") subsequent to the date of such Memorandum but on or prior to the date that is the later of the Closing Date (as defined in Section 4) and the date on which all of the Securities shall have been sold by the Initial Purchasers.

        1.      Representations and Warranties . Each of the Issuer and the Guarantors represents and warrants, and agrees with you that:

        (a)   Each document, if any, filed or to be filed pursuant to 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.

        (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 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 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.

        (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 and the Exchange Act, 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 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 Registration Rights Agreement.

        (h)   On the Closing Date, the Exchange Securities (as defined in the Registration Rights Agreement), including the related guarantees, will have been duly authorized by the Issuer and the

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Guarantors and, when duly executed, authenticated, issued and delivered as contemplated by the Registration Rights 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 will be duly authorized by the Issuer and the Guarantors and, when executed and delivered by the Issuer and the Guarantors, the Indenture 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 Registration Rights 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 Registration Rights 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 Registration Rights 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, 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 Registration Rights Agreement or the Securities, except (x) such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Securities and (y) by Federal and state securities laws with respect to the Issuer's and the Guarantors' obligations under the Registration Rights Agreement.

        (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 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 Registration Rights Agreement or the Securities or to consummate the transactions contemplated by the 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

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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 Memorandum, will not be, required to register as an "investment company" as such term is defined in the 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 have 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.

        (r)   Assuming that the representations and warranties of the Initial Purchasers in Section 7 are true, correct and complete and further assuming compliance by the Initial 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 (i) register the Securities under the Securities Act or (ii) to qualify the Indenture under the Trust Indenture Act of 1939, as amended.

        (s)   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.

        (t)    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 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 a Memorandum.

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        (u)   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.

        (v)   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.

        (w)  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.

        (x)   No registration, filing or recording of the Indenture under the laws of Canada or the laws of any province 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.

        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 99.396% 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 in connection with the sale of Securities, the difference between the price at the which the Securities are being offered to the public, being 99.996% of the principal amount thereof, and the Purchase Price shall constitute payment by the Issuer of an underwriting fee to the Initial Purchasers (and for greater certainty no separate payment of an underwriting fee is required).

        The Issuer and each of the Guarantors hereby agree that, without the prior written consent of J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated 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 offering of Canadian dollar denominated notes by the Issuer on or about the date hereof as contemplated in the Final Memorandum.)

        The Issuer and each of the Guarantors acknowledge and agree that the Initial 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, the Guarantors or any other person. Additionally, no Initial 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 shall have no responsibility or liability to the Issuer or any Guarantor with respect thereto. Any review by the Initial Purchasers of the Issuer, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will

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be performed solely for the benefit of the Initial Purchasers 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 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.

        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 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 is 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.

        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.

        (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.

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        (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, counsel for the Initial Purchasers, dated the Closing Date, with respect to such matters as J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated 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 J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated 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 and the Initial Purchasers shall have entered into a Registration Rights 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, foreign or provincial 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, 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 contained in this Agreement, each of the Issuer and the Guarantors covenants with each Initial Purchaser as follows:

        (a)   To furnish to you in New York City, without charge, prior to 10:00 am. New York City time on the 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, 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 endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request and to continue such qualifications in effect so long as is required for the distribution of the Securities during the period referred to in 6(b) above.

        (e)   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 Commission thereunder.

        (f)    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.

        (g)   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.

        (h)   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.

        (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.

        (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".

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        7.      Offering of Securities; Restrictions on Transfer .

        (a)   Each Initial Purchaser, severally and not jointly, represents and warrants to the Issuer and the Guarantors that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a " QIB "). Each Initial Purchaser, severally and not jointly, agrees with the Issuer that (i) it will not solicit offers for, or offer or sell, the Securities by 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 and (ii) it will solicit offers for the Securities only from, and will offer the Securities only to, persons that it reasonably believes to be QIBs, other than QIBs in Canada, that in purchasing such Securities are deemed to have represented and agreed as provided in the Final Memorandum under the caption "Transfer Restrictions".

        (b)   Each Initial Purchaser, severally and not jointly, represents and warrants to, and agrees with the Issuer and the Guarantors, with respect to offers and sales outside the United States, that:

        (i)    such Initial 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 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; and

        (iii)  the Securities have not 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 except in accordance with Rule 144A under the Securities Act or pursuant to another exemption from the registration requirements of the Securities Act,

        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 their 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, in the quantities herein above specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Initial Purchasers, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(d) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Initial Purchasers in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) any fees charged by rating agencies for the rating of the Securities, (v) the costs and charges of the Trustee and any transfer agent, registrar or depositary, 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 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

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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.

        9.      Indemnity and Contribution .

        (a)   The Issuer and the Guarantors agree to indemnify and hold harmless each Initial 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), 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 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 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 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 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.

        (b)   Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuer and the Guarantors, their affiliates, directors and officers, 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 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 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

10

 

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 J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated, 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 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 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 in respect thereof, bear to

11

 

the aggregate offering price of the Securities. The relative fault of the Issuer and Guarantors on the one hand and of the Initial 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 and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Initial 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 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 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 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 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 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 any person controlling any Initial 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, 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.

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        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 nondefaulting Initial Purchasers, or in such other proportions as you may specify, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Securities that any Initial Purchaser has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 11 by an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Initial Purchaser. If on the Closing Date, any Initial Purchaser or Initial Purchasers shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to you and the Issuer for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any nondefaulting Initial Purchaser or of the Issuer and the Guarantors. In any such case either you or the Issuer shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Final Memorandum or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

        If this Agreement shall be terminated by the Initial Purchasers, or any of them, because of any failure or refusal on the part of the Issuer and the Guarantors to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Issuer and the Guarantors shall be unable to perform its obligations under this Agreement, the Issuer and the Guarantors will reimburse the Initial Purchasers or such Initial Purchasers as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Initial Purchasers in connection with this Agreement or the offering contemplated hereunder.

        12.    Notices . All notices and other communications under this Agreement shall be in writing and mailed, delivered or sent by facsimile transmission to: if sent to the Initial Purchasers to each of: J.P. Morgan Securities Inc., 270 Park Avenue, New York, New York 10017, Attention: Investment Grade Syndicate Desk, facsimile number 212-834-6081, and Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New York 10036, attention: Michael Fusco and if sent to the issuer, to Molson Coors Brewing Company, 1225 17 ^th Street, Suite 1875, Denver, Colorado 80202, attention: Samuel D. Walker, Chief Legal Officer, facsimile number (303) 277-7373.

        13.    Counterparts . This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

        14.    Applicable Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

        15.    Appointment of Authorized Agent. By execution and delivery of this Agreement, the Issuer acknowledges that it has, by separate written instrument, appointed and designated, without power of revocation, Molson Coors Brewing Company, with offices on the date hereof located at 1225 17 ^th Street, Suite 1875, Denver, Colorado 80202, as its authorized agent (the " Authorized Agent ") to accept and acknowledge on its behalf service of any and all process which may be served in any claim,

13

 

counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement or the transactions contemplated hereby brought in any New York State or U.S. federal court located in the Borough of Manhattan, the city of New York, New York. Such service may be made by delivering a copy of such process to the Issuer in care of the Authorized Agent at the address specified above for the Authorized Agent and obtaining a receipt therefor, and the Issuer hereby irrevocably authorizes and directs the Authorized Agent to accept such service on its behalf. The Issuer represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and agrees that service of process in such manner upon the Authorized Agent shall be deemed to the fullest extent permitted by applicable law, in every respect effective service of process upon the Issuer in any claim. The Issuer further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of the Authorized Agent in full force and effect. Nothing herein contained shall, however, in any manner limit the rights of the Initial Purchasers to serve process in any other manner permitted by applicable law or obtain jurisdiction over the Issuer or bring suits, actions or proceedings against the Issuer in such other jurisdictions, and in such manner as may be permitted by applicable law.

        If the Authorized Agent is consolidated with or merged into another entity incorporated in the United States (a " U.S. Entity "), then the surviving entity shall succeed as, and shall be substituted for, the Authorized Agent. If the Authorized Agent is consolidated with or merged into a subsidiary of Parent that is not a U.S. Entity, is sold or transferred to another Person or is liquidated, then the Issuer shall appoint another U.S. subsidiary of Parent or CT Corporation System as the authorized agent for service of process.

        16.    Judgment Currency. The Issuer hereby covenants and agrees that the following provisions shall apply to conversion under this Agreement.

        (a)   If, for the purposes of obtaining judgment in, or enforcing the judgment of, any court, it becomes necessary to convert a sum due hereunder into any currency other than U.S. dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures J.P. Morgan Securities Inc. could purchase U.S. dollars with such other currency in the city of New York on the business day preceding that on which final judgment is given. The obligations of the Issuer in respect of any sum due from it to any Initial Purchaser shall, notwithstanding any judgment in a currency other than U.S. dollars, not be discharged until the first Business Day, following receipt by such Initial Purchaser of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Initial Purchaser may in accordance with normal banking procedures purchase U.S. dollars with such other currency.

        (b)   The Issuer and each Guarantor hereby agrees to indemnify the Initial Purchasers and each other indemnified party related to any Initial Purchaser against any loss incurred by any of them as a result of any judgment or order being given or made for any amount due under this Agreement being expressed and paid in the judgment currency and as a result of any variation as between (i) the rate of exchange at which the U.S. dollar amount is converted into the judgment currency for the purpose of such judgment or order and (ii) the spot rate of exchange in the city of New York at which the Issuer or such Guarantor on the date of payment of judgment or order is able to purchase U.S. dollars with the amount of the judgment currency actually paid by the Issuer or such Guarantor. The foregoing indemnity shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term "spot rate of exchange" shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, U.S. dollars.

        17.    Headings . The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

14

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

		MOLSON COORS CAPITAL FINANCE ULC
		By:		/s/  ANNITA M. MENOGAN       Name: Annita M. Menogan Title: Secretary
		MOLSON COORS BREWING COMPANY
		By:		/s/  ANNITA M. MENOGAN       Name: Annita M. Menogan Title: Vice President
		COORS BREWING COMPANY
		By:		/s/  ANNITA M. MENOGAN       Name: Annita M. Menogan Title: Secretary
		COORS DISTRIBUTING COMPANY
		By:		/s/  ANNITA M. MENOGAN       Name: Annita M. Menogan Title: Secretary
		COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P.
		By:		COORS GLOBAL PROPERTIES, INC. Title: General Partner
		By:		/s/  PATTI L. ZENK       Name: Patti L. Zenk Title: President
		COORS GLOBAL PROPERTIES, INC.
		By:		/s/  PATTI L. ZENK       Name: Patti L. Zenk Title: President

 

S-1

		COORS WORLDWIDE, INC.
		By:		/s/  ANNITA M. MENOGAN       Name: Annita M. Menogan Title: Secretary
		COORS INTERCONTINENTAL, INC.
		By:		/s/  ANNITA M. MENOGAN       Name: Annita M. Menogan Title: Secretary
		COORS BREWING COMPANY INTERNATIONAL INC.
		By:		/s/  ANNITA M. MENOGAN       Name: Annita M. Menogan Title: Secretary
		Accepted as of the date hereof
		Acting severally on behalf of itself and the several Initial Purchasers named in Schedule I hereto
		J. P. MORGAN SECURITIES INC.
		By:		/s/  ROBERT BOTTAMEDI       Name: Robert Bottamedi Title: Vice President
		MORGAN STANLEY & CO. INCORPORATED
		By:		/s/  MICHAEL FUSCO       Name: Michael Fusco Title: Executive Director

S-2

Schedule I

Initial Purchaser		Principal Amount of Securities To Be Purchased
J.P. Morgan Securities Inc		$	73,500,000
Morgan Stanley & Co. Incorporated		$	58,500,000
Harris Nesbitt Corp.		$	36,000,000
TD Securities (USA) LLC		$	15,000,000
Wachovia Capital Markets, LLC		$	112,500,000
Deutsche Bank Securities Inc.		$	4,500,000
Total		$	300,000,000

Schedule II

Guarantors

Molson Coors Brewing Company (Parent)

Coors Brewing Company

Coors Distributing Company

Coors International Market Development, L.L.L.P.

Coors Worldwide, Inc.

Coors Global Properties, Inc.

Coors Intercontinental, Inc.

Coors Brewing Company International, Inc.

EXHIBIT A
TO
PURCHASE AGREEMENT

FORM OF OPINION OF
KIRKLAND & ELLIS LLP

        Subject to the assumptions, qualifications and limitations which are identified in this letter, we advise you that:

        1.     The Securities and the Guarantees conform in all material respects to the description thereof contained in the Final Memorandum. Assuming due authorization, execution and delivery (except to the extent that delivery is governed by the laws of the State of New York) of the Indenture, the Securities and the Guarantees by all parties thereto, when the Securities are issued by the Issuer, duly executed and authenticated by the Trustee in accordance with the provisions of the Indenture and delivered to and paid for by the Initial Purchasers in accordance with the terms of the Purchase Agreement, (i) the Securities and the Guarantees will constitute valid and binding obligations of the Issuer and the Guarantors, respectively, and will be enforceable against the Issuer and the Guarantors, respectively, in accordance with their terms and (ii) the Securities will constitute "Securities" under the terms of the Indenture.

        2.     The Parent has duly authorized, executed and delivered the Transaction Documents (as defined below).

        3.     Assuming due authorization, execution and delivery (except to the extent that delivery is governed by the laws of the State of New York) of the Indenture, the Exchange Securities and the Exchange Guarantees by all parties thereto (other than the Parent), when the Exchange Securities are issued by the Issuer, duly executed and authenticated by the Trustee in accordance with the provisions of the Indenture and the Exchange Securities and the Exchange Guarantees are delivered in accordance with the terms of the Registration Rights Agreement and the Indenture, (i) the Exchange Securities and the Exchange Guarantees will constitute valid and binding obligations of the Issuer and the Guarantors, respectively, and will be enforceable against the Issuer and the Guarantors, respectively, in accordance with their terms and (ii) the Exchange Securities will constitute "Securities" under the terms of the Indenture.

        4.     Assuming due authorization, execution and delivery (except to the extent that delivery is governed by the laws of the State of New York) by all parties thereto (other than the Parent), the Indenture and the Registration Rights Agreement constitute valid and binding obligations of the Issuer and the Guarantors and are enforceable in accordance with their terms (provided that we give no opinion on any limitation on the enforceability of the Registration Rights Agreement arising from the indemnification and contribution provisions contained therein).

        5.     To the extent delivery of the Purchase Agreement, the Registration Rights Agreement, the Indenture and the Securities by the Issuer in the State of New York is governed by the laws of the State of New York ("New York law"), the Purchase Agreement, the Registration Rights Agreement, the Indenture and the Securities have been delivered by the Issuer.

        6.     The information in the Offering Memorandum under the headings "Description of the Notes", "Exchange Offer and Registration Rights", "Transfer Restrictions" and "Material United States Federal Tax Consequences" to the extent that they summarize laws, governmental rules or regulations or documents is correct in all material respects.

        7.     Each of the Securities, Guarantees, Purchase Agreement, Indenture and Registration Rights Agreement (the "Transaction Documents") conform in all material respects to the description thereof in the Offering Memorandum.

        8.     Neither the Issuer nor any of the Guarantors is an "investment company" as defined in the Investment Company Act of 1940.

 

        9.     Assuming the accuracy of the representations, warranties and agreements of the Issuer and the Guarantors and of the Initial Purchasers contained in the Purchase Agreement, it is not necessary in connection with (1) the offer, sale and delivery of the Securities to the several Initial Purchasers pursuant to the Purchase Agreement or (ii) the resales of the Securities by the several Initial Purchasers in the manner contemplated by in the Final Memorandum to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939.

        10.   The execution and delivery of the Purchase Agreement, the Registration Rights Agreement and the Indenture by the Issuer and the Guarantors and the Issuer's sale of the Securities to you in accordance with the Purchase Agreement do not and the issuance of the Exchange Securities in the manner contemplated by the Registration Rights Agreement and the Indenture and performance by the Issuer and the Guarantors of their respective covenants in the Purchase Agreement, the Registration Rights Agreement, the Indenture, the Securities and the Guarantees will not (i) constitute a violation by the Issuer or any Guarantor of any applicable provision of any law, statute or regulation (except that we express no opinion in this paragraph as to compliance with any disclosure requirement or any prohibition against fraud or misrepresentation or as to whether