EXCHANGE OFFER AGREEMENT Dated September 22, 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...Exchange Offer Agreement • November 4th, 2005 • Molson Coors Brewing Co • Malt beverages • New York
This Exchange Offer Agreement (the "Agreement") is made and entered into September 22, 2005, among Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company (the "Issuer"), Molson Coors Brewing Company, a Delaware corporation (the "Parent"), the Subsidiary Guarantors named in the Purchase Agreement (together with the Parent, the "Guarantors"), and BMO Nesbitt Burns Inc., TD Securities Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated and Deutsche Bank Securities Inc. (the "Initial Purchasers") and J.P. Morgan Securities Canada Inc., Morgan Stanley Canada Limited and Deutsche Bank Securities Limited (the "Sub-Purchasers"). BMO Nesbitt Burns Inc. and TD Securities Inc. are hereinafter referred to as the "Representatives".
MOLSON COORS CAPITAL FINANCE ULC $300,000,000 4.85% Senior Notes due 2010 Purchase AgreementRegistration Rights Agreement • November 4th, 2005 • Molson Coors Brewing Co • Malt beverages • New York
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").
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...Exchange Offer Agreement • November 4th, 2005 • Molson Coors Brewing Co • Malt beverages • New York
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").
