S-4

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Table of Contents

As filed with the Securities and Exchange Commission on October 19, 2005

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Molson Coors Brewing Company (Exact Name of Registrant as Specified in Its Charter)	Delaware (State of Incorporation)	84-0178360 (I.R.S. employer identification umber)
Coors Brewing Company (Exact Name of Registrant as Specified in Its Charter)	Colorado (State of Incorporation)	84-1150943 (I.R.S. employer identification umber)
Molson Coors Capital Finance ULC (Exact Name of Registrant as Specified in Its Charter)	Nova Scotia (Province of Incorporation)	98-0449695 (I.R.S. employer identification umber)
Coors Distributing Company (Exact Name of Registrant as Specified in Its Charter)	Colorado (State of Incorporation)	84-0608086 (I.R.S. employer identification umber)
Coors International Market Development, L.L.L.P. (Exact Name of Registrant as Specified in Its Charter)	Colorado (State of Incorporation)	84-1570323 (I.R.S. employer identification umber)
Coors Global Properties, Inc. (Exact Name of Registrant as Specified in Its Charter)	Colorado (State of Incorporation)	26-0042885 (I.R.S. employer identification umber)
Coors Worldwide, Inc. (Exact Name of Registrant as Specified in Its Charter)	Colorado (State of Incorporation)	84-1570317 (I.R.S. employer identification umber)
Coors Intercontinental, Inc. (Exact Name of Registrant as Specified in Its Charter)	Colorado (State of Incorporation)	84-1262470 (I.R.S. employer identification umber)
Coors Brewing Company International, Inc. (Exact Name of Registrant as Specified in Its Charter)	Colorado (State of Incorporation)	84-1208271 (I.R.S. employer identification umber)

1555 Notre Dame Street East
Montréal, Québec, Canada, H2L 2R5
(514) 521-1786
1225 17th Street
Denver, Colorado 80202
(303) 277-6661

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Samuel D. Walker, Esq.
Chief Legal Officer
Molson Coors Brewing Company
1225 17th Street
Denver, Colorado 80202
(303) 277-6661
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copy to:

Christian O. Nagler, Esq.
Kirkland & Ellis LLP
Citigroup Center
153 East 53^rd Street
New York, New York 10022
(212) 446-4800

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:    The exchange will occur as soon as practicable after the effective date of this registration statement.

        If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:    o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
4.85% Senior Notes due 2010	$300,000,000	$35,310
Guarantees(2)	N/A	N/A

(1)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) promulgated under the Securities Act of 1933, as amended (the "Securities Act").

(2)

No separate consideration will be received for the guarantees, and no separate fee is payable, pursuant to Rule 457(n) under the Securities Act.

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 19, 2005

PROSPECTUS

$300,000,000

Molson Coors Capital Finance ULC

4.85% Senior Notes due 2010

(Fully and unconditionally guaranteed by Molson Coors Brewing Company and certain of its subsidiaries)

        Offer for the outstanding 4.85% Senior Notes due 2010 of Molson Coors Capital Finance ULC, in the aggregate principal amount of $300,000,000 (which we refer to as the "Old Notes") in exchange for up to $300,000,000 in aggregate principal amount of 4.85% Senior Notes due 2010 which have been registered under the Securities Act of 1933, as amended (which we refer to as the "New Notes") upon the terms and conditions set forth in this prospectus.

Terms of the Exchange Offer:

•

Expires 5:00 p.m., New York City time,                        , 2005, unless extended (the "expiration date").



•

Not subject to any condition other than that the exchange offer does not violate applicable law or any interpretation of the staff of the Securities and Exchange Commission.



•

We can amend or terminate the exchange offer.



•

We will exchange all 4.85% Senior Notes due 2010 that are validly tendered and not validly withdrawn.



•

We will not receive any proceeds from the exchange offer.



•

The exchange of notes will not be a taxable exchange for U.S. federal income tax purposes.



•

You may withdraw tendered outstanding Old Notes any time before the expiration of the exchange offer.

Terms of the New Notes:

•

The New Notes will be general unsecured senior obligations of Molson Coors Capital Finance ULC.



•

The guarantees will be general unsecured senior obligations of the guarantors.



•

The New Notes mature on September 22, 2010. The New Notes will bear interest, which will be payable semi-annually in cash, at a rate per annum of 4.85%, on each March 22 and September 22, commencing on March 22, 2006.



•

We may redeem the New Notes in whole or in part from time to time. See "Description of New Notes."



•

The terms of the New Notes are identical in all material respects to our outstanding Old Notes except for transfer restrictions and registration rights.

For a discussion of specific risks that you should consider before tendering your outstanding 4.85% Senior Notes due 2010 in the exchange offer, see "Risk Factors" beginning on page 9.

        There is no public market for the Old Notes. However, you may trade the Old Notes in the Private Offering Resale and Trading through Automatic Linkages, or PORTAL™, market.

        Each broker-dealer that receives New Notes pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the New Notes. A broker dealer who acquired Old Notes as a result of market making or other trading activities may use this exchange offer prospectus, as supplemented or amended, in connection with any resales of the New Notes.

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

The date of this prospectus is October     , 2005

This prospectus incorporates by reference documents that are not presented in this prospectus or delivered with this prospectus. Copies of such documents, other than exhibits that are not specifically incorporated by reference in this prospectus, are available without charge to any person to whom this prospectus is delivered, upon written or oral request to: Molson Coors Brewing Company. You may request these filings at no cost at the following address: 1225 17^th Street, Denver, Colorado, U.S.A. 80202, telephone number (303) 277-6661, Attention: Corporate Secretary. PLEASE ALLOW FIVE BUSINESS DAYS FOR DELIVERY.

Table of Contents

        In this prospectus, unless otherwise specified, all dollar amounts are expressed in U.S. dollars.

ENFORCEABILITY OF CIVIL LIABILITIES

        Molson Coors Capital Finance is governed by the laws of Nova Scotia, Canada. Some of its directors, controlling persons and officers, as well as certain of the experts named in this prospectus are residents of Canada or other jurisdictions outside of the United States and all or a substantial portion of their assets and a substantial portion of our assets may be located outside of the United States. Molson Coors Capital Finance has agreed, in accordance with the terms of the indenture under which the notes will be issued, to accept service of process in any suit, action or proceeding with respect to the indenture or the notes brought in any federal or state court located in New York City by an agent designated for such purpose, and to submit to the jurisdiction of such courts in connection with such suits, actions or proceedings. However, it may be difficult for holders of notes to effect service within the United States upon Molson Coors Capital Finance's directors, controlling persons and officers and the experts named in this prospectus or the documents incorporated by reference herein who are not residents of the United States or to enforce against them in the United States judgments of courts of the United States predicated upon civil liability under U.S. federal securities laws.

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FORWARD-LOOKING STATEMENTS

        This prospectus, including the documents incorporated by reference herein, contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by forward-looking words such as "expect," "anticipate," "plan," "believe," "seek," "estimate," "outlook," "trends," "future benefits," "strategies," "goals" and similar words. In addition, statements that we make in this prospectus including the documents incorporated by reference herein that are not statements of historical fact may also be forward-looking statements.

        Forward-looking statements are not guarantees of our future performance and involve risks, uncertainties and assumptions that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. In particular, our indebtedness could, among other things, hinder our ability to adjust rapidly to changing market conditions, make us more vulnerable in the event of a downturn to our business and place us at a competitive disadvantage relative to less leveraged competitors. You should not place undue reliance on forward-looking statements. We do not promise to notify you if we learn that our assumptions or projections are wrong for any reason. We do not undertake any obligations to update forward-looking statements, whether as a result of new information, future events or otherwise. You should be aware that the factors we discuss in "Risk Factors" and elsewhere in this prospectus could cause our actual results to differ from any forward-looking statements.

ABOUT THIS PROSPECTUS

        Except as otherwise specified, as used in this prospectus, the term "parent" refers to Molson Coors Brewing Company; the terms "Molson Coors," "we," "us," and "our" refer to Molson Coors Brewing Company and its consolidated subsidiaries; and the term "issuer" or "Molson Coors Capital Finance" refers to Molson Coors Capital Finance ULC, an indirect wholly-owned subsidiary of Molson Coors Brewing Company, and the term "subsidiary guarantor" refers to any guarantor of the obligations under the notes other than Molson Coors Brewing Company. Unless otherwise indicated, all references to "Dollars," "U.S. $" and "$" are to United States dollars and all references to "Cdn. $" are to Canadian dollars.

TRADEMARKS

        We own or license all of our trademarks for all of our brands, including Coors Light®, Coors® Original, Coors® Non-Alcoholic, Extra Gold®, Molson Canadian®, Molson Dry®, Zima®, Vibe®, George Killian's® Irish Red™, Keystone®, Blue Moon™, Caffrey's Ale®, Carling®, Grolsch®, Hooch®, Red™, Reef®, Worthington® and Kaiser®. This prospectus and the documents incorporated by reference herein also contain trademarks and trade names of ours and of other companies. All brand names or other trademarks appearing herein and therein are the property of their respective holders.

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SUMMARY

The following summary is qualified in its entirety by reference to the more detailed information and the financial statements appearing elsewhere in or incorporated by reference in this prospectus.

Molson Coors Brewing Company

        Molson Coors Brewing Company is the fifth largest brewer in the world. It sells its products in North America, Europe, Latin America and Asia. Molson Coors is a leading brewer in Canada, the United Kingdom, and the United States. Founded by pioneering families and tracing its roots back to 1786, Molson Coors Brewing Company has 18 breweries and 15,000 employees worldwide. Our brands include Coors Light, Molson Canadian, Carling, Kaiser, Coors, Killian's Irish Red and Zima XXX.

        We have dual principal executive offices located at 1225 17^th Street, Denver, Colorado, U.S.A. 80202, telephone number (303) 277-6661, and 1555 Notre Dame Street East, Montréal, Québec, Canada, H2L 2R5, telephone number (514) 521-1786.

        Our website address is www.molsoncoors.com. None of the information on our website or accessible through our website constitutes a part of this prospectus.

Molson Coors Capital Finance

        The issuer, Molson Coors Capital Finance, is an unlimited liability company organized under the laws of Nova Scotia, Canada, and was incorporated on December 29, 2004. Molson Coors Capital Finance is an indirect wholly owned subsidiary of Molson Coors Brewing Company. Its direct parent company is Coors Brewing Company International, Inc., a Colorado company. Molson Coors Capital Finance's only operations relate to accessing bank financing and capital markets on our behalf and on behalf of our Canadian subsidiaries. Otherwise, Molson Coors Capital Finance conducts no independent business, offers no products or services and owns no property. Molson Coors Capital Finance's registered head offices are located at 800-1959 Upper Water Street, Halifax, Nova Scotia, B3J 2X2.

        We have not included separate financial statements of Molson Coors Capital Finance in this prospectus as the financial statements of Molson Coors Brewing Company incorporated by reference herein from the parent's Current Report on Form 8-K filed on September 9, 2005 include condensed consolidating financial information of Molson Coors Brewing Company, which presents information with respect to Molson Coors Capital Finance as the issuer along with information of the parent and the subsidiary guarantors.

PURPOSE OF THE EXCHANGE OFFER

        On September 22, 2005, we sold, through a private placement exempt from the registration requirements of the Securities Act, $300,000,000 in aggregate principal amount of our 4.85% Senior Notes due 2010, all of which are eligible to be exchanged for New Notes. We refer to these notes as "Old Notes" in this prospectus.

        Simultaneously with the private placement of the Old Notes, we entered into a registration rights agreement with the initial purchasers of the Old Notes. Under the registration rights agreement, we are required to use our reasonable best efforts to cause a registration statement for substantially identical Notes, which will be issued in exchange for the Old Notes, to be filed within 120 days and to become effective on or within 180 days of issuance of the Old Notes. We refer to the Notes to be registered under this exchange offer registration statement as "New Notes" and collectively with the Old Notes, we refer to them as the "Notes" in this prospectus. You may exchange your Old Notes for New Notes in this exchange offer. You should read the discussion under the headings "—Summary of the

1

Exchange Offer," "The Exchange Offer" and "Description of the New Notes" for further information regarding the New Notes.

        We did not register the Old Notes under the Securities Act or any state securities law, nor do we intend to after the exchange offer. As a result, the Old Notes may only be transferred in limited circumstances under the securities laws. If holders of the Old Notes do not exchange their Old Notes in the exchange offer, they lose their right to have the Old Notes registered under the Securities Act, subject to certain limitations. Anyone who still holds Old Notes after the exchange offer may be unable to resell their Old Notes.

SUMMARY OF THE EXCHANGE OFFER

Securities Offered	$300 million principal amount of 4.85% Senior Notes due 2010.
The Exchange Offer	We are offering to exchange the Old Notes for a like principal amount of New Notes. Old Notes may be exchanged only in integral principal at maturity multiples of $1,000. This exchange offer is being made pursuant to a registration rights agreement dated as of September 22, 2005 which granted the initial purchasers and any subsequent holders of the Old Notes certain exchange and registration rights. This exchange offer is intended to satisfy those exchange and registration rights with respect to the Old Notes. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your Old Notes.
Expiration Date; Withdrawal of Tender	The exchange offer will expire at 5:00 p.m. New York City time, on October     , 2005, or a later time if we choose to extend this exchange offer. You may withdraw your tender of Old Notes at any time prior to the expiration date. All outstanding Old Notes that are validly tendered and not validly withdrawn will be exchanged. Any Old Notes not accepted by us for exchange for any reason will be returned to you at our expense as promptly as possible after the expiration or termination of the exchange offer.
Resales	We believe that you can offer for resale, resell and otherwise transfer the New Notes without complying with the registration and prospectus delivery requirements of the Securities Act if:
		•	you acquire the New Notes in the ordinary course of business:
		•	you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the New Notes;
		•	you are not an "affiliate" of ours, as defined in Rule 405 of the Securities Act; and
		•	you are not a broker-dealer.
	If any of these conditions is not satisfied and you transfer any New Notes without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities Act. We do not assume or indemnify you against this liability.

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	Each broker-dealer acquiring New Notes issued for its own account in exchange for Old Notes, which it acquired through market-making activities or other trading activities, must acknowledge that it will deliver a proper prospectus when any New Notes issued in the exchange offer are transferred. A broker-dealer may use this prospectus for an offer to resell, a resale or other retransfer of the New Notes issued in the exchange offer.
Conditions to the Exchange Offer	Our obligation to accept for exchange, or to issue the New Notes in exchange for, any Old Notes is subject to certain customary conditions relating to compliance with any applicable law, or any applicable interpretation by any staff of the Securities and Exchange Commission, or any order of any governmental agency or court of law. We currently expect that each of the conditions will be satisfied and that no waivers will be necessary. See "The Exchange Offer—Conditions to the Exchange Offer."
Procedures for Tendering Notes Held in the Form of Book-Entry Interests	The Old Notes were issued as global securities and were deposited upon issuance with TD Banknorth, National Association which issued uncertificated depository interests in those outstanding Old Notes, which represent a 100% interest in those Old Notes, to The Depository Trust Company.
	Beneficial interests in the outstanding Old Notes, which are held by direct or indirect participants in the Depository Trust Company, are shown on, and transfers of the Old Notes can only be made through, records maintained in book-entry form by The Depository Trust Company.
	You may tender your outstanding Old Notes by instructing your broker or bank where you keep the Old Notes to tender them for you. In some cases you may be asked to submit the BLUE-colored "Letter of Transmittal" that may accompany this prospectus. By tendering your Old Notes you will be deemed to have acknowledged and agreed to be bound by the terms set forth under "The Exchange Offer." Your outstanding Old Notes must be tendered in multiples of $1,000.
	A timely confirmation of book-entry transfer of your outstanding Old Notes into the exchange agent's account at The Depository Trust Company, under the procedure described in this prospectus under the heading "The Exchange Offer" must be received by the exchange agent on or before 5:00 p.m., New York City time, on the expiration date.
United States Federal Income Tax Considerations	The exchange offer should not result in any income, gain or loss to the holders of Old Notes or to us for United States Federal Income Tax Purposes. See "Certain U.S. Federal Income Tax Considerations."
Use of Proceeds	We will not receive any proceeds from the issuance of the New Notes in the exchange offer.

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Exchange Agent	TD Banknorth, National Association is serving as the exchange agent for the exchange offer.
PORTAL Market	There is no public market for the Old Notes. However, you may trade the Old Notes in the Private Offering Resale and Trading through Automatic Linkages, or PORTAL™, market.
Shelf Registration Statement	In limited circumstances, holders of Old Notes may require us to register their Old Notes under a shelf registration statement.

TERMS OF THE NEW NOTES

Please refer to "Description of the New Notes" in this prospectus for more information about the New Notes. All references to "notes" are to the New Notes.

Issuer	Molson Coors Capital Finance, an unlimited liability company organized under the laws of Nova Scotia, Canada.
Securities Offered	$300 million in principal amount of 4.85% senior notes due September 22, 2010.
Maturity	September 22, 2010.
Interest Payment Dates	March 22 and September 22, commencing March 22, 2006.
Denominations	The notes will be issued in denominations of $1,000 and integral multiples of $1,000.
Guarantees	The notes will be fully and unconditionally guaranteed on a joint and several basis by the issuer's parent, Molson Coors Brewing Company, a Delaware corporation, and certain of its existing and future U.S. subsidiaries.
Ranking	The notes and guarantees will be senior unsecured obligations of the issuer and the guarantors, respectively, and will rank equally with all of the issuer's and guarantors' other unsecured and unsubordinated indebtedness.
Optional Redemption	The issuer may redeem the notes, in whole at any time or in part from time to time, at the redemption price described under "Description of the New Notes—Optional Redemption."
Redemption for Tax Reasons	Subject to the conditions described herein, if, as a result of a change in or amendment to law or any official position with respect thereto, the issuer has become or would become obligated to pay Additional Amounts (as defined in "Description of the New Notes—Payment of Additional Amounts"), the issuer may redeem the notes in whole but not in part at a price equal to the principal amount of the notes, together with accrued but unpaid interest.
Covenants	The issuer will issue the notes under an indenture, with The Canada Trust Company and TD Banknorth, National Association as co-trustees (collectively, the "trustee"). The indenture, among other things, restricts the ability of the parent, the issuer and the parent's "restricted subsidiaries," as that term is defined in the indenture, to:

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		•	incur indebtedness for borrowed money or evidenced by notes or similar instruments secured by mortgages, directly or indirectly, on any principal brewery, manufacturing, processing or packaging plant or warehouse located in the United States or Canada unless the notes are secured equally and ratably with, or prior to, that indebtedness; and
		•	enter into specified sale and leaseback transactions with respect to any principal brewery, manufacturing, processing or packaging plant or warehouse located in the United States or Canada unless the proceeds from those transactions are applied to repay indebtedness or to make expenditures for the expansion, construction or acquisition of such a plant or warehouse.
	These covenants are subject to a number of exceptions and limitations, including exceptions for transactions that, taken together, do not aggregate to more than 15% of our "consolidated net tangible assets," as that term is defined in "Description of the New Notes—Certain Definitions." You should carefully review the information under "Description of the New Notes—Certain Restrictions."
Use of Proceeds	We will not receive any proceeds from the issuance of the New Notes in the exchange offer.
Additional Securities	Under the indenture we may, without the consent of the holders of the notes, "reopen" a series of notes and issue additional notes from time to time in the future. The notes offered by this prospectus, the Old Notes, the notes issued in the concurrent offering in Canada of 5.00% senior notes due 2015 by Molson Coors Capital Finance (the "Concurrent Offering") (and the notes issued in exchange therefor), and any additional notes we may issue in the future upon such a reopening will be treated as a single series of debt securities under the indenture. This means that, in circumstances where the indenture provides for the holders of notes to vote or take any other action as a single class, the notes, the Old Notes, the notes issued in the Concurrent Offering (and the notes issued in exchange therefor), and any additional notes that we may issue by reopening the series, will vote or take action as a single class.
Book-Entry, Clearance and Settlement	The notes will be represented by one or more book-entry certificates registered in the name of Cede & Co., a nominee for The Depository Trust Company ("DTC"). You will hold beneficial interests in the notes through DTC and its participants, and DTC and its indirect and direct participants will record your beneficial interest on their books. We will not issue certificates to individual holders of notes except under limited circumstances explained in "Description of the New Notes—Book-Entry, Clearance and Settlement." Settlement of the notes will occur through DTC in same day funds.
Governing Law	The indenture and the notes will be governed by the laws of the State of New York.

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Sinking Fund	There is no sinking fund for the notes.
Trustee and Paying Agent	TD Banknorth, National Association.
Absence of a Public Market for the Notes	We do not intend to list the Old Notes or New Notes on any stock exchange. The Old Notes and, if issued, the New Notes, will be a new issue of securities for which there is no established market. Accordingly, there can be no assurance that a market for the Old Notes or, if issued, the New Notes, will develop or as to the liquidity of any market that may develop. The initial purchasers have advised us that they currently intend to make a market in the Old Notes and, if issued, the New Notes. However, they are not obligated to do so, and any market making with respect to the Old Notes or the New Notes may be discontinued without notice.
Risk Factors	Investing in the notes involves risks. See "Risk Factors" on page 9 of this prospectus.

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SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA
OF MOLSON COORS BREWING COMPANY

        The following table presents summary financial and other data with respect to Molson Coors Brewing Company and has been derived from (i) the audited consolidated financial statements of Molson Coors Brewing Company as of and for the three fiscal years ended December 26, 2004, (ii) our unaudited consolidated financial statements for the three and six month periods ended June 26, 2005 and June 27, 2004, and (iii) the unaudited pro forma condensed combined financial statements giving effect to the merger of Adolph Coors Company with Molson Inc. to form Molson Coors Brewing Company, all of which are included in our Current Report on Form 8-K dated September 9, 2005 which is incorporated by reference herein. The unaudited pro forma condensed combined financial information does not purport to represent what our actual results would have been had the events assumed therein in fact occurred on the dates assumed, nor is it necessarily indicative of our future combined operating results or combined financial position. The information set forth below should be read together with the other information contained herein and in the documents incorporated by reference herein.

        The pro forma data for the year ended December 26, 2004 were prepared as though the merger took place on December 29, 2003. The pro forma data for the twenty-six weeks ended June 26, 2005 were prepared as though the merger took place on December 27, 2004.

        All amounts are in millions of United States Dollars.

			Year Ended												Twenty-six Weeks Ended
			2002(a)			2003(a)			2004(a)			Pro Forma 2004			June 27, 2004(a)			June 26, 2005(a)			Pro Forma June 26, 2005
Consolidated Statement of Operations Data:
	Sales		$	4,956.9		$	5,387.2		$	5,819.7		$	8,378.2		$	2,785.0		$	3,627.5		$	3,923.4
	Excise taxes			(1,180.6	)		(1,387.1	)		(1,513.9	)		(2,243.9	)		(710.8	)		(952.1	)		(1,067.8	)
	Net sales			3,776.3			4,000.1			4,305.8			6,134.3			2,074.2			2,675.4			2,855.6
	Cost of goods sold			(2,414.5	)		(2,586.8	)		(2,741.7	)		(3,785.3	)		(1,314.8	)		(1,640.3	)		(1,726.4	)
	Gross profit			1,361.8			1,413.3			1,564.1			2,349.0			759.4			1,035.1			1,129.2
	Other operating expenses:
		Marketing, general and administrative		(1,057.2	)		(1,105.9	)		(1,223.2	)		(1,726.1	)		(605.8	)		(819.7	)		(903.7	)
		Special (charges)—credits		(6.3	)		—			7.5			(189.0	)		—			(128.4	)		(171.5	)
	Total other operating expenses			(1,063.5	)		(1,105.9	)		(1,215.7	)		(1,915.1	)		(605.8	)		(948.1	)		(1,075.2	)
	Operating income			298.3			307.4			348.4			433.9			153.6			87.0			54.0
	Interest expense—net			(49.7	)		(62.0	)		(53.2	)		(149.3	)		(28.6	)		(61.8	)		(76.7	)
	Other income (expense)—net			8.0			8.4			12.9			13.5			—			(3.0	)		(2.7	)
	Income (loss) before income taxes			256.6			253.8			308.1			298.1			125.0			22.2			(25.4	)
	Income tax expense			(94.9	)		(79.2	)		(95.2	)		(133.7	)		(40.2	)		(21.7	)		(28.6	)
	Income (loss) before minority interests			161.7			174.6			212.9			164.4			84.8			0.5			(54.0	)
	Minority interests			—			—			(16.2	)		39.9			(7.9	)		3.9			12.4
	Net income (loss)		$	161.7		$	174.6		$	196.7		$	204.3		$	76.9		$	4.4		$	(41.6	)

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		Dec. 29, 2002(b)			Dec. 28, 2003(b)			Dec. 26, 2004(b)			June 27, 2004(b)			June 26, 2005
Consolidated Balance Sheet Data (end of period):
	Cash and cash equivalents and short-term and long-term marketable securities	$	59.2		$	19.4		$	123.0		$	36.2		$	45.4
	Working capital		(94.0	)		(54.9	)		91.3			(47.4	)		(984.3	)
	Properties, net		1,380.2			1,450.8			1,445.6			1,411.0			2,513.2
	Total assets		4,297.4			4,444.7			4,657.5			4,532.0			11,894.7
	Long-term debt, including current portion		1,425.8			1,229.7			919.7			1,142.1			1,722.1
	Other long-term liabilities		784.3			883.8			948.9			969.2			2,434.3
	Stockholders' equity		981.9			1,267.4			1,601.2			1,425.4			5,115.8
Cash Flow Data:
	Cash provided by (used in) operations	$	245.0		$	528.8		$	499.9			151.2			(125.4	)
	Cash used in investing activities		(1,570.8	)		(214.6	)		(67.4	)		(5.9	)		(94.4	)
	Cash provided by (used in) financing activities		1,291.7			(357.4	)		(335.7	)		(130.3	)		147.1
Other Information:
	Barrels of malt beverages sold (in millions)		31,841			32,735			32,703			15,860			20,893
	Capital expenditures	$	246.8		$	240.5		$	211.5		$	75.2		$	147.6
	Total debt to total capitalization		60.9	%		49.7	%		36.8	%		44.5	%		34.8	%

(a)

Does not include Molson Inc. results prior to February 9, 2005.

(b)

Does not include Molson Inc. balances.

RATIO OF EARNINGS TO FIXED CHARGES

        The following table sets forth our unaudited consolidated ratio of earnings to fixed charges for the fifty-two weeks and twenty-six weeks ended June 26, 2005 and for each of the years in the five-year period ended December 26, 2004:

	For the Twenty-six Weeks Ended		Year Ended
	June 26, 2005(b) (pro forma)	June 26, 2005 (actual)	2004(b) (pro forma)	2004 (actual)	2003	2002	2001(a)	2000(a)
Ratio of Earnings to Fixed Charges	—	1.4	2.4	4.8	3.9	4.2	16.3	14.8

(a)

Ratios prior to the purchase of Coors Brewers Limited and the issuance of $850 million of notes by Coors Brewing Company in 2002.

(b)

Assumes issuance of $300,000,000 in aggregate principal amount of the notes and Cdn.$900,000,000 in aggregate principal amount of notes under the Concurrent Offering (and the notes issued in exchange therefor) as of the beginning of periods presented.

        For the purpose of calculating the ratio of earnings to fixed charges, "earnings" consists of earnings from continuing operations before income taxes, excluding undistributed earnings (loss) from equity investees, and fixed charges, excluding amortization of capitalized interest and preferred security dividend requirements of consolidated subsidiaries. "Fixed charges" consists of interest costs, the interest factor in rentals, amortization of debt issuance costs, preferred security dividend requirements of subsidiaries and capitalized interest. Earnings were inadequate to cover fixed charges by $21.3 million for the twenty-six week pro forma period ended June 26, 2005. Molson Inc.'s results for the period beginning February 9, 2005 are included in the ratio for the twenty-six weeks ended June 26, 2005.

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RISK FACTORS

        Investing in the notes involves risks. Before making an investment decision, you should carefully consider the following risk factors as well as other information contained or incorporated by reference in this prospectus. The risks and uncertainties described are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.

Risk Factors Relating to Our Business

Because we will continue to face intense global competition, operating results may be negatively impacted.

        The brewing industry is highly competitive and requires substantial human and capital resources. Competition in our various markets could cause us to reduce prices, increase capital and other expenditures or lose market share, any of which could have a material adverse effect on our business and financial results. In addition, in some of our markets, our primary competitors have substantially greater financial, marketing, production and distribution resources than we will have. In all of the markets where we will operate, aggressive marketing strategies by our main competitors could adversely affect our financial results. In addition, industry trends indicate increased consumer preference for lower priced, value segment beer brands, which could result in loss of volume or operating margins.

Changes in tax, environmental or other regulations or failure to comply with existing licensing, trade and other regulations could have a material adverse effect on our financial condition.

        Our business is regulated by federal, state, provincial and local laws and regulations in various countries regarding such matters as licensing requirements, trade and pricing practices, labelling, advertising, promotion and marketing practices, relationships with distributors, environmental and other matters. Failure to comply with these laws and regulations could result in the loss, revocation or suspension of our licenses, permits or approvals. In addition, changes in tax, environmental or any other laws or regulations could have a material adverse effect on our business, financial condition and results of operations.

We have indebtedness that is substantial in relation to our stockholders' equity.

        As of September 25, 2005, we had approximately $2.7 billion in debt. As a result, a substantial portion of our cash flow from operations must be dedicated to the payment of principal and interest on our debt. If our financial and operating performance is insufficient to generate sufficient cash flow for all of our activities, our operations could be negatively impacted. Our substantial indebtedness could hinder our ability to adjust to rapid changes in market conditions or to respond to competitive pressures.

We are subject to fluctuations in foreign exchange rates, most significantly the British pound and the Canadian dollar.

        We hold assets and incur liabilities, earn revenues and pay expenses in different currencies in addition to the U.S. dollar, most significantly, in Canadian dollars and British pounds. Subsequent to the merger with Molson Inc., we have significantly more foreign currency exposure to the Canadian dollar and the Brazilian Reais. Since our financial statements are presented in U.S. dollars, we must translate our assets, liabilities, income and expenses into U.S. dollars at current exchange rates. Increases and decreases in the value of the U.S. dollar will affect, perhaps negatively, the value of these items in our financial statements, even if their value has not changed in their original currency.

9

Our operations face significant commodity price change and foreign exchange rate exposure which could materially and adversely affect our operating results.

        Molson Coors uses a large volume of agricultural and other raw materials to produce its products, including malt, hops and water. The supply and price of these raw materials can be affected by a number of factors beyond our control, including frosts, droughts and other weather conditions, economic factors affecting growth decisions, plant diseases and theft. To the extent any of the foregoing factors affect the prices of ingredients, our results of operations could be materially and adversely impacted. In addition, in Brazil agricultural and other raw materials are priced based on the U.S. dollar and, since our sales in Brazil are made in local currency, fluctuations in the exchange rate between the U.S. dollar and the Brazilian Reais may negatively impact our earnings in Brazil. We have active hedging programs to address commodity price and foreign exchange rate changes. However, to the extent we fail to adequately manage the foregoing risks, including if our hedging arrangements do not effectively or completely hedge changes in foreign currency rates or commodity price risks, our results of operations may be negatively impacted.

We rely on a small number of suppliers to obtain the packaging and raw materials we need to operate our business.

        For our U.S. business, we purchase most of our paperboard and container supplies from a single supplier or a small number of suppliers. This packaging is unique to us and is not produced by any other supplier. Additionally, we are contractually obligated to purchase substantially all our can and bottle needs in the United States from our container joint ventures or from our partners in those ventures, Ball Corporation and Owens-Brockway Glass Container, Inc. Consolidation of the glass bottle industry in North America has reduced local supply alternatives and increased risks of glass bottle supply disruptions. Coors Brewers Limited ("CBL"), our British subsidiary, has only a single source for its can supply. The inability of any of these suppliers to meet our production requirements without sufficient time to develop an alternative source could have a material adverse effect on our business. The supply and price of raw materials used to produce our products can be affected by a number of factors beyond our control, including frosts, droughts and other weather conditions, economic factors affecting growth decisions, various plant diseases and pests. To the extent that any of the foregoing affects the ingredients used to produce our products, our results of operations could be materially and adversely affected.

Our success depends largely on the success of three primary products, one each in Canada, the United States and the United Kingdom; the failure or weakening of one or more could materially adversely affect our financial results.

        Although we currently have 14 products in our U.S. portfolio, Coors Light represented more than 51% of our Americas sales volume for 2004. Carling lager is the best-selling brand in the United Kingdom and represented approximately 75% of CBL sales volume in 2004. The Molson Canadian brand represented 25% of Molson Inc.'s sales volume for the nine-months ended December 2004. Consequently, any material shift in consumer preferences away from these brands may have a disproportionately large negative impact on our business.

The loss of one or more of our licensing, distribution or other arrangements in Canada, Brazil or the U.K. could have a material adverse effect on the results of one or more reporting segments.

        We manufacture and/or distribute products of other beverage companies, including those of one or more competitors, through various licensing, distribution or other arrangements in Canada, Brazil and the U.K. The loss of one or more of these arrangements could have a material adverse effect on the results of one or more reporting segments.

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If the contract we have with our current information technology service provider fails, we could experience significant disruption in our business.

        We rely exclusively on one information technology services provider for our network, help desk, hardware, and software configuration, both at Coors Brewing Company and CBL. If the service provider fails and we are unable to find a suitable replacement in a timely manner, we could be unable to properly administer our information technology systems in these two subsidiaries.

We are and will continue to be subject to various contingent tax, environmental and other liabilities and our reserves for those liabilities may not be sufficient.

        If actual costs for these contingent liabilities are higher than expected, we could be required to accrue for additional costs. In the course of our respective businesses, we are subject to various litigation claims and other contingent liabilities. These include, among others, (i) claims asserted against our subsidiary, Cervejarias Kaiser Brasil S.A., ("Kaiser") by Brazilian tax authorities, including claims for income taxes, federal excise taxes, value-added tax, revenue taxes (PIS/federal unemployment insurance contribution) and federal social security tax, (ii) claims by the U.S. Environmental Protection Agency that we are a potentially responsible party at the Lowry Superfund Site, and (iii) various other legal claims arising in the ordinary course of our businesses. While we have estimated and accrued for costs expected to be incurred in connection with our contingent liabilities, if actual costs are higher than expected, we could be required to accrue for additional costs and make additional cash payments.

Litigation directed at the alcohol beverage industry may adversely affect our sales volumes and our business.

        Molson Coors and many other brewers and distilled spirits manufacturers have been sued in several courts regarding advertising practices and underage consumption. The suits allege that each defendant intentionally marketed its products to "children and other underage consumers." In essence, each suit seeks, on behalf of an undefined class of parents and guardians, an injunction and unspecified money damages. We will vigorously defend these lawsuits and it is not possible at this time to estimate the possible loss or range of loss, if any, in these lawsuits.

We are highly dependent on independent distributors in the United States and Brazil to sell our products.

        We sell all of our products in the United States to distributors for resale to retail outlets. Some of our distributors are at a competitive disadvantage because they are smaller than the largest distributors in their markets. Our distributors also sell products that compete with our products. These distributors may give our competitors' products higher priority, thereby reducing sales of our products. In addition, the regulatory environment of many states makes it very difficult to change distributors. Consequently, if we are not allowed or are unable to replace unproductive or inefficient distributors, our business, financial position, and results of operation may be adversely affected. In addition, we are highly dependent upon Coca-Cola franchise bottlers and distributors in Brazil to sell and deliver our products, with no assurance that those distributors will effectively sell our products.

We have recently incurred losses in our Brazilian operations, recorded restructuring and impairment charges, and could suffer further charges as a result of the Brazilian operations, which could have a material adverse effect on our combined results of operations.

        Our Brazilian operations incurred losses in the calendar year ended December 31, 2004 and the first half of 2005. These losses were a function of the current period costs associated with plans to significantly grow volumes and regain market share associated with the sales centers put in place during the last nine months in Brazil. In light of the continuing challenges presented by the Brazilian beer market, Molson Inc. recorded restructuring and impairment charges in this business prior to the merger. Our Brazilian operations may continue to incur losses and further impairment charges could be

11

required, which could have a material adverse effect on our combined results of operations. Claims from Brazilian tax authorities, uncertainties in the Brazilian political situation, and the fiscal needs of the federal and provincial governments of Brazil, create inherent uncertainties with respect to the disposition of Kaiser's tax liabilities.

We may be required to exercise control over the entity that owns the entertainment business and the Montréal Canadiens pursuant to the undertakings given to its lenders.

        On July 25, 2001, Molson Inc. sold the entertainment business operated in the Bell Centre in Montréal and the Montréal Canadiens hockey team, which has been financially adversely affected as a result of the National Hockey League work stoppage. As part of the sale transaction, Molson agreed to, among other things, give a guarantee to the team's lenders for loans which as of March 31, 2004 were in the amount of Cdn.$92 million.

        In addition, Molson Inc. is the guarantor of the 99-year lease arrangements on the Bell Centre related to the land on which the Bell Centre is located. The amount of lease payments varies based on prevailing interest rates and changes in the Consumer Price Index. In Molson Inc.'s fiscal year ended March 31, 2004, the payments under the lease made by the purchaser totalled Cdn.$3.2 million.

        If the purchaser is unable to meet its obligations, Molson Inc. will exercise control over the entities that own the entertainment business and the Montréal Canadiens and make required payments and fund cash flow deficiencies, which could have a material adverse effect on our liquidity position and our combined results of operations as we may be required to include these entities in our consolidated financial statements.

Consolidation of pubs and growth in the size of pub chains in the United Kingdom could result in less ability to achieve pricing.

        The trend toward consolidation of pubs, away from independent pub and club operations, is continuing in the United Kingdom. These larger entities have stronger price negotiating power, which could impact CBL's ability to obtain favorable pricing in on-trade (due to spillover effect of reduced negotiating leverage) and could reduce our revenues and profit margins. In addition, these larger customers are beginning to purchase directly more of the products that, in the past, we have provided as part of our factored business. This consolidation could impact us negatively.

Due to a high concentration of unionized workers in the United Kingdom, we could be significantly affected by labor strikes, work stoppages or other employee-related issues.

        Approximately 27% of CBL's total workforce is represented by trade unions. Although we believe relations with our employees are good, more stringent labor laws in the United Kingdom expose us to a greater risk of loss should we experience labor disruptions.

Our primary production facilities in Europe are located at a single site, so we could be more vulnerable than our competitors to transportation disruptions, fuel increases and natural disasters.

        Our primary production facility in Europe is located in Burton-on-Trent, England, where we brew and package approximately two-thirds of our products sold in the Europe business. While our Europe business operations remain centralized, our competitors have multiple geographically dispersed breweries and packaging facilities. As a result, we must ship our products greater distances than some of our competitors, making us more vulnerable to fluctuations in costs such as fuel or packaging costs.

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We depend exclusively on one logistics provider in England, Wales and Scotland for distribution of our CBL products.

        We are involved in a joint venture with Exel Logistics called Tradeteam. Tradeteam handles all of the physical distribution for CBL in England, Wales and Scotland, except where a different distribution system is requested by a customer. If Tradeteam were unable to continue distribution of our product and we were unable to find a suitable replacement in a timely manner, we could experience significant disruptions in our business that could have a negative impact on our operations.

We may not realize the cost savings and other benefits we currently anticipate due to challenges associated with integrating the operations, technologies, sales and other aspects of the business of Molson and Coors.

        Our success will be dependent in large part on the success of our management in integrating the operations, technologies and personnel of Molson Inc. and Adolph Coors Company. If we fail to meet the challenges involved in successfully integrating the operations or otherwise fail to realize any of the anticipated benefits of the merger transaction, including the estimated cost savings of approximately $50 million, $40 million and $85 million in the first, second and third years, respectively, following the merger, and, thereafter, approximately $175 million annually, our results of operations could be impaired. In addition, the overall integration of the two companies may result in unanticipated operations problems, expenses and liabilities, and diversion of management's attention.

Loss of key members of management could negatively affect our ability to successfully integrate or successfully operate our business.

        Certain executive officers and certain other members of management of the former Adolph Coors Company and Molson Inc. have left employment with Molson Coors subsequent to the merger. Loss of these officers and members of management could have an adverse impact on our ability to successfully combine, integrate or operate our businesses.

If Pentland Securities (1982) Inc. and the Adolph Coors Jr. Trust dated September 12, 1969 do not agree on a matter submitted to stockholders, generally the matter will not be approved, even if beneficial to us or favored by other stockholders.

        Pentland and the Coors Trust, which together control more than two-thirds of our Class A common and exchangeable stock, are parties to voting trust agreements through which they have combined their voting power over the shares of our Class A common stock and the Class A exchangeable shares that they own. However, in the event that these two stockholders do not agree to vote in favor of a matter submitted to a stockholder vote (other than the election of directors), the voting trustees will be required to vote all of the Class A common stock and Class A exchangeable stock deposited in the voting trusts against the matter. There is no other mechanism in the voting trust agreements to resolve a potential deadlock between these stockholders. Therefore, if either Pentland or the Coors Trust is unwilling to vote in favor of a transaction that is subject to a stockholder vote, we may be unable to complete the transaction even if our board, management or other stockholders believe the transaction is beneficial for Molson Coors.

Risks Relating to the Notes

The notes will not be guaranteed by all of our subsidiaries and will be structurally subordinated to the debt of our non-guarantor subsidiaries, which means that creditors of these non-guarantor subsidiaries will be paid from the assets of those entities before holders of the notes would have any claims to those assets.

        Although the notes will be fully and unconditionally guaranteed on a senior unsecured basis by certain of our existing and future United States subsidiaries, they will not be guaranteed by our other subsidiaries outside the United States. The notes will be effectively subordinated to all debt and other

13

liabilities, including trade debt and preferred share claims, of our non-guarantor subsidiaries. In addition, although they will not guarantee the notes, these non-guarantor subsidiaries may partially guarantee our obligations under the revolving credit facility to the extent the guarantee would not constitute a fraudulent conveyance, result in adverse tax consequences to us or violate applicable local law.

        As of September 25, 2005, our non-guarantor subsidiaries had outstanding approximately $500 million of debt, accounts payable and other accrued liabilities. Our non-guarantor subsidiaries, before intercompany eliminations, contributed 47.4% of our net sales and 36.9% of our operating income for the 12 months ended December 26, 2004, 57.5% of our net sales and 72.4% of our operating income, and represented 49.3% of our total assets for the twenty-six week period ended and as of June 26, 2005, respectively. To the extent we expand our operations outside of the subsidiary guarantors, a larger percentage of our consolidated assets, revenue and operating income may be derived from non-guarantor subsidiaries. Our ability to repatriate cash from our subsidiaries may be limited by jurisdictional legal rights, and amounts which we are able to repatriate may be subject to additional taxes.

Changes in our creditworthiness or our credit ratings may affect the market price or value and the liquidity of the notes.

        Our perceived creditworthiness and changes in credit ratings of the notes may affect the market price or value and the liquidity of the notes. In addition, negative changes in our credit rating may affect the credit ratings of the notes.

Because there is no public market for the New Notes, you may not be able to sell your New Notes.

        The New Notes will be registered under the Securities Act of 1933, as amended, or the Securities Act, but will constitute a new issue of securities, and uncertainty exists with regard to:

•

the liquidity of any trading market that may develop;



•

the ability of holders to sell their New Notes; or



•

the price at which the holders would be able to sell their New Notes.

        The New Notes might trade a higher or lower prices than their principal amount or purchase price, depending on many factors, including prevailing interest rates, the market for similar securities and our financial performance.

        Any market-making activity will be subject to the limits imposed by the Securities Act and the Exchange Act, and may be limited during the exchange offer or the pendency of an applicable shelf registration statement. An active trading market might not exist for the New Notes and any trading market that does develop might not be liquid.

        In addition, any holder of Old Notes who tenders in the exchange offer for the purpose of participating in a distribution of the New Notes may be deemed to have received restricted securities, and if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Your Old Notes will not be accepted for exchange if you fail to follow the exchange offer procedures.

        We will issue New Notes pursuant to this exchange offer only after a timely receipt of your Old Notes (including timely notation in book-entry form). Therefore, if you want to tender your Old Notes, please allow sufficient time to ensure timely delivery. If we do not receive your Old Notes by the expiration date of the exchange offer, we will not accept your Old Notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of Old Notes for

14

exchange. If there are defects or irregularities with respect to your tender of Old Notes, we may not accept your Old Notes for exchange.

If you do not exchange your Old Notes, your Old Notes will continue to be subject to the existing transfer restrictions and you may be unable to sell your Old Notes.

        We did not register the Old Notes, nor do we intend to do so following the exchange offer. The Old Notes that are not tendered will, therefore, continue to be subject to the existing transfer restrictions and may be transferred only in limited circumstances under the securities laws. If you do not exchange your Old Notes, you will be subject to existing transfer restrictions. As a result, if you hold Old Notes after the exchange offer, you may be unable to sell your Old Notes. If a large number of outstanding Old Notes are exchanged for New Notes issued in the exchange offer, it may be difficult for holders of outstanding Old Notes that are not exchanged in the exchange offer to sell their Old Notes, since those Old Notes may not be offered or sold unless they are registered or there are exemptions from registration requirements under the Securities Act or state laws that apply to them. In addition, if there are only a small number of Old Notes outstanding, there may not be a very liquid market in those Old Notes. There may be few investors that will purchase unregistered securities in which there is not a liquid market.

If you exchange your Old Notes, you may not be able to resell the New Notes you receive in the exchange offer without registering them and delivering a prospectus.

        You may not be able to resell New Notes you receive in the exchange offer without registering those New Notes or delivering a prospectus. Based on interpretations by the Commission in no-action letters, we believe, with respect to New Notes issued in the exchange offer, that:

•

holders who are not "affiliates" of ours within the meaning of Rule 405 of the Securities Act;



•

holders who acquire their New Notes in the ordinary course of business;



•

holders who do not engage in, intend to engage in, or have arrangements to participate in a distribution (within the meaning of the Securities Act) of the New Notes; and



•

are not broker-dealers

do not have to comply with the registration and prospectus delivery requirements of the Securities Act.

        Holders described in the preceding sentence must tell us in writing at our request that they meet these criteria. Holders that do not meet these criteria could not rely on interpretations of the SEC in no-action letters, and will have to register the New Notes they receive in the exchange offer and deliver a prospectus for them. In addition, holders that are broker-dealers may be deemed "underwriters" within the meaning of the Securities Act in connection with any resale of New Notes acquired in the exchange offer. Holders that are broker-dealers must acknowledge that they acquired their outstanding New Notes in market-making activities or other trading activities and must deliver a prospectus when they resell New Notes they acquire in the exchange offer in order not to be deemed an underwriter.

USE OF PROCEEDS

        We will not receive any proceeds from the issuance of the New Notes in the exchange offer.

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CREDIT RATINGS

        The notes have been assigned a rating of "BBB high" by Dominion Bond Rating Service Limited ("DBRS"), a rating of "Baa2" by Moody's Investors Service, Inc. ("Moody's") and a rating of "BBB" by Standard & Poor's ("S&P"). Credit ratings are intended to provide investors with an independent measure of credit quality of an issue of securities.

        The "BBB high" rating assigned to the notes by DBRS is the fourth highest rating of DBRS's 10 rating categories, ranging from "AAA" to "D." DBRS also uses "high" and "low" grades to indicate the relative standing of credit within a particular rating category; a debt that has neither of these "high" or "low" grades is in the middle of the rating category. The presence of the "high" designation in respect of the notes indicates that their rating is the highest of the "BBB" rating category.

        Moody's has 9 rating categories, ranging from "AAA" to "C" and applies numerical modifiers 1, 2 and 3 in certain of its rating categories to indicate whether the securities being rated rank in the high, mid or low-range of a particular rating category. The "Baa2" rating assigned to the notes by Moody's indicates that the notes rank in the mid range of Moody's fourth highest rating category.

        The "BBB" rating by S&P is the fourth highest of 10 ratings categories granted by S&P generally. S&P regards an insurer rated "BBB" or higher as having financial security characteristics that outweigh any vulnerabilities, and is highly likely to have the ability to meet financial commitments.

        The credit ratings assigned to the notes are not recommendations to purchase, hold or sell the notes inasmuch as such ratings do not comment as to market price of the notes or their suitability for a particular investor. There is no assurance that these ratings will remain in effect for any given period of time or that the ratings will not be revised or withdrawn entirely in the future by the respective rating organizations if in their judgment circumstances so warrant.

        The credit ratings assigned to the notes may not reflect the potential impact of all risks related to structure and other factors on the value of the notes. In addition, real or anticipated changes in the credit ratings assigned to the notes will generally affect the market value of the notes. See "Risk Factors."

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THE EXCHANGE OFFER

Terms Of The Exchange Offer; Period For Tendering Outstanding Old Notes

        We will accept any validly tendered Old Notes that you do not withdraw before 5:00 p.m., New York City time, on the expiration date. We will issue $1,000 of principal amount of New Notes in exchange for each $1,000 principal amount of your outstanding Old Notes. You may tender some or all of your Old Notes in the exchange offer.

        The form and terms of the New Notes are the same as the form and terms of the outstanding Old Notes except that:

        (1)   the New Notes being issued in the exchange offer will be registered under the Securities Act and will not have legends restricting their transfer;

        (2)   the New Notes being issued in the exchange offer will not contain the registration rights and additional interest provisions contained in the outstanding Old Notes; and

        (3)   interest on the New Notes will accrue from the last interest date on which interest was paid on your Old Notes.

        Outstanding Old Notes that we accept for exchange will not accrue interest after we complete the exchange offer.

        The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2005, unless we extend it. If we extend the exchange offer, we will issue a notice by press release or other public announcement before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        We reserve the right, in our sole discretion:

        (1)   to extend the exchange offer;

        (2)   to terminate the exchange offer and not accept any Old Notes for exchange if any of the conditions have not been satisfied; or

        (3)   to amend the exchange offer in any manner provided, however, that if we amend the exchange offer to make a material change, including the waiver of a material condition, we will extend the exchange offer, if necessary to keep the exchange offer open for at least five business days after such amendment or waiver.

        We will promptly give written notice of any extension, delay, non-acceptance, termination or amendment. We will also file a post-effective amendment with the Commission if we amend the terms of the exchange offer.

        If we extend the exchange offer, Old Notes that you have previously tendered will still be subject to the exchange offer and we may accept them. We will promptly return your Old Notes if we do not accept them for exchange for any reason without expense to you after the exchange offer expires or terminates.

Procedures For Tendering Old Notes Held Through Brokers And Banks

        Since the Old Notes are represented by global book-entry notes, The Depositary Trust Company or DTC, as depositary, or its nominee is treated as the registered holder of the notes and will be the only entity that can tender your Old Notes for New Notes. Therefore, to tender notes subject to this exchange offer and to obtain New Notes, you must instruct the institution where you keep your Old Notes to tender your notes on your behalf so that they are received on or prior to the expiration of this exchange offer.

17

        The BLUE-colored "Letter of Transmittal" that may accompany this prospectus may be used by you to give such instructions. YOU SHOULD CONSULT YOUR ACCOUNT REPRESENTATIVE AT THE BROKER OR BANK WHERE YOU KEEP YOUR NOTES TO DETERMINE THE PREFERRED PROCEDURE.

IF YOU WISH TO ACCEPT THIS EXCHANGE OFFER, PLEASE INSTRUCT YOUR BROKER OR ACCOUNT REPRESENTATIVE IN TIME FOR YOUR OLD NOTES TO BE TENDERED BEFORE THE 5:00 PM (NEW YORK CITY TIME) DEADLINE ON                        , 2005.

        You may tender some or all of your Old Notes in this exchange offer. However, notes may be tendered only in integral multiples of $1,000.

        When you tender your outstanding Old Notes and we accept them, the tender will be a binding agreement between you and us in accordance with the terms and conditions in this prospectus.

        The method of delivery of outstanding Old Notes and all other required documents to the exchange agent is at your election and risk.

        We will decide all questions about the validity, form, eligibility, acceptance and withdrawal of tendered Old Notes, and our determination will be final and binding on you. We reserve the absolute right to:

        (1)   reject any and all tenders of any particular Old Note not properly tendered;

        (2)   refuse to accept any Old Note if, in our judgment or the judgment of our counsel, the acceptance would be unlawful; and

        (3)   waive any defects or irregularities or conditions of the exchange offer as to any particular Old Note before the expiration of the exchange offer.

        Our interpretation of the terms and conditions of the exchange offer will be final and binding on all parties. You must cure any defects or irregularities in connection with tenders of Old Notes as we will determine. Neither we, the exchange agent nor any other person will incur any liability for failure to notify you of any defect or irregularity with respect to your tender of Old Notes. If we waive any terms or conditions pursuant to (3) above with respect to a noteholder, we will extend the same waiver to all noteholders with respect to that term or condition being waived.

Deemed Representations

        To participate in the exchange offer, we require that you represent to us that:

        (1)   you or any other person acquiring New Notes for your outstanding Old Notes in the exchange offer is acquiring them in the ordinary course of business;

        (2)   if neither you nor any other person acquiring New Notes in exchange for your outstanding Old Notes is a broker-dealer, such person does not engage in or intend to engage in a distribution of the New Notes issued in the exchange offer;

        (3)   neither you nor any other person acquiring New Notes in exchange for your outstanding Old Notes has an arrangement or understanding with any person to participate in the distribution of New Notes issued in the exchange offer;

        (4)   neither you nor any other person acquiring New Notes in exchange for your outstanding Old Notes is our "affiliate" as defined under Rule 405 of the Securities Act or, if you or any other person is such affiliate, such person will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

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        (5)   if you or another person acquiring New Notes for your outstanding Old Notes is a broker-dealer, and acquired the Old Notes as a result of market-making activities or other trading activities, and you acknowledge that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of your New Notes; and

        (6)   if you or another person acquiring New Notes for your outstanding Old Notes is a non-U.S. holder of notes, you acknowledge that your participation in the exchange offer does not violate any applicable non-U.S. securities laws and that you are able to receive the New Notes on a basis that is exempt from prospectus and registration requirements under such laws.

BY TENDERING YOUR OLD NOTES YOU ARE DEEMED TO HAVE MADE THESE REPRESENTATIONS.

        Broker-dealers who cannot make the representations in item (5) of the paragraph above cannot use this exchange offer prospectus in connection with resales of the New Notes issued in the exchange offer.

        If you are our "affiliate," as defined under Rule 405 of the Securities Act, you are a broker-dealer who acquired your outstanding Old Notes in the initial offering and not as a result of market-making or trading activities, or if you are engaged in or intend to engage in or have an arrangement or understanding with any person to participate in a distribution of New Notes acquired in the exchange offer, you or that person:

        (1)   may not rely on the applicable interpretations of the staff of the Commission and therefore may not participate in the exchange offer; and

        (2)   must comply with the registration and prospectus delivery requirements of the Securities Act or an exemption therefrom when reselling the Old Notes.

Procedures For Brokers And Custodian Banks; DTC Account

        In order to accept this exchange offer on behalf of a holder of Old Notes you must submit or cause your DTC participant to submit an Agent's Message as described below.

        The exchange agent, on our behalf, will seek to establish an Automated Tender Offer Program ("ATOP") account with respect to the outstanding notes at DTC promptly after the delivery of this prospectus. Any financial institution that is a DTC participant, including your broker or bank, may make book-entry tender of outstanding Old Notes by causing the book-entry transfer of such notes into our ATOP account in accordance with DTC's procedures for such transfers. Concurrently with the delivery of Old Notes, an Agent's Message in connection with such book-entry transfer must be transmitted by DTC to, and received by, the exchange agent on or prior to 5:00 p.m., New York City Time on the expiration date. The confirmation of a book-entry transfer into the ATOP account as described above is referred to herein as a "Book-Entry Confirmation."

        The term "Agent's Message" means a message transmitted by the DTC participants to DTC, and thereafter transmitted by DTC to the exchange agent, forming a part of the Book-Entry Confirmation which states that DTC has received an express acknowledgment from the participant in DTC described in such Agent's Message stating that such participant and beneficial holder agree to be bound by the terms of this exchange offer.

        Each Agent's Message must include the following information:

        (1)   Name of the beneficial owner tendering such notes;

        (2)   Account number of the beneficial owner tendering such notes;

        (3)   Principal amount of notes tendered by such beneficial owner; and

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        (4)   To the extent the beneficial holder is a resident of Canada, the province of residence of such holder.

BY SENDING AN AGENT'S MESSAGE THE DTC PARTICIPANT IS DEEMED TO HAVE CERTIFIED THAT THE BENEFICIAL HOLDER FOR WHOM NOTES ARE BEING TENDERED HAS BEEN PROVIDED WITH A COPY OF THIS PROSPECTUS.

        The delivery of notes through DTC, and any transmission of an Agent's Message through ATOP, is at the election and risk of the person tendering notes. We will ask the exchange agent to instruct DTC to return those Old Notes, if any, that were tendered through ATOP but were not accepted by us, to the DTC participant that tendered such notes on behalf of holders of the notes. Neither we nor the exchange agent is responsible or liable for the return of such notes to the tendering DTC participants or to their owners, nor as to the time by which such return is completed.

Acceptance Of Outstanding Old Notes For Exchange; Delivery Of New Notes Issued In The Exchange Offer

        We will accept validly tendered Old Notes when the conditions to the exchange offer have been satisfied or we have waived them. We will have accepted your validly tendered Old Notes when we have given oral or written notice to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the New Notes from us. If we do not accept any tendered Old Notes for exchange because of an invalid tender or other valid reason, the exchange agent will return the certificates, without expense, to the tendering holder. If a holder has tendered Old Notes by book-entry transfer, we will credit the notes to an account maintained with The Depository Trust Company. We will credit the account at The Depository Trust Company promptly after the exchange offer terminates or expires.

THE AGENT'S MESSAGE MUST BE TRANSMITTED TO EXCHANGE AGENT ON OR BEFORE 5:00 PM, NEW YORK CITY TIME, ON THE EXPIRATION DATE

Withdrawal Rights

        You may withdraw your tender of outstanding Old Notes at any time before 5:00 p.m., New York City time, on the expiration date.

        For a withdrawal to be effective, you should contact your bank or broker where your Old Notes are held and have them send and ATOP notice of withdrawal so that it is received by the exchange agent before 5:00 p.m., New York City time, on the expiration date. Such notice of withdrawal must:

        (1)   specify the name of the person that tendered the Old Notes to be withdrawn;

        (2)   identify the Old Notes to be withdrawn, including the CUSIP number and principal amount at maturity of the Old Notes;

        (3)   specify the name and number of an account at The Depository Trust Company to which your withdrawn Old Notes can be credited.

        We will decide all questions as to the validity, form and eligibility of the notices and our determination will be final and binding on all parties. Any tendered Old Notes that you withdraw will not be considered to have been validly tendered. We will return any outstanding Old Notes that have been tendered but not exchanged, or credit them to The Depository Trust Company account, promptly after withdrawal, rejection of tender, or termination of the exchange offer. You may re-tender properly withdrawn Old Notes by following one of the procedures described above before the expiration date.

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Conditions To The Exchange Offer

        Notwithstanding any other provision herein, we are not required to accept for exchange, or to issue New Notes in exchange for, any outstanding Old Notes. We may terminate or amend the exchange offer, before the expiration of the exchange offer if the exchange offer shall violate any applicable U.S. securities laws.

        These conditions are for our sole benefit and we may assert them at any time before the expiration of the exchange offer. Our failure to exercise any of the foregoing rights will not be a waiver of our rights.

Exchange Agent

        You should direct questions, requests for assistance, and requests for additional copies of this prospectus and the BLUE-colored "Letter of Transmittal" to the exchange agent at TD Banknorth, 2300 St. George Road—P.O. Box 1350, Williston, Vermont 05495, attention: Corporate Trust Department (Telephone) (802) 872-2057 and (Facsimile) (802) 879-2216.

Delivery to an address other than set forth above will not constitute a valid delivery.

Fees And Expenses

        We will not make any payment to brokers, dealers, or others soliciting acceptances of the exchange offer except for reimbursement of mailing expenses.

        We will pay the estimated cash expenses connected with the exchange offer.

Accounting Treatment

        The New Notes will be recorded at the same carrying value as the existing Old Notes, as reflected in our accounting records on the date of exchange. Accordingly, we will recognize no gain or loss for accounting purposes. The expenses of the exchange offer will be expensed over the term of the New Notes.

Transfer Taxes

        If you tender outstanding Old Notes for exchange you will not be obligated to pay any transfer taxes. However, if you instruct us to register New Notes in the name of, or request that your Old Notes not tendered or not accepted in the exchange offer be returned to, a person other than you, you will be responsible for paying any transfer tax owed.

YOU MAY SUFFER ADVERSE CONSEQUENCES IF YOU FAIL TO EXCHANGE OUTSTANDING OLD NOTES

        If you do not tender your outstanding Old Notes, you will not have any further registration rights, except for the rights described in the registration rights agreement and described above, and your Old Notes will continue to be subject to restrictions on transfer when we complete the exchange offer. Accordingly, if you do not tender your notes in the exchange offer, your ability to sell your Old Notes could be adversely affected. Once we have completed the exchange offer, holders who have not tendered notes will not continue to be entitled to any increase in interest rate that the indenture provides for if we do not complete the exchange offer.

        Holders of the New Notes issued in the exchange offer and Old Notes that are not tendered in the exchange offer will vote together as a single series under the indenture governing the New Notes.

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Consequences Of Exchanging Outstanding Old Notes

        If you make the representations that we discuss above, we believe that you may offer, sell or otherwise transfer the New Notes to another party without registration of your notes or delivery of a prospectus.

        We base our belief on interpretations by the staff of the Commission in no-action letters issued to third parties. If you cannot make these representations, you cannot rely on this interpretation by the Commission's staff and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the Old Notes. A broker-dealer that receives New Notes for its own account in exchange for its outstanding Old Notes must acknowledge that it acquired as a result of market making activities or other trading activities and that it will deliver a prospectus in connection with any resale of the New Notes. Broker-dealers who can make these representations may use this exchange offer prospectus, as supplemented or amended, in connection with resales of New Notes issued in the exchange offer.

        However, because the Commission has not issued a no-action letter in connection with this exchange offer, we cannot be sure that the staff of the Commission would make a similar determination regarding the exchange offer as it has made in similar circumstances.

Shelf Registration

        The registration rights agreement also requires that we file a shelf registration statement if:

        (1)   we cannot file a registration statement for the exchange offer because the exchange offer is not permitted by law;

        (2)   a law or Commission policy prohibits a holder from participating in the exchange offer;

        (3)   a holder cannot resell the New Notes it acquires in the exchange offer without delivering a prospectus and this prospectus is not appropriate or available for resales by the holder; or

        (4)   a holder is a broker-dealer and holds notes acquired directly from us or one of our affiliates.

        We will also register the New Notes under the securities laws of jurisdictions that holders may request before offering or selling notes in a public offering. We do not intend to register New Notes in any jurisdiction unless a holder requests that we do so.

        Old Notes may be subject to restrictions on transfer until:

        (1)   a person other than a broker-dealer has exchanged the Old Notes in the exchange offer;

        (2)   a broker-dealer has exchanged the Old Notes in the exchange offer and sells them to a purchaser that receives a prospectus from the broker, dealer on or before the sale;

        (3)   the Old Notes are sold under an effective shelf registration statement that we have filed; or

        (4)   the Old Notes are sold to the public under Rule 144 of the Securities Act.

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DESCRIPTION OF THE NEW NOTES

This section describes the specific financial and legal terms of the New Notes. References to "we," "us," or the "issuer" in this Description of the Notes are references to Molson Coors Capital Finance. The following is a summary of the material terms of the notes offered hereby, and does not purport to be complete. Reference is made to the indenture for the full text of the terms of the notes, a copy of which is available from us upon request as described under the caption "Incorporation by Reference." All references to "Notes" are to the New Notes.

General

        The notes will be issued under the indenture in an aggregate principal amount of $300,000,000 and will mature on September 22, 2010. The notes will be issued in minimum denominations of $1,000 and in integral multiples of $1,000. The notes will bear interest at 4.85% per annum, payable semi-annually in arrears in equal installments on March 22 and September 22 of each year, commencing March 22, 2006. Interest on the notes will be computed on the basis of a 360-day year of twelve 30-day months. Pursuant to the terms of the indenture, the New Notes will evidence the same indebtedness as, and will replace, the Old Notes tendered in exchange therefor and will be issued pursuant to, and entitled to the benefits of, the indenture (as defined below).

        The notes will be unsecured obligations of Molson Coors Capital Finance and will rank pari passu with its other unsecured debt.

        We are initially offering the notes in the aggregate principal amount of $300,000,000. The Cdn.$900,000,000 in aggregate principal amount of our 5.00% Senior Notes due 2015 (including notes issued in exchange therefor), together with any outstanding Old Notes, will be treated as the same series of notes as the notes offered hereby. In addition, we may, without the consent of the holders of the notes, issue additional notes having the same terms and conditions in all respects as the notes being offered hereby, and as otherwise provided for under the indenture relating to the notes. Any such additional notes, together with the Cdn.$900 million in aggregate principal amount of 5.00% Senior Notes due 2015 offered simultaneously with the Old Notes (including notes issued in exchange therefor), together with any outstanding Old Notes, will be treated as a single series of securities under the indenture relating to the notes, dated as of September 22, 2005, among Molson Coors Capital Finance, as issuer, Molson Coors Brewing Company, as parent guarantor, Coors Brewing Company, Coors Distributing Company, Coors International Market Development, L.L.L.P., Coors Global Properties, Inc., Coors Worldwide, Inc., Coors Intercontinental, Inc. and Coors Brewing Company International, Inc., as subsidiary guarantors, and The Canada Trust Company and TD Banknorth, National Association as co-trustees (collectively, the "trustee"), each of which is an affiliate of TD Securities (USA) LLC which, among other things, was an initial purchaser of the Old Notes. TD Banknorth, National Association will act as paying agent with respect to the notes offered hereby.

Guarantees

        The notes will be jointly and severally guaranteed on a full and unconditional senior unsecured basis by the parent and each of the subsidiary guarantors (all of which are wholly owned directly or indirectly by the parent). The parent and such subsidiary guarantors will fully and unconditionally guarantee the payment of all of the principal of, and any premium and interest on, the notes when due, whether at maturity or otherwise. Under the terms of the full and unconditional guarantee, holders of the notes will not be required to exercise their remedies against Molson Coors Capital Finance before they proceed directly against Molson Coors. However, each subsidiary guaranty will be limited as necessary to prevent such subsidiary guaranty from being rendered voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

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        Each subsidiary guarantor that makes a payment under its subsidiary guaranty will be entitled to a contribution from each other subsidiary guarantor in an amount equal to such other subsidiary guarantor's pro rata portion of such payment based on the respective net assets of all the subsidiary guarantors at the time of such payment determined in accordance with U.S. generally accepted accounting principles. If a subsidiary guaranty were to be rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the applicable subsidiary guarantor and, depending on the amount of such indebtedness, a subsidiary guarantor's liability on its subsidiary guaranty could be reduced to zero.

        In addition, the parent will cause each of its subsidiaries that guarantees certain senior debt of the parent or the issuer after the first original issue date of the notes to execute and deliver to the trustee a guaranty pursuant to which such subsidiary will guarantee payment of the notes on the same terms and conditions as the original guarantees from the initial subsidiary guarantors.

        A subsidiary guarantor will be released and relieved from all its obligations under its subsidiary guaranty in the following circumstances, each of which is permitted by the indenture:

        (1)   upon the sale or other disposition (including by way of consolidation or merger), in one transaction or a series of related transactions, of a majority of the total voting power of the capital stock or other interests of such subsidiary guarantor (other than to the parent, the issuer or any of their respective affiliates);

        (2)   upon the sale or disposition of all or substantially all the assets of such subsidiary guarantor (other than to the parent, the issuer or any of their respective affiliates); or

        (3)   if at any time when no default has occurred and is continuing with respect to the notes, such subsidiary guarantor no longer guarantees any other debt of the parent, the issuer or any other subsidiary guarantor.

Optional Redemption

        As explained below, we may redeem the notes before they mature. This means that we may repay them early. You have no right to require us to redeem the notes. Unless we default in the payment of the redemption price and accrued and unpaid interest, the notes will cease to bear interest on the redemption date. We will give notice of any redemption we propose to make to holders of the notes at least 30 days, but no more than 60 days, before the redemption date. If we choose to redeem the notes, we are not required to redeem the notes issued under the Concurrent Offering (or the notes issued in exchange therefor). Similarly, if we choose to redeem the notes issued under the Concurrent Offering (or the notes issued in exchange therefor), we are not required to redeem the notes.

        We may redeem the notes, in whole at any time or in part from time to time, at our option, at a redemption price equal to the greater of:

•

100% of the principal amount of the notes then outstanding to be redeemed; and



•

the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable treasury rate plus 15 basis points.

plus, in either case, accrued and unpaid interest on the principal amount being redeemed to the redemption date.

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        "Treasury rate" means, with respect to any redemption date:

•

the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the comparable treasury issue (if no maturity is within three months before or after the remaining life (as defined below), yields for the two published maturities most closely corresponding to the comparable treasury issue will be determined and the treasury rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or



•

if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the comparable treasury issue, calculated using a price for the comparable treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for such redemption date.

The treasury rate will be calculated on the third business day preceding the date fixed for redemption.

        "Comparable treasury issue" means the U.S. Treasury security selected by an independent investment banker as having a maturity comparable to the remaining term ("remaining life") of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes.

        "Comparable treasury price" means (1) the average of five reference treasury dealer quotations for such redemption date, after excluding the highest and lowest reference treasury dealer quotations, or (2) if the independent investment banker obtains fewer than four such reference treasury dealer quotations, the average of all such quotations.

        "Independent investment banker" means either J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated and their respective successors as specified by us, or, if these firms are unwilling or unable to select the comparable treasury issue, an independent investment banking institution of national standing appointed by us.

        "Reference treasury dealer" means (1) J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated and their respective successors, provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in New York City (a "primary treasury dealer"), we will substitute therefor another primary treasury dealer and (2) any three other primary treasury dealers selected by us after consultation with the independent investment banker.

        "Reference treasury dealer quotations" means, with respect to each reference treasury dealer and any redemption date, the average, as determined by the independent investment banker, of the bid and asked prices for the comparable treasury issue (expressed in each case as a percentage of its principal amount) quoted in writing to the independent investment banker at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

        We will mail a notice of redemption to each holder of notes to be redeemed by first-class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for redemption. Unless we default on payment of the redemption price and accrued and unpaid interest, on the redemption date interest will cease to accrue on the notes or portions thereof called for redemption. If fewer than all of the notes are to be redeemed, the trustee will select, not more than 60 days prior to

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the redemption date, the particular notes or portions thereof for redemption from the outstanding notes not previously called by such method as the trustee deems fair and appropriate.

Certain Restrictions

        The following restrictions will apply to the notes:

Restrictions on Secured Debt

        If the parent, the issuer or any Restricted Subsidiary shall incur or guarantee any Debt secured by a mortgage, pledge or lien ("Mortgage") on any Principal Property of the parent, the issuer or any Subsidiary of the parent, or on any Capital Stock of any Restricted Subsidiary that owns, directly or indirectly, a Principal Property, the parent or the issuer will, or will cause such Restricted Subsidiary to, secure the notes equally and ratably with (or prior to) such secured Debt, unless the aggregate amount of all such secured Debt, when taken together with all Attributable Debt with respect to sale and leaseback transactions involving Principal Properties of the parent, the issuer or any Restricted Subsidiary (with the exception of such transactions which are excluded as described in the next paragraph and in the second paragraph in "Restrictions on Sales and Leasebacks" below) would not exceed 15% of Consolidated Net Tangible Assets.

        The above restriction will not apply to Debt secured by:

        (1)   purchase money Mortgages;

        (2)   Mortgages existing on any property prior to the acquisition thereof by the parent, the issuer or a Restricted Subsidiary or existing on any property of any corporation that becomes a Subsidiary after the date of the indenture prior to the time such corporation becomes a Subsidiary or securing indebtedness that is used to pay the cost of acquisition of such property or to reimburse the parent, the issuer or a Restricted Subsidiary for that cost; provided, however, that such Mortgage shall not apply to any other property of the parent, the issuer or a Restricted Subsidiary other than improvements and accessions to the property to which it originally applies;

        (3)   Mortgages to secure the cost of development or construction of such property, or improvements of such property; provided, however, that (i) such Mortgages are released or satisfied in due course within a reasonable period after the completion of such development, construction or improvement and (ii) such Mortgages shall not apply to any other property of the parent, the issuer or any Restricted Subsidiary;

        (4)   Mortgages in favor of a governmental entity or in favor of the holders of securities issued by any such entity, pursuant to any contract or statute (including Mortgages to secure debt of the pollution control or industrial revenue bond type) or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages;

        (5)   Mortgages securing indebtedness owing to the parent, the issuer or a subsidiary guarantor;

        (6)   Mortgages existing on the first date the notes are originally issued;

        (7)   Mortgages required in connection with governmental programs which provide financial or tax benefits, as long as substantially all of the obligations secured are in lieu of or reduce an obligation that would have been secured by a lien permitted under the indenture;

        (8)   extensions, renewals or replacements of the Mortgages referred to in this paragraph (other than Mortgages described in clauses (3) and (5) above) so long as the principal amount of the secured Debt is not increased and the extension, renewal or replacement is limited to all or part of the same property secured by the Mortgage so extended, renewed or replaced; or

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        (9)   Mortgages in connection with sale and leaseback transactions described in the second paragraph in "Restrictions on Sales and Leasebacks" below.

Restrictions on Sales and Leasebacks

        None of the parent, the issuer and any Restricted Subsidiary may enter into any sale and leaseback transaction involving any Principal Property, unless the aggregate amount of all Attributable Debt with respect to such transactions, when taken together with all secured Debt permitted under the first paragraph in "Restrictions on Secured Debt" above (and not excluded in the second paragraph), would not exceed 15% of Consolidated Net Tangible Assets.

        The above restriction will not apply to, and there will be excluded from Attributable Debt in any computation under this restriction, any sale and leaseback transaction if:

        (1)   the transaction is between or among two or more of the parent, the issuer and the Subsidiary Guarantors;

        (2)   the lease is for a period, including renewal rights, of not in excess of three years;

        (3)   the transaction is with a governmental authority that provides financial or tax benefits;

        (4)   the net proceeds of the sale are at least equal to the fair market value of the property and, within 180 days of the transfer, the parent, the issuer or the Subsidiary Guarantors repay Funded Debt owed by them or make expenditures for the expansion, construction or acquisition of a Principal Property at least equal to the net proceeds of the sale; or

        (5)   such sale and leaseback transaction is entered into within 180 days after the acquisition or construction, in whole but not in part, of such Principal Property.

Certain Definitions

        "Attributable Debt" means, as to any particular lease under which any Person is at the time liable and at any date as of which the amount thereof is to be determined, the total net amount of rent required to be paid by such Person under such lease during the remaining primary term thereof, discounted from the respective due dates thereof to such date at the actual percentage rate inherent in such arrangements as determined in good faith by the parent. The net amount of rent required to be paid under any such lease for any such period shall be the aggregate amount of the amount payable by the lessee with respect to such period after excluding amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments and similar charges. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be terminated.

        "Capital Stock" of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any preferred stock, but excluding any debt securities convertible into such equity.

        "Consolidated Net Tangible Assets" means the consolidated total assets of the parent, including its consolidated subsidiaries, after deducting current liabilities (except for those which are Funded Debt or the current maturities of Funded Debt) and goodwill, trade names, trademarks, patents, unamortized debt discount and expense, organization and developmental expenses and other like segregated intangibles. Deferred income taxes, deferred investment tax credits or other similar items will not be considered as a liability or as a deduction from or adjustment to total assets.

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        "Debt" means with respect to any Person:

        (1)   indebtedness for money borrowed of such Person, whether outstanding on the date of the indenture or thereafter incurred; and

        (2)   indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable.

        "Funded Debt" of any Person means (a) all Debt of such Person having a maturity of more than 12 months from the date as of which the determination is made or having a maturity of 12 months or less but by its terms being renewable or extendable beyond 12 months from such date at the option of the borrower, and (b) rental obligations of such Person payable more than 12 months from such date under leases which are capitalized in accordance with generally accepted accounting principles (such rental obligations to be included as Funded Debt at the amount so capitalized).

        "Person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity.

        "Principal Property" means any brewery, manufacturing, processing or packaging plant or warehouse owned at the date of the indenture or thereafter acquired by the parent, the issuer or any Restricted Subsidiary which is located within the United States of America or Canada, other than any property which in the opinion of the Board of Directors of Molson Coors Brewing Company is not of material importance to the total business conducted by the parent, the issuer and the Restricted Subsidiaries as an entirety.

        "Restricted Subsidiary" means a Subsidiary of the parent or the issuer (a) substantially all the property of which is located, or substantially all the business of which is carried on, within the United States of America or Canada, and (b) which owns a Principal Property.

        "Significant Subsidiary" means any Subsidiary of the Parent that would be a "Significant Subsidiary" within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

        "Subsidiary" means, with respect to any Person, any corporation more than 50% of the outstanding Voting Stock of which at the time of determination is owned, directly or indirectly, by such Person and/or one or more other Subsidiaries of such Person.

        "Subsidiary Guarantors" means (a) Coors Brewing Company, Coors Distributing Company, Coors International Market Development, L.L.L.P., Coors Global Properties, Inc., Coors Worldwide, Inc., Coors Intercontinental, Inc., and Coors Brewing Company International, Inc., and (b) each of the parent's future Subsidiaries that guarantee the notes as required by the provisions described under "Guarantees" above.

        "Voting Stock" of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

Merger, Consolidation or Sale of Assets

        Unless otherwise permitted pursuant to the last paragraph under the caption "Guarantees" above, the indenture provides that none of the parent, the issuer or any subsidiary guarantor will merge or sell, convey, transfer or lease all or substantially all of its assets unless (i)(a) the successor is organized under the laws of the United States of America or Canada or any state, province or division thereof and assumes the obligations of the parent, the issuer or such subsidiary guarantor as the case may be, with respect to the notes or the related guaranty, as applicable, and under the indenture and, after giving effect to such transaction, no default under the indenture will have occurred and be continuing,

28

or (b) with respect to the issuer, the issuer merges, sells, conveys, transfers or leases substantially all of its assets to another subsidiary of Molson Coors Brewing Company and receives fair market value for such assets and (ii) the issuer or the successor delivers to the trustee an opinion of counsel (who may be counsel to the issuer) that such transaction will not result in, or be deemed to result in, a taxable event or any withholding tax with respect to holders of the notes.

Defeasance and Discharge

        The indenture provides that the parent, the issuer, and the subsidiary guarantors will be discharged from any and all obligations in respect of the notes and the related guaranty (except for certain obligations to register the transfer or exchange of the notes, to replace stolen, lost or mutilated notes, to maintain paying agencies and hold monies for payment in trust and to pay the principal of (and premium, if any) and interest, if any, on the notes) upon the deposit with the trustee, in trust, of money and/or U.S. government obligations, or in the event of debt securities denominated in Canadian dollars, Canadian government obligations which through the payment of interest and principal thereof in accordance with their terms will provide money in an amount sufficient to pay any installment of principal (and premium, if any) and interest, if any, on and any mandatory sinking fund payments in respect of the notes on the maturity, or redemption date, or due dates of such payments in accordance with the terms of the indenture and the notes. The establishment of such a trust will be conditioned on the delivery by the parent, the issuer or a subsidiary guarantor to the trustee of an opinion of counsel (who may be counsel to the issuer) to the effect that, (i) based upon applicable U.S. Federal income tax law or a ruling published by the United States Internal Revenue Service, such a defeasance and discharge will not result in, or be deemed to result in, a taxable event with respect to holders of the notes, and (ii) based on applicable Canadian federal income tax law or a ruling granted by the Canada Revenue Agency, such defeasance and discharge will not result in, or be deemed to result in, a taxable event or any withholding tax with respect to holders of the notes.

Payment of Additional Amounts

        All payments made by or on behalf of Molson Coors Capital Finance, Molson Coors Brewing Company or any of the subsidiary guarantors under or with respect to the notes or the guarantees will be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or any province or territory of Canada or by any authority or agency therein or thereof having power to tax (hereafter "Indemnified Taxes"), unless Molson Coors Capital Finance, Molson Coors Brewing Company or such subsidiary guarantor, as the case may be, is required to withhold or deduct Indemnified Taxes by law or by the interpretation or administration thereof. If Molson Coors Capital Finance, Molson Coors Brewing Company or such subsidiary guarantor is so required to withhold or deduct any amount for or on account of Indemnified Taxes from any payment made under or with respect to the notes or the guarantees, Molson Coors Capital Finance, Molson Coors Brewing Company or such subsidiary guarantor, as the case may be, will pay to each holder of such notes, as additional interest, such additional amounts ("Additional Amounts") as may be necessary so that the net amount received by each such holder after such withholding or deduction (and after deducting any Indemnified Taxes on such Additional Amounts) will not be less than the amount such holder would have received if such Indemnified Taxes had not been withheld or deducted, except as described below. However, no Additional Amounts will be payable with respect to a payment made to a note holder (such holder, an "Excluded Holder") in respect of the beneficial owner thereof:

•

with which Molson Coors Capital Finance, Molson Coors Brewing Company or a subsidiary guarantor, as the case may be, does not deal at arm's length (for the purposes of the Income Tax Act (Canada)) at the time of the making of such payment;

29

•

that is subject to such Indemnified Taxes by reason of being a resident, domiciliary or national of, engaged in business or maintaining a permanent establishment or other physical presence in or otherwise having some connection with Canada otherwise than by the mere holding of the notes or the receipt of payments or exercise of any enforcement rights thereunder; or



•

to the extent that such beneficial owner is subject to such Indemnified Taxes by reason of the note holder's failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such Indemnified Taxes (provided that Molson Coors Capital Finance or Molson Coors Brewing Company or the subsidiary guarantor, as the case may be, notifies the trustee and the holders of the notes of any such requirements); and

no Additional Amounts will be payable with respect to any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or governmental charge (the "Excluded Taxes").

        Molson Coors Capital Finance, Molson Coors Brewing Company and the subsidiary guarantor will also:

•

make such withholding or deduction; and



•

remit the full amount deducted or withheld to the relevant authority in accordance with applicable law.

        Molson Coors Capital Finance, Molson Coors Brewing Company or the subsidiary guarantors, as the case may be, will furnish to the holders of the notes, within 60 days after the date the payment of any Indemnified Taxes is due pursuant to applicable law, certified copies of tax receipts or other documents evidencing such payment by such person.

        Molson Coors Capital Finance, Molson Coors Brewing Company and the subsidiary guarantors will indemnify and hold harmless each holder of notes (other than an Excluded Holder) from and against, and upon written request reimburse each such holder for the amount (excluding any Excluded Taxes or amounts with respect to which Additional Amounts have previously been paid by Molson Coors Capital Finance or Molson Coors Brewing Company or any subsidiary guarantor) of:

•

any Indemnified Taxes levied or imposed and paid by such holder as a result of payments made under or with respect to the notes or the guarantees;



•

any liability (including penalties, interest and expenses) arising therefrom or with respect thereto; and



•

any Indemnified Taxes imposed and paid by such holder with respect to any reimbursement under the preceding two bullet points.

        Whenever in this prospectus there is mentioned, in any context, the payment of principal, premium, if any, interest, or any other amount payable under or with respect to a note or a guarantee, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

        The issuer will pay any present or future stamp, court, documentary or other similar taxes, charges or levies that arise from the execution, delivery or registration of, or enforcement of rights under, the indenture or any related document.

Redemption for Tax Reasons

        Molson Coors Capital Finance may redeem the notes at any time, in whole but not in part, at a redemption price equal to the principal amount thereof together with accrued but unpaid interest to

30

but excluding the date fixed for redemption, upon the giving of a notice as described below if as a result of any change (including an announced prospective change) in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or any political subdivision or taxing authority thereof or therein or any change (including an announced prospective change) in official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date hereof, and which, in the written opinion of legal counsel of recognized standing to Molson Coors Capital Finance, has resulted or will result (assuming, in the case of any announced prospective change, that such change will become effective as of the date specified in such announcement and in the form announced) in Molson Coors Capital Finance or, in respect of the guarantee, any guarantor of the notes becoming obligated to pay, on the next succeeding date on which principal, premium, if any or interest is due, Additional Amounts with respect to any note as described under "—Payment of Additional Amounts"; provided, Molson Coors Capital Finance or, in the case of the guarantee, such guarantor of the notes (or its successor), in its business judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to it (or its successor).

        In the event that Molson Coors Capital Finance elects to redeem the notes pursuant to the provisions set forth in the preceding paragraph, it shall deliver to the trustee a certificate, signed by an authorized officer, stating that it is entitled to redeem such notes pursuant to their terms.

        Notice of intention to redeem such notes will be given at least 30 days, but not more than 60 days, prior to the date fixed for redemption and will specify the date fixed for redemption.

Events of Default

        Each of the following constitutes an event of default under the indenture with respect to debt securities of any series issued under the indenture, including the notes:

        (1)   default in the payment of any installment of interest on any debt securities issued under the indenture for 30 days after becoming due;

        (2)   default in the payment of principal (or premium, if any) on any debt securities issued under the indenture when due;

        (3)   default in the performance of any other covenant with respect to such series of debt securities issued under the indenture or in the indenture (other than a covenant included in the indenture solely for the benefit of any other series of debt securities) continuing for 90 days after notice as provided below;

        (4)   if payment of any Debt of the parent, the issuer, the subsidiary guarantors or any of the parent's Significant Subsidiaries in a principal amount exceeding $50,000,000 is accelerated as a result of the failure of the parent, the issuer, any subsidiary guarantor, or any of the parent's Significant Subsidiaries to perform any covenant or agreement applicable to such Debt which acceleration is not rescinded or annulled within 60 days after written notice thereof; and

        (5)   certain events of bankruptcy, insolvency or reorganization with respect to the parent or the issuer.

        If an event of default described in clause (1) or (2) above shall occur and be continuing with respect to the outstanding debt securities of any series, then either the trustee or the holders of at least 25% in principal amount of the debt securities of such series may declare the principal of the debt securities of such series and the accrued interest thereon, if any, to be due and payable. If an event of default described in clause (3) or (4) above shall occur and be continuing with respect to the outstanding debt securities of any series, then either the trustee or the holders of at least 25% in principal amount of the debt securities of all such affected series, all such affected series voting

31

together as a single class, may declare the principal of the debt securities of such series and the accrued interest thereon, if any, to be due and payable. If an event of default described in clause (5) above shall occur and be continuing, then the principal of all of the debt securities and the accrued interest thereon, if any, shall be due and payable. The indenture provides that the trustee shall, within 90 days after the occurrence of a default known to a responsible officer of the trustee, give the holders of the affected series of debt securities notice of all uncured defaults known to it (the term "default" to mean the events specified above without grace periods); provided that, except in the case of default in the payment of principal of or interest on any series of debt securities, the trustee shall be protected in withholding such notice if it in good faith determines the withholding of such notice is in the interest of the holders of the affected series of debt securities. At any time after such declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in principal amount of any series of debt securities, by written notice to the issuer and the trustee, may, in certain circumstances, rescind and annul such declaration with respect to such series of debt securities.

        We will furnish to the trustee annually a statement by certain officers to the effect that to the best of their knowledge, no default has occurred under the indenture or, if there has been a default, specifying each such default. The holders of a majority of the outstanding principal amount of all affected series of debt securities (all such affected series voting together as a single class) will have the right, subject to certain limitations, to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to such affected series of debt securities, and to waive certain defaults with respect thereto. The indenture provides that in case an event of default shall occur and be continuing, the trustee shall exercise such of its rights and powers under the indenture, and use the same degree of care and skill in its exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any of the holders of any series of debt securities unless they first shall have offered to the trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request.

Modification of the Indenture and Waiver

        The indenture provides that the parent, the issuer, and the subsidiary guarantors and the trustee may enter into supplemental indentures without the consent of the holders of any series of debt securities to:

        (1)   add guarantees, including to evidence the assumption by a successor corporation of the obligations of the parent, the issuer or a subsidiary guarantor;

        (2)   add covenants for the protection of the holders of any series of debt securities;

        (3)   add any additional events of default;

        (4)   cure any ambiguity, omission, defect or inconsistency in the indenture;

        (5)   establish the form or terms of any series of debt securities;

        (6)   make any change to the indenture that does not adversely affect the rights of any holder of any series of debt securities;

        (7)   secure any series of debt securities; and

        (8)   evidence the acceptance of appointment by a successor trustee.

        The indenture also contains provisions permitting the parent, the issuer and the trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the outstanding

32

debt securities of all series affected, all such affected series voting together as a single class, to add any provisions to, or change in any manner or eliminate any of the provisions of, the indenture or modify in any manner the rights of the holders of the debt securities of each series so affected.

        However, the parent and the issuer may not, without the consent of the holder of each outstanding debt security so affected:

        (1)   extend the final maturity of any debt security;

        (2)   reduce the principal amount (or premium, if any) of any debt security;

        (3)   reduce the rate or extend the time of payment of interest on any debt security;

        (4)   reduce any amount payable on redemption of any debt security;

        (5)   impair the right of any holder of debt securities to institute suit for the payment of any debt security; or

        (6)   reduce the percentage in principal amount of any series of debt securities the consent of the holders of which is required for any such modification.

        The holders of at least a majority in principal amount of debt securities of all series affected thereby then outstanding (all such affected series voting together as a single class) may waive compliance by the parent, the issuer and the subsidiary guarantors with certain restrictive provisions of the indenture. The holders of not less than a majority in principal amount of the debt securities of all series affected thereby then outstanding (all such affected series voting together as a single class) may waive any past default under the indenture applicable to them, except a default (a) in the payment of principal of (and premium, if any) or any interest on any debt securities, (b) in respect of a covenant, or provision of the indenture which cannot be modified or amended without the consent of the holder of each debt security of a particular series outstanding affected, or (c) arising from the failure to redeem or purchase debt securities of that series when required pursuant to the terms of the indenture.

Sinking Fund

        There will not be a sinking fund for the notes.

Governing Law

        The indenture and the notes will be governed by and construed in accordance with the laws of the State of New York. The indenture is subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be a part thereof and shall, to the extent applicable, be governed by such provisions.

Enforceability of Judgments

        Since a substantial portion of Molson Coors Capital Finance's assets are located outside the United States, any judgment obtained in the United States against us, including judgments with respect to the payment of principal, premium, interest, additional interest, Additional Amounts or other amounts payable under the notes, may not be collectible within United States.

        We have been informed by our counsel in Nova Scotia that the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein permit an action to be brought in a court of competent jurisdiction in the Province of Nova Scotia (a "Nova Scotia Court") on any final, conclusive and enforceable judgment in personam of any federal or state court located in the Borough of Manhattan in The City of New York ("New York Court") that is not impeachable as void or voidable under the internal laws of the State of New York for a sum certain in respect of the enforcement of the indenture or the notes if: (i) the court rendering such judgment had jurisdiction over the judgment

33

debtor, as recognized by a Nova Scotia Court (and submission by us in the indenture to the non-exclusive jurisdiction of the New York Court will be sufficient for such purpose); (ii) such judgment was not obtained by fraud or in a manner contrary to natural justice or in contravention of the fundamental principles of procedure and the decision and the enforcement thereof would not be inconsistent with public policy as such term is understood under the laws of the Province of Nova Scotia; (iii) such judgment is not contrary to any order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the competition tribunal under the Competition Act (Canada); (iv) the enforcement of such judgment does not constitute, directly or indirectly, the enforcement of foreign revenue laws (including taxation laws), expropriatory or penal laws; (v) the action to enforce such judgment is commenced within the applicable limitation period; and (vi) a dispute between the same parties based on the same subject matter has not given rise to a decision rendered by the Nova Scotia Court or been decided by a foreign authority and the decision meets the necessary conditions for recognition under the laws of the Province of Nova Scotia.

        In addition, under the Currency Act (Canada), a Nova Scotia Court may only render judgment for a sum of money in Canadian currency, and in enforcing a foreign judgment for a sum of money in a foreign currency, a Nova Scotia Court will render its decisions in the Canadian currency equivalent of such foreign currency.

Book-Entry, Clearance and Settlement

        We will issue the notes in the form of one or more book-entry certificates registered in the name of a depositary or a nominee of a depositary. The depositary for the notes will be DTC. DTC has informed us that its nominee will be Cede & Co., who will be the initial registered holder of the notes. We will not issue certificates to individual holders of the notes, except as set forth below. DTC and its participating organizations will only show beneficial interests in book-entry securities on and transfers of book-entry securities through the records that it and its participating organizations maintain. In addition, if holders of notes issued in book-entry form want to take any action, they must instruct the participating organization through which they hold the notes. The participating organization then must instruct DTC or Cede & Co., as the registered holder of the notes, to take action.

        We will pay interest on and the redemption price and principal of, the notes to Cede & Co., as the registered owner of the notes, by wire transfer of immediately available funds on each interest payment date or the redemption date or the maturity date, as the case may be. Neither we, the trustee nor any paying agent will be responsible or liable for amounts due on the notes to owners of beneficial interests in the notes.

        It is DTC's current practice, upon receipt of any payment of principal or interest or the redemption price, to credit direct participants' accounts on the payment date according to their respective holdings of beneficial interest in the notes as shown on DTC's records. In addition, it is DTC's current practice to assign any consenting or voting right to direct participants whose accounts are credited with notes on a record date, by using an omnibus proxy. Payments by participants to owners of beneficial interests in the notes, and voting by participants will be governed by the customary practices between the participants and owners of beneficial interests, as is the case with notes held for the account of customers registered in "street name." However, payments will be the responsibility of the participants and not of DTC, the trustee or us.

        Settlement for the notes will be made by the initial purchasers in immediately available funds. All payments of principal, interest, additional interest, if any, and the redemption price will be made in immediately available funds, except as otherwise indicated in this section.

        DTC has provided us with the following information. DTC is a limited purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the United States Federal Reserve System, a "clearing corporation"

34

within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participating organizations, or direct participants, deposit with it. DTC also facilitates the clearance and settlement of securities transactions among direct participants through electronic book-entries. This eliminates the need for physical exchange of certificates. Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Other organizations, including banks, brokers, dealers and trust companies that work with a direct participant, also use DTC's book-entry system. The rules that apply to DTC and its participants are on file with the SEC.

        If anyone wishes to purchase, sell or otherwise transfer notes issued in book-entry form, they must do it through a direct or indirect participant in DTC. Holders will not be recognized as registered holders of the notes and, thus, will be permitted to exercise their rights only indirectly through and subject to the procedures of participants and, if applicable, indirect participants.

        The absence of physical certificates may limit the ability of a holder to pledge notes issued in book-entry form to persons or entities that do not participate in DTC system, or to otherwise act with respect to the notes.

        DTC has advised us that it will only take an action that the indenture permits a registered holder of any debt securities to take if a participant directs it to do so.

        Notes represented by a book-entry security will be exchangeable for notes in definitive form with the same terms only if:

•

DTC notifies the applicable issuer that it is unwilling or unable to continue as depositary or DTC ceases to be a clearing agency registered under applicable law and the applicable issuer does not appoint a new depositary within 90 days;



•

the issuer determines that the book-entry security is now exchangeable for debt securities in definitive form; or



•

an event of default has occurred and is continuing with respect to the debt securities.

        If any of these events occur, DTC will generally notify all direct participants of the availability of definitive notes.

        Except as we describe in this section, a book-entry security may not be transferred except as a whole by DTC to its nominee or by its nominee to DTC or another of its nominees or to a successor depositary appointed by us.

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CERTAIN MATERIAL UNITED STATES FEDERAL TAX CONSIDERATIONS

        The following is a summary of certain United States federal income tax considerations relating to the purchase, ownership and disposition of the notes, but does not purport to be a complete analysis of all potential tax considerations. This summary is based on the provisions of the Code, the Treasury regulations promulgated thereunder, judicial authority, published administrative positions of the IRS and other applicable authorities, all as in effect on the date of this document, and all of which are subject to change, possibly on a retroactive basis. We have not sought any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary and there can be no assurance that the IRS will agree with our statements and conclusions.

        This summary deals only with beneficial owners of notes that purchased the notes in the original offering at their original issuance at their issue price (the first price at which a substantial amount of the notes is sold for money to the public, not including bond houses, brokers or similar persons or organizations acting in the capacity of initial purchasers, placement agents or wholesalers) and that will hold the notes as "capital assets" within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not purport to deal with all aspects of United States federal income taxation that might be relevant to particular holders in light of their personal investment circumstances or status, nor does it address tax considerations applicable to investors that may be subject to special tax rules, such as certain financial institutions, tax-exempt organizations, S corporations, partnerships or other pass-through entities for United States federal income tax purposes, insurance companies, broker-dealers, dealers or traders in securities or currencies, certain former citizens or residents of the United States subject to section 877 of the Code and taxpayers subject to the alternative minimum tax. This summary also does not discuss notes held as part of a hedge, straddle, synthetic security or conversion transaction, or situations in which the "functional currency" of a United States Holder (as defined below) is not the United States dollar. Moreover, the effect of any applicable estate or gift, state, local or non-United States tax laws is not discussed.

The following discussion is for informational purposes only and is not a substitute for careful tax planning and advice. Investors considering the purchase of notes should consult their own tax advisors with respect to the application of the United States federal income tax laws to their particular situations, as well as any tax consequences arising under the estate or gift tax laws or the laws of any state, local or non-United States taxing jurisdiction or under any applicable tax treaty.

United States Holders

        The term "United States Holder" means a beneficial owner of a note that is, for United States federal income tax purposes:

•

an individual who is a citizen or a resident of the United States;



•

a corporation, or other entity taxable as a corporation for United States federal income tax purposes, created or organized under the laws of the United States or any state thereof or the District of Columbia;



•

an estate, the income of which is subject to United States federal income taxation regardless of its source; or



•

a trust, if (i) a court within the United States is able to exercise primary jurisdiction over its administration and one or more United States persons have the authority to control all of its substantial decisions, or (ii) in the case of a trust that was treated as a domestic trust under the law in effect before 1997, a valid election is in place under applicable Treasury regulations to treat such trust as a domestic trust.

36

        In the case of a beneficial owner of notes that is classified as a partnership for United States federal income tax purposes, the tax treatment of the notes to a partner of the partnership generally will depend upon the tax status of the partner and the activities of the partnership. If you are a partner of a partnership holding notes, then you should consult your own tax advisor.

        The following discussion assumes that the notes purchased and held by each United States Holder will be denominated only in United States dollars and therefore does not address any of the tax consequences that may occur if a United States Holder purchases or holds notes denominated in a currency other than the United States dollar.

Exchange Not Taxable

        The exchange of the Old Notes for New Notes pursuant to the exchange offer should not be treated as an "exchange" for federal income tax purposes because the New Notes should not be considered to differ materially in kind or extent from the Old Notes. Rather, the New Notes received by a holder should be treated as a continuation of the Old Notes in the hands of such holder. As a result, there should be no federal income tax consequences to holders exchanging Old Notes for New Notes pursuant to the exchange offer.

Payment of Interest

        Interest paid on a note will be included in the gross income of a United States Holder as ordinary income at the time such interest is accrued or received, in accordance with such holder's method of accounting for United States federal income tax purposes.

Sale, Exchange, Redemption, Retirement or Other Taxable Disposition of the Notes

        Upon the sale, exchange, redemption, retirement or other taxable disposition of a note, a United States Holder will recognize gain or loss equal to the difference between (i) the amount realized upon the disposition and (ii) that holder's adjusted tax basis in the note. The amount realized will be equal to the sum of the amount of cash and the fair market value of any property received in exchange for the note (less any amount allocable to accrued but unpaid interest, which will be treated as ordinary interest income). A United States Holder's adjusted tax basis in a note generally will equal the cost of the note to such holder, reduced by any principal payments on the note received by such holder. This gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the United States Holder has held the note for more than one year. In general, long-term capital gains of a non-corporate United States Holder are taxed at reduced rates. The deductibility of capital losses is subject to limitations. United States Holders should consult their own tax advisors as to the deductibility of capital losses in their particular circumstances.

Information Reporting and Backup Withholding Tax

        In general, we will report certain information to the IRS with respect to payments of principal, premium, if any, and interest on a note and payments of the proceeds of the sale or other disposition of a note, to certain non-corporate United States Holders. The payor (which may be us or an intermediate payor) will be required to impose backup withholding tax, currently, at a rate of 28%, if (i) the payee fails to furnish a taxpayer identification number ("TIN") to the payor or to establish an exemption from backup withholding tax, (ii) the IRS notifies the payor that the TIN furnished by the payee is incorrect, (iii) there has been a notified payee underreporting described in section 3406(c) of the Code, or (iv) the payee has not certified under penalties of perjury that it has furnished a correct TIN and that the IRS has not notified the payee that it is subject to backup withholding tax under the Code. Any amounts of backup withholding imposed on payment to a United States Holder will be

37

allowed as a credit against that holder's United States federal income tax liability and may entitle the holder to a refund, provided that the required information is furnished to the IRS.

Source of Income and Foreign Tax Credits

        If withholding or other taxes are imposed by Canada with respect to the notes, such Canadian taxes may be creditable or deductible, subject to applicable limitations, for United States foreign tax credit purposes. United States Holders are urged to consult their own tax advisors regarding the application of the foreign tax credit rules to their particular circumstances.

Non-United States Holders

        The term "non-United States Holder" means a beneficial owner of a note that is, for United States federal income tax purposes:

•

a nonresident alien individual;



•

a foreign corporation; or



•

a foreign estate or trust.

        The following discussion applies only to non-United States Holders, and assumes that no item of income, gain, deduction or loss derived by the non-United States Holder in respect of the notes at any time is effectively connected with the conduct of a United States trade or business. Special rules, not discussed herein, may apply to certain non-United States Holders, such as:

•

certain former citizens or residents of the United States;



•

controlled foreign corporations;



•

passive foreign investment companies;



•

corporations that accumulate earnings to avoid United States federal income tax; and



•

investors in pass-through entities that are subject to special treatment under the Code.

Payment of Interest

        Subject to the discussion of backup withholding tax below, interest paid on a note, including any Additional Amount, to a non-United States Holder will be exempt from United States withholding tax under the "portfolio interest exemption," provided that (i) the non-United States Holder does not actually or constructively own 10% or more of the combined voting power of all classes of Molson Coors stock entitled to vote, (ii) the non-United States Holder is not a controlled foreign corporation related to us, actually or constructively, through stock ownership, (iii) the non-United States Holder is not a bank that acquired the notes in consideration for an extension of credit made pursuant to a loan agreement entered into in the ordinary course of business, and (iv) either (a) the non-United States Holder provides to us or our paying agent an applicable IRS Form W-8BEN (or a suitable substitute form), signed under penalties of perjury, that includes its name and address and that certifies its non-United States status in compliance with applicable law and regulations, or (b) a securities clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business holds the notes on behalf of the non-United States Holder and provides a statement to us or our agent under penalties of perjury in which it certifies that an applicable IRS Form W-8BEN (or a suitable substitute form) has been received by it from the non-United States Holder or qualifying intermediary and furnishes a copy to us or our agent. This certification requirement may be satisfied with other documentary evidence in the case of a debt security held in an offshore account or through certain foreign intermediaries.

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        If a non-United States Holder cannot satisfy the requirements of the portfolio interest exemption described above, payments of interest with respect to the notes made to such holder generally will be subject to United States withholding tax at the rate of 30% unless the holder provides us or our agent with a properly executed IRS Form W-8BEN claiming an exemption from or reduction of the withholding tax under the benefit of a tax treaty.

Sale, Exchange, Redemption, Retirement or other Disposition of Notes

        Subject to the discussion of backup withholding tax below, a non-United States Holder generally will not be subject to United States federal income tax or withholding tax on any gain realized on a sale, exchange, redemption, retirement or other disposition of a note (other than any amount representing accrued but unpaid interest, which is subject to the rules discussed above under "—Non-United States Holders—Payment of Interest") unless the non-United States Holder is an individual who was present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met.

Information Reporting and Backup Withholding Tax

        The amount of interest paid to a non-United States Holder and the amount of tax, if any, withheld from such payment generally will be reported annually to the non-United States Holder and to the IRS. The IRS may make this information available under the provisions of an applicable income tax treaty to the tax authorities in the country in which a non-United States Holder is resident.

        Provided that a non-United States Holder has complied with certain reporting procedures (usually satisfied by providing an IRS Form W-8BEN) or otherwise establishes an exemption, a non-United States Holder generally will not be subject to backup withholding tax with respect to interest payments on, and the proceeds from disposition of, a note, unless we or our paying agent know or have reason to know that the holder is a United States person. Additional rules relating to information reporting requirements and backup withholding tax with respect to the payment of proceeds from the disposition of a note are as follows:

•

If the proceeds are paid to or through the United States office of a broker, a non-United States Holder generally will be subject to backup withholding tax and information reporting unless the non-United States holder certifies under penalties of perjury that it is not a United States person (usually on an IRS Form W-8BEN) or otherwise establishes an exemption.



•

If the proceeds are paid to or through a non-United States office of a broker that is not a United States person and does not have certain specified United States connections (a "United States Related Person"), a non-United States Holder will not be subject to backup withholding tax or information reporting.



•

If the proceeds are paid to or through a non-United States office of a broker that is a United States person or a United States Related Person, a non-United States Holder generally will be subject to information reporting (but generally not backup withholding tax) unless the non-United States Holder certifies under penalties of perjury that it is not a United States person (usually on an IRS Form W-8BEN) or otherwise establishes an exemption.

        Any amounts of backup withholding imposed on a payment to a non-United States Holder will be allowed as a refund or a credit against the non-United States Holder's United States federal income tax liability, provided the required information is furnished to the IRS.

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CERTAIN MATERIAL CANADIAN FEDERAL TAX CONSIDERATIONS

        The following summary describes the principal Canadian federal income tax considerations generally applicable to a holder of Old Notes who exchanges Old Notes for New Notes pursuant to the exchange offer and who, at all relevant times, for purposes of the Income Tax Act (Canada) (the "Tax Act"), and any applicable income tax treaty or convention, is not, and is not deemed to be, resident in Canada, deals with Molson Coors Capital Finance and Molson Coors at arm's length, and does not use or hold, and is not deemed to use or hold the notes, in a business carried on in Canada (a "Non-Resident Holder"). Special rules, which are not discussed in this summary, may apply to a non-resident that is an insurer that carries on an insurance business in Canada and elsewhere.

        This summary is based upon the current provisions of the Tax Act, the regulations thereunder (the "Regulations"), and the current administrative practices and policies of the Canada Revenue Agency. This summary takes into account all specific proposals to amend the Tax Act and the Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Proposed Amendments") and assumes that all Proposed Amendments will be enacted as proposed. While no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all, if they are not enacted there will be no effect on this summary. This summary is not exhaustive of all Canadian federal income tax considerations and, except for the Proposed Amendments, does not take into account or anticipate any changes in law or administrative practice whether by legislative, regulatory, administrative or judicial action nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may be different from those discussed herein.

        This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular holder of Old Notes. Accordingly, holders should consult their own tax advisors with respect to their own circumstances.

        The exchange of Old Notes for New Notes by a Non-Resident Holder under the exchange offer will not be a taxable event for purposes of the Tax Act.

        No Canadian withholding tax will apply to any amounts paid or credited by the issuer in respect of the New Notes to a Non-Resident Holder or to the proceeds received by a Non-Resident Holder on the disposition of a New Note including a redemption or payment at maturity. No other taxes on income or gains will be payable by a Non-Resident Holder on interest, principal or any premium or on the proceeds received by a Non-Resident Holder on the disposition of a New Note including on a redemption or payment at maturity.

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PLAN OF DISTRIBUTION

        Each broker-dealer that receives New Notes for its own account under the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of New Notes.

        This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Old Notes if the Old Notes were acquired as a result of market-making activities or other trading activities.

        We have agreed to make this prospectus, as amended or supplemented, available to any broker-dealer to use in connection with any such resale for a period of at least 90 days after the expiration date. In addition, until                        , 2005, all dealers effecting transactions in the New Notes may be required to deliver a prospectus.

        We will not receive any proceeds from any sale of New Notes by broker-dealers. New Notes received by broker-dealers for their own accounts under the exchange offer may be sold from time to time in one or more transactions;

•

in the over-the-counter market;



•

in negotiated transactions;



•

through the writing of options on the New Notes or a combination of such methods of resale;



•

at market prices prevailing at the time of resale;



•

at prices related to such prevailing market prices; or



•

at negotiated prices.

        Any resale may be made directly to purchasers or to or through brokers or dealers. Brokers or dealers may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any such New Notes. An "underwriter" within the meaning of the Securities Act of 1933 includes:

        (1)   any broker-dealer that resells New Notes that were received by it for its own account pursuant to the exchange offer; or

        (2)   any broker or dealer that participates in a distribution of such New Notes.

        Any profit on any resale of New Notes and any commissions or concessions received by any persons may be deemed to be underwriting compensation under the Securities Act of 1933. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933.

        Based on interpretations by the staff of the Securities and Exchange Commission in no-action letters issued to third parties, we believe that a holder or other person who receives New Notes will be allowed to resell the New Notes to the public without further registration under the Securities Act of 1933 and without delivering to the purchasers of the New Notes a prospectus that satisfies the requirements of Section 10 of the Securities Act of 1933. The holder (other than a person that is an "affiliate" of ours within the meaning of Rule 405 under the Securities Act of 1933) who receives New Notes in exchange for Old Notes in the ordinary course of business and who is not participating, need not intend to participate or have an arrangement or understanding with person to participate in the distribution of the New Notes.

        However, if any holder acquires New Notes in the exchange offer for the purpose of distributing or participating in a distribution of the New Notes, the holder cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in such no-action letters or any similar

41

interpretive letters. The holder must comply with the registration and prospectus delivery requirements of the Securities Act of 1933 in connection with any resale transaction. A secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Securities Act of 1933, unless an exemption from registration is otherwise available.

        Further, each broker-dealer that receives New Notes for its own account in exchange for Old Notes, where the Old Notes were acquired by such participating broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of any New Notes. We have agreed, for a period of not less than 90 days from the consummation of the exchange offer, to make this prospectus available to any broker-dealer for use in connection with any such resale.

        For a period of not less than 90 days after the expiration date we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests those documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer, including the expenses of one counsel for the holders of the Old Notes, other than commissions or concessions of any brokers or dealers. We will indemnify the holders of the Old Notes against liabilities under the Securities Act of 1933, including any broker-dealers.

CERTAIN BENEFIT PLAN INVESTOR CONSIDERATIONS

        The Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Internal Revenue Code of 1986, as amended (the "Code"), impose certain restrictions on (a) employee benefit plans (as defined in Section 3(3) of ERISA) subject to Title I of ERISA, (b) plans, accounts and other arrangements subject to Section 4975 of the Code, including individual retirement arrangements and "Keogh plans," (c) entities whose underlying assets are considered to include plan assets of such plans, accounts and arrangements (each of (a), (b) and (c) an "ERISA Plan") and (d) persons who have certain specified relationships to an ERISA Plan ("parties in interest" under ERISA and "disqualified persons" under the Code, hereinafter collectively a "Party in Interest").

        Certain employee benefit plans, such as plans maintained by a non-U.S. corporation, a governmental plan (as defined in Section 3(32) of ERISA) or a church plan (as defined in Section 3(33) of ERISA) (if no election has been made under Code Section 410(b) by the church plan), while not subject to the fiduciary responsibility and prohibited transaction provisions of ERISA or Section 4975 of the Code, may be subject to federal, state, local, non-U.S. or other laws or regulations that contain provisions that are similar to the fiduciary responsibility and prohibited transaction provisions of ERISA or Section 4975 of the Code ("Similar Laws"). Fiduciaries of any such non-U.S., governmental or church plan should consult with their counsel before purchasing the notes. In considering an investment in the notes of a portion of the assets of any plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the plan and the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary's duties to the plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws. Furthermore, prior to investing in the notes, each fiduciary of an ERISA Plan or other employee benefit plan subject to Similar Laws should take into account, among other considerations, whether the fiduciary has the authority to make the investment; the composition of the plan's portfolio with respect to diversification by type of asset; the plan's funding objectives; the tax effects of the investment; and whether under ERISA's general fiduciary standards of investment prudence and diversification or applicable standards under Similar Laws, an investment in the notes is appropriate for the plan, taking into account the overall investment policy of the plan and the composition of the plan's investment portfolio.

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Plan Asset Issues

        ERISA and Section 4975 of the Code prohibit certain transactions between an ERISA Plan and Parties in Interest with respect to such ERISA Plan, unless an exemption is available. A violation of these "prohibited transaction" rules may result in an excise tax or other penalties and liabilities under ERISA and/or the Code for such Parties in Interest or the fiduciaries of the ERISA Plan. Certain transactions involving the issuer and certain other persons might be deemed to constitute a non-exempt prohibited transaction under ERISA and/or the Code with respect to an ERISA Plan that purchased the notes if the assets of the issuer were deemed to be assets of such ERISA Plan.

        Under a United States Department of Labor (the "DOL") regulation codified at 29 C.F.R. Section 2510.3-101 (the "Plan Assets Regulation"), if an ERISA Plan invests in an equity interest of an entity that is neither a "publicly-offered security" nor a security issued by an investment company under the Investment Company Act of 1940, the ERISA Plan's assets are deemed to include both the equity interest and an undivided interest in each of the entity's underlying assets unless it is established either that equity participation in the entity by "benefit plan investors" is not significant or that the entity is an "operating company," in each case as defined in the Plan Assets Regulation. It is not anticipated that (i) the notes will constitute "publicly-offered securities" for purposes of the Plan Assets Regulation, (ii) the issuer will be an investment company registered under the Investment Company Act, or (iii) the issuer will qualify as an operating company within the meaning of the Plan Assets Regulation. Accordingly, if the notes are equity interests of the issuer, and equity participation in the issuer by benefit plan investors is significant, the issuer's assets would be deemed to be assets of each ERISA Plan investor that holds an equity interest in the issuer. In such case, (i) certain transactions involving the issuer might be deemed to constitute direct or indirect prohibited transactions under ERISA and Section 4975 of the Code with respect to such ERISA Plan investor, (ii) the trustee and other persons, in providing services with respect to the issuer's assets, may become fiduciaries or other Parties in Interest with respect to such an investing ERISA Plan, and (iii) the fiduciary making the investment in the notes on the ERISA Plan's behalf may be deemed to have improperly delegated its asset management responsibility to the persons having authority and control over the issuer's assets.

        The Plan Assets Regulation defines an equity interest as any interest in an entity other than an instrument that is treated as indebtedness under applicable local law and which has no substantial equity features. Although the Plan Assets Regulation is silent with respect to the question of which law constitutes applicable local law for this purpose, the DOL has stated that these determinations should be made under the state law governing interpretation of the instrument in question. In the preamble to the Plan Assets Regulation, the DOL declined to provide a precise definition of what features are equity features or the circumstances under which such features would be considered "substantial," noting that the question of whether an ERISA Plan's interest has substantial equity features is an inherently factual one, but that in making a determination it would be appropriate to take into account whether the equity features are such that an ERISA Plan's investment would be a practical vehicle for the indirect provision of investment management services. The issuer believes that, at the time of their issuance, the notes should be treated as indebtedness without substantial equity features for purposes of the Plan Assets Regulation. However, there can be no assurance that the notes would be characterized by the DOL or others as indebtedness on the date of issuance or at any given time thereafter. In addition, the status of the notes as indebtedness could be affected, subsequent to their issuance, by certain changes in the structure or financial condition of the issuer.

Prohibited Transaction Issues

        Without regard to whether the notes are treated as equity interests of the issuer, the acquisition or holding of the notes by or on behalf of an ERISA Plan could be considered to give rise to a prohibited transaction if the issuer, an initial purchaser, the trustee, or any of their respective affiliates, is or becomes a Party in Interest with respect to such ERISA Plan. Certain exemptions from the prohibited

43

transaction rules could, however, be applicable to the purchase and holding of the notes by an ERISA Plan depending on the type and circumstances of the ERISA Plan fiduciary making the decision to acquire such notes. Included among these exemptions, each of which contains several conditions which must be satisfied before the exemption applies, are: Prohibited Transaction Class Exemption ("PTCE") 90-1, regarding investments by insurance company pooled separate accounts; PTCE 91-38, regarding investments by bank collective investment funds; PTCE 84-14, regarding transactions effected by "qualified professional asset managers;" PTCE 95-60, regarding investments by insurance company general accounts; and PTCE 96-23, regarding transactions effected by certain "in-house asset managers." It should be noted, however, that even if the conditions specified in one or more of these exemptions are met, the scope of relief provided by such exemptions may not necessarily cover all acts relating to the acquisition and holding of the notes by an ERISA Plan that might be construed as prohibited transactions under ERISA or Section 4975 of the Code.

        Because of the foregoing, the notes, and any interest therein, may not be purchased or held by any ERISA Plan or any employee benefit plan subject to Similar Laws or any person investing assets of any ERISA Plan or such an employee benefit plan unless such purchase and holding will not constitute a non-exempt prohibited transaction under ERISA or the Code or a violation of any applicable Similar Law.

Representation

        Each purchaser or holder of the notes or any interest therein will be deemed to have represented and agreed by its purchase and holding thereof that (a) either (1) it is not, and is not acting on behalf of, an ERISA Plan or a governmental, church or non-U.S. plan which is subject to Similar Laws, and no part of the assets to be used by it to purchase or hold such notes or any interest therein constitutes the assets of any ERISA Plan or such a governmental, church or non-U.S. plan, or (2) its purchase, holding and disposition of such notes does not and will not constitute or otherwise result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church or non-U.S. plan, a violation of Similar Laws); and (b) it will not sell or otherwise transfer such notes or any interest therein otherwise than to a purchaser or transferee that is deemed to represent and agree with respect to its purchase and holding of such notes to the same effect as the purchaser's representation and agreement set forth in this sentence.

        The foregoing discussion is general in nature and is not intended to be all-inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, prior to making an investment in the notes, prospective ERISA Plan and other employee benefit plan investors should consult with their legal advisors concerning the impact of ERISA, the Code and applicable Similar Laws and the potential consequences of such investment with respect to their specific circumstances, including whether any prohibited transactions under ERISA or the Code or a violation of any Similar Laws may result from such investment and whether any exemption would be applicable, and determine on their own whether all conditions of any prohibited transaction exemption or exemptions have been satisfied such that the acquisition and holding of the notes by such investor are entitled to full exemptive relief thereunder.

        Purchasers of the notes have exclusive responsibility for ensuring that their purchase and holding of the notes do not violate the fiduciary or prohibited transaction rules of ERISA, the Code or any Similar Laws. The sale of any notes to an ERISA Plan or other employee benefit plan is in no respect a representation by the issuer or any of its affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by such plans generally or any particular ERISA Plan or other employee benefit plan, or that such an investment is appropriate for such plans generally or any particular ERISA Plan or other employee benefit plan.

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LEGAL MATTERS

        Certain matters relating to Colorado law will be passed upon by Douglas N. Beck, Vice President and Deputy General Counsel of Molson Coors Brewing Company. Certain matters relating to Delaware and New York law will be passed upon by Kirkland & Ellis LLP. Certain matters relating to Nova Scotia law will be passed upon for Molson Coors Capital Finance by Stewart McKelvey Stirling Scales.

WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and current reports, proxy statements and other information with the SEC. You can inspect, read and copy these reports, proxy statements and other information at the public reference facilities maintained by the SEC at:

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Room 1024, 450 Fifth Street N.W., Judiciary Plaza, Washington, D.C. 20549; and



•

Suite 1400, 500 West Madison Street, Chicago, Illinois 60661-25211.

        You can also obtain copies of these materials from the public reference facilities of the SEC at the prescribed rates. You can obtain information on the operation of the public reference facilities by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site (http://www.sec.gov) that makes available reports, proxy statements and other information regarding issuers that file electronically with it.

        In reliance on Rule 12h-5 under the Exchange Act of 1934, as amended (the "Exchange Act"), none of the issuer nor the subsidiary guarantors intends to file annual reports, quarterly reports, current reports or transition reports with the SEC. For so long as the issuer and the subsidiary guarantors rely on Rule 12h-5, certain financial information pertaining to the issuer and the guarantors will be included in our financial statements filed with the SEC pursuant to the Exchange Act.

INCORPORATION BY REFERENCE

        We incorporate by reference the documents listed below into this prospectus, and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until our offering is complete. The documents filed by us with the SEC (under SEC File No. 001-14829) which we incorporate by reference are:

•

Our Annual Report on Form 10-K for the year ended December 26, 2004, filed on March 11, 2005, as amended by Form 10-K/A filed on April 19, 2005 (the "Annual Report"). You should read our Current Report on Form 8-K dated September 9, 2005 in conjunction with the Annual Report.



•

Our Proxy Statement on Form 14A filed with the SEC on April 5, 2005.



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Our Quarterly Report on Form 10-Q for the quarter ended March 27, 2005, filed on May 11, 2005, as amended by our Quarterly Report on Form 10-Q/A filed on August 5, 2005.



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Our Quarterly Report on Form 10-Q for the quarter ended June 26, 2005, filed on August 5, 2005 (the "Quarterly Report"). You should read our Current Report on Form 8-K dated September 9, 2005 in conjunction with the Quarterly Report.



•

Our Current Reports on Form 8-K filed on September 28, 2005, September 21, 2005, September 20, 2005, September 9, 2005, September 1, 2005, August 5, 2005, August 1, 2005, July 1, 2005, June 9, 2005, May 24, 2005, May 17, 2005, April 28, 2005, April 12, 2005, March 18, 2005, March 17, 2005, March 7, 2005, February 23, 2005, February 15, 2005, February 9, 2005, February 7, 2005, January 14, 2005 and January 7, 2005.



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Our Current Report on Form 8-K/A filed on August 12, 2005.

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        Information in Current Reports on Form 8-K furnished under Item 2.02 or 7.01 of Form 8-K is not incorporated herein by reference.

        Our Quarterly Report on Form 10-Q for the quarter ended March 27, 2005 (the "First Quarter 10-Q"), which we filed with the SEC on May 11, 2005, was not filed within the original 40 day time period prescribed by Form 10-Q. However, we timely filed a Notification of Late Filing on Form 12b-25 in which we stated that as a result of the closing of the merger with Molson Inc. on February 9, 2005, we were unable to file the First Quarter 10-Q within the prescribed time period despite considerable effort by us. In light of the significant complexities imposed by the merger, additional time was needed to conclude our analysis of required disclosures, including finalizing balance sheet classification, resolving the appropriate reporting of the results of our Brazilian business, and allowing a full and complete review of the First Quarter 10-Q by the external auditors. We subsequently filed the First Quarter 10-Q within time period prescribed by Rule 12b-25 of the Exchange Act.

        You may request a copy of these filings, at no cost, by writing or telephoning us at the following address: 1225 17th Street, Denver, Colorado 80202, (303) 279-6565, Attention: Corporate Secretary.

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$300,000,000
Molson Coors Capital Finance ULC

4.85% Senior Notes due 2010

P R O S P E C T U S

October     , 2005

        We have not authorized any dealer, salesperson or other person to give any information or represent anything to you other than the information contained in this prospectus. You may not rely on unauthorized information or representations.

        This prospectus does not offer to sell or ask for offers to buy any of the securities in any jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any person who can not legally be offered the securities.

        The information in this prospectus is current only as of the date on its cover, and may change after that date. For any time after the cover date of this prospectus, we do not represent that our affairs are the same as described or that the information in this prospectus is correct, nor do we imply those things by delivering this prospectus or selling securities to you.

        Until                        , 2005, all dealers that effect transactions in these securities, whether or not participating in the exchange offer may be required to deliver a prospectus. This is in addition to the dealers' obligations to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Molson Coors Brewing Company

        Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal actions and proceedings, had no reasonable cause to believe that his conduct was unlawful. A Delaware corporation may indemnify any person, including an officer or director, who was or is, or is threatened to be made, a party to any threatened, pending or contemplated action or suit by or in the right of such corporation, under the same conditions, except that such indemnification is limited to expenses (including attorneys' fees) actually and reasonably incurred by such person, and except that no indemnification is permitted without judicial approval if such person is adjudged to be liable to such corporation. Where an officer or director of a corporation is successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to above, or any claim, issue or matter therein, the corporation must indemnify that person against the expenses (including attorneys' fees) which such officer or director actually and reasonably incurred in connection therewith.

        Molson Coors Brewing Company's certificate of incorporation provides that none of its directors will be personally liable to it or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law as currently in effect or as the same may hereafter be amended.

        Molson Coors Brewing Company maintains directors' and officers' liability insurance policies. Molson Coors Brewing Company's certificate of incorporation and bylaws provide generally for indemnification of Molson Coors Brewing Company's officers and directors to the fullest extent permitted by applicable law; provided that in connection with a proceeding commenced by a director or officer, such indemnification is not required if the commencement of such proceeding was not authorized by Molson Coors Brewing Company's board of directors.

Molson Coors Capital Finance

        Article 159 of Molson Coors Capital Finance's Articles of Association provides for the indemnity of every director or officer, former director or officer, or person who acts or acted at Molson Coors Capital Finance's request, as a director or officer of Molson Coors Capital Finance, a body corporate, partnership or other association of which Molson Coors Capital Finance is or was a shareholder, partner, member or creditor, and the heirs and legal representatives of such person, in the absence of any dishonesty on the part of such person, against, and further provides that it shall be the duty of the directors out of the funds of Molson Coors Capital Finance to pay, all costs, losses and expenses, including an amount paid to settle an action or claim or satisfy a judgment, that such director, officer or person may incur or become liable to pay in respect of any claim made against such person or civil,

II-1

criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of Molson Coors Capital Finance or such body corporate, partnership or other association, whether Molson Coors Capital Finance is a claimant or party to such action or proceeding or otherwise; and that the amount for which such indemnity is proved shall immediately attach as a lien on the property of Molson Coors Capital Finance and have priority as against the shareholders over all other claims.

        Article 160 of Molson Coors Capital Finance's Articles of Association provides that no director or officer, former director or officer, or person who acts or acted at Molson Coors Capital Finance's request, as a director or officer of Molson Coors Capital Finance, a body corporate, partnership or other association of which Molson Coors Capital Finance is or was a shareholder, partner, member or creditor, in the absence of any dishonesty on such person's part, shall be liable for the acts, receipts, neglects or defaults of any other director, officer or such person, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to Molson Coors Capital Finance through the insufficiency or deficiency of title to any property acquired for or on behalf of Molson Coors Capital Finance, or through the insufficiency or deficiency of any security in or upon which any of the funds of Molson Coors Capital Finance, are invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any funds, securities or effects are deposited, or for any loss occasioned by error of judgment or oversight on the part of such person, or for any other loss, damage or misfortune whatsoever which happens in the execution of the duties of such person or in relation thereto.

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

        The Agreement of Limited Partnership of Coors International Market Development, L.L.L.P. (the "Partnership") provides that the Partnership shall indemnify and hold harmless each of its officers, directors, partners, agents, employees and affiliates as to third parties against and from any personal loss, liability or damage incurred as a result of any act or omission of any partner believed in good faith to be within the scope of authority conferred by the agreement, except for willful misconduct or gross negligence, but not in excess of the value of the net assets of the Partnership as of the date the general partner learns of such act or omission resulting in the personal loss, liability or damage to a third party.

Colorado Corporations

        Sections 7-109-101 through 7-109-110 of the Colorado Business Corporation Act provide that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any action, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at its request in a similar capacity for another entity, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection therewith if he acted in good faith and in a manner he reasonably believed to be in the best interest of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Coors Brewing Company

        Coors Brewing Company's certificate of incorporation provides that the personal liability of its directors will be limited or eliminated to the fullest extent allowed by applicable law. Coors Brewing Company's certificate of incorporation and bylaws provide generally for indemnification of Coors Brewing Company's officers and directors to the fullest extent permitted by applicable law, except for matters in which the person shall be adjudged to be liable for his own gross negligence or willful

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misconduct in the performance of any duty, and except for any personal benefit improperly received by him.

Coors Distributing Company

        Coors Distributing Company's certificate of incorporation and bylaws provide generally for indemnification of Coors Distributing Company's officers and directors to the fullest extent permitted by applicable law, except for matters in which the person shall be adjudged to be liable for his own gross negligence or willful misconduct in the performance of any duty, and except for any personal benefit improperly received by him.

Coors Global Properties, Inc.

        Coors Global Properties, Inc.'s certificate of incorporation and bylaws provide generally for indemnification of Coors Global Properties, Inc.'s officers and directors to the fullest extent permitted by applicable law, except for matters in which the person shall be adjudged to be liable to Coors Global Properties, Inc., and except for any personal benefit improperly received by him.

Coors Worldwide, Inc.

        Coors Worldwide, Inc.'s certificate of incorporation and bylaws provide generally for indemnification of Coors Worldwide, Inc.'s officers and directors to the fullest extent permitted by applicable law, except for matters in which the person shall be adjudged to be liable to Coors Worldwide, Inc., and except for any personal benefit improperly received by him.

Coors Intercontinental, Inc.

        Coors Intercontinental, Inc.'s certificate of incorporation provides that none of its directors will be personally liable to it or its shareholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under applicable law as currently in effect or as the same may hereafter be amended. Coors Intercontinental, Inc.'s bylaws provide generally for indemnification of Coors Intercontinental, Inc.'s officers and directors to the fullest extent permitted by applicable law.

Coors Brewing Company International, Inc.

        Coors Brewing Company International, Inc.'s certificate of incorporation provides that none of its directors will be personally liable to it or its shareholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under applicable law as currently in effect or as the same may hereafter be amended. Coors Brewing Company International, Inc.'s certificate of incorporation and bylaws provide generally for indemnification of Coors Brewing Company International, Inc.'s officers and directors to the fullest extent permitted by applicable law, except for matters in which the person shall be adjudged to be liable for his own gross negligence or willful misconduct in the performance of any duty, and except for any personal benefit improperly received by him.

        Reference is made to the form of underwriting agreement to be incorporated by reference in this registration statement for a description of the indemnification arrangements the registrants agree to in connection with offerings of securities registered by this registration statement.

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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

1.

Exhibits

Number	Description
4.1	Indenture dated as of September 22, 2005, among Molson Coors Capital Finance ULC, Molson Coors Brewing Company, Coors Brewing Company, Coors Distributing Company, Coors International Market Development, L.L.L.P., Coors Worldwide, Inc., Coors Global Properties, Inc., Coors Intercontinental, Inc., and Coors Brewing Company International, Inc. and TD Banknorth, National Association and The Canada Trust Company as co-trustees.
4.2	First Supplemental Indenture dated as of September 22, 2005, among Molson Coors Capital Finance ULC, Molson Coors Brewing Company, Coors Brewing Company, Coors Distributing Company, Coors International Market Development, L.L.L.P., Coors Worldwide, Inc., Coors Global Properties, Inc., Coors Intercontinental, Inc., and Coors Brewing Company International, Inc. and TD Banknorth, National Association as trustee.
4.3	Second Supplemental Indenture dated as of September 22, 2005, among Molson Coors Capital Finance ULC, Molson Coors Brewing Company, Coors Brewing Company, Coors Distributing Company, Coors International Market Development, L.L.L.P., Coors Worldwide, Inc., Coors Global Properties, Inc., Coors Intercontinental, Inc., and Coors Brewing Company International, Inc. and The Canada Trust Company as trustee.
4.4	U.S. $300,000,000 in aggregate principal amount of 4.85% Note due 2010.
4.5	Registration Rights Agreement dated as of September 22, 2005, among Molson Coors Capital Finance ULC, Molson Coors Brewing Company, Coors Brewing Company, Coors Distributing Company, Coors International Market Development, L.L.L.P., Coors Worldwide, Inc., Coors Global Properties, Inc., Coors Intercontinental, Inc., and Coors Brewing Company International, Inc. and J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated as representatives of the several initial purchasers named in the related Purchase Agreement.
5.1	Opinion of Kirkland & Ellis LLP.
5.2	Opinion of Douglas N. Beck.
5.3	Opinion of Stewart McKelvey Stirling Scales.
12.1	Statement re Computation of Earnings to Fixed Charges.
23.1	Consent of Independent Registered Public Accounting Firm.
23.2	Consent of Independent Auditors.
23.3	Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
23.4	Consent of Douglas N. Beck (included in Exhibit 5.2).
23.5	Consent of Stewart McKelvey Stirling Scales (included in Exhibit 5.3).
24.1	Powers of Attorney (included on the signature page).
25.1	Statement of Eligibility on Form T-1.
99.1	Letter of Transmittal.

ITEM 22. UNDERTAKINGS

        The undersigned registrants hereby undertake:

(a)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

         (ii)  to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities

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offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

        (iii)  to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(b)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

To remove from the registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d)

That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(e)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the provisions described in Item 20, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(f)

To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), or 11 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the date of the registration statement through the date of responding to the request.

(g)

To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Molson Coors Brewing Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on October 12, 2005.

MOLSON COORS BREWING COMPANY
By:	/s/  TIMOTHY V. WOLF Timothy V. Wolf Global Chief Financial Officer

* * * *

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on October 12, 2005.

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy V. Wolf, Samuel D. Walker, and Douglas Beck, and each of them, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement on Form S-4 (and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the offering to which this registration statement relates) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title
/s/  W. LEO KIELY III W. Leo Kiely III	President, Global Chief Executive Officer and Director (Principal Executive Officer)
/s/  TIMOTHY V. WOLF Timothy V. Wolf	Global Chief Financial Officer (Principal Financial Officer)
/s/  MARTIN MILLER Martin Miller	Global Controller (Principal Accounting Officer)

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/s/  FRANCESCO BELLINI Francesco Bellini	Director
/s/  JOHN E. CLEGHORN John E. Cleghorn	Director
/s/  CHARLES M. HERINGTON Charles M. Herington	Director
/s/  FRANKLIN W. HOBBS Franklin W. Hobbs	Director
/s/  ANDREW T. MOLSON Andrew T. Molson	Director
/s/  ERIC H. MOLSON Eric H. Molson	Director
/s/  DAVID P. O'BRIEN David P. O'Brien	Director
/s/  PAMELA H. PATSLEY Pamela H. Patsley	Director
/s/  H. SANFORD RILEY H. Sanford Riley	Director

II-7

        Pursuant to the requirements of the Securities Act of 1933, Coors Brewing Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on October 12, 2005.

COORS BREWING COMPANY
By:	/s/  FRITS D. VAN PAASSCHEN Frits D. van Paasschen President and Chief Executive Officer

* * * *

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on October 12, 2005.

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy V. Wolf, Samuel D. Walker, and Douglas Beck, and each of them, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement on Form S-4 (and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the offering to which this registration statement relates) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title
/s/  FRITS D. VAN PAASSCHEN Frits D. van Paasschen	President and Chief Executive Officer (Principal Executive Officer)
/s/  NIRMALYA CHATTERJEE Nirmalya Chatterjee	Chief Financial Officer (Principal Financial Officer)

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/s/  MARTIN MILLER Martin Miller	Global Controller (Principal Accounting Officer)
/s/  PETER H. COORS Peter H. Coors	Director
/s/  W. LEO KIELY III W. Leo Kiely III	Director

II-9

        Pursuant to the requirements of the Securities Act of 1933, Molson Coors Capital Finance ULC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on October 12, 2005.

MOLSON COORS CAPITAL FINANCE ULC
By:	/s/  MICHAEL J. GANNON Michael J. Gannon President and Chief Executive Officer

* * * *

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on October 12, 2005.

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy V. Wolf, Samuel D. Walker, and Douglas Beck, and each of them, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement on Form S-4 (and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the offering to which this registration statement relates) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

/s/  SAMUEL D. WALKER Samuel D. Walker	Director
/s/  TIMOTHY E. SCULLY Timothy E. Scully	Director
/s/  MICHAEL J. GANNON Michael J. Gannon	President and Chief Executive Officer

II-10

        Pursuant to the requirements of the Securities Act of 1933, Coors Distributing Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on October 12, 2005.

COORS DISTRIBUTING COMPANY
By:	/s/  EDWARD J. MCBRIEN Edward J. McBrien President

* * * *

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on October 12, 2005.

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy V. Wolf, Samuel D. Walker, and Douglas Beck, and each of them, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement on Form S-4 (and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the offering to which this registration statement relates) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that

II-11

said attorneys-in-fact and agents or any of them, or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

/s/  EDWARD J. MCBRIEN Edward J. McBrien	Director and President
/s/  BRENT SCOTT Brent Scott	Director
/s/  RICHARD BARTLETT Richard Bartlett	Director
/s/  NIRMALYA CHATTERJEE Nirmalya Chatterjee	Director
/s/  JEFF COLBERT Jeff Colbert	Director

II-12

        Pursuant to the requirements of the Securities Act of 1933, Coors International Market Development L.L.L.P. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on October 12, 2005.

COORS INTERNATIONAL MARKET DEVELOPMENT L.L.L.P.
By:	Coors Global Properties, Inc.
Its:	General Partner
By:	/s/  PATTI L. ZENK Patti L. Zenk President of the General Partner

* * * *

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on October 12, 2005.

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy V. Wolf, Samuel D. Walker, and Douglas Beck, and each of them, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement on Form S-4 (and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the offering to which this registration statement relates) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that

II-13

said attorneys-in-fact and agents or any of them, or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

/s/  PATTI L. ZENK Patti L. Zenk	Director of Coors International Market Development L.L.L.P., President and Director of the General Partner
/s/  SAMUEL D. WALKER Samuel D. Walker	Director of General Partner
/s/  MICHAEL J. GANNON Michael J. Gannon	Director of General Partner
/s/  LAURA L. SANKEY Laura L. Sankey	Director of General Partner

II-14

        Pursuant to the requirements of the Securities Act of 1933, Coors Global Properties, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on October 12, 2005.

COORS GLOBAL PROPERTIES, INC.
By:	/s/  PATTI L. ZENK Patti L. Zenk President

* * * *

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on October 12, 2005.

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy V. Wolf, Samuel D. Walker, and Douglas Beck, and each of them, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement on Form S-4 (and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the offering to which this registration statement relates) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

/s/  PATTI L. ZENK Patti L. Zenk	Director and President
/s/  SAMUEL D. WALKER Samuel D. Walker	Director
/s/  MICHAEL J. GANNON Michael J. Gannon	Director
/s/  LAURA L. SANKEY Laura L. Sankey	Director

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        Pursuant to the requirements of the Securities Act of 1933, Coors Worldwide, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on October 12, 2005.

COORS WORLDWIDE, INC.
By:	/s/  PETER S. SWINBURN Peter S. Swinburn President

* * * *

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on October 12, 2005.

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy V. Wolf, Samuel D. Walker, and Douglas Beck, and each of them, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement on Form S-4 (and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the offering to which this registration statement relates) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

/s/  PETER S. SWINBURN Peter S. Swinburn Sole Director and President

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        Pursuant to the requirements of the Securities Act of 1933, Coors Intercontinental, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on October 12, 2005.

COORS INTERCONTINENTAL, INC.
By:	/s/  PETER S. SWINBURN Peter S. Swinburn President

* * * *

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on October 12, 2005.

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy V. Wolf, Samuel D. Walker, and Douglas Beck, and each of them, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement on Form S-4 (and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the offering to which this registration statement relates) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

/s/  PETER S. SWINBURN Peter S. Swinburn	President
/s/  SAMUEL D. WALKER Samuel D. Walker	Sole Director

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        Pursuant to the requirements of the Securities Act of 1933, Coors Brewing Company International, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on October 12, 2005.

COORS BREWING COMPANY INTERNATIONAL, INC.
By:	/s/  PETER S. SWINBURN Peter S. Swinburn President

* * * *

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on October 12, 2005.

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy V. Wolf, Samuel D. Walker, and Douglas Beck, and each of them, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement on Form S-4 (and any registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the offering to which this registration statement relates) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

/s/  PETER S. SWINBURN Peter S. Swinburn	Director and President
/s/  MICHAEL J. GANNON Michael J. Gannon	Director

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EXHIBIT INDEX

Number	Description
4.1	Indenture dated as of September 22, 2005, among Molson Coors Capital Finance ULC, Molson Coors Brewing Company, Coors Brewing Company, Coors Distributing Company, Coors International Market Development, L.L.L.P., Coors Worldwide, Inc., Coors Global Properties, Inc., Coors Intercontinental, Inc., and Coors Brewing Company International, Inc. and TD Banknorth, National Association and The Canada Trust Company as co-trustees.
4.2	First Supplemental Indenture dated as of September 22, 2005, among Molson Coors Capital Finance ULC, Molson Coors Brewing Company, Coors Brewing Company, Coors Distributing Company, Coors International Market Development, L.L.L.P., Coors Worldwide, Inc., Coors Global Properties, Inc., Coors Intercontinental, Inc., and Coors Brewing Company International, Inc. and TD Banknorth, National Association as trustee.
4.3	Second Supplemental Indenture dated as of September 22, 2005, among Molson Coors Capital Finance ULC, Molson Coors Brewing Company, Coors Brewing Company, Coors Distributing Company, Coors International Market Development, L.L.L.P., Coors Worldwide, Inc., Coors Global Properties, Inc., Coors Intercontinental, Inc., and Coors Brewing Company International, Inc. and The Canada Trust Company as trustee.
4.4	U.S. $300,000,000 in aggregate principal amount of 4.85% Note due 2010.
4.5	Registration Rights Agreement dated as of September 22, 2005, among Molson Coors Capital Finance ULC, Molson Coors Brewing Company, Coors Brewing Company, Coors Distributing Company, Coors International Market Development, L.L.L.P., Coors Worldwide, Inc., Coors Global Properties, Inc., Coors Intercontinental, Inc., and Coors Brewing Company International, Inc. and J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated as representatives of the several initial purchasers named in the related Purchase Agreement.
5.1	Opinion of Kirkland & Ellis LLP.
5.2	Opinion of Douglas N. Beck.
5.3	Opinion of Stewart McKelvey Stirling Scales.
12.1	Statement re Computation of Earnings to Fixed Charges.
23.1	Consent of Independent Registered Public Accounting Firm.
23.2	Consent of Independent Auditors.
23.3	Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
23.4	Consent of Douglas N. Beck (included in Exhibit 5.2).
23.5	Consent of Stewart McKelvey Stirling Scales (included in Exhibit 5.3).
24.1	Powers of Attorney (included on the signature page).
25.1	Statement of Eligibility on Form T-1.
99.1	Letter of Transmittal.

EX-4.1

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Exhibit 4.1

Molson Coors Capital Finance ULC,

as Issuer;

The Guarantors Named Herein,

as Guarantors;

TD Banknorth, National Association,

as U.S. Trustee;

and

The Canada Trust Company,

as Canadian Trustee

INDENTURE

Dated as of September 22, 2005

CROSS-REFERENCE TABLE

	TIA Section	Indenture Section
310	(a)(1)	7.11
	(a)(2)	7.11
	(a)(3)	N.A.
	(a)(4)	N.A.
	(b)	7.08; 7.11
	(c)	N.A
311	(a)	7.12
	(b)	7.12
	(c)	N.A.
312	(a)	2.05
	(b)	10.03
	(c)	10.03
313	(a)	7.06
	(b)(1)	N.A.
	(b)(2)	7.06
	(c)	11.02
	(d)	7.06
314	(a)	4.02;
	(b)	N.A.
	(c)(1)	10.04
	(c)(2)	10.04
	(c)(3)	N.A.
	(d)	N.A.
	(e)	10.05
315	(a)	7.01
	(b)	7.05; 10.02
	(c)	7.01
	(d)	7.01
	(e)	6.11
316	(a)(last sentence)	10.06
	(a)(1)(A)	6.05
	(a)(1)(B)	6.04
	(a)(2)	N.A.
	(b)	6.07
317	(a)(1)	6.08
	(a)(2)	6.09
	(b)	2.04
318	(a)	10.01
N.A. means Not Applicable.

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of the Indenture.

TABLE OF CONTENTS

ARTICLE I Definitions and Incorporation by Reference
Section 1.01	Definitions	1
Section 1.02	Other Definitions	6
Section 1.03	Incorporation by Reference of Trust Indenture Act	6
Section 1.04	Rules of Construction	7
ARTICLE II The Securities
Section 2.01	Issuable in Series	7
Section 2.02	Establishment of Terms of Series and Tranches of Securities	7
Section 2.03	Execution and Authentication	10
Section 2.04	Paying Agent, Registrar and Service Agent	11
Section 2.05	Paying Agent to Hold Money in Trust	12
Section 2.06	Securityholder Lists	12
Section 2.07	Transfer and Exchange	12
Section 2.08	Replacement Securities	12
Section 2.09	Outstanding Securities	13
Section 2.10	Temporary Securities	14
Section 2.11	Cancellation	14
Section 2.12	Defaulted Interest	14
Section 2.13	Global Securities	14
Section 2.14	CUSIP Numbers	17
ARTICLE III Redemption
Section 3.01	Notices to Trustees	17
Section 3.02	Selection by Agent Trustee of Securities To Be Redeemed	17
Section 3.03	Notice of Redemption	18
Section 3.04	Effect of Notice of Redemption	18
Section 3.05	Deposit of Redemption Price	18
Section 3.06	Securities Redeemed in Part	19
ARTICLE IV Covenants
Section 4.01	Payment of Securities	19
Section 4.02	Compliance Certificate	19
Section 4.03	Further Instruments and Acts	19
Section 4.04	Limitations on Secured Debt	19
Section 4.05	Limitation on Sales and Leasebacks	20
Section 4.06	Future Guarantors	21
ARTICLE V Merger and Consolidation
Section 5.01	When Parent, Company or Subsidiary Guarantors May Merge or Transfer Assets	21

ARTICLE VI Defaults and Remedies
Section 6.01	Events of Default	22
Section 6.02	Acceleration	23
Section 6.03	Other Remedies	24
Section 6.04	Waiver of Past Defaults	24
Section 6.05	Control by Majority	24
Section 6.06	Limitation on Suits	25
Section 6.07	Rights of Holders to Receive Payment	25
Section 6.08	Collection Suit by Trustees	25
Section 6.09	Trustees May File Proofs of Claim	25
Section 6.10	Priorities	26
Section 6.11	Undertaking for Costs	26
Section 6.12	Waiver of Stay or Extension Laws	26
ARTICLE VII Trustees
Section 7.01	Duties of Trustees	26
Section 7.02	Rights of Trustees	27
Section 7.03	Individual Rights of Trustees	28
Section 7.04	Trustees' Disclaimer	28
Section 7.05	Notice of Defaults	28
Section 7.06	Reports by Trustees to Holders	28
Section 7.07	Compensation and Indemnity	28
Section 7.08	Experts	29
Section 7.09	Replacement of a Trustee	29
Section 7.10	Successor Trustee by Merger	30
Section 7.11	Eligibility; Disqualification	30
Section 7.12	Preferential Collection of Claims Against Company	31
Section 7.13	Securityholder List	31
Section 7.14	Initial Appointment of Trustees	31
ARTICLE VIII Discharge of Indenture; Defeasance
Section 8.01	Discharge of Liability on Securities; Defeasance	31
Section 8.02	Conditions to Defeasance	32
Section 8.03	Application of Trust Money	34
Section 8.04	Repayment to Company	34
Section 8.05	Indemnity for Government Obligations	34
Section 8.06	Reinstatement	34

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ARTICLE IX Amendments
Section 9.01	Without Consent of Holders	34
Section 9.02	With Consent of Holders	35
Section 9.03	Compliance with Trust Indenture Act	36
Section 9.04	Revocation and Effect of Consents and Waivers	36
Section 9.05	Notation on or Exchange of Securities	37
Section 9.06	Trustees To Sign Amendments	37
Section 9.07	Payment for Consent	37
ARTICLE X Guaranties
Section 10.01	Guaranties	37
Section 10.02	Limitation on Liability	39
Section 10.03	Successors and Assigns	39
Section 10.04	No Waiver	39
Section 10.05	Modification	39
Section 10.06	Release of Subsidiary Guarantor	39
Section 10.07	Contribution	39
ARTICLE XI Miscellaneous
Section 11.01	Trust Indenture Act Controls	40
Section 11.02	Notices	40
Section 11.03	Communication by Holders with Other Holders	40
Section 11.04	Certificate and Opinion as to Conditions Precedent	41
Section 11.05	Statements Required in Certificate or Opinion	41
Section 11.06	When Securities Disregarded	41
Section 11.07	Rules by Trustees, Paying Agent and Registrar	41
Section 11.08	Legal Holidays	41
Section 11.09	Governing Law	41
Section 11.10	No Recourse Against Others	42
Section 11.11	Successors	42
Section 11.12	Appointment of Authorized Agent	42
Section 11.13	Multiple Originals	42
Section 11.14	Table of Contents; Headings	42
Section 11.15	Language of Notices, Etc.	42

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INDENTURE dated as of September 22, 2005, among Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company (the "Company"), Molson Coors Brewing Company, a Delaware corporation (the "Parent"), Coors Brewing Company, a Colorado corporation, Coors Distributing Company, a Colorado corporation, Coors Worldwide, Inc., a Colorado corporation, Coors International Market Development, L.L.L.P., a Colorado limited liability limited partnership, Coors Global Properties, Inc., a Colorado corporation, Coors Intercontinental, Inc., a Colorado corporation, and Coors Brewing Company International, Inc., a Colorado corporation, and TD Banknorth, National Association, a national banking association organized and existing under the laws of the United States, as U.S. Trustee (the "U.S. Trustee"), and The Canada Trust Company, a trust company duly existing under the laws of Canada, as Canadian Trustee (the "Canadian Trustee" and, together with the U.S. Trustee, the "Trustees").

        Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the securities issued under this Indenture (the "Securities"):

ARTICLE I
Definitions and Incorporation by Reference

        Section 1.01    Definitions.    "Additional Amounts" means any additional amounts which are required to be paid by the Company, the Parent and/or any Guarantor with respect to any Security as set forth in a supplemental indenture hereto including, without limitation, interest to be paid with respect to any Security.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

        "Agent Trustee" means the Trustee appointed by the Company to fulfill the duties of the Agent Trustee set forth herein, or any successor entity thereto.

        "Attributable Debt" means, as to any particular lease under which any Person is at the time liable and at any date as of which the amount thereof is to be determined, the total net amount of rent required to be paid by such Person under such lease during the remaining primary term thereof, discounted from the respective due dates thereof to such date at the actual percentage rate inherent in such arrangements as determined in good faith by the Parent. The net amount of rent required to be paid under any such lease for any such period shall be the aggregate amount of the amount payable by the lessee with respect to such period after excluding amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments and similar charges. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be terminated.

        "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been adopted by the board of directors of the Company or pursuant to authorization by the board of directors of the Company and to be in full force and effect on the date of the certificate and delivered to the Agent Trustee.

        "Board of Directors" means the Board of Directors of the Parent or any committee thereof duly authorized to act on behalf of such Board.

        "Business Day" means each day which is not a Legal Holiday.

        "Canadian Dollar" and "Cdn.$" means a dollar or other equivalent unit in such coin or currency of Canada as at the time shall be legal tender for the payment of public and private debt.

        "Canadian Government Obligations" means direct obligations (or certificates representing an ownership interest in such obligations) of Canada (including any agency or instrumentality thereof) for the payment of which the full faith and credit of Canada is pledged and which are not callable at the issuer's option.

        "Canadian Trustee" means The Canada Trust Company and its successors hereunder.

        "Capital Stock" of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

        "Clearstream" means Clearstream Banking, societe anonyme.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "Company" means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the indenture securities.

        "Company Order" means a written order signed in the name of the Company by an Officer who must be the Company's principal executive officer, principal financial officer or principal accounting officer.

        "Consolidated Net Tangible Assets" means the consolidated total assets of the Parent, including its consolidated Subsidiaries, after deducting current liabilities (except for those which are Funded Debt or the current maturities of Funded Debt) and goodwill, trade names, trademarks, patents, unamortized debt discount and expense, organization and developmental expenses and other like segregated intangibles. Deferred income taxes, deferred investment tax credit or other similar items will not be considered as a liability or as a deduction from or adjustment to total assets.

        "Corporate Trust Office" means (1) with respect to the U.S. Trustee or the Agent Trustee: (i) for the purpose of transfers, presentation or surrender of Securities, or other matters in New York: TD BANKNORTH, N.A., c/o The Bank of New York, ATTN: FISCAL AGENCY DEPT, P.O. Box 11265, Church Street Station, New York, NY 10286; or by hand or by overnight delivery: TD BANKNORTH, N.A., c/o The Bank of New York, 101 Barclay Street, Debt Processing Window, New York, NY 10286; and (ii) for all other purposes: TD Banknorth Wealth Management Group, Corporate Trust Department, 2300 St. George Road / P.O. Box 1350, Williston, VT 05495; and (2) with respect to the Canadian Trustee: The Canada Trust Company, TD Waterhouse Tower, 79 Wellington Street West, 8^th Floor, Toronto, Ontario M5K1A2.

        "Custodian" means the Agent Trustee, as custodian with respect to some or all of the Securities in global form, or any successor entity thereto.

        "Debt" means, with respect to any Person:

        (1)   indebtedness for money borrowed of such Person, whether outstanding on the date of this Indenture or thereafter incurred; and

        (2)   indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable.

        The amount of indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the amount of any contingent obligation at such date that would be classified as indebtedness in accordance with GAAP; provided, however, that in the case of indebtedness sold at a discount, the amount of such indebtedness at any time will be the accreted value thereof at such time.

2

        "Default" means any event which is, or after notice or passage of time or otherwise would be, an Event of Default.

        "Definitive Security" means a certificated Security registered in the name of the holder thereof and issued in accordance with Section 2.03 hereof.

        "Depositary" means, with respect to the Securities issuable or issued in whole or in part in global form, the Person specified in accordance with Section 2.13 hereof as the Depositary with respect to the Securities, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

        "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear System.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        "Funded Debt" of any Person means (a) all Debt of such Person having a maturity of more than 12 months from the date as of which the determination is made or having a maturity of 12 months or less but by its terms being renewable or extendable beyond 12 months from such date at the option of the borrower, and (b) rental obligations of such Person payable more than 12 months from such date under leases which are capitalized in accordance with GAAP (such rental obligations to be included in Funded Debt at the amount so capitalized).

        "GAAP" means, with respect to any Series of Securities, generally accepted accounting principles in the United States of America as in effect as of the Issue Date for such Series, including those set forth in:

        (1)   the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants;

        (2)   statements and pronouncements of the Financial Accounting Standards Board;

        (3)   such other statements by such other entity as approved by a significant segment of the accounting profession; and

        (4)   the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC. All computations based on GAAP contained in this Indenture shall be computed in conformity with GAAP.

        "Global Security" when used with respect to any Series of Securities issued hereunder or any Tranche of any Series of Securities issued hereunder, means a Security (1) which is executed by the Company and authenticated and delivered by the Agent Trustee to the Depositary or pursuant to the Depositary's instruction, all in accordance with this Indenture and an indenture supplemental hereto, if any, or with a Board Resolution and pursuant to a Company Order, (2) which shall be registered in the name of the Depositary or its nominee and (3) which shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all the outstanding Securities of such Series or, if such Series contains more than one Tranche, of such Tranche or any portion thereof, in either case having the same terms, including, without limitation, the same original issue date, date or dates on which principal is due, and interest rate or method of determining interest and which shall bear the Global Security Legend.

        "Global Security Legend" means the legend set forth in Section 2.13(c), which is required to be placed on all Global Securities issued under this Indenture.

        "Guarantors" means the Parent and the Subsidiary Guarantors.

        "Guaranty" means a Parent Guaranty or a Subsidiary Guaranty.

3

        "Guaranty Agreement" means a supplemental indenture, in a form satisfactory to the Trustees, pursuant to which a Subsidiary Guarantor guarantees the Company's obligations with respect to the Securities on the terms provided for in this Indenture.

        "Holder" or "Securityholder" means the Person in whose name a Security is registered on the Registrar's books.

        "Indenture" means this Indenture dated as of September 22, 2005 among the Company, the Parent, the Subsidiary Guarantors and the Trustees, as amended or supplemented from time to time.

        "Interest Payment Date" when used with respect to any Series of Securities or, if such Series contains more than one Tranche, any Tranche, means the dates specified in such Securities for the payment of any installment of interest on those Series or Tranche, as the case may be, of Securities.

        "Issue Date" means, with respect to any Series of Securities or, if such Series contains more than one Tranche, any Tranche, the date on which the initial Securities of such Series or Tranche, as the case may be, are first issued.

        "Maturity," when used with respect to any Security or installment of principal thereof, means the date on which the principal of such Security or such installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption, notice of option to elect repayment or otherwise.

        "Mortgage" means any mortgage, pledge, security interest, encumbrance, lien or similar charge.

        "Officer" means, with respect to any Person (other than a Trustee), the Chairman of the Board, the President, any Vice President, the Treasurer or the Secretary of such Person.

        "Officers' Certificate" means a certificate signed by one Officer of the Parent and one Officer of the Company.

        "Opinion of Counsel" means a written opinion from legal counsel who is acceptable to the Trustee receiving such opinion. The counsel may be an employee of or counsel to the Company or any Trustee.

        "Original Issue Discount Security" means any Security that provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02.

        "Participant" means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to the Depository Trust Company, shall include Euroclear and Clearstream).

        "Parent" means Molson Coors Brewing Company and its successors.

        "Parent Guaranty" means any guarantee by the Parent of the Company's obligations with respect to any Series of Securities issued under this Indenture.

        "Person" means any individual, company, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

        "principal" of a Security means the principal of the Security plus the premium, if any, payable on the Security which is due or overdue or is to become due at the relevant time.

        "Principal Property" means any brewery, manufacturing, processing or packaging plant or warehouse owned at the date of this Indenture or thereafter acquired by the Parent, the Company or any Restricted Subsidiary that is located within the United States of America or Canada, other than any property which in the opinion of the Board of Directors is not of material importance to the total business conducted by the Parent, the Company and the Restricted Subsidiaries as an entirety.

4

        "Restricted Subsidiary" means a Subsidiary of the Parent or the Company (a) substantially all the property of which is located, or substantially all the business of which is carried on, within the United States of America or Canada, and (b) which owns a Principal Property.

        "SEC" means the United States Securities and Exchange Commission.

        "Security" or "Securities" means each security issued formally by the Company under this Indenture.

        "Senior Debt" means, with respect to any Person, Debt of such Person, whether outstanding on the date of this Indenture or thereafter incurred unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are subordinate in right of payment to the Securities or the Parent Guaranty, as the case may be; provided, however, that Senior Debt shall not include:

        (1)   any Debt of such Person owing to the Parent or any affiliate of the Parent; or

        (2)   any Debt of such Person (and any accrued and unpaid interest in respect thereof) which is subordinate or junior in any respect to any other Debt of such Person.

        "Series" or "Series of Securities" means each series of debentures, notes or other debt instruments of the Company created pursuant to Sections 2.01 and 2.02 hereof.

        "Significant Subsidiary" means any Subsidiary of the Parent that would be a "Significant Subsidiary" within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

        "Stated Maturity," when used with respect to any Security, means the date specified in such Security as the fixed date on which an amount equal to the principal amount of such Security is due and payable.

        "Subsidiary" means, with respect to any Person, any corporation more than 50% of the outstanding Voting Stock of which at the time of determination is owned, directly or indirectly, by such Person and/or one or more other Subsidiaries of such Person.

        "Subsidiary Guarantors" means Coors Brewing Company, Coors Distributing Company, Coors Worldwide, Inc., Coors International Market Development L.L.L.P., Coors Global Properties, Inc., Coors Intercontinental, Inc., Coors Brewing Company International, Inc., and any of the Parent's future Subsidiaries or any one or combination of such Subsidiaries to the extent designated in accordance with Section 2.02 as a "Subsidiary Guarantor" for a particular Series of Securities.

        "Subsidiary Guaranty" means any guarantee by a Subsidiary Guarantor of the Company's obligations with respect to any Series of Securities under this Indenture.

        "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. sections 77aaa-77bbbb) as in effect on the date of this Indenture.

        "Tranche" means each tranche of debentures, notes or other debt instruments of the Company created pursuant to Sections 2.01 and 2.02 hereof.

        "Trustee" or "Trustees" means the party or parties named as the U.S. Trustee and the Canadian Trustee in this Indenture until a successor to either or both of such Trustees shall have become such pursuant to the applicable provisions of this Indenture, and, thereafter, means each party who is then a Trustee hereunder.

        "Trust Officer" means when used with respect to any Trustee, any managing director, director, vice president, assistant vice president, assistant treasurer, assistant secretary, associate or any other officer within the corporate trust department of such Trustee customarily performing functions similar to those performed by any of the above designated officers and also shall mean, with respect to a particular

5

corporate trust matter, any other officer to whom such matter is referred because of his knowledge and familiarity with the particular subject.

        "Uniform Commercial Code" means the New York Uniform Commercial Code as in effect from time to time.

        "U.S. Dollar" and "U.S.$" means a dollar or other equivalent unit in such coin or currency of the United States as at the time shall be legal tender for the payment of public and private debt.

        "U.S. Government Obligations" means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer's option.

        "U.S. Trustee" means TD Banknorth, National Association and its successors hereunder.

        "Voting Stock" of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

        Section 1.02    Other Definitions    .

TERM	Defined in Section
"Agent"	2.04
"Bankruptcy Law"	6.01
"covenant defeasance option"	8.01	(b)
"CUSIP"	2.12
"Event of Default"	6.01
"Guaranteed Obligation"	10.01
"Initial Lien	4.04	(a)
"ISIN"	2.12
"legal defeasance option"	8.01	(b)
"Legal Holiday"	11.08
"Paying Agent"	2.04
"Registrar"	2.04
"Retiring Trustee"	7.09
"Service Agent"	2.04
"Successor Company"	5.01
"Successor Parent"	5.01

        Section 1.03    Incorporation by Reference of Trust Indenture Act.    This Indenture is subject to the mandatory provisions of the TIA which are incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings:

        "Commission" means the SEC;

        "indenture securities" means the Securities, the Parent Guaranty and the Subsidiary Guaranties;

        "indenture security holder" means a Securityholder;

        "indenture to be qualified" means this Indenture;

        "indenture trustee" or "institutional trustee" means the Trustees; and

        "obligor" on the indenture securities means the Company, the Guarantors and any other obligor on the indenture securities.

6

        All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.

        Section 1.04    Rules of Construction.    Unless the context otherwise requires:

        (1)   a term has the meaning assigned to it;

        (2)   an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

        (3)   "or" is not exclusive;

        (4)   "including" means including without limitation;

        (5)   words in the singular include the plural and words in the plural include the singular;

        (6)   interest payable on Securities of any Series shall include any additional interest required to be paid on such Securities under any registration rights or similar agreement entered into by the Company with respect to such Series of Securities;

        (7)   references to an "applicable Trustee" means a Trustee party to an indenture supplemental hereto pursuant to which any Securities of a particular Series are issued.

        (8)   provisions apply to successive events and transactions; and

        (9)   references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time.

ARTICLE II
The Securities

        Section 2.01    Issuable in Series.    The aggregate principal amount of Securities that may be executed, authenticated and delivered under this Indenture is unlimited. The Securities may be issued in one or more Series. Each Series may contain one or more Tranches. In the case of Securities of a Series to be issued from time to time, one or more supplemental indentures may provide for the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. All Securities of any one Series shall be substantially identical except that they may vary as to denomination and the rate or rates of interest, if any, the date or dates from which interest shall accrue, maturity, the denominations in which such Securities are issued, the currency in which such Securities are payable and except as may otherwise be provided in any indenture supplemental hereto. All Securities of any one Tranche shall be substantially identical except that they may vary as to issue price. Securities may differ between Series in respect of any matters.

        Section 2.02    Establishment of Terms of Series and Tranches of Securities.    At or prior to the issuance of any Securities within a Series, the following shall be established in one or more supplemental indentures as to the Series generally if the Series will contain only one Tranche or as to each Tranche if the Series will contain more than one Tranche as reflecting terms set forth in a Board Resolution or an Officers' Certificate pursuant to authority granted under a Board Resolution:

        (a)   the title of the Securities of the Series or Tranche (which shall distinguish the Securities of that particular Series or Tranche from the Securities of any other Series or Tranche);

        (b)   any limit upon the aggregate principal amount of the Securities of the Series or Tranche which may be executed, authenticated and delivered under this Indenture (except for Securities executed, authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series or Tranche under the provisions of this Indenture);

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        (c)   the date or dates on which the principal and premium, if any, of the Securities of the Series or Tranche are payable;

        (d)   the rate or rates (which may be fixed or variable) at which the Securities of the Series or Tranche shall bear interest, if any, or the method of determining such rate or rates, the date or dates from which such interest, if any, shall accrue, the Interest Payment Dates on which such interest, if any, shall be payable or the method by which such dates will be determined, the record dates, for the determination of Holders thereof to whom such interest is payable (in the case of Securities in registered form), and the basis upon which such interest will be calculated if other than that of a 360-day year of twelve 30-day months;

        (e)   the currency or currencies, including composite currencies, in which Securities of the Series or Tranche shall be denominated and in which payment of the principal of (and premium, if any) and interest on the Securities shall be payable, if other than U.S. Dollars;

        (f)    the place or places, if any, in addition to or instead of the Corporate Trust Office of the Agent Trustee (in the case of Securities in registered form) or the principal New York office of the Agent Trustee (in the case of Securities in bearer form), where the principal, premium and interest with respect to Securities of such Series or Tranche shall be payable or the method of such payment, if by wire transfer, mail or other means;

        (g)   the price or prices at which, the period or periods within which, and the terms and conditions upon which, Securities of the Series or Tranche may be redeemed, in whole or in part at the option of the Company or otherwise;

        (h)   whether Securities of the Series or Tranche are to be issued in registered form or bearer form or both and, if Securities are to be issued in bearer form, whether coupons will be attached to them, whether Securities of the Series or Tranche in bearer form may be exchanged for Securities of the Series or Tranche issued in registered form, and the circumstances under which and the places at which any such exchanges, if permitted, may be made;

        (i)    the date as to which any Security of the Series or Tranche represented in registered form or bearer form shall be dated if other than the Issue Date;

        (j)    if any Securities of the Series or Tranche are to be issued in bearer form or as one or more Global Securities representing individual Securities of the Series or Tranche in bearer form, whether certain provisions for the payment of additional interest or tax redemptions shall apply; whether interest with respect to any portion of a temporary Security of the Series or Tranche in bearer form payable with respect to any Interest Payment Date prior to the exchange of such temporary Security in bearer form for definitive Securities of the Series or Tranche in bearer form shall be paid to any clearing organization with respect to the portion of such temporary Security in bearer form held for its account and, in such event, the terms and conditions (including any certification requirements) upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date; and the terms upon which a temporary Security in bearer form may be exchanged for one or more definitive Securities of the Series or Tranche in bearer form;

        (k)   the obligation, if any, of the Company to redeem, purchase or repay the Securities of the Series or Tranche pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the price or prices at which, the period or periods within which, and the terms and conditions upon which, Securities of the Series or Tranche shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligations;

        (l)    the terms, if any, upon which the Securities of the Series or Tranche may be convertible into or exchanged for any of the Company's common stock, preferred stock, other debt securities

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or warrants for common stock, preferred stock or other securities of any kind and the terms and conditions upon which such conversion or exchange shall be effected, including the initial conversion or exchange price or rate, the conversion or exchange period and any other additional provisions;

        (m)  if other than denominations of $1,000 and any integral multiple thereof, the denominations in which the Securities of the Series or Tranche shall be issuable;

        (n)   with respect to any Securities of the Series or Tranche that have been issued in multiple currencies, the manner in which the relative voting rights of the Securities of the Series or Tranche will be determined;

        (o)   if the amount of principal, premium (if any) or interest with respect to the Securities of the Series or Tranche may be determined with reference to an index or pursuant to a formula or other method, the manner in which such amounts will be determined and the calculation agent, if any, with respect thereto;

        (p)   if the principal amount payable at the Stated Maturity of Securities of the Series or Tranche will not be determinable as of any one or more dates prior to such Stated Maturity, the amount that will be deemed to be such principal amount as of any such date for any purpose, including the principal amount thereof which will be due and payable upon any Maturity other than the Stated Maturity and which will be deemed to be outstanding as of any such date (or, in any such case, the manner in which such deemed principal amount is to be determined), and if necessary, the manner of determining the equivalent thereof in U.S. Dollars or any other applicable currency;

        (q)   any changes or additions to Article 8;

        (r)   if other than the principal amount thereof, the portion of the principal amount of the Securities of the Series or Tranche that shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.02;

        (s)   the terms, if any, of the transfer, mortgage, pledge or assignment or grant of a security interest as security for the Securities of the Series or Tranche of or on any properties, assets, moneys, proceeds, securities or other collateral, including whether certain provisions of the TIA are applicable and any corresponding changes to provisions of this Indenture as then in effect;

        (t)    any addition to or change in the Events of Default which applies to any Securities of the Series or Tranche and any change in the right of the Trustees or the requisite Holders of such Securities of the Series or Tranche to declare the principal amount of, premium, if any, and interest on such Securities of the Series or Tranche due and payable pursuant to Section 6.02;

        (u)   if the Securities of the Series or Tranche shall be issued in whole or in part in the form of a Global Security, the terms and conditions, if any, upon which such Global Security may be exchanged in whole or in part for individual Definitive Securities of such Series or Tranche, the Depositary for such Global Security and the form of any legend or legends to be borne by any such Global Security in addition to or in lieu of the Global Securities Legend;

        (v)   any Trustees, authenticating agent, Paying Agent, transfer agent, Service Agent or Registrar;

        (w)  the applicability of the covenants (and the related definitions) set forth in Article 4 or 5 and any additions or changes thereto;

        (x)   the names, if any, of the Subsidiary Guarantors and any addition to or change in the terms of the Subsidiary Guaranties relating to the Series or Tranche, including any provisions related to their subordination;

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        (y)   any addition to or change in the terms of the Parent Guaranty, if any, applicable to the Securities of the Series or Tranche, including any provisions related to its subordination;

        (z)   the subordination, if any, of the Securities of the Series or Tranche pursuant to this Indenture;

        (aa) with regard to Securities of the Series or Tranche that do not bear interest, the dates for certain required reports to the Trustees;

        (bb) the terms applicable to Original Issue Discount Securities, including the rate or rates at which original issue discount will accrue; and

        (cc) any other terms of Securities of the Series or Tranche (which terms shall not be prohibited by, or inconsistent with, the provisions of this Indenture).

        All Securities of any one Series or Tranche need not be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant to the supplemental indenture referred to above, and the authorized principal amount of any Series or Tranche may not be increased to provide for issuances of additional Securities of such Series or Tranche, unless otherwise provided in such supplemental indenture.

        Whenever in this Indenture there is mentioned, in any context, the payment of principal, premium, if any, interest, or any other amount payable under or with respect to a note or a guaranty, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

        Except as otherwise contemplated by this Section 2.02, interest on the Securities of any Series or Tranche shall be computed on the basis of a 360-day year of twelve 30-day months. For the purposes of disclosure under the Interest Act (Canada), the yearly rate of interest to which any rate of interest payable under a Security, which is to be calculated on any basis other than a full calendar year, its equivalent may be determined by multiplying the rate by a fraction, the numerator of which is the number of days in the calendar year in which the period for which interest at such rate is payable and the denominator of which is the number of days comprising such other basis.

        The first payment of interest on any Security of any Series or Tranche originally issued between a specified record date and an Interest Payment Date shall be made on the Interest Payment Date immediately following the next succeeding record date to the Holders on such next succeeding record date.

        Section 2.03    Execution and Authentication.    One Officer of the Company shall sign the Securities for the Company by manual or facsimile signature.

        If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid. A Security shall not be valid until authenticated by the manual signature of the Agent Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

        The Agent Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the supplemental indenture hereto upon receipt by such Agent Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the date of its authentication unless otherwise provided by a supplemental indenture hereto.

        The aggregate principal amount of Securities of any Series or Tranche outstanding at any time may not exceed any limit upon the maximum principal amount for such Series or Tranche set forth in the supplemental indenture hereto delivered pursuant to Section 2.02, except as provided in Section 2.08.

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        Prior to the issuance of Securities of any Series or Tranche, the Agent Trustee and each other applicable Trustee shall have received and (subject to Section 7.02) shall be fully protected in relying on: (a) one or more supplemental indentures hereto establishing the form of the Securities of that Series or Tranche and the terms of the Securities of that Series or Tranche, (b) an Officers' Certificate complying with Section 11.04, and (c) an Opinion of Counsel complying with Section 11.04.

        The Agent Trustee may decline to authenticate and deliver any Securities of such Series or Tranche: (a) if such Agent Trustee, being advised by counsel, determines that such action may not lawfully be taken; or (b) if such Agent Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors and/or vice-presidents shall determine that such action would expose such Agent Trustee to personal liability to Holders of any then-outstanding Series of Securities.

        The Agent Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Securities. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Agent Trustee may do so. Each reference in this Indenture to authentication by the Agent Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or Service Agent.

        Section 2.04    Paying Agent, Registrar and Service Agent.    The Company shall maintain, with respect to each Series and Tranche of Securities, an office or agency in the Borough of Manhattan, the City and State of New York (or any other place or places specified with respect to such Series or Tranche pursuant to Section 2.02) where Securities of such Series or Tranche may be presented or surrendered for payment ("Paying Agent"), where Securities of such Series or Tranche may be presented for registration of transfer or exchange ("Registrar") and where notices and demands to or upon the Company in respect of the Securities of such Series or Tranche and this Indenture (not including, however, service of process) may be served ("Service Agent" and collectively with the Paying Agent and the Registrar, the "Agents" and each, an "Agent"). The Agent Trustee, as Registrar, shall keep a register with respect to each Series and Tranche of Securities and to their transfer and exchange and shall promptly advise any other Trustee in writing of any transfers registered in this register, and such other Trustee shall register such transfers in the register maintained by it. The Company will give prompt written notice to the Trustees of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustees with the name and address thereof, such presentations, surrenders, notices and demands (other than service of process) may be made or served at the Corporate Trust Office of the Agent Trustee, and the Company hereby appoints the Agent Trustee as its agent to receive all such presentations, surrenders, notices and demands.

        The Company may also from time to time designate one or more co-registrars, additional paying agents or additional service agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Service Agent in each place so specified pursuant to Section 2.02 for Securities of any Series or Tranche for such purposes. The Company will give prompt written notice to the Trustees of any such designation or rescission and of any change in the name or address of any such co-registrar, additional paying agent or additional service agent. The term "Registrar" includes any co-registrar; the term "Paying Agent" includes any additional paying agent; and the term "Service Agent" includes any additional service agent.

        The Company hereby appoints the Agent Trustee as the initial Registrar, Paying Agent and Service Agent for each Series and Tranche unless another Registrar, Paying Agent or Service Agent, as the case may be, is appointed prior to the time Securities of that Series or Tranche are first issued; provided

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that each other Trustee shall maintain a duplicate register with respect to each Series and Tranche of Securities and to their transfer and exchange.

        Section 2.05    Paying Agent to Hold Money in Trust.    The Company shall require each Paying Agent, other than a Trustee, to agree in writing that the Paying Agent will hold in trust, for the benefit of Holders of any Series of Securities, or the Trustees, all money held by the Paying Agent for the payment of principal of or interest on the Series of Securities, and will notify the Trustees of any default by the Company in making any such payment. While any such default continues, the Agent Trustee may require a Paying Agent to pay all money held by it to the Agent Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Agent Trustee. Upon payment over to the Agent Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall have no further liability for the money. If the Company, the Parent or a Subsidiary of the Parent acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of Holders of any Series of Securities all money held by it as Paying Agent.

        Section 2.06    Securityholder Lists.    The Agent Trustee, as Registrar, shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders of each Series and Tranche of Securities and shall otherwise comply with TIA section 312(a) and each other Trustee shall preserve a duplicate list. If the Agent Trustee is not the Registrar, the Company shall furnish to the Trustees, in writing, at least five Business Days before each Interest Payment Date and at such other times as the Trustees may request in writing a list, in such form and as of such date as the Trustees may reasonably require, of the names and addresses of Holders of each Series or Tranche of Securities.

        Section 2.07    Transfer and Exchange.    When Securities are presented to the Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Securities of the same Series (and, in the case of a Series with more than one Tranche, the same Tranche) containing identical terms and provisions, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Company shall issue and execute and the Agent Trustee shall authenticate and deliver Securities at the Registrar's request. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company or Registrar may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Section 3.06 or 9.05).

        Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities of any Series (or, in the case of a Series with more than one Tranche, any Tranche)for the period beginning at the opening of business fifteen days immediately preceding the mailing of a notice of redemption of Securities of that Series or Tranche, as the case may be, selected for redemption and ending at the close of business on the day of such mailing, or (b) to register the transfer or exchange of Securities of any Series (or, in the case of a Series with more than one Tranche, any Tranche) selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected, called or being called for redemption in part, except, in the case of a Security to be redeemed in part, the portion thereof not to be redeemed.

        Section 2.08    Replacement Securities.    If any mutilated Security is surrendered to the Agent Trustee, the Company shall issue and execute and, if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Company or the Agent Trustee, the Agent Trustee shall authenticate and deliver in exchange therefor a new Security of the same Series (and, in the case of a Series with more than one Tranche, the same Tranche) containing identical terms and provisions and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

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        If there shall be delivered to the Company and the Agent Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them, any other applicable Trustee and any agent of either of them harmless, then, in the absence of written notice to the Company or a Trust Officer of the Agent Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Agent Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new Security of the same Series (and, in the case of a Series with more than one Tranche, the same Tranche) containing identical terms and provisions and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

        In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

        Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustees) connected therewith.

        Every new Security of any Series (or, in the case of a Series with more than one Tranche, any Tranche) issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that Series (or, in the case of a Series with more than one Tranche, any Tranche) duly issued hereunder.

        The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

        Section 2.09    Outstanding Securities.    The Securities outstanding at any time are all the Securities authenticated by the Agent Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Agent Trustee in accordance with the provisions hereof and those described in this Section as not outstanding. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security.

        If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Agent Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a bona fide purchaser.

        If the Paying Agent (other than the Company, the Parent, a Subsidiary of the Parent or an Affiliate of any thereof) has received on time from the Company and holds on the Maturity of Securities of a Series or, in the case of a Series with more than one Tranche, on the Maturity of Securities of a Tranche, money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series or Tranche, as the case may be, cease to be outstanding and interest on them ceases to accrue.

        In determining whether the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.02.

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        Section 2.10    Temporary Securities.    Until Definitive Securities are ready for delivery, if required pursuant to Section 2.02, the Company may prepare and the Agent Trustee shall authenticate temporary Securities upon a Company Order. Temporary Securities shall be substantially in the form of Definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Agent Trustee upon request shall authenticate Definitive Securities of the same Series (and, in the case of a Series with more than one Tranche, the same Tranche) and date of maturity in exchange for temporary Securities. Until so exchanged, temporary Securities shall have the same rights under this Indenture as the Definitive Securities.

        Section 2.11    Cancellation.    The Company at any time may deliver Securities to the Agent Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Agent Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Agent Trustee shall cancel all Securities surrendered for transfer, exchange, payment, replacement or cancellation and shall dispose of such canceled Securities according to its normal operating procedures (subject to the record retention requirements of the Exchange Act) and deliver a certificate of such destruction to the Company, unless the Company otherwise directs the Agent Trustee to deliver canceled Securities to the Company. The Company may not issue new Securities to replace Securities that it has redeemed, paid or delivered to the Agent Trustee for cancellation.

        Section 2.12    Defaulted Interest.    If the Company defaults in a payment of interest on a Series of Securities or, in the case of a Series with more than one Tranche, on a Tranche of Securities, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the persons who are Holders of the Series or Tranche, as the case may be, on a subsequent special record date. The Company shall fix such record date and payment date. At least 30 days before the record date, the Company shall mail, first class, to the Trustees and to each Holder of the Series or Tranche, as the case may be, a notice that states the record date, the payment date and the amount of interest to be paid. The Company may pay defaulted interest in any other lawful manner.

        Section 2.13    Global Securities.    

        (a)    Terms of Securities.    One or more supplemental indentures entered into pursuant to a Board Resolution or an Officers' Certificate shall establish whether the Securities of a Series or Tranche shall be issued in whole or in part in the form of one or more Global Securities and the Depositary for such Global Security or Securities.

        (b)    Transfer and Exchange.    Unless otherwise provided for any particular Series or Tranche of Securities pursuant to Section 2.02, notwithstanding any provisions to the contrary contained in Section 2.07 of the Indenture and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.07 of the Indenture for Securities registered in the names of Holders other than the Depositary for such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act or other applicable law, and, in either case, the Company fails to appoint a successor Depositary within 90 days of such event, (ii) the Company executes and delivers to the Agent Trustee and any applicable Trustee an Officers' Certificate to the effect that such Global Security shall be so exchangeable or (iii) an Event of Default with respect to the Securities represented by such Global Security shall have happened and be continuing. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depositary shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms.

        Except as provided in this Section 2.13(b), a Global Security may not be transferred except as a whole by the Depositary with respect to such Global Security to a nominee of such Depositary, by a

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nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor Depositary with the prior written consent of the Company.

        All Securities of any Series or Tranche issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same continuing indebtedness, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

        (c)    Legend.    Unless otherwise provided for any particular Series or Tranche of Securities pursuant to Section 2.02, any Global Security issued hereunder shall bear a legend in substantially the following form:

        "THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE AGENT TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE AGENT TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER HEREOF"

        (d)    Acts of Holders.    (i) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Agent Trustee or any other Trustee, as the case may be, and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustees and the Company, if made in the manner provided in this Section.

(ii)

The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such officer the execution thereof. Where such execution is by a signer acting in a capacity other than such signer's individual capacity, such certificate or affidavit shall also constitute sufficient proof of such signer's authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which a Trustee deems sufficient.



(iii)

The ownership of bearer securities may be proved by the production of such bearer securities or by a certificate executed by any trust company, bank, banker or other depositary, wherever situated, if such certificate shall be deemed by a Trustee to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the bearer securities therein described; or such facts may be proved by the certificate or affidavit of the Person holding such bearer securities, if such certificate or affidavit is deemed by a Trustee to be satisfactory. Each Trustee and the Company may assume that such

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ownership of any bearer security continues until (i) another such certificate or affidavit bearing a later date issued in respect of the same bearer security is produced, (ii) such bearer security is produced to a Trustee by some other Person, (iii) such bearer security is surrendered in exchange for a registered security or (iv) such bearer security is no longer outstanding. The ownership of bearer securities may also be proved in any other manner which a Trustee deems sufficient.

(iv)

The ownership of registered securities shall be proved by the register maintained by the Registrar.



(v)

Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by any Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.



(vi)

If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of outstanding Securities have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date.

        The Depositary, as a Holder, may appoint agents and otherwise authorize Participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture.

        (e)    Payments.    Notwithstanding the other provisions of this Indenture, (i) unless otherwise specified as contemplated by Section 2.02, payment of the principal of (and premium, if any) and interest on any Global Security shall be made by the Company or a Paying Agent to the Depositary or its nominee, as the case may be, as registered holder of the Global Security, and (ii) if an Event of Default specified in Section 6.01(1) or (2) shall have occurred and is continuing on a day on which payment with respect to the Securities of a Series affected by such Event of Default is made, the Company or the Paying Agent, as the case may be, shall pay any such amounts to be paid to the Holders of such Securities (other than amounts received pursuant to Article VIII) ratably, without preference or priority of any kind, among all of the Securities of any Series affected by such Event of Default according to the amounts due and payable on such Securities as of such date for principal (or, in the case of Original Issue Discount Securities, the portion thereby specified in the terms of such Security), premium, if any, and interest, respectively. A record date will be established at least 15 days (and not more than 30 days) prior to the payment date. Interest payments on such Global Security shall be made by the Company or a Paying Agent either by check dated the applicable Interest Payment Date and delivered to the Depositary or its nominee, as the case may be, two Business Days before the Interest Payment Date or by wire transfer of immediately available funds by 12:00 p.m. on the Interest Payment Date. As long as the Depositary or its nominee is the registered owner of a

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Global Security, the Depositary or its nominee, as the case may be, shall be considered the sole owner of the Global Security for the purposes of receiving payment on such Global Security.

        (f)    Consents, Declaration and Directions.    Except as provided in Section 2.13(e), the Company, each Trustee and each Paying Agent shall treat a person as the Holder of such principal amount of outstanding Securities of such Series or Tranche represented by a Global Security as shall be specified in a written statement of the Depositary with respect to such Global Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.

        Section 2.14    CUSIP Numbers.    The Company in issuing the Securities may use numbers assigned by the Committee on Uniform Securities Identification Procedures ("CUSIP") and corresponding International Securities Identification Numbers ("ISIN") (if then generally in use) and, if so, the Trustees shall use CUSIP numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in such notice and that reliance may be placed only on the other identification numbers printed on the Securities, and any such notice shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustees of any change in the CUSIP or ISIN numbers.

ARTICLE III
Redemption

        Section 3.01    Notices to Trustees.    The Company may, with respect to any Series or Tranche of Securities, reserve the right to redeem and pay the Series or Tranche of Securities or may covenant to redeem and pay the Series or Tranche of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Series or Tranche of Securities or in the applicable Board Resolution or this Indenture. If a Series or Tranche of Securities is redeemable and the Company elects or is obligated to redeem prior to the Stated Maturity thereof all or part of the Series or Tranche of Securities pursuant to the terms of such Securities, it shall notify the Trustees in writing of the redemption date, the principal amount of Securities of the Series or Tranche to be redeemed and the redemption price.

        The Company shall give each notice to each Trustee provided for in this Section at least 60 days before the redemption date unless such Trustee consents to a shorter period. Such notice shall be accompanied by an Officers' Certificate and an Opinion of Counsel from the Company to the effect that such redemption will comply with the conditions herein and the terms provided for such Series or Tranche of Securities.

        Section 3.02    Selection by Agent Trustee of Securities To Be Redeemed.    Unless otherwise provided for a particular Series or Tranche of Securities pursuant to Section 2.02, if fewer than all the Securities of a Series or Tranche are to be redeemed or purchased in an offer to purchase at any time, the Agent Trustee shall select the Securities to be redeemed or purchased pro rata or by lot or by a method that complies with applicable legal and securities exchange requirements, if any, or, in the case of Global Securities, the procedures of the related Depositary, and that the Agent Trustee in its sole discretion shall deem to be fair and appropriate and in accordance with methods generally used at the time of selection by fiduciaries in similar circumstances. The Agent Trustee shall make the selection from outstanding Securities of such Series or Tranche, as the case may be, not previously called for redemption. Securities and portions of them the Agent Trustee selects for redemption shall be in principal amounts of $1,000 and integral multiples of $1,000, in each case, of the currency in which the Securities are denominated unless otherwise provided for in a supplemental indenture with respect to such Securities. Provisions of this Indenture that apply to Securities called for redemption or purchase

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also apply to portions of Securities called for redemption or purchase. The Agent Trustee shall notify the Company promptly of the Securities or portions of Securities to be redeemed or purchased.

        Section 3.03    Notice of Redemption.    Unless otherwise provided for a particular Series or Tranche of Securities pursuant to Section 2.02, at least 30 days but not more than 60 days before a date for redemption of Securities, the Company shall mail a notice of redemption by first-class mail to each Holder of Securities to be redeemed at such Holder's registered address.

        The notice shall identify the Securities to be redeemed and shall state:

        (1)   the redemption date;

        (2)   the redemption price;

        (3)   the name and address of the Paying Agent;

        (4)   that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price;

        (5)   if fewer than all the outstanding Securities of the applicable Series or Tranche are to be redeemed, the identification and principal amounts of the particular Securities to be redeemed after determination by the Agent Trustee pursuant to Section 3.02;

        (6)   in case any Security is to be redeemed in part only, on and after the redemption date, upon surrender of such Security, the Holder of such Security shall receive, without charge, a new Security or Securities of authorized denominations for the principal amount thereof remaining unredeemed;

        (7)   that, unless the Company defaults in making such redemption payment, interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption date;

        (8)   the paragraph of the Securities and/or provision of this Indenture or any supplemental indenture pursuant to which the Securities called for redemption are being redeemed; and

        (9)   the CUSIP or ISIN number, if any, printed on the Securities being redeemed; and

        (10) that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed on the Securities.

        At the Company's request, the Agent Trustee shall give the notice of redemption in the Company's name and at the Company's expense. In such event, the Company shall provide the Agent Trustee with the information required by this Section.

        Section 3.04    Effect of Notice of Redemption.    Once notice of redemption is given as provided in Section 3.03, Securities called for redemption become due and payable on the redemption date and at the redemption price stated in the notice. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related Interest Payment Date). Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

        Section 3.05    Deposit of Redemption Price.    Prior to the redemption date, the Company shall deposit with the Paying Agent (or, if the Company, the Parent or a Subsidiary of the Parent is the Paying Agent, shall segregate and hold in trust) an amount of money sufficient to pay the redemption price of and accrued interest and other amounts payable, if any, on all Securities to be redeemed on that date other than Securities or portions of Securities or portions thereof called for redemption which have been delivered by the Company to the Agent Trustee for cancellation.

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        Section 3.06    Securities Redeemed in Part.    Upon surrender of a Security that is redeemed in part, the Company shall execute and the Agent Trustee shall authenticate for the Holder (at the Company's expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered but otherwise containing identical terms and provisions.

ARTICLE IV
Covenants

        Section 4.01    Payment of Securities.    The Company covenants and agrees for the benefit of the Holders of each Series and Tranche of Securities that it shall promptly pay the principal of, interest on, and other amounts payable (if any) on the Securities of such Series and such Tranche on the dates and in the manner provided in the Securities of such Series and such Tranche and in this Indenture. Principal, premium (if any) and interest shall be considered paid on the date due if on such date the Agent Trustee or the Paying Agent has received on time from the Company and holds in accordance with this Indenture money sufficient to pay all principal, premium (if any) and interest then due.

        The Company shall pay interest on overdue principal at the rate specified therefor in the Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

        Section 4.02    Compliance Certificate.    Each of the Parent and the Company shall deliver to the Trustees within 120 days after the end of its respective fiscal year (and at least once in each 12 month period) and at any other reasonable time upon the demand of any Trustee an Officers' Certificate stating that in the course of the performance by the signers of their duties as Officers of Parent or the Company, respectively, they would normally have knowledge of any Default and that the Parent or the Company, as applicable, has complied with all requirements contained in this Indenture that, if not complied with, would constitute a Default and whether or not the signers know of any Default that occurred during such period. If they do know of any Default, the certificate shall describe the Default, its status and what action the Parent or the Company, as applicable, is taking or proposes to take with respect thereto. Each of the Parent and Company also shall comply with section 314(a)(4) of the TIA.

        Section 4.03    Further Instruments and Acts.    Upon request of any Trustee, the Parent and the Company will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

        Section 4.04    Limitations on Secured Debt.    (a) None of the Company, the Parent or any Restricted Subsidiary shall incur or guarantee any Debt secured by a Mortgage (the "Initial Lien") on any Principal Property of the Parent, the Company or any Subsidiary of the Parent, or on any Capital Stock of any Restricted Subsidiary that owns, directly or indirectly, a Principal Property, whether owned at the Issue Date or thereafter acquired, without the Parent or the Company effectively providing, or causing such Restricted Subsidiary to provide, that the Securities shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured; provided, however, that the Company, the Parent or any Restricted Subsidiary shall be entitled to incur or guarantee Debt secured by Mortgages on any Principal Property of the Company, the Parent or any Subsidiary of the Parent, or on any Capital Stock of any Restricted Subsidiary that owns, directly or indirectly, a Principal Property, whether owned at the Issue Date or thereafter acquired, as long as the aggregate amount of outstanding Debt secured by Mortgages incurred pursuant to this proviso, when taken together with all Attributable Debt with respect to sale and leaseback transactions involving Principal Properties of the Company, the Parent or any Restricted Subsidiary (with the exception of such transactions which are excluded pursuant to Section 4.05(b)) does not exceed 15% of Consolidated Net Tangible Assets, as determined based on the most recent available consolidated balance sheet of the Parent. Any Mortgage created for the benefit of the Holders of Securities

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pursuant to the preceding sentence shall provide by its terms that such Mortgage shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien.

        (b)   The above restriction will not apply to Debt secured by:

        (1)   purchase money Mortgages;

        (2)   Mortgages existing on any property prior to the acquisition thereof by the Parent, the Company or a Restricted Subsidiary or existing on any property of any corporation that becomes a Subsidiary after the date of this Indenture prior to the time such corporation becomes a Subsidiary or securing indebtedness that is used to pay the cost of acquisition of such property or to reimburse the Parent, the Company or a Restricted Subsidiary for that cost; provided, however, that such Mortgage shall not apply to any other property of the Parent, the Company or a Restricted Subsidiary other than improvements and accessions to the property to which it originally applies;

        (3)   Mortgages to secure the cost of development or construction of such property, or improvements of such property; provided, however, that (i) such Mortgages are released or satisfied in due course within a reasonable period after the completion of such development, construction or improvement and (ii) such Mortgages shall not apply to any other property of the Parent, the Company or any Restricted Subsidiary;

        (4)   Mortgages in favor of a governmental entity or in favor of the holders of securities issued by any such entity, pursuant to any contract or statute (including Mortgages to secure Debt of the pollution control or industrial revenue bond type) or to secure any indebtedness for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages;

        (5)   Mortgages securing indebtedness owing to the Parent, the Company or a Subsidiary Guarantor;

        (6)   Mortgages existing on the Issue Date;

        (7)   Mortgages required in connection with governmental programs which provide financial or tax benefits, as long as substantially all of the obligations secured are in lieu of or reduce an obligation that would have been secured by a lien permitted under this Indenture;

        (8)   Extensions, renewals or replacements of the Mortgages referred to in this Section 4.04(b) (other than Mortgages described in clauses (3) and (5) above) so long as the principal amount of the secured Debt is not increased and the extension, renewal or replacement is limited to all or part of the same property secured by the Mortgage so extended, renewed or replaced; or

        (9)   Mortgages in connection with sale and leaseback transactions permitted by Section 4.05(b).

        Section 4.05    Limitation on Sales and Leasebacks.    (a) None of the Parent, the Company or any Restricted Subsidiary shall enter into any sale and leaseback transaction involving any Principal Property, unless the aggregate amount of all Attributable Debt with respect to such transactions, when taken together with all secured Debt permitted under the proviso in Section 4.04(a) (and not excluded in Section 4.04(b)) would not exceed 15% of Consolidated Net Tangible Assets, as determined based on the most recent available consolidated balance sheet of the Company.

        (b)   The restriction in Section 4.05(a) shall not apply to, and there shall be excluded from Attributable Debt in any computation under Section 4.05(a), any sale and leaseback transaction if:

        (1)   the transaction is between or among two or more of the Parent, the Company and any of the Subsidiary Guarantors;

        (2)   the lease is for a period, including renewal rights, of not in excess of three years;

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        (3)   the transaction is with a governmental authority that provides financial or tax benefits;

        (4)   the net proceeds of the sale are at least equal to the fair market value of the property and, within 180 days of the transfer, the Parent, the Company or a Subsidiary Guarantor repays Funded Debt owed by them or make expenditures for the expansion, construction or acquisition of a Principal Property at least equal to the net proceeds of the sale; or

        (5)   such sale and leaseback transaction is entered into within 180 days after the acquisition or construction, in whole but not in part, of such Principal Property.

        Section 4.06    Future Guarantors.    Each of the Parent and the Company shall cause each of its Subsidiaries that guarantees any Senior Debt of the Company or the Parent after the Issue Date to, at the same time, execute and deliver to the Agent Trustee and each other applicable Trustee a Guaranty Agreement pursuant to which such Subsidiary will guarantee payment of the Securities on the same terms and conditions as those set forth in Article 10.

ARTICLE V
Merger and Consolidation

        Section 5.01    When Parent, Company or Subsidiary Guarantors May Merge or Transfer Assets.    (a) Unless otherwise provided for in a particular Series or Tranche of Securities pursuant to Section 2.02, neither the Parent nor the Company shall consolidate or amalgamate with or merge with or into, or sell, convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:

        (1)   (A) the resulting, surviving or transferee Person (the "Successor Company", in the case of the Company, or the "Successor Parent", in the case of the Parent) shall be a Person organized and existing under the laws of the United States of America or Canada, any state, province or division thereof or the District of Columbia and the Successor Company (if not the Company) or the Successor Parent (if not the Parent) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Agent Trustee and each other applicable Trustee, in form satisfactory to such Trustees, all the obligations of the Parent or the Company, as applicable, under the Securities and this Indenture and immediately after giving pro forma effect to such transaction (and treating any indebtedness or sale and leaseback transaction which becomes an obligation of the Successor Company, the Successor Parent or any Subsidiary as a result of such transaction as having been incurred at the time of such transaction), no Default shall have occurred and be continuing or (B) the Company consolidates, amalgamates, merges, sells, conveys, transfers or leases, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to another Subsidiary of the Parent as a result of which the Company receives an amount of consideration equal to no less than the fair market value of such assets as determined by the Board of Directors;

        (2)   the Parent or the Company, as applicable, shall have delivered to the Agent Trustee and each other applicable Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, sale or transfer and such supplemental indenture (if any) comply with this Indenture; and

        (3)   the Company, the Successor Company or the Successor Parent, as applicable, shall have delivered to the Agent Trustee and each other applicable Trustee an Opinion of Counsel that such transaction will not result in, or be deemed to result in, a taxable event or any withholding tax with respect to any Securityholders.

        For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Parent or the Company, which properties and assets, if held by the Parent or the Company, as the case

21

may be, instead of such Subsidiaries would constitute all or substantially all of the properties and assets of the Parent or the Company, as the case may be, on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of Parent or the Company, as applicable.

        In the case of a transaction subject to Section 5.01(a)(1)(A), the Successor Parent and the Successor Company shall be the successor to the Parent or the Company, as applicable, and shall succeed to, and be substituted for, and may exercise every right and power of, the Parent or the Company, as applicable, under this Indenture, and the predecessor Parent or the Company, as applicable, except in the case of a lease, shall be released from the obligation to pay the principal of and interest on the Securities.

        (b)   Unless otherwise provided for a particular Series or Tranche of Securities pursuant to Section 2.02, neither Parent nor the Company shall permit any Subsidiary Guarantor to consolidate or amalgamate with or merge with or into, or sell, convey, transfer or lease, in one transaction or series of transactions, all or substantially all of its assets to any Person unless: (1) except upon the occurrence of one of the events referred to clause (i), (ii) or (iii) of Section 10.06, the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the United States of America or Canada, any state or province thereof or the District of Columbia and such Person shall expressly assume all the obligations of such Subsidiary, if any, under its Subsidiary Guaranty; (2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been issued by such Person at the time of such transaction), no Default shall have occurred and be continuing; (3) the Company delivers to the Agent Trustee and each other applicable Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger or transfer and such Guaranty Agreement, if any, complies with this Indenture and all provisions applicable to such particular Series or Tranche of Securities; and (4) the Company delivers to the Agent Trustee and each other applicable Trustee an Opinion of Counsel that such transaction will not result in, or be deemed to result in, a taxable event or any withholding tax with respect to any Securityholders.

ARTICLE VI
Defaults and Remedies

        Section 6.01    Events of Default.    Unless otherwise provided for a particular Series of Securities pursuant to Section 2.02, each of the following constitutes an "Event of Default" with respect to each Series of Securities:

        (1)   the Company defaults in any payment of any installment of interest on any Security when the same becomes due and payable, and such default continues for a period of 30 days;

        (2)   the Company defaults in the payment of any installment of principal of or premium, if any, on any Security when the same becomes due and payable at its stated maturity, upon optional redemption, upon declaration of acceleration or otherwise;

        (3)   the Company or any Guarantor fails to comply with any of its covenants in the Securities or this Indenture (other than those referred to in clause (1) or (2) above) and such failure continues for 90 days after the notice specified below;

        (4)   the payment of any Debt of the Parent, the Company, any Subsidiary Guarantor or any Significant Subsidiary in a principal amount exceeding $50,000,000 is accelerated as a result of the failure of the Parent, the Company, such Subsidiary Guarantor or such Significant Subsidiary to perform any covenant or agreement applicable to such Debt, which acceleration is not rescinded or annulled within 60 days after written notice thereof;

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        (5)   the Parent (if a Guarantor) or the Company pursuant to or within the meaning of any Bankruptcy Law applicable to it:

        (A)  commences a voluntary case;

        (B)  consents to the entry of an order for relief against it in an involuntary case;

        (C)  consents to the appointment of a Custodian of it or for any substantial part of its property; or

        (D)  makes a general assignment for the benefit of its creditors;

or takes any comparable action under any foreign laws relating to insolvency and applicable to it; or

        (6)   a court of competent jurisdiction enters an order or decree under any Bankruptcy Law applicable to the Parent (if a Guarantor) or the Company that:

        (A)  is for relief against the Parent (if a Guarantor) or the Company in an involuntary case;

        (B)  appoints a Custodian of the Parent (if a Guarantor) or the Company or for any substantial part of its property; or

        (C)  orders the winding up or liquidation of the Parent (if a Guarantor) or the Company;

or any similar relief is granted under any foreign laws applicable to the Parent (if a Guarantor) or the Company and the order or decree remains unstayed and in effect for 60 days.

        The term "Bankruptcy Law" means Title 11, United States Code, the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada), or any similar United States or Canadian federal, state, or provincial law for the relief of debtors. The term "Custodian" means any receiver, interim receiver, receiver and manager, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

        Unless otherwise provided for a particular Series of Securities pursuant to Section 2.02, a Default under clause (3) is not an Event of Default with respect to a Series of Securities until any Trustee notifies, or the holders of at least 25% in principal amount of the outstanding Securities of such Series notify, the Company of the Default and the Company does not cure such Default within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a "Notice of Default".

        The Company shall deliver to the Trustees, within 30 days after the occurrence thereof, written notice in the form of an Officers' Certificate of any event which with the giving of notice or the lapse of time would become an Event of Default under clause (3), its status and what action the Company is taking or proposes to take with respect thereto.

        Section 6.02    Acceleration.    If an Event of Default specified in Section 6.01(1) or (2) occurs and is continuing with respect to any Series of Securities, the Agent Trustee or any other applicable Trustee, in its discretion, by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities of such Series by notice to the Company, the Agent Trustee and each other applicable Trustee, may declare the principal amount of (or, in the case of Original Issue Discount Securities of that Series, the portion thereof specified in terms of such Security), premium, if any, and accrued and unpaid interest on all the Securities of such Series to be due and payable. If an Event of Default specified in Section 6.01(3) or (4) occurs and is continuing, the Agent Trustee or any other applicable Trustee, in its discretion, by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities of all affected Series (all such affected Series voting

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together as a single class) by notice to the Company, the Agent Trustee and each other applicable Trustee, may declare the principal amount of (or, in the case of Original Issue Discount Securities of that Series, the portion thereof specified in terms of such Security), premium, if any, and accrued and unpaid interest on the Securities of such affected Series to be due and payable. Upon any declaration of the type described in the previous two sentences of this Section 6.02, such principal amount, premium, if any, and interest shall be due and payable immediately. If an Event of Default specified in Section 6.01(5) or (6) occurs and is continuing, the principal amount of (or, in the case of Original Issue Discount Securities of that Series, the portion thereof specified in the terms of such Security), premium, if any, and interest on all the outstanding Securities issued pursuant to this Indenture shall ipso facto become and be immediately due and payable without any declaration or other act on the part of any Trustee or any Securityholders. The Holders of a majority in principal amount of the Securities of any Series by written notice to the Agent Trustee, each other applicable Trustee and the Company may rescind an acceleration of the Securities of such Series and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the principal amount of (or, in the case of Original Issue Discount Securities of that Series, the portion thereof specified in the terms of such Security), premium, if any, or interest on the Securities of such Series that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto.

        Section 6.03    Other Remedies.    If an Event of Default with respect to any Series of Securities occurs and is continuing, the Agent Trustee and each other applicable Trustee may in its discretion pursue any available remedy to collect the payment of the principal amount of (or, in the case of Original Issue Discount Securities of that Series, the portion thereby specified in the terms of such Security), premium, if any, or interest on the Securities of that Series or to enforce the performance of any provision of the Securities of that Series or this Indenture.

        The Agent Trustee and each other applicable Trustee may in its discretion maintain a proceeding even if it does not possess any of the Securities of a Series or does not produce any of them in the proceeding. A delay or omission by the Agent Trustee or any other applicable Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default with respect to any Series of Securities shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

        Section 6.04    Waiver of Past Defaults.    The Holders of a majority in principal amount of the outstanding Securities of all Series affected thereby (all such Series or voting together as a single class) by notice to the Agent Trustee and each other applicable Trustee may waive an existing Default and its consequences except (i) a Default in the payment of the principal amount of (or, in the case of Original Issue Discount Securities of that Series, the portion thereby specified in the terms of such Security), premium, if any, or interest on a Security of that Series or, (ii) a Default arising from the failure to redeem or purchase any Security of that Series when required pursuant to the terms of this Indenture, or (iii) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder of Securities of that Series affected. When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.

        Section 6.05    Control by Majority.    The Holders of a majority in principal amount of the outstanding Securities of all affected Series (all such Series voting together as a single class) may direct the time, method and place of conducting any proceeding for any remedy available to the Agent Trustee or any other applicable Trustees or of exercising any trust or power conferred on the Agent Trustee or any other applicable Trustees with respect to that Series. However, each Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that such Trustee determines is unduly prejudicial to the rights of any other Holder of Securities of that Series or that would expose such Trustee to personal liability; provided, however, that each Trustee may take any

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other action deemed proper by such Trustee that is not inconsistent with such direction. Prior to taking any action hereunder, each Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

        Section 6.06    Limitation on Suits.    Except to enforce the right to receive payment of the principal amount of (or, in the case of Original Issue Discount Securities, the portion thereby specified in the terms of such Security), premium, if any, or interest on a Security of any Series when due, no Holder of a Security of such Series may pursue any remedy with respect to this Indenture or the Securities of that Series unless:

        (1)   the Holder gives to the Agent Trustee and each other applicable Trustee written notice stating that an Event of Default with respect to that Series is continuing;

        (2)   the Holders of at least 25% in principal amount of the outstanding Securities of all affected Series make a written request to the Agent Trustee and each other applicable Trustee to pursue the remedy;

        (3)   such Holder or Holders offer to the Agent Trustee and each other applicable Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense;

        (4)   neither the Agent Trustee nor any of the other applicable Trustees complies with the request within 60 days after receipt of the request and the offer of security or indemnity; and

        (5)   the Holders of a majority in principal amount of the outstanding Securities of that Series or of all affected Series do not give the Agent Trustee or any other applicable Trustee a direction inconsistent with the request during such 60-day period.

        A Securityholder of any Series may not use this Indenture to prejudice the rights of another Securityholder of that Series or to obtain a preference or priority over another Securityholder of that Series.

        Section 6.07    Rights of Holders to Receive Payment.    Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of the principal amount of (or, in the case of Original Issue Discount Securities, the portion thereby specified in the terms of such Security), premium, if any, and interest on the Securities held by such Holder, on or after the respective due dates expressed in the Securities, or to bring suit for the enforcement of any payment with respect to the Securities, shall not be impaired or affected without the consent of such Holder.

        Section 6.08    Collection Suit by Trustees.    If an Event of Default specified in Section 6.01(1) or (2) occurs and is continuing, the Agent Trustee and each other applicable Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.07.

        Section 6.09    Trustees May File Proofs of Claim.    The Agent Trustee and each other applicable Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of such Trustee and the Securityholders allowed in any judicial proceedings relative to the Company, its creditors or its property and, unless prohibited by law or applicable regulations, may vote on behalf of and as directed by the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustees and, in the event that the Trustees shall consent to the making of such payments directly to the Holders, to pay to the Trustees any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustees, their agents and counsel, and any other amounts due the Trustees under Section 7.07.

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        Section 6.10    Priorities.    If any Trustee collects any money or property pursuant to this Article 6 (including Section 6.08) with respect to any Series of Securities, it shall pay out the money or property in the following order:

        FIRST: to the Trustees for amounts due under Section 7.07, and if the amounts available are insufficient, then pro rata to such Trustees, in amounts proportionate to such amounts due;

        SECOND: to Securityholders for amounts due and unpaid on the Securities of that Series for principal (or, in the case of Original Issue Discount Securities, the portion thereby specified in the terms of such Security), premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal (or, in the case of Original Issue Discount Securities, the portion thereby specified in the terms of such Security), premium, if any, and interest, respectively; and

        THIRD: to the Company.

        The Agent Trustee may fix a record date and payment date for any payment to Securityholders pursuant to this Section. At least 15 days before such record date, the Company shall mail to each Securityholder and the Trustees a notice that states the record date, the payment date and amount to be paid.

        Section 6.11    Undertaking for Costs.    In any suit for the enforcement of any right or remedy under this Indenture or in any suit against any Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by any Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the outstanding Securities of any Series.

        Section 6.12    Waiver of Stay or Extension Laws.    The Company (to the extent it may lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustees or any Holder, but shall suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE VII
Trustees

        Section 7.01    Duties of Trustees.    (a) If an Event of Default with respect to any Series of Securities has occurred and is continuing, each Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person's own affairs.

        (b)   With respect to any Series of Securities:

        (1)   each Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no other duties, covenants or obligations shall be implied or read into this Indenture otherwise or inferred against such Trustee; and

        (2)   in the absence of bad faith on its part, each Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to such Trustee and conforming to the requirements of this Indenture.

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However, such Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

        (c)   Each Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

        (1)   this paragraph does not limit the effect of paragraph (b) of this Section;

        (2)   such Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that such Trustee was negligent in ascertaining the pertinent facts; and

        (3)   such Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.

        (d)   Every provision of this Indenture that in any way relates to the Trustees is subject to paragraphs (a), (b) and (c) of this Section.

        (e)   No Trustee shall be liable for interest on any money received by it except as such Trustee may agree in writing with the Company.

        (f)    Money held in trust by any Trustee need not be segregated from other funds except to the extent required by law.

        (g)   No provision of this Indenture shall require any Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.

        (h)   Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustees shall be subject to the provisions of this Section and, where applicable by law to such Trustee, to the provisions of the TIA and other applicable law.

        (i)    In the exercise of the rights, powers and duties prescribed or conferred by the terms of this Indenture, each Trustee shall act honestly, in good faith and in a commercially reasonable manner and exercise that degree of care, diligence and skill that a reasonably prudent Person would exercise in comparable circumstances and shall duly observe and comply with the provisions of any legislation and regulations which relate to the functions or role of the Canadian Trustee as a fiduciary hereunder.

        Section 7.02    Rights of Trustees.    (a) Each Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person. Such Trustee need not investigate any fact or matter stated in the document.

        (b)   Before any Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel or both. No Trustee shall be liable for any action it takes or omits to take in good faith in reliance on the Officers' Certificate or Opinion of Counsel.

        (c)   Each Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

        (d)   No Trustee shall be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, however, that such Trustee's conduct does not constitute willful misconduct or negligence.

        (e)   At the Company's expense, each Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

        (f)    Each Trustee shall have the right to disclose any information disclosed or released to it if in the opinion of such Trustee, or its legal counsel, it is required to disclose under any applicable laws,

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court order or administrative directions. No Trustee shall be responsible or liable to any party for any loss or damage arising out of or in any way sustained or incurred or in any way relating to such disclosure.

        (g)   Notwithstanding anything to the contrary which may be contained herein, no Trustee shall have any obligation to exercise any discretion in the performance of its obligations hereunder and shall only be required to act upon the express written instructions of the Company or Securityholders as the case may be. If any provision of this Indenture imposes any obligation or determination to be taken or made by any Trustee and such provision does not expressly state who shall instruct or advise such Trustee, then such instruction or advice shall be required to be provided to such Trustee by Board Resolution.

        (h)   Each Trustee and its Affiliates may buy, sell lend upon and deal in the Securities and generally contract and enter into financial transactions with the Company or otherwise, without being liable to account for any profits made thereby.

        Section 7.03    Individual Rights of Trustees.    Each Trustee, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not a Trustee. Any Service Agent, Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, each Trustee must comply with Sections 7.10 and 7.11.

        Section 7.04    Trustees' Disclaimer.    No Trustee shall be responsible for, nor does it make any representation as to, the validity or adequacy of this Indenture, the Securities or any offering materials, it shall not be accountable for the Company's use of the proceeds from the Securities, and it shall not be responsible for any statement of the Company in the Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than such Trustee's certificate of authentication.

        Section 7.05    Notice of Defaults.    If a Default with respect to Securities of any Series occurs and is continuing and if it is known to any Trustee, such Trustee (or the Agent Trustee on behalf of all Trustees) shall mail to each Securityholder of that Series notice of the Default within 90 days after it occurs. Except in the case of a Default in payment of principal of or interest on any Security (including payments pursuant to the redemption provisions of such Security, if any), each Trustee may withhold the notice if and so long as such Trustee in good faith determines that withholding the notice is in the best interests of Securityholders of the affected Series and so advises the Company or the Parent in writing. Where notice of the occurrence of a Default is given by a Trustee and the Default is thereafter cured, notice that the Default is no longer continuing shall be given by such Trustee to the Securityholders within a reasonable time, but not exceeding 90 days, after the Default has been cured.

        Section 7.06    Reports by Trustees to Holders.    Unless otherwise provided for a particular Series or Tranche of Securities pursuant to Section 2.02, if required by section 313(a) of the TIA, as promptly as practicable after each May 15, beginning with May 15, 2006, and in any event prior to July 15 in each year, the U.S. Trustee shall mail to each Securityholder a brief report dated as of May 15 that complies with TIA section 313(a). Each Trustee also shall comply with TIA section 313(b).

        A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each stock exchange (if any) on which the Securities are listed. The Company agrees to notify the Trustees promptly whenever the Securities become listed on any stock exchange and of any delisting thereof.

        Section 7.07    Compensation and Indemnity.    The Company shall pay to each Trustee from time to time reasonable compensation for its services or such compensation which they shall otherwise agree to in writing. No Trustee's compensation shall be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse each Trustee upon request for all reasonable out-of-pocket

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expenses incurred or made by it in connection with this Indenture or any matter relating to it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of such Trustee's agents, counsel, accountants and experts. The Company shall indemnify each Trustee against any and all loss, liability or expense (including attorneys' fees) it may incur in connection with the administration of this trust and the performance of its duties hereunder. Each Trustee shall notify the Company promptly of any matter for which it may seek indemnity. Failure by any Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. If a claim is brought against any Trustee, the Company shall defend the claim and such Trustee may have separate counsel and the Company shall pay the fees and expenses of such counsel. The Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by any Trustee directly as a result of such Trustee's own willful misconduct, negligence or bad faith.

        In addition to and without limiting any other protection of each Trustee hereunder or otherwise by law, the Company shall indemnify and hold each Trustee, its officers, directors, employees, representatives and agents harmless from and against any and all liabilities, losses, claims, damages, penalties, actions, suits, demands, levies, costs, expenses and disbursements, including any and all reasonable legal and adviser fees and disbursements of whatever kind or nature which may at any time be suffered by, imposed on, incurred by or asserted against such Trustee, whether groundless or otherwise, howsoever arising from or out of any act, omission or error of such Trustee in connection with its acting as Trustee hereunder unless arising from the negligence, willful misconduct or breach of its duties as set forth in Section 7.01(i) on the part of such Trustee. Notwithstanding any other provision hereof, this indemnity shall survive the removal, or resignation of such Trustee, discharge of this Indenture and termination of any trust created hereby.

        To secure the Company's payment obligations in this Section, each Trustee shall have a lien prior to the Securities on all money or property held or collected by such Trustee other than money or property received from the Company and held in trust to pay principal of and interest on particular Securities.

        The Company's payment obligations pursuant to this Section shall survive the discharge of this Indenture. When any Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(5) or (6), the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

        Section 7.08    Experts.    Each Trustee may appoint such agents and employ or retain such counsel, accountants, engineers, appraisers or other experts or advisers as it may reasonably require for the purpose of discharging its duties hereunder and shall not be responsible for any misconduct on the part of any of them. Each Trustee may pay remuneration for all services performed for it in the discharge of the trusts hereof without taxation for costs or fees of any counsel, solicitor or attorney. Each Trustee may act and rely and shall be protected in acting and relying on in good faith on the opinion or advice of or information obtained from any agent, counsel, accountant, engineer, appraiser or other expert or adviser, whether retained or employed by the Company, Securityholders or any Trustee, in relation to any matter arising in the performance of its duties under this Indenture.

        Section 7.09    Replacement of a Trustee.    Any Trustee may resign at any time with respect to any Series or Tranche of Securities by so notifying the Company not less than 60 days prior to the effective date of such resignation. The Holders of a majority in principal amount of the outstanding Securities of any Series or Tranche may remove any Trustee with respect to that Series or Tranche by so notifying such Trustee. The Company shall remove a Trustee if:

        (1)   such Trustee fails to comply with Section 7.11;

        (2)   such Trustee is adjudged bankrupt or insolvent;

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        (3)   a receiver or other public officer takes charge of such Trustee or its property; or

        (4)   such Trustee otherwise becomes incapable of acting.

        If any Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the outstanding Securities of any Series or Tranche or if a vacancy exists in the office of a Trustee for any reason (the Trustee in each such event being referred to herein as the "Retiring Trustee"), the Company shall promptly appoint a successor Trustee.

        A successor Trustee shall deliver a written acceptance of its appointment to the Retiring Trustee and to the Company. Thereupon the resignation or removal of the Retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of a Trustee under this Indenture. A successor Trustee with respect to any Series or Tranche of Securities shall mail a notice of its succession to the outstanding Securityholders of that Series or Tranche. The Retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07.

        If a successor Trustee with respect to any Series or Tranche of Securities does not take office within 60 days after the Retiring Trustee resigns or is removed, the Retiring Trustee or the Holders of 10% in principal amount of the outstanding Securities of that Series or Tranche may petition any court of competent jurisdiction for the appointment of a successor Trustee.

        If any Trustee with respect to any Series or Tranche of Securities fails to comply with Section 7.11, any outstanding Securityholder of that Series or Tranche may petition any court of competent jurisdiction for the removal of such Trustee and the appointment of a successor Trustee.

        Notwithstanding the replacement of any Trustee pursuant to this Section, the Company's obligations under Section 7.07 shall continue for the benefit of the Retiring Trustee.

        Section 7.10    Successor Trustee by Merger.    If any Trustee consolidates or amalgamates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee with respect to such Trustee.

        In case at the time such successor or successors by merger, conversion, amalgamation or consolidation to the Agent Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Agent Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Agent Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Agent Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Agent Trustee shall have.

        Section 7.11    Eligibility; Disqualification.    (a) Each Trustee shall at all times satisfy the requirements of TIA section 310(a). Each Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. Each Trustee shall comply with TIA section 310(b); provided, however, that there shall be excluded from the operation of TIA section 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Company are outstanding if the requirements for such exclusion set forth in TIA section 310(b)(1) are met.

        (b)   The Canadian Trustee represents and warrants to the Company and the Parent that it is a trust company organized under the laws of Canada or a province thereof and is authorized under such laws and the laws of each province of Canada to carry on trust business therein. If at any time the Canadian Trustee shall cease to be eligible in accordance with this Section 7.11, it shall resign

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immediately in the manner and with the effect hereinafter specified in Section 7.09. Any Trustee which is a successor to or is appointed as a replacement of the Canadian Trustee shall meet the qualifications set out in this Section 7.11. Notwithstanding any other provision hereof, requirements of the TIA specified herein shall be applicable to the Canadian Trustee only to the extent applicable by law.

        (c)   Each Trustee (including the Agent Trustee in its capacity as such) represents and warrants to the Company and the Parent that at the date of the execution and delivery of this Indenture there exists no material conflict of interest in such Trustee's role as a fiduciary hereunder. If at any time a material conflict of interest (including a conflicting interest as defined in Section 310(b) of the TIA) exists in respect of any such Trustee's role as a fiduciary under this Indenture that is not eliminated within 90 days after such Trustee becomes aware that such a material conflict of interest exists, such Trustee shall resign from the trusts under this Indenture by giving notice in writing of such resignation and the nature of such conflict to the Company at least 21 days prior to the date upon which such resignation is to take effect, and shall on such date be discharged from all further duties and liabilities hereunder. The validity and enforceability of this Indenture and any Securities shall not be affected in any manner whatsoever by reason only of the existence of a material conflict of interest of a Trustee (including the Agent Trustee, in its capacity as such).

        Section 7.12    Preferential Collection of Claims Against Company.    Each Trustee shall comply with TIA section 311(a), excluding any creditor relationship listed in TIA section 311(b). A Trustee who has resigned or been removed shall be subject to TIA section 311(a) to the extent indicated.

        Section 7.13    Securityholder List.    A Securityholder may, upon payment to a Trustee of a reasonable fee and subject to compliance with any applicable requirement of the TIA, require such Trustee to furnish within 10 days after delivering the affidavit or statutory declaration referred to below, a list setting out (i) the name and address of every registered Securityholder, (ii) the aggregate principal amount of Securities owned by each registered Securityholder and (iii) the aggregate principal amount of outstanding Securities, each as shown on the records of such Trustee on the day that the affidavit or statutory declaration is delivered to such Trustee. The affidavit or statutory declaration, as the case may be, shall contain (1) the name, address and occupation of the requesting Securityholder, (2) where the requesting Securityholder is a corporation, its name and address for service and (3) a statement that the list will not be used except in connection with an effort to influence the voting of the Securityholders, an offer to acquire Securities or any other matter relating to the Securities or the affairs of the Company. Where the requesting Securityholder is a corporation, the affidavit or statutory declaration shall be made by a director or officer of the Securityholder.

        Section 7.14    Initial Appointment of Trustees.    The Company hereby appoints (i) TD Banknorth, National Association as the initial U.S. Trustee and the initial Agent Trustee and (ii) The Canada Trust Company as the initial Canadian Trustee, and TD Banknorth, National Association and The Canada Trust Company hereby accept such respective appointments. Notwithstanding any other provision of this Indenture, if any duty or obligation of a Trustee (including the Agent Trustee) relates to Securities denominated in Canadian Dollars and Holders thereof, the Canadian Trustee shall have such duty or obligation, and such other provision, including any reference to the Agent Trustee or the U.S. Trustee therein, shall be interpreted to give effect to this paramount provision.

ARTICLE VIII
Discharge of Indenture; Defeasance

        Section 8.01    Discharge of Liability on Securities; Defeasance.    (a) When (1) the Company delivers to the Agent Trustee all outstanding Securities of a Series or Tranche (other than Securities replaced pursuant to Section 2.08) for cancellation or (2) all outstanding Securities of a Series or Tranche have become due and payable, whether at maturity or on a redemption date as a result of the mailing of a notice of redemption pursuant to Article 3 hereof and the Company irrevocably deposits with the

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Agent Trustee funds sufficient to pay at maturity or upon redemption all outstanding principal and other amounts, if any, payable on the Securities of that Series or Tranche, including interest thereon to maturity or such redemption date (other than Securities replaced pursuant to Section 2.08), and if in either case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, as it relates to that Series or Tranche, as the case may be, subject to Section 8.01(c), cease to be of further effect. The Agent Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officers' Certificate and an Opinion of Counsel and at the cost and expense of the Company.

        (b)   Subject to Sections 8.01(c) and 8.02, the Company at any time may terminate (1) all its obligations under the Securities of any Series or Tranche and this Indenture with respect to such Series or Tranche ("legal defeasance option") or (2) its obligations with respect to any Series or Tranche of Securities under the covenants contained in one or more supplemental indentures establishing the terms of such Series or Tranche and the operation of Section 6.01(4) and the limitations contained in Section 5.01(b) with respect to such Series or Tranche ("covenant defeasance option"). The Company may exercise its legal defeasance option with respect to any Series or Tranche of Securities notwithstanding its prior exercise of its covenant defeasance option with respect to that Series or Tranche. The Company may exercise its legal defeasance option or covenant defeasance option with respect to a Tranche or Series without exercising such option with respect to any other Tranche or Series.

        If the Company exercises its legal defeasance option with respect to any Series or Tranche of Securities, payment of the Securities of such Series or Tranche, as the case may be, may not be accelerated because of an Event of Default with respect thereto. If the Company exercises its covenant defeasance option with respect to any Series or Tranche of Securities, payment of the Securities of such Series or Tranche, as the case may be, may not be accelerated because of an Event of Default specified in Section 6.01(4) or because of the failure of the Company to comply with Section 5.01(b). If the Company exercises its legal defeasance option or its covenant defeasance option with respect to any Series or Tranche of Securities, each Subsidiary Guarantor, if any, shall be released from all its obligations with respect to its Subsidiary Guaranty with respect to that Series or Tranche, as the case may be.

        Upon satisfaction of the conditions set forth herein and upon request of the Company, the Agent Trustee shall acknowledge in writing the discharge of those obligations that the Company terminates, subject to Section 8.06.

        (c)   Notwithstanding clauses (a) and (b) above, the Company's obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 7.07 and 7.08 and in this Article 8, with respect to each Series or Tranche of Securities shall survive until all the Securities of that Series or Tranche, as the case may be, have been paid in full. Thereafter, the Company's obligations in Sections 7.07, 8.04 and 8.05 shall survive.

        Section 8.02    Conditions to Defeasance.    The Company may exercise its legal defeasance option or its covenant defeasance option (provided that with respect to covenant defeasance such defeasance is provided for in the applicable supplemental indenture hereto) with respect to any Series or Tranche of Securities only if:

        (1)   the Company irrevocably deposits in trust with the Agent Trustee money or U.S. Government Obligations, or with respect to Securities denominated in Canadian Dollars, Canadian Government Obligations, for the payment of principal of, and premium, interest and any mandatory sinking fund payments on, all the Securities of that Series or Tranche, as the case may be, to maturity or redemption or due date of such payments in accordance with this Indenture and the Securities, as the case may be;

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        (2)   the Company delivers to the Agent Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations or Canadian Government Obligations, as the case may be, plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, interest, and any mandatory sinking fund payments when due on all the Securities of that Series or Tranche, as the case may be, to maturity or redemption or due date of such payments in accordance with this Indenture and the Securities, as the case may be;

        (3)   123 days pass after the deposit is made and during the 123-day period no Default specified in Sections 6.01(5) or 6.01(6) occurs which is continuing at the end of the 123-day period;

        (4)   the deposit does not constitute a default under any other agreement binding on the Company;

        (5)   the Company delivers to the Agent Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or if it does so constitute, is qualified as, a regulated investment company under the Investment Company Act of 1940;

        (6)   in the case of the legal defeasance option, the Company shall have delivered to the Agent Trustee (i) an Opinion of Counsel stating that since the date of this Indenture there has been a change in the applicable United States federal income tax law, or a ruling published by the United States Internal Revenue Service, and under such change in the applicable United States federal income tax law or ruling, defeasance and discharge will not result in, or be deemed to result in, a taxable event or any withholding tax with respect to the Securityholder of that Series or Tranche, as the case may be, and (ii) an Opinion of Counsel stating that, based on applicable Canadian federal income tax law or a ruling granted by the Canadian Revenue Agency, such defeasance and discharge will not result in, or be deemed to result in, a taxable event or any withholding tax with respect to the Securityholders of that Series or Tranche, as the case may be;

        (7)   in the case of the covenant defeasance option, the Company shall have delivered to the Agent Trustee (i) an Opinion of Counsel to the effect that, based upon applicable United States Federal income tax law, or a ruling published by the United States Internal Revenue Service, such defeasance and discharge will not result in, or be deemed to result in, a taxable event or any withholding tax with respect to the Securityholder of that Series or Tranche, as the case may be, and (ii) an Opinion of Counsel stating that, based on applicable Canadian federal income tax law or a ruling granted by the Canadian Revenue Agency, such defeasance and discharge will not result in, or be deemed to result in, a taxable event or any withholding tax with respect to the Securityholders of that Series or Tranche, as the case may be;

        (8)   the Company delivers to the Agent Trustee an Opinion of Counsel in the jurisdiction of organization of the Company (if other than the United States) to the effect that (A) Holders of that Series or Tranche, as the case may be, will not recognize income, gain or loss for income tax purposes of such jurisdiction as a result of such deposit or defeasance or both, and (B) will be subject to income tax of such jurisdiction on the same amounts, and in the same manner and at the same times as would have been the case if such deposit or defeasance or both had not occurred; and

        (9)   the Company delivers to the Agent Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities as contemplated by this Article 8 have been complied with.

        Before or after a deposit, the Company may make arrangements satisfactory to the Agent Trustee for the redemption of Securities at a future date in accordance with Article 3.

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        Section 8.03    Application of Trust Money.    (a) Each Trustee shall hold in trust any money or U.S. Government Obligations, or with respect to Securities denominated in Canadian Dollars, Canadian Government Obligations, deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from U.S. Government Obligations and Canadian Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Securities of the particular Series or Tranche for which such moneys have been deposited.

        (b)   During the term of this Indenture, no Trustee shall have an obligation to invest or reinvest any money, U.S. Government Obligations, Canadian Government Obligations or other securities deposited or received hereunder, except as specifically directed by the Company in writing. Any interest or other income received on such U.S. Government Obligations, Canadian Government Obligations or other securities deposited or received hereunder, or from investment and reinvestment of the money, U.S. Government Obligations, Canadian Government Obligations or other securities deposited or received hereunder shall become part of the property held hereunder and any losses incurred on such investment and reinvestment of such property shall be debited against the property held hereunder.

        Section 8.04    Repayment to Company.    Each Trustee and the Paying Agent shall promptly turn over to the Company upon request any excess money or securities held by them at any time.

        Subject to any applicable abandoned property law, each Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Securityholders entitled to the money must look to the Company for payment as general creditors.

        Section 8.05    Indemnity for Government Obligations.    The Company shall pay and shall indemnify each Trustee against any tax, fee or other charge imposed on or assessed against deposited money, U.S. Government Obligations, Canadian Government Obligations or the principal and interest received on such money, U.S. Government Obligations or Canadian Government Obligations.

        Section 8.06    Reinstatement.    If any Trustee or Paying Agent is unable to apply any money, U.S. Government Obligations or Canadian Government Obligations in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company's obligations under this Indenture and the applicable Series or Tranche of Securities and the Subsidiary Guarantors' obligations under their respective Subsidiary Guaranties shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustees or Paying Agent are permitted to apply all such money, U.S. Government Obligations or Canadian Government Obligations in accordance with this Article 8; provided, however, that, if the Company has made any payment of interest on or principal of any Securities of that Series or Tranche because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money, U.S. Government Obligations or Canadian Government Obligations deposited with and held by the Trustees or Paying Agent.

ARTICLE IX
Amendments

        Section 9.01    Without Consent of Holders.    The Company, the Guarantors and the Agent Trustee and other applicable Trustees may amend or supplement this Indenture or the Securities without notice to or consent of any Securityholder:

        (1)   to cure any ambiguity, omission, defect or inconsistency in this Indenture;

        (2)   to comply with Article 5;

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        (3)   to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code;

        (4)   in the case of subordinated Securities, to make any change in the provisions of this Indenture or any supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of Senior Debt (as defined in the applicable Board Resolution, supplemental indenture hereto or Officers' Certificate related to such Series of subordinated Securities) under such provisions (but only if each such holder of Senior Debt under such provisions consents to such change);

        (5)   to add guarantees with respect to the Securities, including any Subsidiary Guaranties, or to secure the Securities;

        (6)   to add to the covenants of the Company or any Guarantor for the benefit of the Holders of all or any Series of Securities, to add Events of Default or to surrender any right or power herein conferred upon the Company or any Guarantor;

        (7)   to comply with any requirement of the SEC in connection with qualifying, or maintaining the qualification of, this Indenture under the TIA;

        (8)   to make any change that does not adversely affect the rights of any Securityholder;

        (9)   to evidence the acceptance of appointment of a successor or separate Trustee;

        (10) to add to, change, or eliminate any of the provisions of this Indenture with respect to one or more Series of Securities, so long as any such addition, change or elimination not otherwise permitted under this Indenture shall (A) neither apply to any Security of any Series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor modify the rights of the Holders of any such Security with respect to the benefit of such provision or (B) become effective only when there is no such prior Security outstanding;

        (11) to evidence and provide for the acceptance of appointment by a successor or separate Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary or desirable to provide for or facilitate the administration of this Indenture by additional Trustees; or

        (12) to establish the form or terms of Securities and coupons of any Series pursuant to Article 2 and to change the procedures for transferring and exchanging Securities of any Series so long as such change does not adversely affect the holders of any outstanding Securities (except as required by applicable securities laws); or

        (13) to secure any Series of the Securities.

        After an amendment under this Section becomes effective, the Company shall mail to Securityholders a notice briefly describing such amendment. The failure to give such notice to all Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

        Section 9.02    With Consent of Holders.    The Company, the Guarantors, the Agent Trustee and any other applicable Trustees may amend this Indenture or the Securities of any Series with the written consent of the Holders of at least a majority in principal amount of the Securities of each Series then outstanding (including consents obtained in connection with a tender offer or exchange for the

35

Securities) affected by such amendment (all such affected Series voting together as a single class). However, without the consent of each Securityholder affected thereby, an amendment may not:

        (1)   reduce the amount of Securities whose Holders must consent to an amendment;

        (2)   reduce the rate of or extend the time for payment of interest on any Security;

        (3)   reduce the principal amount (or premium, if any) of or extend the final maturity of any Security;

        (4)   reduce the amount payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3;

        (5)   make any Security payable in money other than that stated in the Security;

        (6)   make any changes in the ranking or priority of any Security that would adversely affect the Securityholders;

        (7)   make any change in Section 6.04 or 6.05 or the second sentence of this Section;

        (8)   make any change in the Parent Guaranty or any Subsidiary Guaranty that would adversely affect the Securityholders; or

        (9)   subject to Section 6.06, impair the right of any Holder of a Security of any Series to institute suit for the payment of principal amount of (or in the case of Original Issue Discount Securities, the portion thereby specified in the terms of such Security), premium, if any, or interest on a Security of such Series when due.

        It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

        After an amendment under this Section becomes effective, the Company shall mail to all affected Securityholders a notice briefly describing such amendment. The failure to give such notice to all such Securityholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

        Every amendment to this Indenture or the Securities shall be set forth in a supplemental indenture. A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more Holders of a particular Series of Securities, or which modifies the rights of the Holders of Securities of such Series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of any other Series of Securities.

        Section 9.03    Compliance with Trust Indenture Act.    Every amendment to this Indenture or the Securities shall comply with the TIA as then in effect and otherwise with applicable law.

        Section 9.04    Revocation and Effect of Consents and Waivers.    A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder's Security, even if notation of the consent or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder's Security or portion of the Security if the Agent Trustee or any other applicable Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. After an amendment or waiver becomes effective, it shall bind every Securityholder of that particular Series. An amendment or waiver becomes effective upon the execution of such amendment or waiver by the Agent Trustee and each other applicable Trustee.

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        The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Securityholders of a particular Series entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture or any applicable supplemental indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent, to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.

        Section 9.05    Notation on or Exchange of Securities.    If an amendment changes the terms of a Security, the Agent Trustee may require the Holder of the Security to deliver it to the Agent Trustee. The Agent Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Company or the Agent Trustee so determines, the Company in exchange for the Security shall issue and execute and the Agent Trustee shall authenticate and deliver a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue, execute, authenticate or deliver a new Security shall not affect the validity of such amendment.

        Section 9.06    Trustees To Sign Amendments.    Each Trustee shall sign any amendment, consent or waiver authorized pursuant to this Article 9 if the amendment consent or waiver does not adversely affect the rights, duties, liabilities or immunities of such Trustee. If it does, such Trustee may but need not sign it. In signing such amendment, consent or waiver, such Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers' Certificate and an Opinion of Counsel stating that such amendment consent or waiver is authorized or permitted by this Indenture or the applicable supplemental indenture.

        Section 9.07    Payment for Consent.    Neither the Company nor any Affiliate of the Company shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or any Subsidiary Guaranty or the Securities unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

ARTICLE X
Guaranties

        Section 10.01    Guaranties.    If Guaranties have been provided for any particular Series of Securities pursuant to Section 2.02, each applicable Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally, to each Holder of Securities of such Series, to the Agent Trustee and to each other applicable Trustee and its successors and assigns (a) the full and punctual payment of all of the principal of, and any premium and interest on, the Securities of such Series when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under this Indenture and the Securities of such Series and (b) the full and punctual performance within applicable grace periods of all other obligations of the Company under this Indenture with respect to the Securities of such Series and under the Securities of such Series (all the foregoing being hereinafter collectively called the "Guaranteed Obligations"). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation.

        In addition, if Guaranties have been provided pursuant to Section 2.02 for a particular Series of Securities, each applicable Guarantor waives (1) presentation to, demand of, payment from and protest

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to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment and (2) notice of any default under the Securities of such Series or the Guaranteed Obligations, and agrees that the Holders of such Securities may exercise their rights of enforcement under its Guaranty without first exercising their rights of enforcement directly against the Company. The obligations of each Guarantor hereunder shall not be affected by (a) the failure of any Holder or any Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal of any thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or any Trustee for the Guaranteed Obligations or any of them; (e) the failure of any Holder or any Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (f) any change in the ownership of such Guarantor.

        If Guaranties have been provided for a particular Series of Securities pursuant to Section 2.02, each applicable Guarantor further agrees that its Guaranty constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or any Trustee to any security held for payment of the Guaranteed Obligations.

        If Guaranties have been provided for a particular Series of Securities pursuant to Section 2.02, and except as expressly set forth in Sections 8.01(b), 10.02 and 10.06, the obligations of each applicable Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or any Trustee to assert any claim or demand or to enforce any remedy under this Indenture, the Securities or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of such Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity.

        If Guaranties have been provided for a particular Series of Securities pursuant to Section 2.02, each applicable Guarantor further agrees that its Guaranteed Obligations herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of, or premium or interest on, any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or any Trustee upon the bankruptcy or reorganization of the Company or otherwise.

        In furtherance of the foregoing and not in limitation of any other right which any Holder or any Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of, or premium or interest on, any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by any Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Agent Trustee an amount equal to the sum of (1) the unpaid amount of such Guaranteed Obligations, (2) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by law) and (3) all other monetary Guaranteed Obligations of the Company to the Holders and the Trustees.

        Each Guarantor agrees that, as between it, on the one hand, and the Holders and the Trustees, on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in Article 6 for the purposes of such Guarantor's Guaranty herein, notwithstanding any stay, injunction or

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other prohibition preventing such acceleration in respect of the Guaranteed Obligations, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section.

        If Guaranties have been provided for a particular Series of Securities pursuant to Section 2.02, each applicable Guarantor also agrees to pay any and all costs and expenses (including reasonable fees and expenses of attorneys and other agents) incurred by any Trustee or any Holder in enforcing any rights under this Section.

        Section 10.02    Limitation on Liability.    Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations by any Subsidiary Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Indenture, as it relates to such Guarantor, or the applicable supplemental indenture voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

        Section 10.03    Successors and Assigns.    If Guaranties have been provided for a particular Series of Securities pursuant to Section 2.02, this Article 10 shall be binding upon each Guarantor so providing a Guaranty with respect to such Series and its successors and assigns and shall inure to the benefit of the successors and assigns of the Trustees and the Holders and, in the event of any transfer or assignment of rights by any Holder or any Trustee, the rights and privileges conferred upon that party in this Indenture and in such Series of Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

        Section 10.04    No Waiver.    Neither a failure nor a delay on the part of any Trustee or the Holders in exercising any right, power or privilege under this Article 10 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of each Trustee and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which they may have under this Article 10 or this Indenture at law, in equity, by statute or otherwise.

        Section 10.05    Modification.    No modification, amendment or waiver of any provision of this Article 10, nor the consent to any departure by any Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Agent Trustee and each other applicable Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in the same, similar or other circumstances.

        Section 10.06    Release of Subsidiary Guarantor.    Upon (i) the sale or other disposition (including by way of consolidation, amalgamation or merger), in one transaction or a series of related transactions, of a majority of the total voting power of the capital stock or other interests of a Subsidiary Guarantor or (ii) the sale or other disposition of all or substantially all the assets of such Subsidiary Guarantor or if (iii) at any time when no Default has occurred and is continuing, such Subsidiary Guarantor no longer guarantees any other debt of the Parent, the Company or any other Subsidiary Guarantor, such Subsidiary Guarantor shall be deemed released from all obligations under this Article 10 without any further action required on the part of any Trustee or any Holder; provided, however, that, in each of cases (i) and (ii) above, such sale or disposition is to a Person other than the Parent, the Company or any of their respective Affiliates. At the request of the Company, each Trustee shall execute and deliver an appropriate instrument evidencing such release.

        Section 10.07    Contribution.    If Guaranties have been provided for a particular Series of Securities pursuant to Section 2.02, each Subsidiary Guarantor that makes a payment under its Subsidiary Guaranty shall be entitled upon payment in full of all Guaranteed Obligations with respect

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to such Series to a contribution from each other Subsidiary Guarantor so providing a Subsidiary Guaranty with respect to such Series of Securities in an amount equal to such other Subsidiary Guarantor's pro rata portion of such payment based on the respective net assets of all the Subsidiary Guarantors so providing a Subsidiary Guaranty with respect to such Series of Securities at the time of such payment determined in accordance with GAAP.

ARTICLE XI
Miscellaneous

        Section 11.01    Trust Indenture Act Controls.    If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA or otherwise by applicable law, the required provision shall control.

        Section 11.02    Notices.    Any notice or communication shall be in writing and delivered in person or mailed by first-class mail addressed as follows:

        if to the Company or any Guarantor:

Molson Coors Capital Finance ULC
311 10th Street
Golden, Colorado 80401-0030
Attention: Chief Legal Officer

        if to the U.S. Trustee or Agent Trustee:

TD Banknorth Wealth Management Group
Corporate Trust Department
2300 St. George Road / P.O. Box 1350
Williston, Vermont 05495
Attention: Brent Raymond
Facsimile: (802) 879-2216

        if to the Canadian Trustee:

The Canada Trust Company
TD Waterhouse Tower
79 Wellington Street West, 8^th Floor
Toronto, Ontario
M5K1A2
Attention:    Assistant Vice President
                    Corporate Trust
Facsimile:    (416) 983-2044

        The Company, any Guarantor or any Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

        Any notice or communication mailed to a Securityholder shall be mailed to the Securityholder at the Securityholder's address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

        Failure to mail a notice or communication to a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

        Section 11.03    Communication by Holders with Other Holders.    Securityholders may communicate pursuant to TIA section 312(b) with other Securityholders with respect to their rights under this

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Indenture or the Securities. The Company, any Guarantor, any Trustee, the Registrar and anyone else shall have the protection of TIA section 312(c).

        Section 11.04    Certificate and Opinion as to Conditions Precedent.    Upon any request or application by the Company or the Parent to the Trustees to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustees:

        (1)   an Officers' Certificate in form and substance reasonably satisfactory to the applicable Trustees stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

        (2)   an Opinion of Counsel in form and substance reasonably satisfactory to the applicable Trustees stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

        Section 11.05    Statements Required in Certificate or Opinion.    Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:

        (1)   a statement that the individual making such certificate or opinion has read and understands such covenant or condition;

        (2)   a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

        (3)   a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

        (4)   a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

        Section 11.06    When Securities Disregarded.    In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether any Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which such Trustee knows are so owned shall be so disregarded. Also, subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination.

        Section 11.07    Rules by Trustees, Paying Agent and Registrar.    The Trustees may make reasonable rules for action by or a meeting of Securityholders; provided that Securityholders representing a majority of the outstanding principal amount of the Securities of any Series shall be entitled to direct the applicable Trustee(s) to call such a meeting. The Registrar and the Paying Agent may make reasonable rules for their functions.

        Section 11.08    Legal Holidays.    A "Legal Holiday" is a Saturday, a Sunday or a day on which banking institutions are authorized or required by law or executive order to close in the City of New York, New York or Toronto, Ontario, Canada. If a payment date is a Legal Holiday, payment shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the record date shall not be affected.

        Section 11.09    Governing Law.    This Indenture and the Securities shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

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        Section 11.10    No Recourse Against Others.    A director, officer, employee or stockholder, as such, of the Company or any Guarantor shall not have any liability for any obligations of the Company under the Securities or this Indenture or of such Guarantor under its Guaranty or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release shall be part of the consideration for the issue of the Securities.

        Section 11.11    Successors.    All agreements of the Company and the Guarantors in this Indenture and the Securities shall bind their respective successors. All agreements of each Trustee in this Indenture shall bind its successors.

        Section 11.12    Appointment of Authorized Agent.    By execution and delivery of this Agreement, the Company 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 17th 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, 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 United States 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 Company in care of the Authorized Agent at the address specified above for the Authorized Agent and obtaining a receipt therefor, and the Company hereby irrevocably authorizes and directs the Authorized Agent to accept such service on its behalf.

        If the Authorized Agent is amalgamated or 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 amalgamated or 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 Company shall appoint another United States subsidiary of Parent or CT Corporation System as the authorized agent for service of process.

        Section 11.13    Multiple Originals.    The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture.

        Section 11.14    Table of Contents; Headings.    The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

        Section 11.15    Language of Notices, Etc.    Any request, demand, authorization, direction, notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the company of publication, or unless otherwise required by applicable law.

        Section 11.16    Submission to Jurisdiction.    Each of the Issuer and the Guarantors (i) submits for itself and its property in any legal action or proceeding relating to this Indenture, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts, waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any

42

substantially similar form of mail), postage prepaid, to the address of the Authorized Agent it at its address set forth above at such other address of which the Trustees shall have been notified pursuant thereto; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

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        IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

MOLSON COORS CAPITAL FINANCE ULC
By:	/s/  ANNITA M. MENOGAN
	Name:	Annita M. Menogan
	Title:	Secretary
GUARANTORS
MOLSON COORS BREWING COMPANY COORS BREWING COMPANY COORS DISTRIBUTING COMPANY COORS WORLDWIDE, INC. COORS INTERCONTINENTAL, INC. COORS BREWING COMPANY INTERNATIONAL, INC.
By:	/s/  ANNITA M. MENOGAN
	Name:	Annita M. Menogan
	Title:	Authorized Officer
COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P.
By: Coors Global Properties, Inc. Title: General Partner
By:	/s/  SAMUEL D. WALKER
	Name:	Samuel D. Walker
	Title:	Chairman and Director
COORS GLOBAL PROPERTIES, INC.
By:	/s/  SAMUEL D. WALKER
	Name:	Samuel D. Walker
	Title:	Chairman and Director

U.S. TRUSTEE AND AGENT TRUSTEE
TD BANKNORTH, NATIONAL ASSOCIATION
By:	/s/  BRENT J. RAYMOND
	Name:	Brent J. Raymond, C.C.T.S.
	Title:	Corporate Trust Advisor Assistant Vice President
CANADIAN TRUSTEE
THE CANADA TRUST COMPANY
By:	/s/  KATHRYN T. THORPE
	Name:	Kathryn T. Thorpe
	Title:	Authorized Signatory
By:	/s/  SUSAN KHOKHER
	Name:	Susan Khokher
	Title:	Authorized Signatory

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Exhibit 4.1

ARTICLE IV Covenants
ARTICLE V Merger and Consolidation
ARTICLE VI Defaults and Remedies
ARTICLE VII Trustees

EX-4.2

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Exhibit 4.2

FIRST SUPPLEMENTAL INDENTURE

DATED AS OF SEPTEMBER 22, 2005

to

INDENTURE

dated as of September 22, 2005

among

MOLSON COORS CAPITAL FINANCE ULC,

as Issuer

THE GUARANTORS NAMED THEREIN,

as Guarantors

and

TD BANKNORTH, NATIONAL ASSOCIATION,

as U.S. Trustee and Agent Trustee

TABLE OF CONTENTS

			Page
ARTICLE I    Definitions			2
ARTICLE II    Designation and Terms of the Securities			3
	Section 2.01	Title and Aggregate Principal Amount	3
	Section 2.02	Execution	3
	Section 2.03	Other Terms and Form of the Securities	3
	Section 2.04	Further Issues; Single Tranche	4
	Section 2.05	Interest and Principal	4
	Section 2.06	Place of Payment	4
	Section 2.07	Depositary; Registrar	5
	Section 2.08	Deemed Value of Canadian Denominated Securities	5
	Section 2.09	Sinking Fund	5
	Section 2.10	Taxes	5
ARTICLE III    Redemption of the Securities			6
	Section 3.01	Optional Redemption	6
	Section 3.02	Tax Redemption Event	8
ARTICLE IV    Guaranties			8
	Section 4.01	Parent Guaranty	8
	Section 4.02	Subsidiary Guaranties	8
ARTICLE V    Miscellaneous			8
	Section 5.01	Ratification of Original Indenture: Supplemental Indentures Part of Original Indenture	8
	Section 5.02	Concerning the Agent Trustee and U.S. Trustee	8
	Section 5.03	Counterparts	9
	Section 5.04	Judgment Currency	9
Appendix:	144A/Reg S
Exhibit A	Form of Initial U.S. Denominated Security
Exhibit B	Form of Exchange Security

        FIRST SUPPLEMENTAL INDENTURE, dated as of September 22, 2005 (this "First Supplemental Indenture"), to the Indenture dated as of September 22, 2005 (the "Original Indenture"), among MOLSON COORS CAPITAL FINANCE ULC, a Nova Scotia unlimited liability company (the "Company"), MOLSON COORS BREWING COMPANY, a Delaware corporation (the "Parent Guarantor"), COORS BREWING COMPANY, a Colorado corporation, COORS DISTRIBUTING COMPANY, a Colorado corporation, COORS WORLDWIDE, INC., a Colorado corporation, COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P., a Colorado limited liability limited partnership, COORS GLOBAL PROPERTIES, INC., a Colorado corporation, COORS INTERCONTINENTAL, INC., a Colorado corporation, and COORS BREWING COMPANY INTERNATIONAL, INC., a Colorado corporation (collectively, the "Subsidiary Guarantors" and, together with the Parent Guarantor, the "Guarantors") and TD BANKNORTH, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, as U.S. Trustee (the "U.S. Trustee") and as Agent Trustee (the "Agent Trustee").

        WHEREAS, the Company, the Guarantors, the U.S. Trustee and The Canada Trust Company, a trust company duly amalgamated and existing under the laws of Canada, as Canadian Trustee (the "Canadian Trustee" and, together with the U.S. Trustee, the "Trustees"), have heretofore executed and delivered the Original Indenture to provide for the issuance from time to time of Securities (as defined in the Original Indenture) of the Company, to be issued in one or more Series;

        WHEREAS, Sections 2.01, 2.02 and 9.01 of the Original Indenture provide, among other things, that the Company and either or both of the Trustees may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the designation, form, terms and conditions of Securities of any Series as permitted by Sections 2.01, 2.02 and 9.01 of the Original Indenture;

        WHEREAS, the Company (i) desires the issuance of a Series of Securities containing two Tranches to be designated as hereinafter provided, (ii) has requested the U.S. Trustee to enter into this First Supplemental Indenture for the purpose of establishing the designation, form, terms and conditions of the Securities of one Tranche of such Series to be issued in U.S. Dollar denominations (the "U.S. Denominated Securities"), and (iii) has requested the Canadian Trustee to enter into a Second Supplemental Indenture (the "Second Supplemental Indenture") for the purpose of establishing the designation, form, terms and conditions of the Securities of one Tranche of such Series to be issued in Canadian Dollar denominations (the "Canadian Denominated Securities");

        WHEREAS, the Parent Guarantor and the Subsidiary Guarantors will guarantee the Series of Securities being issued pursuant to this First Supplemental Indenture and the Second Supplemental Indenture;

        WHEREAS, the Company has duly authorized the creation of an issue of its 4.85% Senior Notes due 2010 and its 5.00% Senior Notes due 2015 (collectively, the "Notes", which term includes any securities issued under this First Supplemental Indenture and any securities issued under the Second Supplemental Indenture, including any Exchange Securities that may be issued as provided in the Appendix to this First Supplemental Indenture, any Additional Securities, any Exchange Securities that may be issued as provided in the Appendix to the Second Supplemental Indenture and any additional securities that may be issued under the Second Supplemental Indenture, all such Notes to be deemed and treated collectively as a single Series of Securities); and

        WHEREAS, all action on the part of the Company necessary to authorize the issuance of the Securities under the Original Indenture, this First Supplemental Indenture and the Second Supplemental Indenture (the Original Indenture, as supplemented by this First Supplemental Indenture and the Second Supplemental Indenture, being hereinafter called the "Indenture") has been duly taken.

        NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

        That, in order to establish the designation, form, terms and conditions of, and to authorize the authentication and delivery of, the U.S. Denominated Securities, and in consideration of the acceptance

of the U.S. Denominated Securities by the Holders thereof and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
Definitions

        (a)   Capitalized terms used herein and not otherwise defined herein or in the Appendix shall have the respective meanings ascribed thereto in the Original Indenture.

        (b)   The rules of interpretation set forth in the Original Indenture shall be applied hereto as if set forth in full herein.

        (c)   For all purposes of this First Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following respective meanings (such meanings shall apply equally to both the singular and plural forms of the respective terms):

        "Additional Amounts" has the meaning set forth in Section 2.10 hereof.

        "Additional Securities" means 4.85% Senior Notes due September 22, 2010, denominated in U.S. Dollars and issued from time to time after the Issue Date pursuant to Section 2.04 hereof and under the terms of the Indenture (other than pursuant to Sections 2.07, 2.08, 2.10 or 3.06 of the Original Indenture and other than Exchange Securities issued pursuant to an exchange offer for other Securities outstanding under the Indenture).

        "Canadian Denominated Securities" has the meaning set forth in the preamble hereof.

        "Comparable Treasury Issue" has the meaning set forth in Section 3.01 hereof.

        "Comparable Treasury Price" has the meaning set forth in Section 3.01 hereof.

        "DTC" has the meaning set forth in Section 2.07 hereof.

        "Exchange Securities" has the meaning set forth in the Appendix hereto.

        "Excluded Holder" has the meaning set forth in Section 2.10 hereof.

        "Excluded Taxes" means any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or governmental charge.

        "Global Notes" means, individually and collectively, each of the Rule 144A Global Note, the Temporary Regulation S Global Note and the Permanent Regulation S Global Note, substantially in the form of Exhibit A hereto, issued in accordance with Section 2.13 of the Original Indenture and Section 2.03 hereof.

        "Indemnified Taxes" means any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or any province or territory thereof or by any authority or agency therein or thereof having power to tax.

        "Independent Investment Banker" has the meaning set forth in Section 3.01 hereof.

        "Initial U.S. Denominated Securities" has the meaning set forth in Section 2.01 hereof.

        "Interest Payment Date" has the meaning set forth in Section 2.05 hereof.

        "Make-Whole Amount" has the meaning set forth in Section 3.01 hereof.

        "Notes" has the meaning set forth in the preamble hereof.

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        "Record Date" has the meaning set forth in Section 2.05 hereof.

        "Reference Treasury Dealers" has the meaning set forth in Section 3.01 hereof.

        "Reference Treasury Dealer Quotations" has the meaning set forth in Section 3.01 hereof.

        "Registration Rights Agreement" has the meaning set forth in the Appendix hereto.

        "Tax Redemption Event" means a change (including an announced prospective change) in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada or any political subdivision or taxing authority thereof or therein or any change (including an announced prospective change) in official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date hereof, and which, in the written opinion of legal counsel of recognized standing to the Company, has resulted or will result (assuming, in the case of any announced prospective change, that such change will become effective as of the date specified in such announcement and in the form announced) in the Company, the Parent or any Subsidiary Guarantor, as the case may be, becoming obligated to pay, on the next succeeding date on which principal, premium, if any, or interest is due, any Additional Amounts; provided that, the Company, the Parent or such Subsidiary Guarantor (or its successor), as the case may be, in its business judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to it (or its successor).

        "Transfer Restricted Securities" has the meaning set forth in the Appendix hereto.

        "Treasury Rate" has the meaning set forth in Section 3.01 hereof.

        "U.S. Denominated Securities" has the meaning set forth in the preamble hereof.

ARTICLE II
Designation and Terms of the Securities

        Section 2.01    Title and Aggregate Principal Amount.    There is hereby created under this First Supplemental Indenture, together with the Second Supplemental Indenture, one Series of Securities designated: "Senior Notes", issued in two Tranches, (i) one Tranche of which shall be issued under this First Supplemental Indenture in an aggregate principal amount initially equal to U.S.$300,000,000 bearing an interest rate of 4.85% with a maturity date of September 22, 2010 (the "Initial U.S. Denominated Securities") and (ii) one Tranche of which shall be issued under the Second Supplemental Indenture in an aggregate principal amount initially equal to Cdn.$900,000,000 bearing an interest rate of 5.00% with a maturity date of September 22, 2015.

        Section 2.02    Execution.    The U.S. Denominated Securities may forthwith be executed by the Company and delivered to the Agent Trustee for authentication and delivery by the Agent Trustee in accordance with the provisions of Section 2.03 of the Original Indenture and Section 2.03(b) of this First Supplemental Indenture.

        Section 2.03    Other Terms and Form of the Securities.    (a) The U.S. Denominated Securities shall have and be subject to such other terms as provided in the Indenture and shall be evidenced by one or more Global Notes in registered form only and in the form of Exhibit A to the Appendix (as defined below). Beneficial interests in a Global Note shall be represented through book-entry accounts, to be established and maintained by DTC for financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC.

        (b)   Provisions relating to the Initial U.S. Denominated Securities and the Exchange Securities are set forth in the Rule 144A/Regulation S Appendix attached hereto (the "Appendix") which is hereby incorporated in and expressly made part of this First Supplemental Indenture. The Initial U.S.

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Denominated Securities and the Agent Trustee's certificate of authentication shall be substantially in the form of Exhibit A to the Appendix. The Exchange Securities and the Agent Trustee's certificate of authentication shall be substantially in the form of Exhibit B to the Appendix. The U.S. Denominated Securities may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each U.S. Denominated Security shall be dated the date of its authentication. The terms of the U.S. Denominated Securities set forth in the Appendix and the Exhibits thereto are part of the terms of this First Supplemental Indenture.

        Section 2.04    Further Issues; Single Tranche.    In addition to any Canadian Denominated Securities issued under the Second Supplemental Indenture, the Company shall be entitled to issue Additional Securities under this First Supplemental Indenture which shall have identical terms as the U.S. Denominated Securities issued on the Issue Date, other than with respect to the date of issuance and issue price, so as to form a single Series of Securities with the other U.S. Denominated Securities issued hereunder and the Canadian Denominated Securities issued under the Second Supplemental Indenture.

        With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each of which shall be delivered to the Agent Trustee, the following information:

(1)

the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to the Indenture and this First Supplemental Indenture;



(2)

the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and



(3)

whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial U.S. Denominated Securities as set forth in the Appendix to this First Supplemental Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit B to the Appendix.

        The U.S. Denominated Securities issued on the Issue Date, any Additional Securities and all Exchange Securities issued in exchange therefor shall be treated as a single Tranche for all purposes under the Indenture.

        Section 2.05    Interest and Principal.    The U.S. Denominated Securities issued under this First Supplemental Indenture will mature on September 22, 2010 and will bear interest at the rate of 4.85% per annum. The Company will pay interest on the U.S. Denominated Securities, in arrears, in equal installments on each March 22 and September 22 (the "Interest Payment Dates"), beginning on March 22, 2006, to the holders of record as of the close of business on the immediately preceding March 1 or September 1 (the "Record Dates"), respectively. Interest on the U.S. Denominated Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance. Payments of the principal of and interest on the U.S. Denominated Securities shall be made in U.S. Dollars, and the U.S. Denominated Securities shall be denominated in U.S. Dollars.

        Section 2.06    Place of Payment.    The place of payment where the U.S. Denominated Securities may be presented or surrendered for payment, where the principal of and interest and any other payments due on the U.S. Denominated Securities are payable, where the U.S. Denominated Securities may be surrendered for registration of transfer or exchange and where notices and demands (other than service of process) to and upon the Company in respect of the U.S. Denominated Securities and the Indenture may be served shall be in the Borough of Manhattan, The City of New York, and the

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office or agency maintained by the Company for such purpose shall initially be the Corporate Trust Office of the Agent Trustee in New York. At the option of the Company, payment of interest on the U.S. Denominated Securities may be made by check mailed to registered Holders in accordance with Section 2.13(e) of the Original Indenture.

        Section 2.07    Depositary; Registrar.    The Company initially appoints The Depositary Trust Company ("DTC") to act as Depositary with respect to the Global Notes. The Company initially appoints the Agent Trustee to act as the Registrar and the Paying Agent and designates the Agent Trustee's New York office as the office or agency referred to in Section 2.04 of the Original Indenture.

        Section 2.08    Deemed Value of Canadian Denominated Securities.    For purposes of any determination requiring that Canadian Denominated Securities and U.S. Denominated Securities be aggregated, each Holder of Canadian Denominated Securities shall be deemed to hold a principal amount of U.S.$843.81 of Notes for every Cdn.$1,000 principal amount of Canadian Denominated Securities held by such Holder.

        Section 2.09    Sinking Fund.    The U.S. Denominated Securities shall not be redeemable at the option of any Holder thereof, upon the occurrence of any particular circumstances or otherwise. The U.S. Denominated Securities will not have the benefit of any sinking fund.

        Section 2.10    Taxes.    (a) Any and all payments made by or on behalf of the Company, the Parent or any of the Subsidiary Guarantors under or with respect to any U.S. Denominated Securities or any Guaranty thereof will be made free and clear of, and without withholding or deduction for or on account of, any Indemnified Taxes, unless the Company, the Parent or such Subsidiary Guarantor, as the case may be, is required to withhold or deduct Indemnified Taxes by law or by the interpretation or administration thereof. If the Company, the Parent or such Subsidiary Guarantor is so required to withhold or deduct any amount for or on account of Indemnified Taxes from any payment made under or with respect to the U.S. Denominated Securities or any Guaranty thereof, the Company, the Parent or such Subsidiary Guarantor, as the case may be, shall pay to each Holder of such U.S. Denominated Securities, as additional interest, such additional amounts (the "Additional Amounts") as may be necessary so that the net amount received by each such Holder after such withholding or deduction (and after deducting any Indemnified Taxes on such Additional Amounts) will not be less than the amount such Holder would have received if such Indemnified Taxes had not been withheld or deducted, except as provided in Section 2.10(b) of this First Supplemental Indenture.

        (b)   No Additional Amounts will be payable with respect to:

          (i)  a payment made to a Holder (such Holder, an "Excluded Holder") in respect of the beneficial owner thereof:

(A)

with which the Company, the Parent or a Subsidiary Guarantor, as the case may be, does not deal at arm's length (for the purposes of the Income Tax Act (Canada)) at the time of the making of such payment;



(B)

that is subject to such Indemnified Taxes by reason of being a resident, domiciliary or national of, engaged in business or maintaining a permanent establishment or other physical presence in or otherwise having some connection with Canada otherwise than by the mere holding of U.S. Denominated Securities or the receipt of payments or exercise of any enforcement rights thereunder; or



(C)

to the extent that such beneficial owner is subject to such Indemnified Taxes by reason of the Holder's failure to comply with any certification, identification, documentation or other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or a reduction in the rate of deduction or withholding of, such

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Indemnified Taxes (provided that the Company, the Parent or such Subsidiary Guarantor, as the case may be, notifies the Agent Trustee and the Holders of such requirements); and

         (ii)  any Excluded Taxes.

        (c)   In the event that the Company, the Parent or such Subsidiary Guarantor is so required to withhold or deduct any amount for or on account of Indemnified Taxes from any payment made under or with respect to the U.S. Denominated Securities, the Company, the Parent or such Subsidiary Guarantor, as the case may be, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law.

        (d)   The Company, the Parent or any Subsidiary Guarantors, as the case may be, shall furnish to the Holders of the U.S. Denominated Securities, within 60 days after the date the payment of any Indemnified Taxes is due pursuant to applicable law, certified copies of tax receipts or other documents evidencing such payment by the Company, the Parent or such Subsidiary Guarantor, as the case may be.

        (e)   The Company, the Parent and each Subsidiary Guarantor shall indemnify and hold harmless each Holder (other than an Excluded Holder) from and against, and upon written request reimburse each such Holder for the amount (excluding any Excluded Taxes or amounts with respect to which Additional Amounts have previously been paid by the Company, the Parent or any of the Subsidiary Guarantors) of:

          (i)  any Indemnified Taxes levied or imposed and paid by such Holder as a result of payments made under or with respect to the U.S. Denominated Securities or any Guaranty thereof;

         (ii)  any liability (including penalties, interest and expenses) arising therefrom or with respect thereto; and

        (iii)  any Indemnified Taxes imposed and paid by such Holder with respect to any reimbursement under sub-clause (i) or (ii) above.

        (f)    The Company shall pay any present or future stamp, court, documentary or other similar taxes, charges or levies that arise from the execution, delivery or registration of, or enforcement of rights under, the Indenture or any related document.

ARTICLE III
Redemption of the Securities

        Section 3.01    Optional Redemption.    The U.S. Denominated Securities will be redeemable as a whole at any time or in part from time to time, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount of such U.S. Denominated Securities then outstanding or (ii) the Make-Whole Amount for the U.S. Denominated Securities being redeemed, plus, in the case of (i) or (ii), accrued and unpaid interest on the principal amount of the U.S. Denominated Securities being redeemed to the redemption date. Notwithstanding the foregoing, installments of interest on U.S. Denominated Securities that are due and payable on Interest Payment Dates falling on or prior to a redemption date will be payable on the Interest Payment Date to the Holders as of the close of business on the relevant Record Date. Notice of any redemption will be mailed by first class mail, postage prepaid, at least 30 days but no more than 60 days before the redemption date to each holder of the U.S. Denominated Securities to be redeemed. Unless the Company defaults in payment of the redemption price and accrued and unpaid interest, on and after the redemption date interest will cease to accrue on the U.S. Denominated Securities or portions thereof called for redemption. If fewer than all of the U.S. Denominated Securities are to be redeemed, the Agent Trustee shall select, not more than 60 days prior to the redemption date, the

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particular U.S. Denominated Securities or portions thereof for redemption from the outstanding U.S. Denominated Securities not previously called by such method as the Agent Trustee deems fair and appropriate. In addition, the Company (i) may elect to redeem U.S. Denominated Securities without redeeming all or any Canadian Denominated Securities, and (ii) may elect to redeem Canadian Denominated Securities without redeeming all or any U.S. Denominated Securities.

        "Comparable Treasury Issue" means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term from the redemption date to the maturity date of the U.S. Denominated Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities having a maturity comparable to the remaining term of such U.S. Denominated Securities.

        "Comparable Treasury Price" means, with respect to any redemption date, if clause (ii) of the Treasury Rate definition is applicable, (i) the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

        "Independent Investment Banker" means either J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated and their respective successors as specified by the Company, or, if these firms are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Company.

        "Make-Whole Amount" means the sum, as determined by the Independent Investment Banker, of the present values of the remaining scheduled payments of principal of and interest on the U.S. Denominated Securities to be redeemed (exclusive of interest accrued to the redemption date) from the redemption date to the maturity date of the U.S. Denominated Securities being redeemed, in each case discounted to the redemption date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate, plus 0.15%.

        "Reference Treasury Dealer" means (i) J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated and their respective successors, provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in New York City, the Company will substitute therefor another primary U.S. government securities dealer in New York City and (ii) any three other primary U.S. government securities dealers in New York City selected by the Company after consultation with the Independent Investment Banker.

        "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

        "Treasury Rate" means, with respect to any redemption date, (i) the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated "H.15(519)" or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities," for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the remaining term of the U.S. Denominated Securities being redeemed, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (ii) if such release (or any

7

successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date, in each case calculated on the third Business Day preceding the redemption date.

        Section 3.02    Tax Redemption Event.    Upon the occurrence of a Tax Redemption Event, the Company may redeem the U.S. Denominated Securities at any time, in whole but not in part, at a redemption price equal to the principal amount of the outstanding U.S. Denominated Securities, plus accrued and unpaid interest on the principal amount of the U.S. Denominated Securities being redeemed to, but excluding, the redemption date, by delivering to the Agent Trustee at least 30 days, but not more than 60 days, prior to the date fixed for such redemption, a certificate, signed by an authorized Officer, stating that the Company is entitled to redeem such U.S. Denominated Securities pursuant to this Section 3.02 and specifying the date fixed for such redemption.

ARTICLE IV
Guaranties

        Section 4.01    Parent Guaranty.    The U.S. Denominated Securities shall be guaranteed by the Parent. The Parent hereby confirms its Guaranty of the U.S. Denominated Securities and confirms the applicability of the provisions of the Original Indenture to the Parent with respect to the U.S. Denominated Securities.

        Section 4.02    Subsidiary Guaranties.    The U.S. Denominated Securities shall be guaranteed by the following Subsidiaries (which are hereby designated "Subsidiary Guarantors" under the Indenture with respect to these Securities):Coors Brewing Company, Coors Distributing Company, Coors Worldwide, Inc., Coors International Market Development, L.L.L.P., Coors Global Properties, Inc., Coors Intercontinental, Inc., Coors Brewing Company International, Inc. and any other Subsidiary that executes and delivers to the Trustees a Guaranty Agreement pursuant to the terms of Section 4.06 of the Original Indenture. Each of the Subsidiary Guarantors hereby confirms its Guaranty of the U.S. Denominated Securities and confirms the applicability of the provisions of the Original Indenture to such Subsidiary Guarantor with respect to the U.S. Denominated Securities.

ARTICLE V
Miscellaneous

        Section 5.01    Ratification of Original Indenture: Supplemental Indentures Part of Original Indenture.    Except as expressly amended or supplemented hereby, the Original Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Original Indenture for all purposes, and every Holder of any U.S. Denominated Securities heretofore or hereafter authenticated and delivered pursuant hereto shall be bound hereby. Except only insofar as the Original Indenture may be inconsistent with the express provisions of this First Supplemental Indenture, in which case the terms of this First Supplemental Indenture shall govern and supersede those contained in the Original Indenture, this First Supplemental Indenture shall henceforth have effect so far as practicable as if all the provisions of the Original Indenture and this First Supplemental Indenture were contained in one instrument.

        Section 5.02    Concerning the Agent Trustee and U.S. Trustee.    The recitals contained herein and in the U.S. Denominated Securities, except with respect to the Agent Trustee's certificates of authentication, shall be taken as the statements of the Company, and the Agent Trustee U.S. Trustee assumes no responsibility for the correctness of the same. The Agent Trustee and U.S. Trustee makes

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no representations as to the validity or sufficiency of this First Supplemental Indenture or of the U.S. Denominated Securities.

        Section 5.03    Counterparts.    This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

        Section 5.04    Judgment Currency.    (a) If, for the purpose of obtaining judgment in, or enforcing the judgment of, any court, it becomes necessary to convert a sum due under the Indenture, the Guaranties or the Securities into 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. or another nationally-recognized bank in the United States could purchase such other currency with U.S. Dollars in the City of New York on the Business Day preceding that day on which final judgment is given. The obligations of the Company, the Parent and the Subsidiary Guarantors in respect of any sum due from them to any Holders of U.S. Denominated Securities shall, notwithstanding any judgment in currency other than U.S. Dollars, not be discharged until the first Business Day, following receipt by such Holders of U.S. Denominated Securities of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Holders of U.S. Denominated Securities may in accordance with normal banking procedures purchase such other currency with U.S. Dollars.

        (b)   The Company and each Guarantor hereby agrees to indemnify the Holders 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 the Indenture, the Guaranties or the Securities 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 Company 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 Company 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.

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        IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the date first above written.

MOLSON COORS CAPITAL FINANCE ULC
MOLSON COORS BREWING COMPANY
COORS BREWING COMPANY
COORS DISTRIBUTING COMPANY
COORS WORLDWIDE, INC.
COORS INTERCONTINENTAL, INC.
COORS BREWING COMPANY INTERNATIONAL, INC.
By:	/s/  ANNITA M. MENOGAN
	Name:	Annita M. Menogan
	Title:	Authorized Officer
COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P.
By:	Coors Global Properties, Inc.
	Title:	General Partner
By:	/s/  SAMUEL D. WALKER
	Name:	Samuel D. Walker
	Title:	Chairman and Director
COORS GLOBAL PROPERTIES, INC.
By:	/s/  SAMUEL D. WALKER
	Name:	Samuel D. Walker
	Title:	Chairman and Director
TD BANKNORTH, NATIONAL ASSOCIATION
By:	/s/  BRENT J. RAYMOND
	Name:	Brent J. Raymond, C.C.T.S.
	Title:	Corporate Trust Advisor Assistant Vice President

RULE 144A/REGULATION S APPENDIX

PROVISIONS RELATING TO INITIAL U.S. DENOMINATED SECURITIES
AND EXCHANGE SECURITIES

A.    Definitions

        1.1    Definitions

        For the purposes of this Appendix the following terms shall have the meanings indicated below:

        "Applicable Procedures" means, with respect to any transfer or transaction involving a Temporary Regulation S Global Security or beneficial interest therein, the rules and procedures of the Depositary, Euroclear and Clearstream for such a Temporary Regulation S Global Security, in each case to the extent applicable to such transaction and as in effect from time to time.

        "Clearstream" means Clearstream Banking, société anonyme, or any successor securities clearing agency.

        "Definitive Security" means a certificated Initial U.S. Denominated Security or Exchange Security bearing, if required, the restricted securities legend set forth in Section 2.3(e).

        "Depositary" means The Depository Trust Company, its nominees and their respective successors.

        "Distribution Compliance Period", with respect to any U.S. Denominated Securities, means the period of 40 consecutive days beginning on and including the date on which such U.S. Denominated Securities are initially issued.

        "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear System, or any successor securities clearing agency.

        "Exchange Offer" means the offer by the Company, pursuant to the Registration Rights Agreement, to certain Holders of Initial U.S. Denominated Securities, to issue and deliver to such Holders, in exchange for the Initial U.S. Denominated Securities, a like aggregate principal amount of Exchange Securities registered under the Securities Act.

        "Exchange Securities" means (1) the U.S. Denominated Securities to be issued pursuant to the Indenture in connection with the Exchange Offer pursuant to the Registration Rights Agreement, and (2) Additional Securities, if any, issued pursuant to a registration statement filed with the SEC under the Securities Act.

        "Initial Purchaser" means J.P. Morgan Securities, Inc., Morgan Stanley & Co. Incorporated, Deutsche Bank Securities, Inc., Harris Nesbitt Corp., TD Securities (USA) LLC and Wachovia Capital Markets, LLC.

        "Initial U.S. Denominated Securities" means (1) U.S.$300 million aggregate principal amount of U.S. Denominated Securities issued on the Issue Date and (2) Additional Securities, if any, issued in a transaction exempt from the registration requirements of the Securities Act.

        "Purchase Agreement" means (1) with respect to the Initial U.S. Denominated Securities issued on the Issue Date, the Purchase Agreement dated September 15, 2005, among the Company, the Guarantors and the Initial Purchasers, and (2) with respect to each issuance of Additional Securities, the purchase agreement or underwriting agreement among the Company and the Persons purchasing such Additional Securities.

        "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

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        "Registration Rights Agreement" means (1) with respect to the Initial U.S. Denominated Securities issued on the Issue Date, the Registration Rights Agreement dated September 22, 2005, among the Company, the Guarantors and the Initial Purchasers, and (2) with respect to each issuance of Additional Securities issued in a transaction exempt from the registration requirements of the Securities Act, the registration rights agreement, if any, among the Company and the Persons purchasing such Additional Securities under the related Purchase Agreement.

        "Securities Act" means the Securities Act of 1933, as amended.

        "Securities Custodian" means the custodian with respect to a Global Security (as appointed by the Depositary), or any successor Person thereto and shall initially be the Agent Trustee.

        "Shelf Registration Statement" means the registration statement issued by the Company in connection with the offer and sale of Initial U.S. Denominated Securities pursuant to the Registration Rights Agreement.

        "Transfer Restricted Securities" means Securities that bear or are required to bear the legend set forth in Section 2.3(e).

        "U.S. Denominated Securities" means the Initial U.S. Denominated Securities and the Exchange Securities.

        1.2    Other Definitions

Term	Defined in Section:
"Agent Members"	2.1	(b)
"Global Security"	2.1	(a)
"Permanent Regulation S Global Security"	2.1	(a)
"Regulation S"	2.1	(a)
"Regulation S Global Security"	2.1	(a)
"Restricted Global Security"	2.1	(a)
"Rule 144A"	2.1	(a)
"Temporary Regulation S Global Security"	2.1	(a)

B.    The U.S. Denominated Securities

        2.1(a)  Form and Dating.    The Initial U.S. Denominated Securities will be offered and sold by the Company, from time to time, pursuant to one or more Purchase Agreements. The Initial U.S. Denominated Securities will be resold initially only to QIBs in reliance on Rule 144A under the Securities Act ("Rule 144A"). Initial U.S. Denominated Securities may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S under the Securities Act ("Regulation S"), in each case, subject to the restrictions on transfer set forth herein. Initial U.S. Denominated Securities initially resold pursuant to Rule 144A shall be issued initially in the form of one or more permanent global Securities in definitive, fully registered form (collectively, the "Rule 144A Global Security") and Initial U.S. Denominated Securities resold pursuant to Regulation S prior to the expiration of the Distribution Compliance Period shall be issued initially in the form of one or more temporary global securities in definitive, fully registered form (collectively, the "Temporary Regulation S Global Security"), in each case without interest coupons and with the global securities legend and restricted securities legend set forth in Exhibit A hereto (each a "Restricted Global Security"), which shall be deposited on behalf of the purchasers of the Initial U.S. Denominated Securities represented thereby with the Securities Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Agent Trustee as provided in the Indenture. Except as set forth in this Section 2.1(a), beneficial ownership interests in the Temporary Regulation S Global Security will not be exchangeable for

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interests in the permanent global security (the "Permanent Regulation S Global Security" and, together with the Temporary Regulation S Global Security, a "Regulation S Global Security") or any other U.S. Denominated Security without a legend containing restrictions on transfer of such U.S. Denominated Security prior to the expiration of the Distribution Compliance Period and then beneficial interests in the Temporary Regulation S Global Security may be exchanged for interests in a Rule 144A Global Security or the Permanent Regulation S Global Security only upon certification in a form reasonably satisfactory to the Agent Trustee that beneficial ownership interests in such Temporary Regulation S Global Security are owned either by non-U.S. persons or by U.S. persons who purchased such interests in a transaction that did not require registration under the Securities Act.

        Beneficial interests in Temporary Regulation S Global Securities may be exchanged for interests in Rule 144A Global Securities or Permanent Regulation S Global Securities only if (1) such exchange occurs in connection with a transfer of Securities in compliance with Rule 144A and (2) the transferor of the Regulation S Global Security first delivers to the Agent Trustee a written certificate (in a form satisfactory to the Agent Trustee) to the effect that the Regulation S Global Security is being transferred to a Person (a) who the transferor reasonably believes to be a QIB, (b) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A and (c) in accordance with all applicable securities laws of the States of the United States and other jurisdictions.

        The Rule 144A Global Security, the Temporary Regulation S Global Security and the Permanent Regulation S Global Security are collectively referred to herein as "Global Securities". The aggregate principal amount of the Global Securities may from time to time be increased or decreased by adjustments made on the records of the Agent Trustee and the Depositary or its nominee as hereinafter provided.

        (b)    Book-Entry Provisions.    This Section 2.1(b) shall apply only to a Global Security deposited with or on behalf of the Depositary.

        The Company shall execute and the Agent Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Securities that (a) shall be registered in the name of the Depositary for such Global Security or Global Securities or the nominee of such Depositary and (b) shall be delivered by the Agent Trustee to such Depositary or pursuant to such Depositary's instructions or held by the Agent Trustee as custodian for the Depositary.

        Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the Agent Trustee as the custodian of the Depositary or under such Global Security, and the Company, the Agent Trustee and any agent of the Company or the Agent Trustee shall be entitled to treat the Depositary as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Agent Trustee or any agent of the Company or the Agent Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Security.

        (c)    Certificated U.S. Denominated Securities.    Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Restricted Global Securities shall not be entitled to receive physical delivery of certificated U.S. Denominated Securities.

        2.2    Authentication

        The Agent Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate principal amount of U.S.$300 million 4.85% Senior Notes due 2010, (2) any Additional Securities for an original issue on the date and in an aggregate principal amount specified in writing by the Company pursuant

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to Section 2.02 of the Original Indenture and 2.04 of this First Supplemental Indenture and (3) Exchange Securities for issue only in an Exchange Offer pursuant to a Registration Rights Agreement, for a like principal amount of Initial U.S. Denominated Securities, in each case upon a written order of the Company signed by an Officer. Such order shall specify the amount of the Securities to be authenticated and the date on which any original issue of Securities is to be authenticated.

        2.3    Transfer and Exchange

        (a)    Transfer and Exchange of Definitive Securities.    When Definitive Securities are presented to the Registrar or a co-registrar with a request:

(x)

to register the transfer of such Definitive Securities; or



(y)

to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations,

the Registrar or co-registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange:

(i)

shall be duly endorsed or accompanied by a written instrument of transfer in a form reasonably satisfactory to the Company and the Registrar or co-registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and



(ii)

if such Definitive Securities are required to bear a restricted securities legend, are being transferred or exchanged pursuant to an effective registration statement under the Securities Act, pursuant to Section 2.3(b) or pursuant to clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:



(A)

if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, by a certification from such Holder to that effect; or



(B)

if such Definitive Securities are being transferred to the Company, by a certification to that effect; or



(C)

if such Definitive Securities are being transferred (x) pursuant to an exemption from registration in accordance with Rule 144A, Regulation S or Rule 144 under the Securities Act; or (y) in reliance upon another exemption from the requirements of the Securities Act: by (i) a certification to that effect (in the form set forth in the Terms of Notes attached to the Security) and (ii) if the Company so requests, an opinion of counsel or other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth in Section 2.3(e)(i).

        (b)    Restrictions on Transfer of a Definitive Security for a Beneficial Interest in a Global Security.    A Definitive Security may not be exchanged for a beneficial interest in a Rule 144A Global Security or a Permanent Regulation S Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Agent Trustee of a Definitive Security, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Agent Trustee, together with:

          (i)  certification, in the form set forth in the Terms of Notes attached to the Security, that such Definitive Security is either (A) being transferred to a QIB in accordance with Rule 144A or (B) is being transferred after expiration of the Distribution Compliance Period by a Person who initially purchased such Security in reliance on Regulation S to a buyer who elects to hold its interest in such Security in the form of a beneficial interest in the Permanent Regulation S Global Security; and

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         (ii)  written instructions directing the Agent Trustee to make, or to direct the Securities Custodian to make, an adjustment on its books and records with respect to such Rule 144A Global Security (in the case of a transfer pursuant to clause (b)(i)(A)) or Permanent Regulation S Security (in the case of a transfer pursuant to clause (b)(i)(B)) to reflect an increase in the aggregate principal amount of the U.S. Denominated Securities represented by the Rule 144A Global Security or Permanent Regulation S Global Security, as applicable, such instructions to contain information regarding the Depositary account to be credited with such increase,

then the Agent Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Securities Custodian, the aggregate principal amount of U.S. Denominated Securities represented by the Rule 144A Global Security or Permanent Regulation S Global Security, as applicable, to be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Rule 144A Global Security or Permanent Regulation S Global Security, as applicable, equal to the principal amount of the Definitive Security so canceled. If no Rule 144A Global Securities or Permanent Regulation S Global Securities, as applicable, are then outstanding, the Company shall issue and the Agent Trustee shall authenticate, upon written order of the Company in the form of an Officers' Certificate, a new Rule 144A Global Security or Permanent Regulation S Global Security, as applicable, in the appropriate principal amount.

        (c)    Transfer and Exchange of Global Securities.

          (i)  The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Security shall deliver to the Registrar a written order given in accordance with the Depositary's procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in the Global Security. The Registrar shall, in accordance with such instructions, instruct the Depositary to credit to the account of the Person specified in such instructions a beneficial interest in the Global Security and to debit the account of the Person making the transfer the beneficial interest in the Global Security being transferred. Transfers by an owner of a beneficial interest in the Rule 144A Global Security to a transferee who takes delivery of such interest through a Regulation S Global Security, whether before or after the expiration of the Distribution Compliance Period, shall be made only upon receipt by the Agent Trustee of a certification in the form set forth in the Terms of Notes attached to the Initial U.S. Denominated Securities from the transferor to the effect that such transfer is being made in accordance with Regulation S or (if available) Rule 144 under the Securities Act and that, if such transfer is being made prior to the expiration of the Distribution Compliance Period, the interest transferred shall be held immediately thereafter through Euroclear or Clearstream.

         (ii)  If the proposed transfer is a transfer of a beneficial interest in one Global Security to a beneficial interest in another Global Security, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Security to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Security from which such interest is being transferred.

        (iii)  Notwithstanding any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a Global Security may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another

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nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

        (iv)  In the event that a Global Security is exchanged for Definitive Securities pursuant to Section 2.4 of this Appendix, prior to the consummation of an Exchange Offer or the effectiveness of a Shelf Registration Statement with respect to such Securities, such Securities may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 (including the certification requirements set forth in the Terms of Notes attached to the Initial U.S. Denominated Securities intended to ensure that such transfers comply with Rule 144A or Regulation S, as the case may be) and such other procedures as may from time to time be adopted by the Company.

        (d)    Restrictions on Transfer of Temporary Regulation S Global Securities.    During the Distribution Compliance Period, beneficial ownership interests in Temporary Regulation S Global Securities may only be sold, pledged or transferred through Euroclear or Clearstream in accordance with the Applicable Procedures and only (i) to the Company or any Guarantor, (ii) so long as such Security is eligible for resale pursuant to Rule 144A, to a Person whom the selling holder reasonably believes is a QIB that purchases for its own account or for the account of a QIB to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, (iii) in an offshore transaction in accordance with Regulation S, (iv) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if applicable) under the Securities Act, or (v) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any State of the United States. Prior to the expiration of the Distribution Compliance Period, transfers by an owner of a beneficial interest in the Regulation S Global Security to a transferee who takes delivery of such interest through the Rule 144A Global Security shall be made only in accordance with Applicable Procedures and upon receipt by the Agent Trustee of a written certification from the transferor of the beneficial interest in the form set forth in the Terms of Notes attached to the Initial U.S. Denominated Securities to the effect that such transfer is being made to a QIB within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A.

        (e)    Legend.

          (i)  Except as permitted by the following paragraphs (ii), (iii) and (iv), each U.S. Denominated Security certificate evidencing the Restricted Global Securities (and all U.S. Denominated Securities issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form:

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE NOTE REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY OR ANY GUARANTOR, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF

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RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (V) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND BASED ON AN OPINION OF COUNSEL IF THE COMPANY REQUEST OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

         (ii)  Upon any sale or transfer of a Transfer Restricted Security (including any Transfer Restricted Security represented by a Global Security) pursuant to Rule 144 under the Securities Act, the Registrar shall permit the transferee thereof to exchange such Transfer Restricted Security for a certificated U.S. Denominated Security that does not bear the legend set forth above and rescind any restriction on the transfer of such Transfer Restricted Security, if the transferor thereof certifies in writing to the Registrar that such sale or transfer was made in reliance on Rule 144 (such certification to be in the form set forth in the Terms of Notes attached to the U.S. Denominated Security).

        (iii)  After a transfer of any Initial U.S. Denominated Securities pursuant to and during the period of the effectiveness of a Shelf Registration Statement with respect to such Initial U.S. Denominated Securities, as the case may be, all requirements pertaining to legends on such Initial U.S. Denominated Security will cease to apply, the requirements requiring that any such Initial U.S. Denominated Security be issued in global form will cease to apply, and a certificated Initial U.S. Denominated Security or an Initial U.S. Denominated Security in global form, in each case without restrictive transfer legends, will be available to the transferee of the Holder of such Initial U.S. Denominated Securities upon exchange of such transferring Holder's certificated Initial U.S. Denominated Security or directions to transfer such Holder's interest in the Global Security, as applicable.

        (iv)  Upon the consummation of an Exchange Offer with respect to the Initial U.S. Denominated Securities, all requirements pertaining to such Initial U.S. Denominated Securities that Initial U.S. Denominated Securities issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial U.S. Denominated Securities that do not exchange their Initial U.S. Denominated Securities, and Exchange Securities in certificated or global form will be available to Holders that exchange such Initial U.S. Denominated Securities in such Exchange Offer.

         (v)  Upon a sale or transfer after the expiration of the Distribution Compliance Period of any Initial U.S. Denominated Security acquired pursuant to Regulation S, all requirements that such Initial U.S. Denominated Security bear the Temporary Regulation S Global Security Legend set forth in Exhibit A hereto shall cease to apply; provided, however, that the requirements requiring any Initial U.S. Denominated Security be issued in global form shall continue to apply.

        (f)    Cancellation or Adjustment of Global Security.    At such time as all beneficial interests in a Global Security have either been exchanged for certificated U.S. Denominated Securities, redeemed, purchased or canceled, such Global Security shall be returned to the Depositary for cancellation or retained and canceled by the Agent Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for certificated Securities, redeemed, purchased or canceled, the principal amount of Securities represented by such Global Security shall be reduced and an

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adjustment shall be made on the books and records of the Agent Trustee with respect to such Global Security, by the Agent Trustee, to reflect such reduction.

        (g)    Obligations with Respect to Transfers and Exchanges of Securities.

          (i)  To permit registrations of transfers and exchanges, the Company shall execute and the Agent Trustee shall authenticate certificated U.S. Denominated Securities and Global Securities at the Registrar's or co-registrar's request.

         (ii)  No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06 and 9.05 of the Original Indenture).

        (iii)  The Registrar or co-registrar shall not be required to register the transfer of or exchange of any U.S. Denominated Security for a period beginning 15 days before the mailing of a notice of an offer to repurchase or redeem U.S. Denominated Securities.

        (iv)  Prior to the due presentation for registration of transfer of any U.S. Denominated Security, the Company, the Agent Trustee, the U.S. Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a U.S. Denominated Security is registered as the absolute owner of such U.S. Denominated Security for the purpose of receiving payment of principal of and interest on such U.S. Denominated Security and for all other purposes whatsoever, whether or not such U.S. Denominated Security is overdue, and none of the Company, the U.S. Trustee, the Agent Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary.

         (v)  All U.S. Denominated Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same continuing debt and shall be entitled to the same benefits under this Indenture as the U.S. Denominated Securities surrendered upon such transfer or exchange.

        (h)    No Obligation of the Agent Trustee or U.S. Trustee.

          (i)  The Agent Trustee and U.S. Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of or a participant in the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the U.S. Denominated Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such U.S. Denominated Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the U.S. Denominated Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Agent Trustee and the U.S. Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.

         (ii)  The Agent Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any U.S. Denominated Security (including any transfers between or among Depositary participants, members or beneficial owners in any Global Security) other than to require delivery of such certificates and other documentation or evidence

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as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

        2.4    Certificated Securities

        (a)   A Restricted Global Security deposited with the Depositary or with the Agent Trustee as custodian for the Depositary pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of certificated U.S. Denominated Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Restricted Global Security or if at any time such Depositary ceases to be a "clearing agency" registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 days of such notice, or (ii) an Event of Default has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Agent Trustee in writing that it elects to cause the issuance of certificated U.S. Denominated Securities under this Indenture.

        (b)   Any Restricted Global Security that is transferable to the beneficial owners thereof pursuant to this Section shall be surrendered by the Depositary to the Agent Trustee located at its Corporate Trust Office in the Borough of Manhattan, The City of New York, to be so transferred, in whole or from time to time in part, without charge, and the Agent Trustee shall authenticate and deliver, upon such transfer of each portion of such Restricted Global Security, an equal aggregate principal amount of certificated Initial U.S. Denominated Securities of authorized denominations. Any portion of a Restricted Global Security transferred pursuant to this Section shall be executed, authenticated and delivered only in denominations of U.S.$1,000 principal amount and any integral multiple thereof and registered in such names as the Depositary shall direct. Any certificated Initial U.S. Denominated Security delivered in exchange for an interest in the Global Security shall, except as otherwise provided by Section 2.3(e), bear the restricted securities legend set forth in Exhibit A hereto.

        (c)   Subject to the provisions of Section 2.4(b), the registered Holder of a Global Security shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Securities.

        (d)   In the event of the occurrence of either of the events specified in Section 2.4(a), the Company shall promptly make available to the Agent Trustee a reasonable supply of certificated U.S. Denominated Securities in definitive, fully registered form without interest coupons.

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EXHIBIT A
to
RULE 144A/REGULATION S APPENDIX

[FORM OF FACE OF INITIAL U.S. DENOMINATED SECURITY]

[Global Securities Legend]

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

        TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO SET FORTH IN THE TERMS OF NOTES ATTACHED HERETO.

[For Regulation S Global Note Only]

        UNTIL 40 DAYS AFTER THE COMMENCEMENT OF THE OFFERING, AN OFFER OR SALE OF NOTES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE U.S. SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH THE RULE 144A THEREUNDER.

        A BENEFICIAL INTEREST IN A RULE 144A GLOBAL SECURITY MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL SECURITY, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO THE AGENT TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT IF SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S OR RULE 144 (IF AVAILABLE) AND THAT, IF SUCH TRANSFER OCCURS PRIOR TO THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, THE INTEREST TRANSFERRED WILL BE HELD IMMEDIATELY THEREAFTER THROUGH EUROCLEAR BANK S.A./N.A. OR CLEARSTREAM BANKING SOCIÉTÉ ANONYME.

[Restricted Securities Legend]

        THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS

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HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE NOTE REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT.

        THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY OR ANY GUARANTOR, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (V) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND BASED ON AN OPINION OF COUNSEL IF THE COMPANY REQUEST OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

[Temporary Regulation S Global Security Legend]

        EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL SECURITY OR ANY OTHER SECURITY REPRESENTING AN INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE "40-DAY DISTRIBUTION COMPLIANCE PERIOD" (WITHIN THE MEANING OF RULE 903(c)(3) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE AGENT TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED THROUGH EUROCLEAR BANK S.A./N.A., AS OPERATOR OF THE EUROCLEAR SYSTEM OR CLEARSTREAM BANKING, SOCIÉTÉ ANONYME AND ONLY (I) TO THE COMPANY OR ANY GUARANTOR, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY WILL NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE.

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        BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL SECURITY MAY BE EXCHANGED FOR INTERESTS IN A RULE 144A GLOBAL SECURITY ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE SECURITIES IN COMPLIANCE WITH RULE 144A, AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL SECURITY FIRST DELIVERS TO THE AGENT TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL SECURITY IS BEING TRANSFERRED TO A PERSON (A) WHO THE TRANSFEROR REASONABLY BELIEVES TO BE A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (B) PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

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CUSIP No. ISIN No.

No. R-
U.S.$

4.85% Notes due 2010

        Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company, promises to pay to CEDE & CO., or registered assigns, the principal sum of up to U.S.$                   on September 22, 2010 as more particularly specified on the Schedule of Increases or Decreases in Global Security, attached hereto.

        Interest Payment Dates: March 22 and September 22, commencing March 22, 2006.

        Record Dates: March 1 and September 1.

        Additional provisions of this Security are set forth on the other side of this Security.

        Additional provisions of this Security are set forth on the attached "Terms of Notes."

Dated:

MOLSON COORS CAPITAL FINANCE ULC
By:
	Name: Title:

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TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

TD BANKNORTH, NATIONAL ASSOCIATION,
    as Trustee, certifies
        that this is one of
        the Securities referred
        to in the Indenture.

By:
	Authorized Signatory

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TERMS OF NOTES

4.85% Senior Notes due 2010

1.    Interest

        Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company (such company, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay interest on the principal amount of this U.S. Denominated Security at the rate per annum shown above; provided, however, that if certain default events provided for in Section 2(e) of the Registration Rights Agreement occur ("Registration Defaults"), additional interest will accrue on this U.S. Denominated Security at a rate of 0.25% per annum from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. The Company will pay interest semi-annually on March 22 and September 22 of each year, commencing March 22, 2006. Interest on the U.S. Denominated Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance of such U.S. Denominated Securities. Interest will be paid, in arrears, in equal installments and will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal at the above rate and will pay interest on overdue installments of interest at such rate to the extent lawful.

2.    Method of Payment

        The Company will pay interest on the U.S. Denominated Securities (except defaulted interest) to the Persons who are registered holders of U.S. Denominated Securities at the close of business on the March 1 or September 1 immediately preceding the interest payment date even if U.S. Denominated Securities are canceled after the record date and on or before the interest payment date. Holders must surrender U.S. Denominated Securities to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the U.S. Denominated Securities represented by a Global Security (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company. The Company will make all payments in respect of a certificated U.S. Denominated Security (including principal, premium, if any, and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on a certificated U.S. Denominated Security will be made by wire transfer to a U.S. Dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Agent Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Agent Trustee may accept in its discretion).

3.    Paying Agent and Registrar

        Initially, TD Banknorth, National Association, a national banking association organized and existing under the laws of the United States (the "Agent Trustee"), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company, the Parent or any of the Parent's Subsidiaries may act as Paying Agent, Registrar or co-registrar.

4.    Indenture

        The Company issued the Notes under an Indenture dated as of September 22, 2005 (as supplemented by (1) the First Supplemental Indenture dated as of September 22, 2005 (the "First Supplemental Indenture") by and among the Company, the Parent, the Subsidiary Guarantors, the U.S.

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Trustee and the Agent Trustee and (2) the Second Supplemental Indenture dated as of September 22, 2005 (the "Second Supplemental Indenture") by and among the Company, the Parent, each of the Subsidiary Guarantors and the Canadian Trustee, the "Indenture"), among the Company, the Parent, the Subsidiary Guarantors and the Trustees (each, as defined therein). The terms of the U.S. Denominated Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The U.S. Denominated Securities are subject to all such terms, and Holders of U.S. Denominated Securities are referred to the Indenture and the Act for a statement of those terms. To the extent the terms of this U.S. Denominated Security and those of the Indenture may conflict, the Indenture shall control.

        The U.S. Denominated Securities are general unsecured obligations of the Company. The Initial U.S. Denominated Securities issued on the Issue Date, any Additional Securities and all Exchange Securities issued in exchange therefor will be treated as a single Tranche for all purposes under the Indenture. The Indenture contains covenants that limit the ability of the Company and its subsidiaries to incur additional secured indebtedness and enter into specified sale and leaseback transactions. These covenants are subject to important exceptions and qualifications.

5.    Optional Redemption

        The U.S. Denominated Securities are subject to redemption, in whole or in part, at the option of the Company, at any time at a redemption price equal to the greater of (1) 100% of the principal amount of the U.S. Denominated Securities being redeemed or (2) the Make Whole Amount for the U.S. Denominated Securities being redeemed, plus, in each case, accrued and unpaid interest to the redemption date.

        Upon the occurrence of a Tax Redemption Event, the Company may redeem the U.S. Denominated Securities at any time, in whole but not in part, at a redemption price equal to the principal amount of the outstanding U.S. Denominated Securities, plus accrued and unpaid interest on the principal amount of the U.S. Denominated Securities being redeemed to, but excluding, the redemption date, by delivering to the Agent Trustee at least 30 days, but not more than 60 days, prior to the date fixed for such redemption, a certificate, signed by an authorized officer, stating that the Company is entitled to redeem such U.S. Denominated Securities pursuant to the Indenture and specifying the date fixed for such redemption.

6.    Notice of Redemption

        Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of U.S. Denominated Securities to be redeemed at his registered address. Other than with respect to a redemption resulting from the occurrence of a Tax Redemption Event, U.S. Denominated Securities in denominations larger than U.S.$1,000 principal amount may be redeemed in part but only in whole multiples of U.S.$1,000. If money sufficient to pay the redemption price of and accrued interest on all U.S. Denominated Securities (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such U.S. Denominated Securities (or such portions thereof) called for redemption.

7.    Guaranty

        The payment by the Company of the principal of, and premium and interest on, the U.S. Denominated Securities is fully and unconditionally guaranteed on a joint and several senior basis by the Parent and each of the Subsidiary Guarantors.

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8.    Denominations; Transfer; Exchange

        The U.S. Denominated Securities are in registered form without coupons in denominations of U.S.$1,000 principal amount and whole multiples of U.S.$l,000. A Holder may transfer or exchange U.S. Denominated Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer or exchange of any U.S. Denominated Securities selected for redemption (except, in the case of a U.S. Denominated Security to be redeemed in part, the portion of the U.S. Denominated Security not to be redeemed) or any U.S. Denominated Securities for a period of 15 days before a selection of U.S. Denominated Securities to be redeemed.

9.    Persons Deemed Owners

        The registered Holder of this U.S. Denominated Security may be treated as the legal owner of it for all purposes.

10.    Unclaimed Money

        If money for the payment of principal or interest remains unclaimed for two years, the Agent Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company or such other Person and not to the Agent Trustee for payment.

11.    Discharge and Defeasance

        Subject to certain conditions, the Company at any time shall be entitled to terminate all of its obligations under the U.S. Denominated Securities and the Indenture if the Company deposits with the Agent Trustee money or U.S. Government Obligations for the payment of principal and interest on the U.S. Denominated Securities to redemption or maturity, as the case may be.

12.    Amendment, Waiver

        Subject to certain exceptions set forth in the Indenture, (i) the Indenture and the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount outstanding of the Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company, the Guarantors and the Trustees shall be entitled to amend the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the Indenture, or to provide for uncertificated Notes in addition to or in place of certificated Notes, or to add guaranties with respect to the Notes, including the Parent Guaranty and the Subsidiary Guaranties, or to secure the Notes, or to add additional covenants or events of default or to surrender rights and powers conferred on the Company or the Guarantors, or to comply with any request of the SEC in connection with qualifying the Indenture under the Act, or to make any change that does not adversely affect the rights of any Securityholder, or to add to, change, or eliminate any of the provisions of the Indenture with respect to one or more Series of Securities issued subsequent to such amendment or supplement, or to evidence and provide for the acceptance of appointment by a successor or separate Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of the Indenture necessary or desirable to provide for or facilitate the administration of the Indenture by more than one Trustee, or to establish the form or terms of Securities and coupons of any Series and to change the procedures for transferring and exchanging Securities of any Series so long as such change does not, subject to applicable law, adversely affect the Securityholders.

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13.    Defaults and Remedies

        Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal (or premium, if any) on the Securities when due; (iii) failure by the Company or any Guarantor to comply with other covenants in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) the acceleration of certain types of debt of the Parent, the Company, any Subsidiary Guarantors or certain of the Parent's subsidiaries in a principal amount exceeding U.S.$50,000,000 as a result of the failure of the Parent, the Company, or such subsidiary to perform any covenant or agreement applicable to such debt which acceleration is not rescinded or annulled within a certain time period; and (v) certain events of bankruptcy or insolvency with respect to the Company or the Parent Guarantor as set forth in the Indenture. If an Event of Default occurs and is continuing, the Trustees or the Holders of the Securities may declare all such Securities to be due and payable immediately as provided for and subject to the terms and provisions of the Indenture.

        Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustees may refuse to enforce the Indenture or the Securities unless it receives indemnity or security satisfactory to it. Subject to certain limitations provided for in the Indenture, Holders of Securities may direct the Trustees in their exercise of any trust or power.

14.    Trustees' Dealings with the Company

        Subject to certain limitations imposed by the Act, each Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not a Trustee.

15.    No Recourse Against Others

        A director, officer, employee or stockholder, as such, of the Company or any Trustee shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

16.    Authentication

        This U.S. Denominated Security shall not be valid until an authorized signatory of the Agent Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this U.S. Denominated Security.

17.    Abbreviations

        Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

18.    CUSIP Numbers

        Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustees to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

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19.    Holders' Compliance with Registration Rights Agreement

        Each Holder of a U.S. Denominated Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.

20.    Governing Law

        THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

        The Company will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture. Requests may be made to:

        if to the Company or any Guarantor:

Molson Coors Brewing Company
311 10th Street
Golden, Colorado 80401-0030
Attention: Chief Legal Officer

        if to the Agent Trustee:

TD Banknorth Wealth Management Group
Corporate Trust Department
2300 St. George Road / P.O. Box 1350
Williston, Vermont 05495
Attention: Brent Raymond
Facsimile: (802) 879-2216

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ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

(Print or type assignee's name, address and zip code)

(Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint                                    agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

Date:	Your Signature:
Sign exactly as your name appears on the other side of this Security.

In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Securities and the last date, if any, on which such Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

(1)	o	to the Company; or
(2)	o	pursuant to an effective registration statement under the Securities Act of 1933; or
(3)	o	inside the United States to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
(4)	o	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933;
(5)	o	in accordance with another exemption from the registration requirements of the Securities Act; or
(6)	o	pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933.

Unless one of the boxes is checked, the Agent Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (4), (5) or (6) is checked, the Agent Trustee shall

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be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, such as the exemption provided by Rule 144 under such Act.

	Signature
Signature Guarantee:
Signature must be guaranteed	Signature

        Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

        The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Date:
	NOTICE:	To be executed by an executive officer

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[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

        The following increases or decreases in this Global Security have been made:

Date of Exchange
Amount of decrease in
Principal amount of
this Global Security Amount of increase in
Principal amount of
this Global Security Principal amount of this
Global Security following
such decrease or increase Signature of authorized
officer of Agent
Trustee or Securities
Custodian

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EXHIBIT B
to
RULE 144A/REGULATIONS APPENDIX

[FORM OF FACE OF EXCHANGE SECURITY]
*/

[Canadian Securities Legend]

        A HOLDER OF THIS SECURITY WHO IS IN CANADA, UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, MUST NOT TRADE THIS SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) [THE DISTRIBUTION DATE] AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA.

*/[If the Security is to be issued in global form add the Global Securities Legend from Exhibit A to the Appendix and the attachment from such Exhibit A captioned "[TO BE ATTACHED TO GLOBAL SECURITIES]—SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY".]

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CUSIP No.	ISIN No.
No. R-	U.S.$

4.85% Notes due 2010

        Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company, promises to pay to CEDE & CO., or registered assigns, the principal sum of up to U.S.$                        on September 22, 2010 as more particularly specified on the Schedule of Increases or Decreases in Global Security attached hereto.

        Interest Payment Dates: March 22 and September 22, commencing March 22, 2006.

        Record Dates: March 1 and September 1.

        Additional provisions of this Security are set forth on the attached "Terms of Notes."

Dated:

MOLSON COORS CAPITAL FINANCE ULC
By:
	Name: Title:

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TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

TD BANKNORTH, NATIONAL ASSOCIATION
    as Trustee, certifies
        that this is one of
        the Securities referred
        to in the Indenture.

By:
	Authorized Signatory

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TERMS OF NOTES

4.85% Senior Notes due 2010

1.    Interest

        Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company (such company, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay interest on the principal amount of this U.S. Denominated Security at the rate per annum shown above. The Company will pay interest semiannually on March 22 and September 22 of each year, commencing March 22, 2006. Interest on the U.S. Denominated Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance of such U.S. Denominated Securities. Interest will be paid, in arrears, in equal installments and will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal at the above rate and will pay interest on overdue installments of interest at such rate to the extent lawful.

2.    Method of Payment

        The Company will pay interest on the U.S. Denominated Securities (except defaulted interest) to the Persons who are registered holders of U.S. Denominated Securities at the close of business on the March 1 or September 1 immediately preceding the interest payment date even if U.S. Denominated Securities are canceled after the record date and on or before the interest payment date. Holders must surrender U.S. Denominated Securities to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the U.S. Denominated Securities represented by a Global Security (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company. The Company will make all payments in respect of a certificated U.S. Denominated Security (including principal, premium, if any, and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on a certificated U.S. Denominated Security will be made by wire transfer to a U.S. Dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Agent Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Agent Trustee may accept in its discretion).

3.    Paying Agent and Registrar

        Initially, TD Banknorth, National Association, a national banking association organized and existing under the laws of the United States (the "Agent Trustee"), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company, the Parent or any of the Parent's Subsidiaries may act as Paying Agent, Registrar or co-registrar.

4.    Indenture

        The Company issued the Notes under an Indenture dated as of September 22, 2005 (as supplemented by (1) the First Supplemental Indenture dated as of September 22, 2005 (the "First Supplemental Indenture") by and among the Company, the Parent, the Subsidiary Guarantors, the U.S. Trustee and the Agent Trustee and (2) the Second Supplemental Indenture dated as of September 22, 2005 (the "Second Supplemental Indenture") by and among the Company, the Parent, each of the Subsidiary Guarantors and the Canadian Trustee, the "Indenture"), among the Company, the Parent, the Subsidiary Guarantors and the Trustees (each, as defined therein). The terms of the U.S. Denominated Securities include those stated in the Indenture and those made part of the Indenture by

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reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The U.S. Denominated Securities are subject to all such terms, and Holders of U.S. Denominated Securities are referred to the Indenture and the Act for a statement of those terms. To the extent the terms of this U.S. Denominated Security and those of the Indenture may conflict, the Indenture shall control.

        The U.S. Denominated Securities are general unsecured obligations of the Company. The Initial U.S. Denominated Securities issued on the Issue Date, any Additional Securities and all Exchange Securities issued in exchange therefor will be treated as a single Tranche for all purposes under the Indenture. The Indenture contains covenants that limit the ability of the Company and its subsidiaries to incur additional secured indebtedness and enter into specified sale and leaseback transactions. These covenants are subject to important exceptions and qualifications.

5.    Optional Redemption

        The U.S. Denominated Securities are subject to redemption, in whole or in part, at the option of the Company, at any time at a redemption price equal to the greater of (1) 100% of the principal amount of the U.S. Denominated Securities being redeemed or (2) the Make Whole Amount for the U.S. Denominated Securities being redeemed, plus, in each case, accrued and unpaid interest to the redemption date.

        Upon the occurrence of a Tax Redemption Event, the Company may redeem the U.S. Denominated Securities at any time, in whole but not in part, at a redemption price equal to the principal amount of the outstanding U.S. Denominated Securities, plus accrued and unpaid interest on the principal amount of the U.S. Denominated Securities being redeemed to, but excluding, the redemption date, by delivering to the Agent Trustee at least 30 days, but not more than 60 days, prior to the date fixed for such redemption, a certificate, signed by an authorized officer, stating that the Company is entitled to redeem such U.S. Denominated Securities pursuant to the Indenture and specifying the date fixed for such redemption.

6.    Notice of Redemption

        Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of U.S. Denominated Securities to be redeemed at his registered address. Other than with respect to a redemption resulting from the occurrence of a Tax Redemption Event, U.S. Denominated Securities in denominations larger than U.S.$1,000 principal amount may be redeemed in part but only in whole multiples of U.S.$1,000. If money sufficient to pay the redemption price of and accrued interest on all U.S. Denominated Securities (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such U.S. Denominated Securities (or such portions thereof) called for redemption.

7.    Guaranty

        The payment by the Company of the principal of, and premium and interest on, the U.S. Denominated Securities is fully and unconditionally guaranteed on a joint and several senior basis by the Parent and each of the Subsidiary Guarantors.

8.    Denominations; Transfer; Exchange

        The U.S. Denominated Securities are in registered form without coupons in denominations of U.S.$1,000 principal amount and whole multiples of U.S.$l,000. A Holder may transfer or exchange U.S. Denominated Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer or

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exchange of any U.S. Denominated Securities selected for redemption (except, in the case of a U.S. Denominated Security to be redeemed in part, the portion of the U.S. Denominated Security not to be redeemed) or any U.S. Denominated Securities for a period of 15 days before a selection of U.S. Denominated Securities to be redeemed.

9.    Persons Deemed Owners

        The registered Holder of this U.S. Denominated Security may be treated as the legal owner of it for all purposes.

10.    Unclaimed Money

        If money for the payment of principal or interest remains unclaimed for two years, the Agent Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company or such other Person and not to the Agent Trustee for payment.

11.    Discharge and Defeasance

        Subject to certain conditions, the Company at any time shall be entitled to terminate all of its obligations under the U.S. Denominated Securities and the Indenture if the Company deposits with the Agent Trustee money or U.S. Government Obligations for the payment of principal and interest on the U.S. Denominated Securities to redemption or maturity, as the case may be.

12.    Amendment, Waiver

        Subject to certain exceptions set forth in the Indenture, (i) the Indenture and the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount outstanding of the Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company, the Guarantors and the Trustees shall be entitled to amend the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the Indenture, or to provide for uncertificated Notes in addition to or in place of certificated Notes, or to add guaranties with respect to the Notes, including the Parent Guaranty and the Subsidiary Guaranties, or to secure the Notes, or to add additional covenants or events of default or to surrender rights and powers conferred on the Company or the Guarantors, or to comply with any request of the SEC in connection with qualifying the Indenture under the Act, or to make any change that does not adversely affect the rights of any Securityholder, or to add to, change, or eliminate any of the provisions of the Indenture with respect to one or more Series of Securities issued subsequent to such amendment or supplement, or to evidence and provide for the acceptance of appointment by a successor or separate Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of the Indenture necessary or desirable to provide for or facilitate the administration of the Indenture by more than one Trustee, or to establish the form or terms of Securities and coupons of any Series and to change the procedures for transferring and exchanging Securities of any Series so long as such change does not, subject to applicable law, adversely affect the Securityholders.

13.    Defaults and Remedies

        Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal (or premium, if any) on the Securities when due; (iii) failure by the Company or any Guarantor to comply with other covenants in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) the acceleration of certain types of debt of the Parent, the Company, any Subsidiary Guarantors or certain of the Parent's subsidiaries in a principal amount exceeding U.S.$50,000,000 as a result of the failure of the Parent, the Company, or

A-28

such subsidiary to perform any covenant or agreement applicable to such debt which acceleration is not rescinded or annulled within a certain time period; and (v) certain events of bankruptcy or insolvency with respect to the Company or the Parent Guarantor as set forth in the Indenture. If an Event of Default occurs and is continuing, the Trustees or the Holders of at least 25% in principal amount of the Securities Series may declare all such Securities to be due and payable immediately as provided for and subject to the terms and provisions of the Indenture.

        Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustees may refuse to enforce the Indenture or the Securities unless it receives indemnity or security satisfactory to it. Subject to certain limitations provided for in the Indenture, Holders of Securities may direct the Trustees in their exercise of any trust or power.

14.    Trustees' Dealings with the Company

        Subject to certain limitations imposed by the Act, each Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not a Trustee.

15.    No Recourse Against Others

        A director, officer, employee or stockholder, as such, of the Company or any Trustee shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

16.    Authentication

        This U.S. Denominated Security shall not be valid until an authorized signatory of the Agent Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this U.S. Denominated Security.

17.    Abbreviations

        Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

18.    CUSIP Numbers

        Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustees to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

19.    Holders' Compliance with Registration Rights Agreement

        Each Holder of a U.S. Denominated Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.

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20.    Governing Law

        THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

        The Company will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture. Requests may be made to:

if to the Company or any Guarantor:

Molson Coors Brewing Company
311 10th Street
Golden, Colorado 80401-0030
Attention: Chief Legal Officer

if to the Agent Trustee:

TD Banknorth Wealth Management Group
Corporate Trust Department
2300 St. George Road / P.O. Box 1350
Williston, Vermont 05495
Attention: Brent Raymond
Facsimile: (802) 879-2216

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ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

(Print or type assignee's name, address and zip code)

(Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint                                    agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

Date:	Your Signature:
Sign exactly as your name appears on the other side of this Security.

	Signature
Signature Guarantee:
Signature must be guaranteed	Signature

        Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

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[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

        The following increases or decreases in this Global Security have been made:

Date of Exchange
Amount of decrease in
Principal amount of
this Global Security Amount of increase in
Principal amount of
this Global Security Principal amount of this
Global Security following
such decrease or increase Signature of authorized
officer of Agent
Trustee or Securities
Custodian

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Exhibit 4.2

EX-4.3

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Exhibit 4.3

SECOND SUPPLEMENTAL INDENTURE

DATED AS OF SEPTEMBER 22, 2005

to

INDENTURE

dated as of September 22, 2005

among

MOLSON COORS CAPITAL FINANCE ULC,

as Issuer

THE GUARANTORS NAMED THEREIN,

as Guarantors,

and

THE CANADA TRUST COMPANY,

as Canadian Trustee

TABLE OF CONTENTS

			Page
ARTICLE I    Definitions			2
ARTICLE II    Designation and Terms of the Securities			3
	Section 2.01	Title and Aggregate Principal Amount	3
	Section 2.02	Execution	3
	Section 2.03	Other Terms and Form of the Securities	3
	Section 2.04	Further Issues, Single Tranche	4
	Section 2.05	Interest and Principal	4
	Section 2.06	Place of Payment	4
	Section 2.07	Depositary; Registrar	5
	Section 2.08	Deemed Value of Canadian Denominated Securities	5
	Section 2.09	Sinking Fund	5
	Section 2.10	Taxes	5
ARTICLE III    Redemption of the Securities			7
	Section 3.01	Optional Redemption	7
	Section 3.02	Tax Redemption Event	7
ARTICLE IV    Guaranties			8
	Section 4.01	Parent Guaranty	8
	Section 4.02	Subsidiary Guaranties	8
ARTICLE V    Miscellaneous			8
	Section 5.01	Ratification of Original Indenture: Supplemental Indentures Part of Original Indenture	8
	Section 5.02	Concerning the Canadian Trustee	8
	Section 5.03	Counterparts	8
	Section 5.04	Judgment Currency	8
Appendix
Exhibit A	Form of Initial Canadian Denominated Security
Exhibit B	Form of Exchange Security

i

        SECOND SUPPLEMENTAL INDENTURE, dated as of September 22, 2005 (this "Second Supplemental Indenture"), to the Indenture dated as of September 22, 2005 (the "Original Indenture"), among MOLSON COORS CAPITAL FINANCE ULC, a Nova Scotia unlimited liability company (the "Company"), MOLSON COORS BREWING COMPANY, a Delaware corporation (the "Parent Guarantor"), COORS BREWING COMPANY, a Colorado corporation, COORS DISTRIBUTING COMPANY, a Colorado corporation, COORS WORLDWIDE, INC., a Colorado corporation, COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P., a Colorado limited liability limited partnership, COORS GLOBAL PROPERTIES, INC., a Colorado corporation, COORS INTERCONTINENTAL, INC., a Colorado corporation, and COORS BREWING COMPANY INTERNATIONAL, INC., a Colorado corporation (collectively, the "Subsidiary Guarantors" and, together with the Parent Guarantor, the "Guarantors") and THE CANADA TRUST COMPANY, a trust company duly amalgamated and existing under the laws of Canada, as Canadian Trustee (the "Canadian Trustee").

        WHEREAS, the Company, the Guarantors, the Canadian Trustee and TD Banknorth, National Association, a national banking association organized and existing under the laws of the United States, as U.S. Trustee and initial Agent Trustee (the "U.S. Trustee" and, together with the Canadian Trustee, the "Trustees"), have heretofore executed and delivered the Original Indenture to provide for the issuance from time to time of Securities (as defined in the Original Indenture) of the Company, to be issued in one or more Series;

        WHEREAS, Sections 2.01, 2.02 and 9.01 of the Original Indenture provide, among other things, that the Company and either or both of the Trustees may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the designation, form, terms and conditions of Securities of any Series as permitted by Sections 2.01, 2.02 and 9.01 of the Original Indenture;

        WHEREAS, the Company (i) desires the issuance of a Series of Securities containing two Tranches to be designated as hereinafter provided, (ii) has requested the U.S. Trustee to enter into the First Supplemental Indenture (the "First Supplemental Indenture") for the purpose of establishing the designation, form, terms and conditions of the Securities of one Tranche of such Series to be issued in U.S. Dollar denominations (the "U.S. Denominated Securities"), and (iii) has requested the Canadian Trustee to enter into this Second Supplemental Indenture for the purpose of establishing the designation, form, terms and conditions of the Securities of one Tranche of such Series to be issued in Canadian Dollar denominations (the "Canadian Denominated Securities");

        WHEREAS, the Parent Guarantor and the Subsidiary Guarantors will guarantee the Series of Securities being issued pursuant to the First Supplemental Indenture and this Second Supplemental Indenture;

        WHEREAS, the Company has duly authorized the creation of an issue of its 4.85% Senior Notes due 2010 and its 5.00% Senior Notes due 2015 (collectively, the "Notes", which term includes any securities issued under the First Supplemental Indenture and any securities issued under this Second Supplemental Indenture, including any Exchange Securities that may be issued as provided in the Appendix to the First Supplemental Indenture, any additional securities that may be issued under the First Supplemental Indenture, any Exchange Securities that may be issued as provided in the Appendix to this Second Supplemental Indenture and any additional securities that may be issued under this Second Supplemental Indenture, all such Notes to be deemed and treated collectively as a single Series of Securities); and

        WHEREAS, all action on the part of the Company necessary to authorize the issuance of the Securities under the Original Indenture, the First Supplemental Indenture and this Second Supplemental Indenture (the Original Indenture, as supplemented by the First Supplemental Indenture and this Second Supplemental Indenture, being hereinafter called the "Indenture") has been duly taken.

        NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:

        That, in order to establish the designation, form, terms and conditions of, and to authorize the authentication and delivery of, the Canadian Denominated Securities, and in consideration of the acceptance of the Canadian Denominated Securities by the Holders thereof and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I
Definitions

        (a)   Capitalized terms used herein and not otherwise defined herein or in the Appendix shall have the respective meanings ascribed thereto in the Original Indenture.

        (b)   The rules of interpretation set forth in the Original Indenture shall be applied hereto as if set forth in full herein.

        (c)   For all purposes of this Second Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following respective meanings (such meanings shall apply equally to both the singular and plural forms of the respective terms):

        "Appendix" has the meaning set forth in Section 2.03 hereof.

        "Additional Amounts" has the meaning set forth in Section 2.10 hereof.

        "Additional Securities" means 5.00% Senior Notes due September 22, 2015, denominated in Canadian Dollars and issued from time to time after the Issue Date pursuant to Section 2.04 hereof and under the terms of the Indenture (other than pursuant to Sections 2.07, 2.08, 2.10 or 3.06 of the Original Indenture and other than Exchange Securities issued pursuant to an exchange offer for Securities outstanding under the Indenture).

        "Canadian Denominated Securities" has the meaning set forth in the preamble hereof.

        "Canada Yield Price" has the meaning set forth in Section 3.01 hereof.

        "CDS" has the meaning set forth in Section 2.07 hereof.

        "Exchange Offer Agreement" has the meaning set forth in the Appendix hereto.

        "Exchange Securities" has the meaning set forth in the Appendix hereto.

        "Excluded Taxes" means any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or governmental charge.

        "Government of Canada Yield" has the meaning set forth in Section 3.01 hereof.

"Indemnified Taxes" means any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of the United States or any political subdivision or any authority or agency therein or thereof having power to tax.

        "Initial Canadian Denominated Securities" has the meaning set forth in Section 2.01 hereof.

        "Interest Payment Date" has the meaning set forth in Section 2.05 hereof.

        "Notes" has the meaning set forth in the preamble hereof.

        "Record Date" has the meaning set forth in Section 2.05 hereof.

2

        "Tax Redemption Event" means a change (including an announced prospective change) in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the United States or any political subdivision or taxing authority thereof or therein or any change (including an announced prospective change) in official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date hereof, and which, in the written opinion of legal counsel of recognized standing to the Company, has resulted or will result (assuming, in the case of any announced prospective change, that such change will become effective as of the date specified in such announcement and in the form announced) in the Company, the Parent or any Subsidiary Guarantor, as the case may be, becoming obligated to pay, on the next succeeding date on which principal, premium, if any, or interest is due, any Additional Amounts; provided that, the Company, the Parent or such Subsidiary Guarantor (or its successor), as the case may be, in its business judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to it (or its successor).

        "Transfer Restricted Securities" has the meaning set forth in the Appendix hereto.

        "United States Alien" means any person who, for United States federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident fiduciary of a foreign estate or trust, or a foreign partnership, one or more of the members of which is a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust and has notified the Parent in writing of its status as such.

        "U.S. Denominated Securities" has the meaning set forth in the preamble hereof.

ARTICLE II
Designation and Terms of the Securities

        Section 2.01    Title and Aggregate Principal Amount.    There is hereby created under this Second Supplemental Indenture, together with the First Supplemental Indenture, one Series of Securities designated "Senior Notes", issued in two Tranches, (i) one Tranche of which shall be issued under the First Supplemental Indenture in an aggregate principal amount initially equal to U.S.$300,000,000 bearing an interest rate of 4.85% with a maturity date of September 22, 2010 and (ii) one Tranche of which shall be issued under this Second Supplemental Indenture in an aggregate principal amount initially equal to Cdn.$900,000,000 bearing an interest rate of 5.00% with a maturity date of September 22, 2015 (the "Initial Canadian Denominated Securities").

        Section 2.02    Execution.    The Canadian Denominated Securities may forthwith be executed by the Company and delivered to the Canadian Trustee for authentication and delivery by the Canadian Trustee in accordance with the provisions of Section 2.03 of the Original Indenture and Section 2.03(b) of this Second Supplemental Indenture.

        Section 2.03    Other Terms and Form of the Securities.    (a) The Canadian Denominated Securities shall have and be subject to such other terms as provided in the Indenture and shall be evidenced by one or more Global Securities in registered form only and in the form of Exhibit A to the Appendix (as defined below). Beneficial interests in a Global Security shall be represented through book-entry accounts, to be established and maintained by CDS for financial institutions acting on behalf of beneficial owners as direct and indirect participants in CDS.

        (b)   Provisions relating to the Initial Canadian Denominated Securities and the Exchange Securities are set forth in the Appendix attached hereto (the "Appendix") which is hereby incorporated in and expressly made part of this Second Supplemental Indenture. The Initial Canadian Denominated Securities and the Canadian Trustee's certificate of authentication shall be substantially in the form of Exhibit A to the Appendix. The Exchange Securities and the Canadian

3

Trustee's certificate of authentication shall be substantially in the form of Exhibit B to the Appendix. The Canadian Denominated Securities may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). Each Canadian Denominated Security shall be dated the date of its authentication. The terms of the Canadian Denominated Securities set forth in the Appendix and the Exhibits thereto are part of the terms of this Second Supplemental Indenture.

        Section 2.04    Further Issues, Single Tranche.    In addition to any U.S. Denominated Securities issued under the First Supplemental Indenture, the Company shall be entitled to issue Additional Securities under this Second Supplemental Indenture which shall have identical terms as the Canadian Denominated Securities issued on the Issue Date, other than with respect to the date of issuance and issue price, so as to form a single Series of Securities with the other Canadian Denominated Securities issued hereunder and the U.S. Denominated Securities issued under the First Supplemental Indenture. The Canadian Denominated Securities issued on the Issue Date, any Additional Securities and all Exchange Securities issued in exchange therefor shall be treated as a single Tranche for all purposes under the Indenture.

        With respect to any Additional Securities, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each of which shall be delivered to the Canadian Trustee, the following information:

(1)

the aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to the Indenture and this Second Supplemental Indenture;



(2)

the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code; and



(3)

whether such Additional Securities shall be Transfer Restricted Securities and issued in the form of Initial Canadian Denominated Securities as set forth in the Appendix to this Second Supplemental Indenture or shall be issued in the form of Exchange Securities as set forth in Exhibit B to the Appendix.

        Section 2.05    Interest and Principal.    The Canadian Denominated Securities issued under this Second Supplemental Indenture will mature on September 22, 2015 and will bear interest at the rate of 5.00% per annum. The Company will pay interest on the Canadian Denominated Securities, in arrears, in equal installments, on each March 22 and September 22 (the "Interest Payment Dates"), beginning on March 22, 2006, to the holders of record as of the close of business on the immediately preceding March 1 or September 1 (the "Record Dates"), respectively. Interest on the Canadian Denominated Securities shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance. Interest shall be calculated on the basis of the actual number of days in the applicable year. Payments of the principal of and interest on the Canadian Denominated Securities shall be made in Canadian Dollars, and the Canadian Denominated Securities shall be denominated in Canadian Dollars.

        Section 2.06    Place of Payment.    The place of payment where the Canadian Denominated Securities may be presented or surrendered for payment, where the principal of and interest and any other payments due on the Canadian Denominated Securities are payable, where the Canadian Denominated Securities may be surrendered for registration of transfer or exchange and where notices and demands (other than service of process) to and upon the Company in respect of the Canadian Denominated Securities and the Indenture may be served shall be in Toronto, Canada, and the office or agency maintained by the Company for such purpose shall initially be the Corporate Trust Office of

4

the Canadian Trustee in Toronto. At the option of the Company, payment of interest on the Canadian Denominated Securities may be made by cheque mailed to registered Holders in accordance with section 2.13 (e) of the Original Indenture.

        Section 2.07    Depositary; Registrar.    The Company initially appoints The Canadian Depository for Securities Limited ("CDS") to act as Depositary with respect to the Global Securities. The Company initially appoints the Canadian Trustee to act as the Registrar and the Paying Agent and designates the Canadian Trustee's Toronto office as the office or agency referred to in Section 2.04 of the Original Indenture.

        Section 2.08    Deemed Value of Canadian Denominated Securities.    For purposes of any determination requiring that Canadian Denominated Securities and U.S. Denominated Securities be aggregated, each Holder of Canadian Denominated Securities shall be deemed to hold a principal amount of U.S.$843.81 of Notes for every Cdn.$1,000 principal amount of Canadian Denominated Securities held by such Holder.

        Section 2.09    Sinking Fund.    The Canadian Denominated Securities shall not be redeemable at the option of any Holder thereof, upon the occurrence of any particular circumstances or otherwise. The Canadian Denominated Securities will not have the benefit of any sinking fund.

        Section 2.10    Taxes.    (a) Any and all payments made by or on behalf of the Company, the Parent or any of the Subsidiary Guarantors under or with respect to any Canadian Denominated Securities or the Guaranties to a United States Alien will be made free and clear of, and without withholding or deduction for or on account of, any Indemnified Taxes, unless the Company, the Parent or such Subsidiary Guarantor, as the case may be, is required to withhold or deduct Indemnified Taxes by law or by the interpretation or administration thereof. If the Company, the Parent or such Subsidiary Guarantor is so required to withhold or deduct any amount for or on account of Indemnified Taxes from any payment made under or with respect to the Canadian Denominated Securities or the Guaranties, the Company, the Parent or such Subsidiary Guarantor, as the case may be, shall pay to each Holder of such Canadian Denominated Securities, as additional interest, such additional amounts (the "Additional Amounts") as may be necessary so that the net amount received by each such Holder after such withholding or deduction (and after deducting any Indemnified Taxes on such Additional Amounts) will not be less than the amount such Holder would have received if such Indemnified Taxes had not been withheld or deducted, except as provided in Section 2.10(b) of this Second Supplemental Indenture.

        (b)   No Additional Amounts will be payable with respect to:

          (i)  a payment made to a Holder in respect of the beneficial owner thereof for or on account of:

        A.    any such tax, assessment or other governmental charge which would not have been so imposed but for the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of such Holder, if such Holder is an estate, a trust, a partnership or a corporation) and the United States, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein, or having or having had a permanent establishment therein;

        B.    any tax, assessment or other governmental charge imposed by reason of such Holder's past or present status for United States federal income tax purposes as a personal holding company or foreign personal holding company or controlled foreign corporation or passive foreign investment company or as a corporation which accumulates

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earnings to avoid United States federal income tax or as a private foundation or other tax-exempt organization;

        C.    any tax, assessment or other governmental charge which would not have been so imposed but for the presentation by the Holder of any Canadian Denominated Securities for payment on a date more than 60 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

        D.    any tax, assessment or other governmental charge imposed by reason of such Holder's past or present status as the actual or constructive owner of 10 per cent or more of the total combined voting power of all classes of stock entitled to vote of the Company or Parent;

        E.    any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information or other reporting requirements concerning the nationality, residence or identity of the Holder or beneficial owner of such Canadian Denominated Security if such compliance is required by statute or by regulation of the United States or of any political subdivision or taxing authority thereof or therein as a precondition to relief or exemption from such tax, assessment or other governmental charge;

        F.     any tax, assessment or other governmental charge imposed on a Holder that is a "United States Person" as defined in section 7701(a)(30) of the Code;

        G.    any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments on or in respect of any Canadian Denominated Security; or

        H.    any combination of the foregoing items; and

         (ii)  any Excluded Taxes.

        (c)   In the event that the Company, the Parent or such Subsidiary Guarantor is so required to withhold or deduct any amount for or on account of Indemnified Taxes from any payment made under or with respect to the Canadian Denominated Securities, the Company, the Parent or such Subsidiary Guarantor, as the case may be, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law.

        (d)   The Company, the Parent or any Subsidiary Guarantors, as the case may be, shall furnish to the Holders of the Canadian Denominated Securities, within 60 days after the date the payment of such Indemnified Taxes is due pursuant to applicable law, certified copies of tax receipts or other documents evidencing such payment by the Company, the Parent or such Subsidiary Guarantor, as the case may be.

        (e)   The Company, the Parent and each Subsidiary Guarantor shall indemnify and hold harmless each Holder from and against, and upon written request reimburse each such Holder for the amount (excluding any Excluded Taxes or amounts with respect to which Additional Amounts have previously been paid by the Company, the Parent or any of the Subsidiary Guarantors) of:

          (i)  any Indemnified Taxes levied or imposed and paid by such Holder as a result of payments made under or with respect to the Canadian Denominated Securities or the Guaranties;

         (ii)  any liability (including penalties, interest and expenses) arising therefrom or with respect thereto; and

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        (iii)  any Indemnified Taxes imposed and paid by such Holder with respect to any reimbursement under sub-clause (i) or (ii) above.

        (f)    The Company shall pay any present or future stamp, court, documentary or other similar taxes, charges or levies that arise from the execution, delivery or registration of, or enforcement of rights under, the Indenture or any related document.

ARTICLE III
Redemption of the Securities

        Section 3.01    Optional Redemption.    The Canadian Denominated Securities will be redeemable as a whole at any time or in part from time to time, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount of such Canadian Denominated Securities then outstanding or (ii) the Canada Yield Price; plus, in either case, accrued and unpaid interest on the principal amount being redeemed to the redemption date. Notwithstanding the foregoing, installments of interest on Canadian Denominated Securities that are due and payable on Interest Payment Dates falling on or prior to a redemption date will be payable on the Interest Payment Date to the Holders as of the close of business on the relevant Record Date. Notice of any redemption will be mailed by first class mail, postage prepaid, at least 30 days but no more than 60 days before the redemption date to each Holder of the Canadian Denominated Securities to be redeemed. Unless the Company defaults in payment of the redemption price and accrued and unpaid interest, on and after the redemption date, interest will cease to accrue on the Canadian Denominated Securities or portions thereof called for redemption. If fewer than all of the Canadian Denominated Securities are to be redeemed, the Canadian Trustee shall select, not more than 60 days prior to the redemption date, the particular Canadian Denominated Securities or portions thereof for redemption from the outstanding Canadian Denominated Securities not previously called by such method as the Canadian Trustee deems fair and appropriate. In addition, the Company (i) may elect to redeem U.S. Denominated Securities without redeeming all or any Canadian Denominated Securities, and (ii) may elect to redeem Canadian Denominated Securities without redeeming all or any U.S. Denominated Securities.

        "Canada Yield Price" means a price equal to the price which, if the Canadian Denominated Securities being redeemed were to be issued at such price on the date of redemption, would provide a yield thereon from the date of redemption to their Maturity Date equal to the Government of Canada Yield plus 29 basis points, calculated on the Business Day preceding the date of redemption of the Canadian Denominated Securities.

        "Government of Canada Yield" means the effective yield from the date fixed for redemption to September 22, 2015, assuming semi-annual compounding, which a non-callable Government of Canada bond, trading at par, would carry if issued in Canadian Dollars in Canada on the date fixed for redemption with a maturity date of September 22, 2015. The Government of Canada Yield shall be calculated as the arithmetic average of the yields to maturity quoted by two Canadian investment dealers selected by the Company and acceptable to the Canadian Trustee.

        Section 3.02    Tax Redemption Event.    Upon the occurrence of a Tax Redemption Event, the Company may redeem the Canadian Denominated Securities at any time, in whole but not in part, at a redemption price equal to the principal amount of the outstanding Canadian Denominated Securities, plus accrued and unpaid interest on the principal amount of the Canadian Denominated Securities being redeemed to, but excluding, the redemption date, by delivering to the Canadian Trustee at least 30 days, but not more than 60 days, prior to the date fixed for such redemption, a certificate, signed by an authorized Officer, stating that the Company is entitled to redeem such Canadian Denominated Securities pursuant to this Section 3.02 and specifying the date fixed for such redemption.

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ARTICLE IV
Guaranties

        Section 4.01    Parent Guaranty.    The Canadian Denominated Securities shall be guaranteed by the Parent. The Parent hereby confirms its Guaranty of the Canadian Denominated Securities and confirms the applicability of the provisions of the Original Indenture to the Parent with respect to the Canadian Denominated Securities.

        Section 4.02    Subsidiary Guaranties.    The Canadian Denominated Securities shall be guaranteed by the following Subsidiaries (which are hereby designated "Subsidiary Guarantors" under the Indenture with respect to these Canadian Denominated Securities): Coors Brewing Company, Coors Distributing Company, Coors Worldwide, Inc., Coors International Market Development, L.L.L.P., Coors Global Properties, Inc., Coors Intercontinental, Inc., Coors Brewing Company International, Inc. and any other Subsidiary that executes and delivers to the Trustees a Guaranty Agreement pursuant to the terms of Section 4.06 of the Original Indenture. Each of the Subsidiary Guarantors hereby confirms its Guaranty of the Canadian Denominated Securities and confirms the applicability of the provisions of the Original Indenture to such Subsidiary Guarantor with respect to the Canadian Denominated Securities.

ARTICLE V
Miscellaneous

        Section 5.01    Ratification of Original Indenture: Supplemental Indentures Part of Original Indenture.    Except as expressly amended or supplemented hereby, the Original Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Second Supplemental Indenture shall form a part of the Original Indenture for all purposes, and every Holder of any Canadian Denominated Securities heretofore or hereafter authenticated and delivered pursuant hereto shall be bound hereby. Except only insofar as the Original Indenture may be inconsistent with the express provisions of this Second Supplemental Indenture, in which case the terms of this Second Supplemental Indenture shall govern and supersede those contained in the Original Indenture, this Second Supplemental Indenture shall henceforth have effect so far as practicable as if all the provisions of the Original Indenture and this Second Supplemental Indenture were contained in one instrument.

        Section 5.02    Concerning the Canadian Trustee.    The recitals contained herein and in the Canadian Denominated Securities, except with respect to the Canadian Trustee's certificates of authentication, shall be taken as the statements of the Company, and the Canadian Trustee assumes no responsibility for the correctness of the same. The Canadian Trustee makes no representations as to the validity or sufficiency of this Second Supplemental Indenture or of the Canadian Denominated Securities.

        Section 5.03    Counterparts.    This Second Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

        Section 5.04    Judgment Currency.    If, for the purpose of obtaining judgment in, or enforcing the judgment of, any court, it becomes necessary to convert a sum due under the Indenture or the Guaranties into Canadian 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 BMO Nesbitt Burns Inc. or another nationally-recognized bank in Canada could purchase such other currency with Canadian Dollars in the City of Toronto on the Business Day preceding that day on which final judgment is given. The obligations of the Company, the Parent and the Subsidiary Guarantors in respect of any sum due from them to any Holders of Canadian Denominated Securities shall, notwithstanding any judgment in currency other than Canadian Dollars,

8

not be discharged until the first Business Day, following receipt by such Holders of Canadian Denominated Securities of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Holders of Canadian Denominated Securities may in accordance with normal banking procedures purchase such other currency with Canadian Dollars.

        The Company and each Guarantor hereby agree to indemnify the Canadian Denominated Security Holders against any loss incurred by any of them as a result of any judgment or order being given or made for any sum due under the Indenture or the Guaranties 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 Canadian 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 Toronto at which the Company or such Guarantor on the date of payment of judgment or order is able to purchase Canadian Dollars with the amount of the judgment currency actually paid by the Company 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, Canadian Dollars.

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        IN WITNESS WHEREOF, the parties have caused this Second Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the date first above written.

MOLSON COORS CAPITAL FINANCE ULC
MOLSON COORS BREWING COMPANY
COORS BREWING COMPANY
COORS DISTRIBUTING COMPANY
COORS WORLDWIDE, INC.
COORS INTERCONTINENTAL, INC.
COORS BREWING COMPANY INTERNATIONAL, INC.
By:	/s/  ANNITA M. MENOGAN Name: Annita M. Menogan Title: Authorized Officer
COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P.
By:	Coors Global Properties, Inc. Title: General Partner
By:	/s/  SAMUEL D. WALKER Name: Samuel D. Walker Title: Chairman and Director
COORS GLOBAL PROPERTIES, INC.
By:	/s/  SAMUEL D. WALKER Name: Samuel D. Walker Title: Chairman and Director
THE CANADA TRUST COMPANY
By:	/s/  KATHRYN T. THORPE Name: Kathryn T. Thorpe Title: Authorized Signatory
By:	/s/  SUSAN KHOKHER Name: Susan Khokher Title: Authorized Signatory

        APPENDIX

PROVISIONS RELATING TO INITIAL CANADIAN DENOMINATED SECURITIES
AND EXCHANGE SECURITIES

        1.1    Definitions

        For the purposes of this Appendix the following terms shall have the meanings indicated below:

        "Canadian Denominated Securities" means the Initial Canadian Denominated Securities and the Exchange Securities.

        "Canadian Securities Law" means 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 or other regulatory authority of each province of Canada, as the same may be modified by discretionary relief therefrom granted by such securities commission or regulatory authority.

        "Definitive Security" means a certificated Initial Canadian Denominated Security or Exchange Security bearing, if required, the restricted securities legends set forth in this Appendix.

        "Depositary" means The Canadian Depository for Securities Limited, its nominees and their respective successors.

        "Exchange Offer" means the offer by the Company, pursuant to the Exchange Offer Agreement, to certain Holders of Initial Canadian Denominated Securities, to issue and deliver to such Holders, in exchange for the Initial Canadian Denominated Securities, a like aggregate principal amount of Exchange Securities pursuant to a preliminary prospectus and final prospectus filed under the Canadian Securities Laws.

        "Exchange Offer Agreement" means (1) with respect to the Initial Canadian Denominated Securities issued on the Issue Date, the Exchange Offer Agreement dated September 22, 2005, among, inter alia, the Company, the Guarantors, the Initial Purchasers and the Sub-Purchasers, and (2) with respect to each issuance of Additional Securities issued in a transaction exempt from the prospectus requirements of applicable Canadian Securities Laws, the exchange offer agreement, if any, among the Company and any persons purchasing such Additional Securities under the related Purchase Agreement.

        "Exchange Securities" means the (1) Canadian Denominated Securities to be issued pursuant to the Indenture in connection with the Exchange Offer or (2) Additional Securities, if any, issued pursuant to a preliminary prospectus and final prospectus filed under the Canadian Securities Laws.

        "Initial Purchaser" means (1) with respect to the Initial Canadian Denominated Securities issued on the Issue Date, J.P. Morgan Securities, Inc., Morgan Stanley & Co. Incorporated, Deutsche Bank Securities Inc., BMO Nesbitt Burns Inc. and TD Securities Inc. and (2) with respect to each issuance of Additional Securities, the Persons purchasing such Additional Securities under the related Purchase Agreement.

        "Initial Canadian Denominated Securities" means (1) Cdn.$900 million aggregate principal amount of Canadian Denominated Securities issued on the Issue Date and (2) Additional Securities, if any, issued in a transaction exempt from the prospectus requirements of applicable Canadian Securities Laws.

        "Purchase Agreement" means (1) with respect to the Initial Canadian Denominated Securities issued on the Issue Date, the Purchase Agreement dated September 15, 2005, among, inter alia,

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the Company, the Guarantors, the Initial Purchasers and the Sub-Purchasers, and (2) with respect to each issuance of Additional Securities, the purchase agreement or underwriting agreement among the Company and the Persons purchasing such Additional Securities.

        "Sub-Purchasers" means J.P. Morgan Securities Canada Inc., Morgan Stanley Canada Limited and Deustche Bank Securities Limited.

        "Securities Act" means the United States Securities Act of 1933, as amended.

        "Securities Custodian" means the custodian with respect to a Global Security (as appointed by the Depositary), or any successor Person thereto and shall initially be the Canadian Trustee.

        "Transfer Restricted Securities" means Securities that bear or are required to bear the legends set forth in Section 2.3(d).

        1.2    Other Definitions

Term	Defined in Section:
"Agent Members"	2.1(b	)
"Regulation S"	2.1(a	)
"Restricted Global Security"	2.1(a	)

B.    The Canadian Denominated Securities

        2.1(a) Form and Dating.    The Initial Canadian Denominated Securities will be offered and sold by the Company, from time to time, pursuant to one or more Purchase Agreements. The Initial Canadian Denominated Securities will be resold initially only in reliance on exemptions from the prospectus requirements of applicable Canadian Securities Laws and in reliance on Regulation S under the Securities Act ("Regulation S"), in each case, subject to the restrictions on transfer set forth herein. Initial Canadian Denominated Securities initially resold as set out above shall be issued initially in the form of one or more permanent Global Securities in definitive, fully registered form without interest coupons and with the global securities and restricted securities legends set forth in Exhibit A (collectively, the "Restricted Global Security"), which shall be deposited on behalf of the purchasers of the Initial Canadian Denominated Securities represented thereby with the Securities Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Canadian Trustee as provided in the Indenture.

        (b)    Book-Entry Provisions.    This Section 2.1(b) shall apply only to a Global Security deposited with or on behalf of the Depositary.

        The Company shall execute and the Canadian Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver initially one or more Global Securities that (a) shall be registered in the name of the Depositary for such Global Security or Global Securities or the nominee of such Depositary and (b) shall be delivered by the Canadian Trustee to such Depositary or pursuant to such Depositary's instructions or held by the Canadian Trustee as custodian for the Depositary.

        Members of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or by the Canadian Trustee as the custodian of the Depositary or under such Global Security, and the Company, the Canadian Trustee and any agent of the Company or the Canadian Trustee shall be entitled to treat the Depositary as the absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Canadian Trustee or any agent of the Company or the Canadian Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as

A-2

between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Security.

        (c)    Certificated Canadian Denominated Securities.    Except as provided in this Section 2.1 or Section 2.3 or 2.4, owners of beneficial interests in Restricted Global Securities shall not be entitled to receive physical delivery of certificated Canadian Denominated Securities.

        2.2    Authentication

        The Canadian Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate principal amount of Cdn.$900 million 5.00% Senior Notes due 2015, (2) any Additional Securities for an original issue on the date and in an aggregate principal amount specified in writing by the Company pursuant to Section 2.02 of the Original Indenture and 2.04 of this Second Supplemental Indenture and (3) Exchange Securities for issue only in an Exchange Offer pursuant to an Exchange Offer Agreement, for a like principal amount of Initial Canadian Denominated Securities, in each case upon a written order of the Company signed by an Officer. Such order shall specify the amount of the Canadian Denominated Securities to be authenticated and the date on which any original issue of Canadian Denominated Securities is to be authenticated.

        2.3    Transfer and Exchange

        (a)    Transfer and Exchange of Definitive Securities.    When Definitive Securities are presented to the Registrar or a co-registrar with a request:

(x)

to register the transfer of such Definitive Securities; or



(y)

to exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations,

the Registrar or co-registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Definitive Securities surrendered for transfer or exchange:

          (i)  shall be duly endorsed or accompanied by a written instrument of transfer in a form reasonably satisfactory to the Company and the Registrar or co-registrar, duly executed by the Holder thereof or its attorney duly authorized in writing; and

         (ii)  if such Definitive Securities are required to bear a restricted securities legend, are being transferred or exchanged pursuant to Section 2.3(b) or pursuant to clause (A) or (B) below, and are accompanied by the following additional information and documents, as applicable:

(A)

if such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, by a certification from such Holder to that effect; or



(B)

if such Definitive Securities are being transferred to the Company, by a certification to that effect.

        (b)    Restrictions on Transfer of a Definitive Security for a Beneficial Interest in a Global Security.    A Definitive Security may not be exchanged for a beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Canadian Trustee of a Definitive Security, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Canadian Trustee, together with written instructions directing the Canadian Trustee to make, or to direct the Securities Custodian to make, an adjustment on its books and records with respect to such Global Security, such instructions to contain information regarding the

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Depositary account to be credited with such increase, then the Canadian Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Securities Custodian, the aggregate principal amount of Canadian Denominated Securities represented by the Global Security to be increased by the aggregate principal amount of the Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Security equal to the principal amount of the Definitive Security so canceled. If no Global Securities are then outstanding, the Company shall issue and the Canadian Trustee shall authenticate, upon written order of the Company in the form of an Officers' Certificate, a new Global Security in the appropriate principal amount.

        (c)    Transfer and Exchange of Global Securities.

          (i)  The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Security shall deliver to the Registrar a written order given in accordance with the Depositary's procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in the Global Security. The Registrar shall, in accordance with such instructions, instruct the Depositary to credit to the account of the Person specified in such instructions a beneficial interest in the Global Security and to debit the account of the Person making the transfer the beneficial interest in the Global Security being transferred.

         (ii)  If the proposed transfer is a transfer of a beneficial interest in one Global Security to a beneficial interest in another Global Security, the Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Security to which such interest is being transferred in an amount equal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Security from which such interest is being transferred.

        (iii)  Notwithstanding any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a Global Security may not be transferred as a whole except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.

        (iv)  In the event that a Global Security is exchanged for Definitive Securities pursuant to Section 2.4 of this Appendix, prior to the consummation of an Exchange Offer with respect to such Securities, such Securities may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 and such other procedures as may from time to time be adopted by the Company.

        (d)    Legends.

          (i)  Except as permitted by the following paragraph (ii), each Initial Canadian Denominated Security certificate evidencing the Restricted Global Securities (and all Securities issued in exchange therefor or in substitution thereof) shall bear legends in substantially the following form:

Regulation S Legend

        THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES

A-4

ACT OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT.

Private Placement Legend

        UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE SECURITIES REPRESENTED HEREBY SHALL NOT BE TRADED ON OR BEFORE THE DATE THAT IS FOUR 4 MONTHS AND A DAY AFTER THE LATER OF (I) [INSERT THE DISTRIBUTION DATE] AND (II) THE DATE THE COMPANY BECAME A REPORTING ISSUER IN ANY CANADIAN PROVINCE OR TERRITORY.

         (ii)  Upon the consummation of an Exchange Offer with respect to the Initial Canadian Denominated Securities, all requirements pertaining to such Initial Canadian Denominated Securities that Initial Canadian Denominated Securities issued to certain Holders be issued in global form will still apply with respect to Holders of such Initial Canadian Denominated Securities that do not exchange their Initial Canadian Denominated Securities, and Exchange Securities in certificated or global form will be available to Holders that exchange such Initial Canadian Denominated Securities in such Exchange Offer.

        (iii)  Upon a sale or transfer after the date that is four months and a day after the later of (i) the initial distribution date of a Canadian Denominated Security, and (ii) the date on which the Company became a reporting issuer in any Canadian province or territory, all requirements that such Canadian Denominated Security bear the Private Placement Legend set forth in Exhibit A hereto shall cease to apply; provided however, that the requirements requiring any Initial Canadian Denominated Security be issued in global form shall continue to apply.

        (e)    Cancellation or Adjustment of Global Security.    At such time as all beneficial interests in a Global Security have either been exchanged for certificated Canadian Denominated Securities, redeemed, purchased or canceled, such Global Security shall be returned to the Depositary for cancellation or retained and canceled by the Canadian Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for certificated Canadian Denominated Securities, redeemed, purchased or canceled, the principal amount of Securities represented by such Global Security shall be reduced and an adjustment shall be made on the books and records of the Canadian Trustee with respect to such Global Security, by the Canadian Trustee, to reflect such reduction.

        (f)    Obligations with Respect to Transfers and Exchanges of Canadian Denominated Securities.

          (i)  To permit registrations of transfers and exchanges, the Company shall execute and the Canadian Trustee shall authenticate certificated Canadian Denominated Securities and Global Securities at the Registrar's or co-registrar's request.

         (ii)  No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06 and 9.05 of the Original Indenture).

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        (iii)  The Registrar or co-registrar shall not be required to register the transfer of or exchange of any Canadian Denominated Security for a period beginning 15 days before the mailing of a notice of an offer to repurchase or redeem Canadian Denominated Securities.

        (iv)  Prior to the due presentation for registration of transfer of any Canadian Denominated Security, the Company, the Canadian Trustee, the Paying Agent, the Registrar or any co-registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for all other purposes whatsoever, whether or not such Canadian Denominated Security is overdue, and none of the Company, the Canadian Trustee, the Paying Agent, the Registrar or any co-registrar shall be affected by notice to the contrary.

         (v)  All Canadian Denominated Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same continuing debt and shall be entitled to the same benefits under this Indenture as the Canadian Denominated Securities surrendered upon such transfer or exchange.

        (g)    No Obligation of the Canadian Trustee.

          (i)  The Canadian Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in, the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Canadian Denominated Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under or with respect to such Canadian Denominated Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Canadian Denominated Securities shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Canadian Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners.

         (ii)  The Canadian Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Canadian Denominated Security (including any transfers between or among Depositary participants, members or beneficial owners in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

        2.4    Certificated Canadian Denominated Securities

        (a)   A Restricted Global Security deposited with the Depositary or with the Canadian Trustee as custodian for the Depositary pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of certificated Canadian Denominated Securities in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such transfer complies with Section 2.3 and (i) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Restricted Global Security or if at any time such Depositary ceases to be a "recognized clearing agency" under applicable laws and a successor depositary is not appointed by the Company within 90 days of such

A-6

notice, or (ii) an Event of Default has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Canadian Trustee in writing that it elects to cause the issuance of certificated Canadian Denominated Securities under this Indenture.

        (b)   Any Restricted Global Security that is transferable to the beneficial owners thereof pursuant to this Section shall be surrendered by the Depositary to the Canadian Trustee located at its Corporate Trust Office in the The City of Toronto, to be so transferred, in whole or from time to time in part, without charge, and the Canadian Trustee shall authenticate and deliver, upon such transfer of each portion of such Restricted Global Security, an equal aggregate principal amount of certificated Initial Canadian Denominated Securities of authorized denominations. Any portion of a Restricted Global Security transferred pursuant to this Section shall be executed, authenticated and delivered only in denominations of Cdn.$1,000 principal amount and any integral multiple thereof and registered in such names as the Depositary shall direct. Any certificated Initial Canadian Denominated Security delivered in exchange for an interest in the Global Security shall, except as otherwise provided by Section 2.3(d), bear the restricted securities legends set forth in Exhibit A hereto.

        (c)   Subject to the provisions of Section 2.4(b), the registered Holder of a Global Security shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Canadian Denominated Securities.

        In the event of the occurrence of either of the events specified in Section 2.4(a), the Company shall promptly make available to the Canadian Trustee a reasonable supply of certificated Canadian Denominated Securities in definitive, fully registered form without interest coupons.

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        EXHIBIT A
to
APPENDIX

[FORM OF FACE OF INITIAL CANADIAN DENOMINATED SECURITY]

[Global Securities Legend]

        THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED ("CDS") TO THE COMPANY OR THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED HOLDER HEREOF, CDS & CO., HAS AN INTEREST HEREIN.

[Regulation S Legend]

        THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT.

[Private Placement Legend]

        UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE SECURITIES REPRESENTED HEREBY SHALL NOT BE TRADED ON OR BEFORE THE DATE THAT IS FOUR 4 MONTHS AND A DAY AFTER THE LATER OF (I) [INSERT THE DISTRIBUTION DATE] AND (II) THE DATE THE COMPANY BECAME A REPORTING ISSUER IN ANY CANADIAN PROVINCE OR TERRITORY.

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CUSIP No.	ISIN No.
No. R-	Cdn.$

5.00% Notes due 2015

        Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company, promises to pay to CDS & CO., or registered assigns, the principal sum of up to Cdn.$             on September 22, 2015 as more particularly specified on the Schedule of Increases or Decreases in Global Security, attached hereto.

        Interest Payment Dates: March 22 and September 22, commencing March 22, 2006.

        Record Dates: March 1 and September 1.

Additional provisions of this Security are set forth on the other side of this Security.

        Additional provisions of this Security are set forth on the attached "Terms of Notes".

Dated:

MOLSON COORS CAPITAL FINANCE ULC
By:
	Name: Title:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
THE CANADA TRUST COMPANY,

as Trustee, certifies
that this is one of
the Securities referred
to in the Indenture.

By:

Authorized Signatory

By:

Authorized Signatory

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TERMS OF NOTES

5.00% Senior Note due 2015

1.    Interest

        Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company (such company, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay interest on the principal amount of this Canadian Denominated Security at the rate per annum shown above; provided, however, that if certain default events provided for in Section 2(d) of the Exchange Offer Agreement ("Qualification Defaults") occur, Additional Interest (as defined in the Exchange Offer Agreement) will accrue on this Canadian Denominated Security at a rate of 0.25% per annum from and including the date on which any such Qualification Default shall occur to but excluding the date on which all such Qualification Defaults have been cured. The Company will pay interest, in arrears, in equal semi-annual payments on March 22 and September 22 of each year, commencing March 22, 2006. Interest on the Canadian Denominated Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance of such Canadian Denominated Securities. The amount of Additional Interest payable for any period other than a regular interest payment period will be determined by multiplying the above Additional Interest rate, by the principal amount of the Canadian Denominated Securities and then multiplying the product by a fraction, the numerator of which is the number of days that the Additional Interest rate was applicable during such period and the denominator of which is the actual number of days in the applicable year. The Company will pay interest on overdue principal at the above rate and will pay interest on overdue installments of interest at such rate to the extent lawful. Interest, including Additional Interest, shall be calculated on the basis of the actual number of days in the applicable year.

2.    Method of Payment

        The Company will pay interest on the Canadian Denominated Securities (except defaulted interest) to the Persons who are registered holders of Canadian Denominated Securities at the close of business on the March 1 or September 1 immediately preceding the interest payment date even if Canadian Denominated Securities are cancelled after the record date and on or before the interest payment date. Holders must surrender Canadian Denominated Securities to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of Canada that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Canadian Denominated Securities represented by a Global Security (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by The Canadian Depository for Securities Limited. The Company will make all payments in respect of a certificated Canadian Denominated Security (including principal, premium, if any, and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on a certificated Canadian Denominated Security will be made by wire transfer to a Canadian Dollar account maintained by the payee with a bank in Canada if such Holder elects payment by wire transfer by giving written notice to the Canadian Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Canadian Trustee may accept in its discretion).

3.    Paying Agent and Registrar

        Initially, The Canada Trust Company, a trust company duly amalgamated and existing under the laws of Canada (the "Canadian Trustee"), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company, the Parent or any of Parent's Subsidiaries may act as Paying Agent, Registrar or co-registrar.

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4.    Indenture

        The Company issued the Notes under an Indenture dated as of September 22, 2005 (as supplemented by (1) the First Supplemental Indenture dated as of September 22, 2005 (the "First Supplemental Indenture") by and among the Company, the Parent, the Subsidiary Guarantors, the U.S. Trustee and the Agent Trustee and (2) the Second Supplemental Indenture dated as of September 22, 2005 (the "Second Supplemental Indenture") by and among the Company, the Parent, each of the Subsidiary Guarantors and the Canadian Trustee), the "Indenture"), among the Company, the Parent, the Subsidiary Guarantors and the Trustees (each, as defined therein). The terms of the Canadian Denominated Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Canadian Denominated Securities are subject to all such terms, and Holders of Canadian Denominated Securities are referred to the Indenture and the Act for a statement of those terms. To the extent the terms of this Canadian Denominated Security and those of the Indenture may conflict, the Indenture shall control.

        The Canadian Denominated Securities are general unsecured obligations of the Company. The Company shall be entitled to issue Additional Securities pursuant to Section 2.04 of the Second Supplemental Indenture. The Initial Canadian Denominated Securities issued on the Issue Date, any Additional Securities and all Exchange Securities issued in exchange therefor will be treated as a single Tranche for all purposes under the Indenture. The Indenture contains covenants that limit the ability of the Company and its subsidiaries to incur additional secured indebtedness and to enter into sale and leaseback transactions. These covenants are subject to important exceptions and qualifications.

5.    Optional Redemption

        The Canadian Denominated Securities will be redeemable as a whole at any time or in part from time to time, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount of such Canadian Denominated Securities then outstanding or (ii) the Canada Yield Price; plus, in either case, accrued and unpaid interest on the principal amount being redeemed to the redemption date.

        Upon the occurrence of a Tax Redemption Event, the Company may redeem the Canadian Denominated Securities at any time, in whole but not in part, at a redemption price equal to the principal amount of the outstanding Canadian Denominated Securities, plus accrued and unpaid interest on the principal amount of the Canadian Denominated Securities being redeemed to, but excluding, the redemption date, by delivering to the Canadian Trustee at least 30 days, but not more than 60 days, prior to the date fixed for such redemption, a certificate, signed by an authorized Officer, stating that the Company is entitled to redeem such Canadian Denominated Securities pursuant to the Indenture and specifying the date fixed for such redemption.

6.    Notice of Redemption

        Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of Canadian Denominated Securities to be redeemed at his registered address. Other than with respect to a redemption resulting from the occurrence of a Tax Redemption Event, Canadian Denominated Securities in denominations larger than Cdn.$1,000 principal amount may be redeemed in part but only in whole multiples of Cdn.$1,000. If money sufficient to pay the redemption price of and accrued interest on all Canadian Denominated Securities (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Canadian Denominated Securities (or such portions thereof) called for redemption.

A-11

7.    Guaranty

        The payment by the Company of the principal of, and premium and interest on, the Canadian Denominated Securities is fully and unconditionally guaranteed on a joint and several senior basis by the Parent and each of the Subsidiary Guarantors.

8.    Denominations; Transfer; Exchange

        The Canadian Denominated Securities are in registered form without coupons in denominations of Cdn.$1,000 principal amount and whole multiples of Cdn.$l,000. A Holder may transfer or exchange Canadian Denominated Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer or exchange of any Canadian Denominated Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Canadian Denominated Securities for a period of 15 days before a selection of Canadian Denominated Securities to be redeemed.

9.    Persons Deemed Owners

        The registered Holder of this Canadian Denominated Security may be treated as the legal owner of it for all purposes.

10.    Unclaimed Money

        If money for the payment of principal or interest remains unclaimed for two years, the Canadian Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company or such other Person and not to the Canadian Trustee for payment.

11.    Discharge and Defeasance

        Subject to certain conditions, the Company at any time shall be discharged from all of its obligations under the Canadian Denominated Securities and the Indenture if the Company deposits with the Canadian Trustee money or Canada Government Obligations for the payment of principal and interest on the Canadian Denominated Securities to redemption or maturity, as the case may be.

12.    Amendment, Waiver

        Subject to certain exceptions set forth in the Indenture, (i) the Indenture and the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount outstanding of the Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company, the Guarantors and the Trustees shall be entitled to amend the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the Indenture, or to provide for uncertificated Notes in addition to or in place of certificated Notes, or to add guaranties with respect to the Notes, including the Parent Guaranty and the Subsidiary Guaranties, or to secure the Notes, or to add additional covenants or events of default or to surrender rights and powers conferred on the Company or the Guarantors, or to comply with any request of the SEC in connection with qualifying the Indenture under the Act, or to make any change that does not adversely affect the rights of any Securityholder, or to add to, change, or eliminate any of the provisions of the Indenture with respect to one or more Series of Securities issued subsequent to such amendment or supplement, or to evidence and provide for the acceptance of appointment by a successor or separate Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of the Indenture necessary or desirable to provide for or facilitate the

A-12

administration of the Indenture by more than one Trustee, or to establish the form or terms of Securities and coupons of any Series and to change the procedures for transferring and exchanging Securities of any Series so long as such change does not, subject to applicable law, adversely affect the Securityholders.

13.    Defaults and Remedies

        Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal (or premium, if any) on the Securities when due; (iii) failure by the Company or any Guarantor to comply with other covenants in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) the acceleration of certain types of debt of the Parent, the Company, the Subsidiary Guarantors or any of the Significant Subsidiaries in a principal amount exceeding U.S.$50,000,000 as a result of the failure of the Parent, the Company, or such subsidiary to perform any covenant or agreement applicable to such debt which acceleration is not rescinded or annulled within a certain time period; and (v) certain events of bankruptcy or insolvency with respect to the Company or the Parent Guarantor as set forth in the Indenture. If an Event of Default occurs and is continuing, the Trustees or the Holders of Securities may declare all such Securities to be due and payable immediately as provided for and subject to the terms and provisions of the Indenture.

        Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustees may refuse to enforce the Indenture or the Securities unless it receives indemnity or security satisfactory to it. Subject to certain limitations provided for in the Indenture, Holders of Securities may direct the Trustees in their exercise of any trust or power.

14.    Trustees Dealings with the Company

        Subject to certain limitations imposed by the Act and applicable Canadian corporate laws, each Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not a Trustee.

15.    No Recourse Against Others

        A director, officer, employee or stockholder, as such, of the Company or any Trustee (and any employee of The Toronto-Dominion Bank acting in its capacity as representative of the initial Canadian Trustee) shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

16.    Authentication

        This Canadian Denominated Security shall not be valid until an authorized signatory of the Canadian Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Canadian Denominated Security.

17.    Abbreviations

        Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

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18.    CUSIP Numbers

        Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustees to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

19.    Holders' Compliance with Exchange Offer Agreement

        Each Holder of a Canadian Denominated Security, by acceptance hereof, acknowledges and agrees to the provisions of the Exchange Offer Agreement, including the obligations of the Holders with respect to a qualification of Securities thereunder and the indemnification of the Company to the extent provided therein.

20.    Governing Law

        THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

        The Company will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture. Requests may be made to:

        if to the Company or any Guarantor:

Molson Coors Brewing Company
311 10th Street
Golden, Colorado 80401-0030
Attention: Chief Legal Officer

        if to the Canadian Trustee:

The Canada Trust Company
TD Waterhouse Tower
79 Wellington Street West
8^th Floor
Toronto, Ontario M5K 1A2

Att:

Assistant Vice President
Corporate Trust Services

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ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

(Print or type assignee's name, address and postal code)

(Insert assignee's S.I.N. or tax I.D. No.)

and irrevocably appoint                        agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

Date:	Your Signature:
Sign exactly as your name appears on the other side of this Security.

Signature Guarantee:
Signature must be guaranteed	Signature

        Signatures must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP.

A-15

[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

        The following increases or decreases in this Global Security have been made:

Date of
Exchange
Amount of decrease in
Principal amount of
this Global Security Amount of increase in
Principal amount of
this Global Security Principal amount of this
Global Security following
such decrease or increase Signature of authorized officer of Canadian Trustee or Securities Custodian

A-16

        EXHIBIT B
to
APPENDIX

[FORM OF FACE OF EXCHANGE SECURITY]

[Global Securities Legend]

        THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF.

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE CANADIAN DEPOSITORY FOR SECURITIES LIMITED ("CDS") TO THE COMPANY OR THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED HOLDER HEREOF, CDS & CO., HAS AN INTEREST HEREIN.

A-17

CUSIP No.	ISIN No.
No. R-	Cdn.$

5.00% Notes due 2015

        Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company, promises to pay to CDS & CO., or registered assigns, the principal sum of up to Cdn.$             on September 22, 2015 as more particularly specified on the Schedule of Increases or Decreases in Global Security, attached hereto.

        Interest Payment Dates: March 22 and September 22, commencing March 22, 2006.

        Record Dates: March 1 and September 1.

Additional provisions of this Security are set forth on the other side of this Security.

        Additional provisions of this Security are set forth on the attached "Terms of Notes".

Dated:

MOLSON COORS CAPITAL FINANCE ULC
By:
	Name: Title:

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
THE CANADA TRUST COMPANY,

as Trustee, certifies
that this is one of
the Securities referred
to in the Indenture.

By:

Authorized Signatory

By:

Authorized Signatory

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TERMS OF NOTES

5.00% Senior Note due 2015

1.    Interest

        Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company (such company, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay interest on the principal amount of this Canadian Denominated Security at the rate per annum shown above. The Company will pay interest, in arrears, in equal semi-annual payments on March 22 and September 22 of each year, commencing March 22, 2006. Interest on the Canadian Denominated Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance of such Canadian Denominated Securities. The Company will pay interest on overdue principal at the above rate and will pay interest on overdue installments of interest at such rate to the extent lawful. Interest shall be calculated on the basis of the actual number of days in the applicable year.

2.    Method of Payment

        The Company will pay interest on the Canadian Denominated Securities (except defaulted interest) to the Persons who are registered holders of Canadian Denominated Securities at the close of business on the March 1 or September 1 immediately preceding the interest payment date even if Canadian Denominated Securities are cancelled after the record date and on or before the interest payment date. Holders must surrender Canadian Denominated Securities to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of Canada that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the Canadian Denominated Securities represented by a Global Security (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by The Canadian Depository for Securities Limited. The Company will make all payments in respect of a certificated Canadian Denominated Security (including principal, premium, if any, and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on a certificated Canadian Denominated Security will be made by wire transfer to a Canadian Dollar account maintained by the payee with a bank in Canada if such Holder elects payment by wire transfer by giving written notice to the Canadian Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Canadian Trustee may accept in its discretion).

3.    Paying Agent and Registrar

        Initially, The Canada Trust Company, a trust company duly amalgamated and existing under the laws of Canada (the "Canadian Trustee"), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company, the Parent or any of Parent's Subsidiaries may act as Paying Agent, Registrar or co-registrar.

4.    Indenture

        The Company issued the Notes under an Indenture dated as of September 22, 2005 (as supplemented by (1) the First Supplemental Indenture dated as of September 22, 2005 (the "First Supplemental Indenture") by and among the Company, the Parent, the Subsidiary Guarantors, the U.S. Trustee and the Agent Trustee and (2) the Second Supplemental Indenture dated as of September 22, 2005 (the "Second Supplemental Indenture") by and among the Company, the Parent, each of the Subsidiary Guarantors and the Canadian Trustee, the "Indenture"), among the Company, the Parent, the Subsidiary Guarantors and the Trustees (each, as defined therein). The terms of the Canadian Denominated Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of

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the Indenture (the "Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Canadian Denominated Securities are subject to all such terms, and Holders of Canadian Denominated Securities are referred to the Indenture and the Act for a statement of those terms. To the extent the terms of this Canadian Denominated Security and those of the Indenture may conflict, the Indenture shall control.

        The Canadian Denominated Securities are general unsecured obligations of the Company. The Company shall be entitled to issue Additional Securities pursuant to Section 2.04 of the Second Supplemental Indenture. The Initial Canadian Denominated Securities issued on the Issue Date, any Additional Securities and all Exchange Securities issued in exchange therefor will be treated as a single Tranche for all purposes under the Indenture. The Indenture contains covenants that limit the ability of the Company and its subsidiaries to incur additional secured indebtedness and to enter into sale and leaseback transactions. These covenants are subject to important exceptions and qualifications.

5.    Optional Redemption

        The Canadian Denominated Securities will be redeemable as a whole at any time or in part from time to time, at the option of the Company, at a redemption price equal to the greater of (i) 100% of the principal amount of such Canadian Denominated Securities then outstanding or (ii) the Canada Yield Price; plus, in either case, accrued and unpaid interest on the principal amount being redeemed to the redemption date.

        Upon the occurrence of a Tax Redemption Event, the Company may redeem the Canadian Denominated Securities at any time, in whole but not in part, at a redemption price equal to the principal amount of the outstanding Canadian Denominated Securities, plus accrued and unpaid interest on the principal amount of the Canadian Denominated Securities being redeemed to, but excluding, the redemption date, by delivering to the Canadian Trustee at least 30 days, but not more than 60 days, prior to the date fixed for such redemption, a certificate, signed by an authorized Officer, stating that the Company is entitled to redeem such Canadian Denominated Securities pursuant to the Indenture specifying and the date fixed for such redemption.

6.    Notice of Redemption

        Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of Canadian Denominated Securities to be redeemed at his registered address. Other than with respect to a redemption resulting from the occurrence of a Tax Redemption Event, Canadian Denominated Securities in denominations larger than Cdn.$1,000 principal amount may be redeemed in part but only in whole multiples of Cdn.$1,000. If money sufficient to pay the redemption price of and accrued interest on all Canadian Denominated Securities (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such Canadian Denominated Securities (or such portions thereof) called for redemption.

7.    Guaranty

        The payment by the Company of the principal of, and premium and interest on, the Canadian Denominated Securities is fully and unconditionally guaranteed on a joint and several senior basis by the Parent and each of the Subsidiary Guarantors.

8.    Denominations; Transfer; Exchange

        The Canadian Denominated Securities are in registered form without coupons in denominations of Cdn.$1,000 principal amount and whole multiples of Cdn.$l,000. A Holder may transfer or exchange Canadian Denominated Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the

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transfer or exchange of any Canadian Denominated Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or any Canadian Denominated Securities for a period of 15 days before a selection of Canadian Denominated Securities to be redeemed.

9.    Persons Deemed Owners

        The registered Holder of this Canadian Denominated Security may be treated as the legal owner of it for all purposes.

10.    Unclaimed Money

        If money for the payment of principal or interest remains unclaimed for two years, the Canadian Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company or such other Person and not to the Canadian Trustee for payment.

11.    Discharge and Defeasance

        Subject to certain conditions, the Company at any time shall be discharged from all of its obligations under the Canadian Denominated Securities and the Indenture if the Company deposits with the Canadian Trustee money or Canada Government Obligations for the payment of principal and interest on the Canadian Denominated Securities to redemption or maturity, as the case may be.

12.    Amendment, Waiver

        Subject to certain exceptions set forth in the Indenture, (i) the Indenture and the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount outstanding of the Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company, the Guarantors and the Trustees shall be entitled to amend the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the Indenture, or to provide for uncertificated Notes in addition to or in place of certificated Notes, or to add guaranties with respect to the Notes, including the Parent Guaranty and the Subsidiary Guaranties, or to secure the Notes, or to add additional covenants or events of default or to surrender rights and powers conferred on the Company or the Guarantors, or to comply with any request of the SEC in connection with qualifying the Indenture under the Act, or to make any change that does not adversely affect the rights of any Securityholder, or to add to, change, or eliminate any of the provisions of the Indenture with respect to one or more Series of Securities issued subsequent to such amendment or supplement, or to evidence and provide for the acceptance of appointment by a successor or separate Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of the Indenture necessary or desirable to provide for or facilitate the administration of the Indenture by more than one Trustee, or to establish the form or terms of Securities and coupons of any Series and to change the procedures for transferring and exchanging Securities of any Series so long as such change does not, subject to applicable law, adversely affect the Securityholders.

13.    Defaults and Remedies

        Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal (or premium, if any) on the Securities when due; (iii) failure by the Company or any Guarantor to comply with other covenants in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) the acceleration of certain types of debt of the Parent, the Company, the Subsidiary Guarantors or any of the Significant Subsidiaries in a principal amount exceeding U.S.$50,000,000 as a result of the failure of the Parent, the Company, or

A-21

such subsidiary to perform any covenant or agreement applicable to such debt which acceleration is not rescinded or annulled within a certain time period; and (v) certain events of bankruptcy or insolvency with respect to the Company or the Parent Guarantor as set forth in the Indenture. If an Event of Default occurs and is continuing, the Trustees or the Holders of Securities may declare all such Securities to be due and payable immediately as provided for and subject to the terms and provisions of the Indenture.

        Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustees may refuse to enforce the Indenture or the Securities unless it receives indemnity or security satisfactory to it. Subject to certain limitations provided for in the Indenture, Holders of Securities may direct the Trustees in their exercise of any trust or power.

14.    Trustees Dealings with the Company

        Subject to certain limitations imposed by the Act and applicable Canadian corporate law, each Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not a Trustee.

15.    No Recourse Against Others

        A director, officer, employee or stockholder, as such, of the Company or any Trustee (and any employee of The Toronto-Dominion Bank acting in its capacity as representative of the initial Canadian Trustee) shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

16.    Authentication

        This Canadian Denominated Security shall not be valid until an authorized signatory of the Canadian Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Canadian Denominated Security.

17.    Abbreviations

        Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

18.    CUSIP Numbers

        Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustees to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

19.    Holders' Compliance with Exchange Offer Agreement

        Each Holder of a Canadian Denominated Security, by acceptance hereof, acknowledges and agrees to the provisions of the Exchange Offer Agreement, including the obligations of the Holders with respect to a qualification of Securities thereunder and the indemnification of the Company to the extent provided therein.

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20.    Governing Law

        THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

        The Company will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture. Requests may be made to:

        if to the Company or any Guarantor:

Molson Coors Brewing Company
311 10th Street
Golden, Colorado 80401-0030
Attention: Chief Legal Officer

        if to the Canadian Trustee:

The Canada Trust Company
TD Waterhouse Tower
79 Wellington Street West
8^th Floor
Toronto, Ontario M5K 1A2

Att:

Assistant Vice President
Corporate Trust Services

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ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

(Print or type assignee's name, address and postal code)

(Insert assignee's S.I.N. or tax I.D. No.)

and irrevocably appoint                        agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

Date:	Your Signature:
Sign exactly as your name appears on the other side of this Security.

	Signature
Signature Guarantee:
Signature must be guaranteed	Signature

        Signatures must be guaranteed by an "eligible institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP.

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[TO BE ATTACHED TO GLOBAL SECURITIES]

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

        The following increases or decreases in this Global Security have been made:

Date of
Exchange
Amount of decrease in
Principal amount of
this Global Security Amount of increase in
Principal amount of
this Global Security Principal amount of this
Global Security following
such decrease or increase Signature of authorized officer of Canadian Trustee or Securities Custodian

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SECOND SUPPLEMENTAL INDENTURE

EX-4.4

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Exhibit 4.4

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

        TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO SET FORTH IN THE TERMS OF NOTES ATTACHED HERETO.

        THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE NOTE REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT.

        THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE COMPANY OR ANY GUARANTOR, (II) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (IV) PURSUANT TO EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (V) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND BASED ON AN OPINION OF COUNSEL IF THE COMPANY REQUEST OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

CUSIP No. 60871N AB5 ISIN No. US60871NAB55

No. R-
001
U.S.$
300,000,000

4.85% Notes due 2010

        Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company, promises to pay to CEDE & CO., or registered assigns, the principal sum of up to U.S.$300,000,000 on September 22, 2010 as more particularly specified on the Schedule of Increases or Decreases in Global Security, attached hereto.

        Interest Payment Dates: March 22 and September 22, commencing March 22, 2006.

        Record Dates: March 1 and September 1.

        Additional provisions of this Security are set forth on the other side of this Security.

        Additional provisions of this Security are set forth on the attached "Terms of Notes."

Dated: September 22, 2005

MOLSON COORS CAPITAL FINANCE ULC
By:	/s/  ANNITA M. MENOGAN Name:  Annita M. Menogan Title:    Secretary

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

TD BANKNORTH, NATIONAL ASSOCIATION,
    as Trustee, certifies
        that this is one of
        the Securities referred
        to in the Indenture.

By:
	/s/  BRENT J. RAYMOND Authorized Signatory

TERMS OF NOTES

4.85% Senior Notes due 2010

1.     Interest

        Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company (such company, and its successors and assigns under the Indenture hereinafter referred to, being herein called the "Company"), promises to pay interest on the principal amount of this U.S. Denominated Security at the rate per annum shown above; provided, however, that if certain default events provided for in Section 2(e) of the Registration Rights Agreement occur ("Registration Defaults"), additional interest will accrue on this U.S. Denominated Security at a rate of 0.25% per annum from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. The Company will pay interest semi-annually on March 22 and September 22 of each year, commencing March 22, 2006. Interest on the U.S. Denominated Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance of such U.S. Denominated Securities. Interest will be paid, in arrears, in equal installments and will be computed on the basis of a 360-day year of twelve 30-day months. The Company will pay interest on overdue principal at the above rate and will pay interest on overdue installments of interest at such rate to the extent lawful.

2.     Method of Payment

        The Company will pay interest on the U.S. Denominated Securities (except defaulted interest) to the Persons who are registered holders of U.S. Denominated Securities at the close of business on the March 1 or September 1 immediately preceding the interest payment date even if U.S. Denominated Securities are canceled after the record date and on or before the interest payment date. Holders must surrender U.S. Denominated Securities to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. Payments in respect of the U.S. Denominated Securities represented by a Global Security (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company. The Company will make all payments in respect of a certificated U.S. Denominated Security (including principal, premium, if any, and interest) by mailing a check to the registered address of each Holder thereof; provided, however, that payments on a certificated U.S. Denominated Security will be made by wire transfer to a U.S. Dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Agent Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Agent Trustee may accept in its discretion).

3.     Paying Agent and Registrar

        Initially, TD Banknorth, National Association, a national banking association organized and existing under the laws of the United States (the "Agent Trustee"), will act as Paying Agent and Registrar. The Company may appoint and change any Paying Agent, Registrar or co-registrar without notice. The Company, the Parent or any of the Parent's Subsidiaries may act as Paying Agent, Registrar or co-registrar.

4.     Indenture

        The Company issued the Notes under an Indenture dated as of September 22, 2005 (as supplemented by (1) the First Supplemental Indenture dated as of September 22, 2005 (the "First Supplemental Indenture") by and among the Company, the Parent, the Subsidiary Guarantors, the U.S. Trustee and the Agent Trustee and (2) the Second Supplemental Indenture dated as of September 22, 2005 (the "Second Supplemental Indenture") by and among the Company, the Parent, each of the Subsidiary Guarantors and the Canadian Trustee, the "Indenture"), among the Company, the Parent,

the Subsidiary Guarantors and the Trustees (each, as defined therein). The terms of the U.S. Denominated Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the "Act"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The U.S. Denominated Securities are subject to all such terms, and Holders of U.S. Denominated Securities are referred to the Indenture and the Act for a statement of those terms. To the extent the terms of this U.S. Denominated Security and those of the Indenture may conflict, the Indenture shall control.

        The U.S. Denominated Securities are general unsecured obligations of the Company. The Initial U.S. Denominated Securities issued on the Issue Date, any Additional Securities and all Exchange Securities issued in exchange therefor will be treated as a single Tranche for all purposes under the Indenture. The Indenture contains covenants that limit the ability of the Company and its subsidiaries to incur additional secured indebtedness and enter into specified sale and leaseback transactions. These covenants are subject to important exceptions and qualifications.

5.     Optional Redemption

        The U.S. Denominated Securities are subject to redemption, in whole or in part, at the option of the Company, at any time at a redemption price equal to the greater of (1) 100% of the principal amount of the U.S. Denominated Securities being redeemed or (2) the Make Whole Amount for the U.S. Denominated Securities being redeemed, plus, in each case, accrued and unpaid interest to the redemption date.

        Upon the occurrence of a Tax Redemption Event, the Company may redeem the U.S. Denominated Securities at any time, in whole but not in part, at a redemption price equal to the principal amount of the outstanding U.S. Denominated Securities, plus accrued and unpaid interest on the principal amount of the U.S. Denominated Securities being redeemed to, but excluding, the redemption date, by delivering to the Agent Trustee at least 30 days, but not more than 60 days, prior to the date fixed for such redemption, a certificate, signed by an authorized officer, stating that the Company is entitled to redeem such U.S. Denominated Securities pursuant to the Indenture and specifying the date fixed for such redemption.

6.     Notice of Redemption

        Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of U.S. Denominated Securities to be redeemed at his registered address. Other than with respect to a redemption resulting from the occurrence of a Tax Redemption Event, U.S. Denominated Securities in denominations larger than U.S.$1,000 principal amount may be redeemed in part but only in whole multiples of U.S.$1,000. If money sufficient to pay the redemption price of and accrued interest on all U.S. Denominated Securities (or portions thereof) to be redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such U.S. Denominated Securities (or such portions thereof) called for redemption.

7.     Guaranty

        The payment by the Company of the principal of, and premium and interest on, the U.S. Denominated Securities is fully and unconditionally guaranteed on a joint and several senior basis by the Parent and each of the Subsidiary Guarantors.

2

8.     Denominations; Transfer; Exchange

        The U.S. Denominated Securities are in registered form without coupons in denominations of U.S.$1,000 principal amount and whole multiples of U.S.$l,000. A Holder may transfer or exchange U.S. Denominated Securities in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Registrar need not register the transfer or exchange of any U.S. Denominated Securities selected for redemption (except, in the case of a U.S. Denominated Security to be redeemed in part, the portion of the U.S. Denominated Security not to be redeemed) or any U.S. Denominated Securities for a period of 15 days before a selection of U.S. Denominated Securities to be redeemed.

9.     Persons Deemed Owners

        The registered Holder of this U.S. Denominated Security may be treated as the legal owner of it for all purposes.

10.   Unclaimed Money

        If money for the payment of principal or interest remains unclaimed for two years, the Agent Trustee or Paying Agent shall pay the money back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the Company or such other Person and not to the Agent Trustee for payment.

11.   Discharge and Defeasance

        Subject to certain conditions, the Company at any time shall be entitled to terminate all of its obligations under the U.S. Denominated Securities and the Indenture if the Company deposits with the Agent Trustee money or U.S. Government Obligations for the payment of principal and interest on the U.S. Denominated Securities to redemption or maturity, as the case may be.

12.   Amendment, Waiver

        Subject to certain exceptions set forth in the Indenture, (i) the Indenture and the Notes may be amended or supplemented with the written consent of the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in principal amount outstanding of the Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Securityholder, the Company, the Guarantors and the Trustees shall be entitled to amend the Indenture or the Notes to cure any ambiguity, omission, defect or inconsistency, or to comply with Article 5 of the Indenture, or to provide for uncertificated Notes in addition to or in place of certificated Notes, or to add guaranties with respect to the Notes, including the Parent Guaranty and the Subsidiary Guaranties, or to secure the Notes, or to add additional covenants or events of default or to surrender rights and powers conferred on the Company or the Guarantors, or to comply with any request of the SEC in connection with qualifying the Indenture under the Act, or to make any change that does not adversely affect the rights of any Securityholder, or to add to, change, or eliminate any of the provisions of the Indenture with respect to one or more Series of Securities issued subsequent to such amendment or supplement, or to evidence and provide for the acceptance of appointment by a successor or separate Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of the Indenture necessary or desirable to provide for or facilitate the administration of the Indenture by more than one Trustee, or to establish the form or terms of Securities and coupons of any Series and to change the procedures for transferring and exchanging

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Securities of any Series so long as such change does not, subject to applicable law, adversely affect the Securityholders.

13.   Defaults and Remedies

        Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal (or premium, if any) on the Securities when due; (iii) failure by the Company or any Guarantor to comply with other covenants in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) the acceleration of certain types of debt of the Parent, the Company, any Subsidiary Guarantors or certain of the Parent's subsidiaries in a principal amount exceeding U.S.$50,000,000 as a result of the failure of the Parent, the Company, or such subsidiary to perform any covenant or agreement applicable to such debt which acceleration is not rescinded or annulled within a certain time period; and (v) certain events of bankruptcy or insolvency with respect to the Company or the Parent Guarantor as set forth in the Indenture. If an Event of Default occurs and is continuing, the Trustees or the Holders of the Securities may declare all such Securities to be due and payable immediately as provided for and subject to the terms and provisions of the Indenture.

        Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustees may refuse to enforce the Indenture or the Securities unless it receives indemnity or security satisfactory to it. Subject to certain limitations provided for in the Indenture, Holders of Securities may direct the Trustees in their exercise of any trust or power.

14.   Trustees' Dealings with the Company

        Subject to certain limitations imposed by the Act, each Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not a Trustee.

15.   No Recourse Against Others

        A director, officer, employee or stockholder, as such, of the Company or any Trustee shall not have any liability for any obligations of the Company under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

16.   Authentication

        This U.S. Denominated Security shall not be valid until an authorized signatory of the Agent Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this U.S. Denominated Security.

17.   Abbreviations

        Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

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18.   CUSIP Numbers

        Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustees to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

19.   Holders' Compliance with Registration Rights Agreement

        Each Holder of a U.S. Denominated Security, by acceptance hereof, acknowledges and agrees to the provisions of the Registration Rights Agreement, including the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein.

20.   Governing Law

        THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

        The Company will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture. Requests may be made to:

        if to the Company or any Guarantor:

Molson Coors Brewing Company
311 10th Street
Golden, Colorado 80401-0030
Attention: Chief Legal Officer

        if to the Agent Trustee:

TD Banknorth Wealth Management Group
Corporate Trust Department
2300 St. George Road / P.O. Box 1350
Williston, Vermont 05495
Attention: Brent Raymond
Facsimile: (802) 879-2216

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ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to

(Print or type assignee's name, address and zip code)

(Insert assignee's soc. sec. or tax I.D. No.)

and irrevocably appoint                                    agent to transfer this Security on the books of the Company. The agent may substitute another to act for him.

Date:	Your Signature:
Sign exactly as your name appears on the other side of this Security.

In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Securities and the last date, if any, on which such Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

(1)	o	to the Company; or
(2)	o	pursuant to an effective registration statement under the Securities Act of 1933; or
(3)	o	inside the United States to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
(4)	o	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933;
(5)	o	in accordance with another exemption from the registration requirements of the Securities Act; or
(6)	o	pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933.

Unless one of the boxes is checked, the Agent Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (4), (5) or (6) is checked, the Agent Trustee shall be entitled to require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction

not subject to, the registration requirements of the Securities Act of 1933, such as the exemption provided by Rule 144 under such Act.

	Signature
Signature Guarantee:
Signature must be guaranteed	Signature

        Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

        The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Date:
	NOTICE:	To be executed by an executive officer

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SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

        The following increases or decreases in this Global Security have been made:

Date of
Exchange
Amount of decrease in
Principal amount of
this Global Security Amount of increase in
Principal amount of
this Global Security Principal amount of this
Global Security following
such decrease or increase Signature of authorized
officer of Agent
Trustee or Securities
Custodian

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Exhibit 4.4

EX-4.5

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Exhibit 4.5

U.S. REGISTRATION RIGHTS 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

J.P. MORGAN SECURITIES INC.

and

MORGAN STANLEY & CO. INCORPORATED

REGISTRATION RIGHTS AGREEMENT

        This Registration Rights 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 Colorado corporation (the "Parent"), the Subsidiary Guarantors named in the Purchase Agreement (together with the Parent, the "Guarantors"), and J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated (the "Representatives"), as representatives of the several initial purchasers named in the Purchase Agreement (the "Initial Purchasers").

        This Agreement is made pursuant to the Purchase Agreement dated September 15, 2005 among the Issuer, the Guarantors and the Initial Purchasers (the "Purchase Agreement"), which provides for the sale by the Issuer to the Initial Purchasers of an aggregate of $300,000,000 principal amount of the 4.85% Senior Notes due 2010 (the "Securities") to be issued by the Issuer which will be guaranteed on a senior unsecured basis by each of the Guarantors. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuer and the Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

        In consideration of the foregoing, the parties hereto agree as follows:

        1.    Definitions.

        As used in this Agreement, the following capitalized defined terms shall have the following meanings:

        "1933 Act" shall mean the Securities Act of 1933, as amended from time to time.

        "1934 Act" shall mean the Securities Exchange Act of 1934, as amended from time to time.

        "Additional Interest" shall have the meaning assigned to it in Section 2(e).

        "Business Day" shall mean any day other than a Saturday or Sunday or a day on which banking institutions in The City of New York or Montreal, Quebec are authorized or required by law or executive order to remain closed.

        "Closing Date" shall mean the Closing Date as defined in the Purchase Agreement.

        "Effectiveness Deadline" shall have the meaning set forth in Section 2(a) hereof.

        "Exchange Offer" shall mean the exchange offer by the Issuer and the Parent of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

        "Exchange Offer Registration" shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof.

        "Exchange Offer Registration Statement" shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein.

        "Exchange Securities" shall mean securities issued by the Issuer and guaranteed by the Guarantors under the Indenture containing terms identical to, and representing the same continuing indebtedness as, the Securities (except that (i) interest thereon shall accrue from the last date on which interest was paid on the Securities or, if no such interest has been paid, from September 22, 2005 and (ii) the Exchange Securities will not contain restrictions on transfer or bear a restrictive legend) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.

        "Guarantors" shall have the meaning set forth in the preamble and shall also include any Guarantor's successors.

        "Holder" shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their respective successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term "Holder" shall include Participating Broker-Dealers.

        "Indenture" shall mean the Indenture relating to the Securities dated as of September 22, 2005, among the Issuer, the Guarantors and The Canada Trust Company and TD Banknorth, National Association, as co-trustees, as supplemented by the First Supplemental Indenture, dated as of September 22, 2005, among the Issuer, the Guarantors and TD Banknorth, National Association, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof.

        "Initial Purchasers" shall have the meaning set forth in the preamble to this Agreement.

        "Issuer" shall have the meaning set forth in the preamble and shall also include the Issuer's successors.

        "Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities held by the Issuer, the Parent or any of their "affiliates" (as such term is defined in Rule 144 under the 1933 Act) (other than the Initial Purchasers, it being understood and agreed that none of the Initial Purchasers nor any of their respective subsidiaries, parents or affiliates shall be deemed affiliates of the Issuer or the Parent for purposes of this definition, and other than subsequent holders of Registrable Securities if such subsequent holders are deemed to be such affiliates solely by reason of their holding of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Issuer and the Guarantors shall issue any additional Securities under the Indenture prior to the consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained. In cases where this Agreement shall permit or require any action or determination to be made by, for example, a majority in principal amount of Registrable Securities being sold or included in a Shelf Registration or offering or affected by an amendment, the procedures specified in the proviso to the foregoing sentence shall be applied.

        "Participating Broker-Dealer" shall have the meaning specified in Section 4(a) of this Agreement.

        "Person" shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization or other entity, or a government or agency or political subdivision thereof.

        "Prospectus" shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including all material incorporated or deemed to be incorporated by reference therein.

        "Purchase Agreement" shall have the meaning set forth in the preamble to this Agreement.

        "Registrable Securities" shall mean the Securities; provided, however, that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities

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shall have been declared effective under the 1933 Act and such Securities shall have been disposed of pursuant to such Registration Statement, (ii) when such Securities have been sold to the public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the 1933 Act or (iii) when such Securities shall have ceased to be outstanding.

        "Registration Expenses" shall mean all expenses incident to performance of or compliance by the Issuer and the Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any underwriters or Holders in connection with blue sky qualification of any of the Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Issuer and the Guarantors and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Representatives or, if the Representatives elect not to select such counsel, by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of the independent registered public accounting firm of the Issuer and the Parent and its subsidiaries and of any other Person or business whose financial statements are included or incorporated or deemed to be incorporated by reference in a Registration Statement, including the expenses of any special audits or "cold comfort" or similar letters required by or incident to such performance and compliance. Notwithstanding the foregoing, Holders shall be responsible for fees and expenses of counsel to the underwriters (other than fees and expenses set forth in clauses (ii) and (vii) above) or the Holders and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

        "Registration Statement" shall mean any registration statement of the Parent that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein.

        "Representatives" shall have the meaning set forth in the preamble to this Agreement.

        "SEC" shall mean the Securities and Exchange Commission.

        "Securities" shall have the meaning set forth in the preamble to this Agreement.

        "Shelf Registration" shall mean a registration effected pursuant to Section 2(b) hereof.

        "Shelf Registration Statement" shall mean a "shelf" registration statement of the Parent pursuant to the provisions of Section 2(b) of this Agreement which covers all or a portion of the Registrable Securities (but no other securities unless approved by the Holders whose Registrable Securities are covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated or deemed to be incorporated by reference therein.

        "Trustee" shall mean the trustee with respect to the Securities under the Indenture.

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        "Underwriter" shall have the meaning set forth in the last paragraph of Section 3 of this Agreement.

        "Underwritten Registration" or "Underwritten Offering" shall mean a registration in which Registrable Securities are sold to an Underwriter or Underwriters for reoffering to the public.

        "Voluntary Suspension Notice" shall have the meaning set forth in Section 2(b) hereof.

        2.    Registration Under the 1933 Act.

        (a)   To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Parent shall (A) use its reasonable best efforts to prepare and, as soon as practicable but not later than 120 days following the Closing Date, file with the SEC an Exchange Offer Registration Statement on an appropriate form under the 1933 Act with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Securities, of a like principal amount of Exchange Securities, (B) use its reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act not later than 180 days of the Closing Date (the "Effectiveness Deadline"), (C) use its reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) use its reasonable best efforts to cause the Exchange Offer to be consummated as promptly as practicable, but in any case not later than the date that is 40 Business Days after the Effectiveness Deadline. The Parent shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law:

          (i)  that the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Securities validly tendered and not withdrawn will be accepted for exchange if permitted under applicable law;

         (ii)  the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the "Exchange Dates");

        (iii)  that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not thereafter be entitled to receive any Additional Interest or be entitled to any registration rights under this Agreement;

        (iv)  that Holders electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Security, together with other documents specified in the Prospectus, if any, to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the exchange offer Prospectus or the accompanying documents prior to the time the Exchange Offer terminates (which shall not be earlier than 5:00 p.m., New York City time) on the last Exchange Date; and

         (v)  that Holders will be entitled to withdraw their election, not later than the time the Exchange Offer terminates (which shall not be earlier than 5:00 p.m., New York City time) on the last Exchange Date, by sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the exchange offer Prospectus or the accompanying documents a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing his election to have such Securities exchanged.

        As soon as reasonably practicable after the last Exchange Date, the Parent shall:

          (i)  accept for exchange all Registrable Securities or portions thereof validly tendered and not withdrawn pursuant to the Exchange Offer; and

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         (ii)  deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Issuer or the Parent and issue, and cause the Trustee to promptly authenticate and mail to each Holder, an Exchange Security equal in principal amount to the principal amount of, and representing the same continuing indebtedness as, the Registrable Securities surrendered by such Holder.

        The Parent and the Issuer shall use their reasonable best efforts to complete the Exchange Offer as provided above and shall comply with the applicable requirements of the 1933 Act, the 1934 Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate applicable law or any applicable interpretation of the Staff of the SEC. The Issuer or the Parent shall inform the Representatives of the names and addresses of the Holders to whom the Exchange Offer is made, and the Representatives shall have the right, subject to applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.

        Each Holder participating in the Exchange Offer shall be required to represent to the Issuer or the Parent that at the time of the consummation of the Exchange Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder has no arrangement or understanding with any person to participate in the distribution of the Securities or the Exchange Securities within the meaning of the 1933 Act, (iii) such Holder is not an "affiliate," as defined in Rule 405 of the 1933 Act, of the Parent, the Issuer or any Guarantor or, if it is such affiliate, such Holder will comply with the registration and prospectus delivery requirements of the 1933 Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities within the meaning of the 1933 Act, (v) if such Holder is a broker-dealer, that it will receive Exchange Securities in exchange for Securities that were acquired for its own account as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities and (vi) if such Holder is a non-U.S. holder of notes, that its participation in the Exchange Offer does not violate any applicable non-U.S. securities laws and that it is able to receive the exchange notes on a basis that is exempt from prospectus and registration requirements under such laws.

        (b)   In the event that (i) the Parent determines that the Exchange Offer Registration provided for in Section 2(a) above is not available or the Exchange Offer may not be consummated as soon as practicable after the last Exchange Date because it would violate applicable law or the applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer is for any other reason not consummated within 40 Business Days following the Effectiveness Deadline, (iii) any Initial Purchaser shall so request in connection with any offer or sale of Registrable Securities or (iv) the Exchange Offer has been completed and the Representatives have determined, based upon the opinion of legal counsel, that a Registration Statement must be filed or a Prospectus must be delivered by the Initial Purchasers in connection with any offering or sale of Registrable Securities, the Parent and the Issuer shall use their reasonable best efforts to cause to be filed as soon as reasonably practicable after such determination, date or date that notice of such determination by the Representatives is given to the Issuer or the Parent, as the case may be, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities and to use their reasonable best efforts to have such Shelf Registration Statement declared effective by the SEC as soon as reasonably practicable. In the event the Parent and the Issuer are required to file a Shelf Registration Statement solely as a result of the matters referred to in clause (iv) of the preceding sentence, the Parent and the Issuer shall use their reasonable best efforts to file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial

5

Purchasers after completion of the Exchange Offer. The Parent and the Issuer agree to use their reasonable best efforts to keep the Shelf Registration Statement continuously effective and to keep the related Prospectus current until the expiration of the period referred to in Rule 144(k) (or any similar rule then in force, but not Rule 144A) under the 1933 Act with respect to the Registrable Securities or such shorter period that will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or shall have been sold to the public pursuant to Rule 144(k) (or similar provision then in force, but not Rule 144A) under the 1933 Act or shall have ceased to be outstanding; provided, however, that if there is a possible acquisition or business combination or other transaction, business development or event involving the Parent that would require disclosure in the Shelf Registration Statement or the documents incorporated or deemed to be incorporated by reference therein or the related Prospectus and the Parent determines in the exercise of its reasonable judgment that such disclosure is not in the best interests of the Parent and its stockholders or obtaining any financial statements relating to an acquisition or business combination required to be included in the Shelf Registration Statement or the documents incorporated or deemed to be incorporated by reference therein or the related Prospectus would be impracticable, the Parent shall give the Holders notice (a "Voluntary Suspension Notice") to suspend use of the Prospectus relating to the Shelf Registration Statement, and the Holders hereby agree to suspend use of such Prospectus until the Parent has amended or supplemented such Prospectus or has notified the Holders that use of the then current Prospectus may be resumed as provided in the penultimate paragraph of Section 3. In the case of any Voluntary Suspension Notice, the Parent shall not be required to disclose in such notice the possible acquisition or business combination or other transaction, business development or event as a result of which such notice shall have been given if the Parent determines in good faith that such acquisition or business combination or other transaction, business development or event should remain confidential and, while such Voluntary Suspension Notice is in effect, the Parent shall not be required to amend or supplement the Shelf Registration Statement, the documents incorporated or deemed to be incorporated by reference therein or the related Prospectus to reflect such possible acquisition or business combination or other transaction, business development or event, but shall use its reasonable best efforts to maintain the effectiveness of such Shelf Registration Statement. Upon the abandonment, consummation, termination or public announcement or other public disclosure of the possible acquisition or business combination or other transaction, or if the applicable business development or event shall cease to exist or shall be publicly disclosed, then the Parent shall promptly comply with this Section 2(b) and Sections 3(b), 3(e)(iv) (if applicable), 3(i) (if applicable) and the penultimate paragraph in Section 3 hereof and notify the Holders that disposition of Registrable Securities may resume; provided that, if Section 3(i) shall require an amendment or supplement to the Shelf Registration Statement or the related Prospectus, then such resumption shall not occur until the Parent shall have delivered copies of the supplemented or amended Prospectus contemplated by Section 3(i) to the applicable Holders. Anything herein to the contrary notwithstanding, the right of the Parent to suspend use of the Prospectus pursuant to this paragraph shall be subject to the limitation set forth in the last sentence of the penultimate paragraph of Section 3. The Parent further agrees to supplement or amend the Shelf Registration Statement and/or the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Parent for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder, and to use its reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement and/or the related Prospectus to become usable as soon as thereafter reasonably practicable, subject to the right of the Parent, on the terms and subject to the conditions described elsewhere in this Section 2(b), to suspend its obligation to amend or supplement the Shelf Registration Statement and/or the related Prospectus by giving a Voluntary Suspension Notice. The Parent agrees to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC.

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        (c)   The Issuer and the Guarantors shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) and Section 2(b) including, but not limited to, the fees and expenses of one counsel to be selected by the Representatives or, if the Representatives elect not to select such counsel, by the Majority Holders and which counsel may also be counsel for the Initial Purchasers. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to the Shelf Registration Statement.

        (d)   An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume.

        (e)   Additional cash interest (the "Additional Interest") shall be payable by the Issuer and the Guarantors in respect of the Securities as follows:

          (i)  If an Exchange Offer Registration Statement or Shelf Registration Statement is not filed within 120 days following the Closing Date, then commencing on and including the 121st day after the Closing Date, in addition to the interest otherwise payable on the Securities, Additional Interest will accrue and be payable on the Securities at the rate of 0.25% per annum; and

         (ii)  If an Exchange Offer Registration Statement or Shelf Registration Statement is not declared effective within 180 days following the Closing Date, then commencing on and including the 181st day after the Closing Date, in addition to the interest otherwise payable on the Securities, Additional Interest will accrue and be payable on the Securities at the rate of 0.25% per annum; and

        (iii)  If either (A) the Parent has not exchanged Exchange Securities for all Securities validly tendered and not withdrawn in accordance with the terms of the Exchange Offer on or prior to the date that is 40 Business Days after the Effectiveness Deadline, or (B) if applicable, the Shelf Registration Statement has been declared effective but such Shelf Registration Statement ceases to be effective at any time prior to the expiration of the holding period referred to in Rule 144(k) under the 1933 Act or, if earlier, such time as all of the Registrable Securities covered by the Shelf Registration Statement have been disposed of pursuant to such Shelf Registration Statement or sold to the public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the 1933 Act or shall have ceased to be outstanding, then, in addition to the interest otherwise payable on the Securities, Additional Interest will accrue and be payable on the Securities at the rate of 0.25% per annum from and including (x) the day (whether or not a Business Day) immediately succeeding the 40th Business Day after the Effectiveness Deadline, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above;

provided, however, that the Additional Interest rate on the Securities may in no event exceed 0.25% per annum; and provided, further, that (1) upon the filing of the Exchange Offer Registration Statement or Shelf Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement (in the case of (ii) above), or (3) upon the exchange of Exchange Securities for all Registrable Securities validly tendered and not withdrawn in the Exchange Offer or upon the effectiveness of the Shelf Registration Statement that had ceased to remain effective prior to the expiration of the holding period referred to in Rule 144(k) under the 1933 Act or, if earlier, such time as all of the Registrable Securities covered by the Shelf

7

Registration Statement have been disposed of pursuant to such Shelf Registration Statement or sold to the public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the 1933 Act or shall have ceased to be outstanding (in the case of (iii) above), Additional Interest on the Securities as a result of such clause (i), (ii) or (iii), respectively, shall cease to accrue.

        Any amount of Additional Interest due pursuant to clauses (i), (ii) or (iii) of the preceding paragraph will be payable in cash and will be payable on the same dates on which interest is otherwise payable on the Securities and to the same Persons who are entitled to receive those payments of interest on the Securities. The amount of Additional Interest payable for any period will be determined by multiplying the Additional Interest rate, which will be 0.25% per annum, by the principal amount of the Securities and then multiplying the product by a fraction, the numerator of which is the number of days that the Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months) and the denominator of which is 360.

        (f)    Without limiting the remedies available to the Initial Purchasers and the Holders, the Issuer and the Guarantors acknowledge that any failure by the Parent to comply with its obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, any Initial Purchaser or any Holder may obtain such relief as may be required to specifically enforce the Issuer's and the Guarantors' obligations under Section 2(a) and Section 2(b) hereof, provided that, without limiting the ability of any Initial Purchaser or any Holder to specifically enforce such obligations, in the case of any terms of this Agreement for which Additional Interest pursuant to Section 2(e) is expressly provided as a remedy for a violation of such terms, such Additional Interest shall be the sole monetary damages for such a violation.

        3.    Registration Procedures.

        In connection with the obligations of the Issuer and the Guarantors with respect to the Registration Statements pursuant to Section 2(a) and Section 2(b) hereof, the Parent shall as expeditiously as reasonably practicable:

        (a)   prepare and file with the SEC a Registration Statement on the appropriate form under the 1933 Act, which form (x) shall be selected by the Parent and (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the selling Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include or incorporate by reference all financial statements required by the SEC to be filed therewith, and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2 hereof;

        (b)   prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period and, subject to the Parent's rights to suspend the use of the Prospectus relating to the Shelf Registration Statement pursuant to Section 2(b) of this Agreement on the terms and subject to the conditions set forth in such Section 2(b), cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the 1933 Act if required by such Rule and to keep each Prospectus current during the period described under Section 4(3) and Rule 174 under the 1933 Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;

        (c)   in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for the Initial Purchasers, to counsel for the Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary prospectus, and any amendment or supplement thereto and

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such other documents as such Holder, counsel or Underwriter may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities; and the Parent consents to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the selling Holders of Registrable Securities and any such Underwriter in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus or any amendment or supplement thereto in accordance with applicable law;

        (d)   use its reasonable best efforts to register or qualify the Registrable Securities under all applicable state securities or "blue sky" laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the SEC, to cooperate with such Holders in connection with any filings required to be made with the National Association of Securities Dealers, Inc. and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that the Parent shall not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(d), (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not so subject;

        (e)   in the case of a Shelf Registration, notify each Holder of Registrable Securities, counsel for the Holders and counsel for the Initial Purchasers promptly and, if requested by any such Holder or counsel, confirm such advice in writing (i) when a Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) of the happening of any event during the period a Shelf Registration Statement is effective which makes any statement made in such Registration Statement or the related Prospectus untrue in any material respect or as a result of which the Shelf Registration Statement or the related Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or which requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading (but subject to the right of the Parent, under the circumstances set forth in Section 2(b) of this Agreement, not to disclose the nature of such event) and (v) of any determination by the Parent that a post-effective amendment to a Registration Statement would be appropriate;

        (f)    use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement as soon as reasonably possible and provide notice as promptly as practicable to each Holder of the withdrawal of any such order;

        (g)   in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);

        (h)   in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities

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to be issued in such denominations (consistent with the provisions of the Indenture) and registered in such names as the selling Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities;

        (i)    in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(e)(iv) hereof but subject to the Parent's right to suspend the use of the related Prospectus pursuant to Section 2(b) on the terms and subject to the conditions set forth in such Section 2(b), use its reasonable best efforts to prepare and file promptly with the SEC a supplement or post-effective amendment to a Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Parent agrees to notify the Holders to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and the Holders hereby agree to suspend use of the Prospectus until the Parent has amended or supplemented the Prospectus to correct such misstatement or omission;

        (j)    within a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus, provide copies of such document to the Representatives and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel), and the Parent shall not at any time file or make any amendment to the Registration Statement, any Prospectus or any amendment of or supplement to a Registration Statement or a Prospectus, of which the Representatives and counsel to the Initial Purchasers (and, in the case of a Shelf Registration Statement, the Holders and their counsel) shall not have previously been advised and furnished a copy or to which the Representatives or counsel to the Initial Purchasers (and, in the case of a Shelf Registration Statement, the Holders or their counsel) shall reasonably object;

        (k)   obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a Registration Statement;

        (l)    cause the Indenture to be qualified under the Trust Indenture Act of 1939, as amended (the "TIA"), in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be, cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the TIA and execute, and use its reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner;

        (m)  in the case of a Shelf Registration, make available for inspection by a representative of the Holders of the Registrable Securities, any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, attorneys designated by the Holders and reasonably acceptable to the Parent and attorneys designated by the Underwriters and reasonably acceptable to the Parent and in a manner that is reasonable and customary for shelf offerings by companies regularly filing reports under the 1934 Act, all material financial and other pertinent records and documents of the Parent, the Issuer and the Guarantors, cause the appropriate officers of the Parent, the Issuer and the Guarantors to make themselves reasonably available for "due diligence" conferences of the nature customary in connection with shelf offerings by companies regularly filing reports under the 1934 Act, and cause the officers, directors and employees of the Parent, the Issuer and the Guarantors to supply all material information reasonably requested by any such representative of the Holders, Initial Purchaser, attorney or accountant in connection with a Shelf Registration Statement;

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        (n)   use its reasonable best efforts to cause the Exchange Securities or Registrable Securities, as the case may be, to be rated by two nationally recognized statistical rating organizations (as such term is defined in Rule 436(g)(2) under the 1933 Act);

        (o)   in the case of a Shelf Registration, use its reasonable best efforts to cause all Registrable Securities to be listed on any securities exchange or any automated quotation system on which similar securities issued or guaranteed by the Issuer or any Guarantor are then listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable listing requirements;

        (p)   if reasonably requested by any Holder of Registrable Securities covered by a Registration Statement, (i) promptly incorporate in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and (ii) make all required filings of such Prospectus supplement or such post-effective amendment as soon as reasonably practicable after the Parent has received notification of the matters to be incorporated in such filing; and

        (q)   in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those requested by the Holders of a majority in principal amount of the Registrable Securities being sold) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (i) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the Parent and its subsidiaries, the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (ii) obtain opinions of counsel to the Parent (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriters of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (iii) obtain "cold comfort" letters from the independent registered public accounting firm of the Parent (and, if necessary, any other independent registered public accounting firm of any of their subsidiaries, or of any Person or business acquired by the Parent for which financial statements and financial data are or are required to be included in the Registration Statement or in the documents incorporated or deemed to be incorporated therein) addressed to each selling Holder and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in "cold comfort" letters in connection with underwritten offerings, and (iv) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings to evidence the continued validity of the representations and warranties of the Parent made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in an underwriting agreement.

        In the case of a Shelf Registration Statement, the Issuer and the Parent may require each Holder of Registrable Securities to furnish to the Issuer or the Parent such information regarding the Holder and the proposed distribution by such Holder of such Registrable Securities as the Issuer or the Parent may from time to time reasonably request in writing and the Parent may exclude from such Shelf Registration Statement the Securities of any Holders that refuse to comply with such request.

        In the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any notice from the Issuer or the Parent of the happening of any event of the kind described in Section 3(e)(iii) or 3(e)(iv) hereof or upon receipt of any Voluntary Suspension Notice pursuant to

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Section 2(b) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to such Shelf Registration Statement until either (x) such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) hereof or (y) solely in the case of a Voluntary Suspension Notice, the Parent shall have notified such Holder that disposition of Registrable Securities may be resumed using the then current Prospectus, and, if so directed by the Parent in the case of clause (x), such Holder will deliver to the Issuer or the Parent (at its expense) all copies in its possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Parent shall give any such notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Parent shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions or the Holders shall have received notice that disposition of Registrable Securities may be resumed using the then current Prospectus as the case may be. Anything herein to the contrary notwithstanding, the Parent will not be entitled to require Holders to discontinue the sale or other disposition of Registrable Securities pursuant to a Shelf Registration Statement or to suspend the use of the related Prospectus for more than 90 days in any period of 12 consecutive months and provided further that the Parent may only exercise such right twice in any 12 consecutive month period.

        The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers (the "Underwriters") that will administer the offering will be selected by the Majority Holders of the Registrable Securities included in such offering.

        4.    Participation of Broker-Dealers in Exchange Offer.

        (a)   The Staff of the SEC has taken the position that any broker-dealer that receives Exchange Securities in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer for its own account as a result of market-making or other trading activities (a "Participating Broker-Dealer") may be deemed to be an "underwriter" within the meaning of the 1933 Act and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Securities.

        The Parent understands that it is the Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the 1933 Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the 1933 Act.

        (b)   In light of the above, notwithstanding the other provisions of this Agreement, the Issuer and the Parent agree that the provisions of this Agreement as they relate to a Shelf Registration shall also apply to an Exchange Offer Registration to the extent, and with such reasonable modifications thereto as may be reasonably requested by the Representatives or by one or more Participating Broker-Dealers, in each case as provided in clause (ii) below, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above; provided that:

          (i)  the Parent shall not be required to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(i), for a period exceeding 180 days after the last Exchange Date (as such period may be extended pursuant

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to the penultimate paragraph of Section 3 of this Agreement) and Participating Broker-Dealers shall not be authorized by the Parent to deliver and shall not deliver such Prospectus after such period in connection with the resales contemplated by this Section 4; and

         (ii)  the application of the Shelf Registration procedures set forth in Section 3 of this Agreement to an Exchange Offer Registration, to the extent not required by the positions of the Staff of the SEC or the 1933 Act and the rules and regulations thereunder, will be in conformity with the reasonable request to the Parent by the Representatives or with the reasonable request in writing to the Parent by one or more broker-dealers who certify to the Representatives and the Parent in writing that they anticipate that they will be Participating Broker-Dealers; and provided further that, in connection with such application of the Shelf Registration procedures set forth in Section 3 to an Exchange Offer Registration, the Parent shall be obligated (x) to deal only with one of two entities representing the Participating Broker-Dealers, which shall be J.P. Morgan Securities Inc. or Morgan Stanley & Co. Incorporated unless either entity elects not to act as such representative, (y) to pay the fees and expenses of only one counsel representing the Participating Broker-Dealers, which shall be counsel to the Initial Purchasers unless such counsel elects not to so act and (z) to cause to be delivered only one, if any, "cold comfort" or similar letter relating to the Parent (plus only one, if any, "cold comfort" or similar letter with respect to any other Person or businesses whose financial statements are included or incorporated or deemed to be incorporated by reference in the Exchange Offer Registration Statement) with respect to the Prospectus in the form existing on the last Exchange Date and with respect to each subsequent amendment or supplement, if any, effected during the period specified in clause (i) above.

        (c)   The Representatives shall have no liability to the Issuer and the Guarantors or any Holder with respect to any request that it may make pursuant to Section 4(b) above.

        5.    Indemnification and Contribution.

        (a)   The Issuer and the Guarantors, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser, its affiliates, directors and officers, each Holder and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or is under common control with, or is controlled by, any Initial Purchaser or any Holder, from and against all losses, claims, damages and liabilities (including, without limitation but subject to Section 5(c) below, any legal or other expenses reasonably incurred by any Initial Purchaser, any Holder or any such controlling or affiliated Person 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 any Registration Statement (or any amendment thereto) pursuant to which Exchange Securities or Registrable Securities were registered under the 1933 Act, including all documents incorporated or deemed to be incorporated therein by reference, 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, or caused by any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented if the Parent shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact 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 the Initial Purchasers or any Holder furnished to the Parent in writing through J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated or any selling Holder, respectively, expressly for use therein; provided, however, that the foregoing indemnity agreement with respect to any preliminary Prospectus relating to a Shelf Registration Statement shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the Person asserting any such losses, claims, damages or liabilities purchased Securities, or any person controlling such Holder or Participating Broker-Dealer, if

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a copy of the final Prospectus relating to a Shelf Registration Statement (as then amended or supplemented if the Parent shall have furnished any amendments or supplements thereto) was not sent or given by or on behalf of such Holder or Participating Broker-Dealer, as the case may be, to such Person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of such Securities to such Person, and if such final Prospectus (as so amended or supplemented) would have cured the defect giving rise to such losses, claims, damages or liabilities, unless such failure is the result of noncompliance by the Parent with Section 2(b), 3(e) or 3(i) or the penultimate paragraph of Section 3 hereof, or unless such defect shall have been cured by a document incorporated or deemed to be incorporated by reference in the final Prospectus. In connection with any Underwritten Offering permitted by Section 3, the Issuer and the Guarantors will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls any such Persons (within the meaning of the 1933 Act and the 1934 Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement.

        (b)   Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Guarantors, the Initial Purchasers and the other selling Holders, and each of their respective affiliates, directors and officers and each Person, if any, who controls the Issuer or the Guarantors, any Initial Purchaser and any other selling Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Issuer and the Guarantors to the Initial Purchasers and the Holders, but only with reference to information relating to such Holder furnished to the Issuer or the Parent in writing by such Holder expressly for use in any Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto).

        (c)   In case any suit, action, proceeding (including any governmental investigation), claim or demand shall be instituted involving any Person in respect of which indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the "Indemnified Party") shall promptly notify the Person against whom such indemnity may be sought (the "Indemnifying Party") in writing, 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 connection with any proceeding or related proceedings in the same jurisdiction, be liable for (a) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Initial Purchasers and all Persons, if any, who control any Initial Purchasers within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, (b) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Parent, its directors, its officers who sign the Registration Statement and each Person, if any, who controls the Parent within the meaning of either such Section and (c) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Holders and all Persons, if any, who control any Holders within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred. In such case involving the Initial Purchasers and Persons who control the Initial Purchasers, such firm shall be designated in writing by J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated. In such case involving the Holders and such Persons who control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated in writing by the Issuer and the

14

Guarantors. 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 that an Indemnifying Party reimburse the Indemnified Party for fees and expenses of counsel as contemplated by 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 the Indemnifying Party of such request and (ii) the Indemnifying Party shall not have reimbursed the Indemnified Party in accordance with such request prior to the date of such settlement (unless such fees are being 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 such 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)   If the indemnification provided for in paragraph (a) or paragraph (b) of this Section 5 is unavailable to an Indemnified Party or insufficient in respect of any losses, claims, damages or liabilities, 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 the Exchange Securities or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) 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 fault of the Issuer and the Guarantors and the Holders 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 the Parent or by the Holders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Holders' respective obligations to contribute pursuant to this Section 5(d) are several in proportion to the respective principal amount of Registrable Securities of such Holders that were registered pursuant to a Registration Statement, and not joint.

        (e)   The Issuer, the Guarantors and each Holder agree that it would not be just or equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders 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 paragraph (d) above. The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above 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 5, no Holder shall be required to indemnify or contribute any amount in excess of the amount by which the total price at which Registrable Securities were sold by such Holder exceeds the amount of any damages that such Holder 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 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 5 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.

15

        (f)    The indemnity and contribution provisions contained in this Section 5 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 the Initial Purchasers, any Holder or any Person controlling any of the Initial Purchasers or any Holder, or by or on behalf of the Issuer or the Guarantors, its officers or directors or any Person controlling the Issuer or the Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

        6.    Miscellaneous.

        (a)    No Inconsistent Agreements.    The Issuer and the Guarantors have not entered into, and on or after the date of this Agreement will not enter into, any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Issuer's and the Guarantors' other issued and outstanding securities under any such agreements.

        (b)    Amendments and Waivers.    The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Issuer and the Parent have obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided, however, that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto

        (c)    Notices.    All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Issuer or the Parent by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, c/o 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; (ii) if to the Issuer or Parent, initially at the Issuer's address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at their respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c).

        All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery.

        Copies of all such notices, demands, or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

        (d)    Successors and Assigns.    This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such

16

Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Representatives and the Initial Purchasers (in their respective capacities as Representatives and Initial Purchasers) shall have no liability or obligation to the Issuer and the Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.

        (e)    Purchases and Sales of Securities.    The Issuer and the Guarantors shall not, and shall use their best efforts to cause their affiliates (as defined in Rule 405 under the 1933 Act) not to, purchase and then resell or otherwise transfer any Securities.

        (f)    Third Party Beneficiary.    The Holders and the Initial Purchasers shall be third party beneficiaries to the agreements made hereunder between the Issuer and the Guarantors, on the one hand, and the Representatives, on the other hand, and each of them shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of Holders or Initial Purchasers, respectively hereunder.

        (g)    Counterparts.    This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

        (h)    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, 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. 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.

        (i)    Judgment Currency.    The Issuer hereby covenants and agrees that the following provisions shall apply to conversion of currency in the case of this Agreement.

          (i)  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

17

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 a national bank selected by the Parent 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.

         (ii)  The Issuer and each Guarantor hereby agrees to indemnify the Initial Purchasers, each Holder and each other Indemnified Party 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 and such judgment or order 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.

        (j)    Headings.    The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.

        (k)    Governing Law.    This Agreement shall be governed by the laws of the State of New York.

        (l)    Severability.    In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. The Issuer, the Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.

        (m)    Miscellaneous.    This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto.

18

        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
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 the Purchase Agreement
By:	J.P. MORGAN SECURITIES INC.
By:	/s/ ROBERT BOTTAMEDI
	Name:	Robert Bottamedi
	Title:	Vice President
By:	MORGAN STANLEY & CO. INCORPORATED
By:	/s/ MICHAEL FUSCO
	Name:	Michael Fusco
	Title:	Executive Director

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Exhibit 4.5

EX-5.1

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Exhibit 5.1

[LETTERHEAD OF KIRKLAND & ELLIS LLP]

October 12, 2005

Molson Coors Brewing Company
1225 17th Street
Denver, Colorado 80202

Re:

Molson Coors Brewing Company, Coors Brewing Company, Molson Coors Capital Finance ULC, Coors Distributing Company, Coors International Market Development, L.L.L.P., Coors Global Properties, Inc., Coors Worldwide, Inc., Coors Intercontinental, Inc., Coors Brewing Company International, Inc.

Ladies and Gentlemen:

        We are issuing this letter in our capacity as special counsel for and at the request of Molson Coors Capital Finance ULC (the "Issuer"), a Nova Scotia unlimited liability company, Molson Coors Brewing Company, a Delaware corporation ("Molson Coors"), Coors Brewing Company, Coors Distributing Company, Coors International Market Development, L.L.L.P., Coors Worldwide, Inc., Coors Global Properties, Inc., Coors Intercontinental, Inc., and Coors Brewing Company International, Inc. (the "Subsidiary Guarantors," and together with Molson Coors, the "Guarantors" and together with the Issuer, the "Registrants"), in connection with the proposed registration by the Issuer of up to $300,000,000 in aggregate principal amount of the Issuer's 4.85% Senior Notes due 2010 (the "Exchange Notes"), pursuant to a Registration Statement on Form S-4 to be filed with the Securities and Exchange Commission (the "Commission") on or about October 12, 2005, under the Securities Act of 1933, as amended (the "Act") (such Registration Statement, as amended or supplemented, is hereinafter referred to as the "Registration Statement"). The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantors (the "Guarantees"). The Exchange Notes and the Guarantees are to be issued pursuant to the Indenture (as supplemented, the "Indenture"), dated as of September 22, 2005, among the Issuer, the Guarantors, and The Canada Trust Company and TD Banknorth, National Association, as co-trustees, as supplemented by Supplemental Indenture No. 1 and No. 2 thereto each dated the date thereof. The Exchange Notes and the Guarantees are to be issued in exchange for and in replacement of the Issuer's outstanding 4.85% Senior Notes due 2010 (the "Old Notes") and the related guarantees from the Guarantors, of which we understand $300,000,000 in aggregate principal amount is outstanding.

        In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the Certificate of Incorporation and By-Laws or Molson Coors, (ii) minutes and records of Molson Coors with respect to the issuance of the Exchange Notes and the Guarantees, (iii) the Registration Statement, and (iv) the Registration Rights Agreement (the "Registration Rights Agreement"), dated as of September 22, 2005, among the Issuer, the Guarantors and J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated.

        For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Registrants and the due authorization, execution and delivery of all documents by the parties thereto other than the Registrants.

        As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Registrants and others.

        Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors' rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), (iii) public policy considerations which may limit the rights of parties to obtain certain remedies, and (iv) any applicable laws except the laws of the State of New York and the General Corporation Law of the State of Delaware.

        Based upon and subject to the assumptions, qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that when (i) the Registration Statement becomes effective, (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes have been duly executed and authenticated in accordance with the provisions of the Indenture and duly delivered to the purchasers thereof in exchange for the Old Notes pursuant to the Registration Rights Agreement, the Exchange Notes and the Guarantees will be validly issued by Molson Coors and binding obligations of each of the Registrants.

        We hereby consent to the filing of this opinion with the commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

        This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the States of New York or Delaware or the federal law of the United States be changed by legislative action, judicial decision or otherwise.

        This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.

Sincerely,

/s/  KIRKLAND & ELLIS LLP

Kirkland & Ellis LLP

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Exhibit 5.1

EX-5.2

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Exhibit 5.2

MOLSON COORS BREWING COMPANY
1225 17th Street, Suite 3200
Denver, Colorado 80202

        October 12, 2005

Molson Coors Brewing Company
1225 17th Street, Suite 3200
Denver, Colorado 80202

Re:

Exchange Offer for $300,000,000 4.85% Senior Notes due 2010
for $300,000,000 4.85% Senior Notes due 2010

Dear Ladies and Gentlemen:

        I am issuing this opinion letter in my capacity as Securities Counsel for Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company (the "Issuer"), Molson Coors Brewing Company, a Delaware corporation (the "Parent") and the each of the Subsidiary Guarantors named in the Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (such Subsidiary Guarantors, together with the Issuer and Parent, the "Registrants") in connection with the proposed offer (the "Exchange Offer") to exchange an aggregate principal amount of up to $300,000,000 of 4.85% Senior Notes due 2010 (the "Old Notes") for $300,000,000 in aggregate principal amount of 4.85% Senior Notes due 2010 (the "Exchange Notes"), pursuant to the Registration Statement. Such Registration Statement, as amended or supplemented, is hereinafter referred to as the "Registration Statement." The Exchange Notes are to be issued pursuant to the Indenture, dated as of September 22, 2005 by and among the Registrants and The Canada Trust Company and TD Banknorth, National Association, as co-trustees, as supplemented by the Supplemental Indenture No. 1 and No. 2 thereto each dated the date thereof (as supplemented, the "Indenture"), in exchange for and in replacement of the Company's outstanding Old Notes, of which $300,000,000 in aggregate principal amount is outstanding.

        In that connection, I have examined originals, or copies certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments as have deemed necessary for the purposes of this opinion, including (i) the corporate and organizational documents of each of the Registrants, (ii) minutes and records of the corporate proceedings of each of the Registrants with respect to the issuance of the Exchange Notes and the Exchange Guarantees, (iii) the Registration Statement and exhibits thereto and (iv) the Registration Rights Agreement, dated as of September 22, 2005, among the Registrants and J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated.

        For purposes of this opinion, I have assumed that each document I have reviewed for purposes of this letter is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine; that every agreement I have examined for purposes of this letter constitutes a valid and binding obligation of each party to that document and that each such party has satisfied all legal requirements that are applicable to such party to the extent necessary to entitle such party to enforce such agreement. I have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered other than the Registrants, the authority of such persons signing on behalf of the parties thereto other than the Registrants, and the due authorization, execution and delivery of all documents by the parties thereto other than the Registrants.

        Subject to the assumptions, qualifications, exclusions and limitations and the further limitations which are identified in this letter, I advise you, and with respect to each legal issue addressed in this letter, it is my opinion, that:

        (a)   The sale and issuance of each of the Exchange Guarantees has been validly authorized by each of the Colorado Subsidiary Guarantors.

**********

        My opinions expressed above are subject to the qualifications that I express no opinion as to the applicability of any laws except the laws of the State of Colorado.

        I hereby consent to the filing of this opinion in Exhibit 5.2 to the Registration Statement. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of the rules and regulations of the Commission.

        This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This letter speaks as of the time of its delivery on the date it bears.

        I assume no obligation to revise or supplement this opinion should the present laws of the State of Colorado be changed by legislative action, judicial decision or otherwise. Furthermore, I do not assume any obligation to provide you with any subsequent opinion or advice by reason of any fact about which I did not have knowledge at that time, by reason of any change subsequent to that time in any law other governmental requirement or interpretation thereof covered by any of my opinions or advice, or for any other reason.

        This opinion is furnished to you in connection with the filing of the Registration Statement, and is not to be used, circulated, copied, quoted or otherwise relied upon for any other purposes.

Yours very truly,

/s/  DOUGLAS N. BECK

DOUGLAS N. BECK

2

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Exhibit 5.2

EX-5.3

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Exhibit 5.3

Suite 900
Purdy's Wharf Tower
One 1959 Upper Water Street
Halifax, NS
Canada B3J 3N2 Correspondence:
P.O. Box
997 Halifax, NS
Canada B3J 2X2 Telephone: 902.420.3200
Fax: 902.420.1417
halifax@smss.com
www.smss.com Charles S. Reagh
Direct Dial: 902.420.3335
Direct Fax: 902.496.6173
csr@smss.com

File Reference: NS2272-633

October 12, 2005

Molson Coors Capital Finance ULC
33 Carlingview Drive
Toronto, ON M9W 5E4

Ladies and Gentlemen:

        We render this opinion in connection with the Registration Statement on Form S-4 (the "Registration Statement") of Molson Coors Capital Finance ULC ("Molson Coors ULC"), an unlimited company incorporated under the laws of the Province of Nova Scotia (the "Province"), and Molson Coors Brewing Company ("Molson Coors"), a Delaware corporation, to be filed with the United States Securities and Exchange Commission (the "Commission") on or about October 12, 2005 under the United States Securities Act of 1933, as amended (the "Act"), relating to relating up to US$300,000,000 in aggregate principal amount of Molson Coors ULC's 4.85% Senior Notes due 2010 (the "Exchange Notes"). The Exchange Notes are being issued pursuant to the provisions of a trust indenture dated as of September 22, 2005 among Molson Coors ULC, Molson Coors, certain other subsidiaries of Molson Coors as guarantors and The Canada Trust Company and TD Banknorth, National Association as co-trustees, as supplemented by a first supplemental indenture and second supplemental indenture each dated as of September 22, 2005 (collectively together with the trust indenture, the "Indenture").

        To enable us to render the opinion set forth below, we have examined and relied upon executed originals, counterparts or copies of such documents, records and certificates (as we considered necessary or appropriate for enabling us to express the opinions set forth below including, without limitation:

(a)

the Indenture and the form of the Exchange Notes;



(b)

a certificate of status (the "Certificate of Status") pertaining to Molson Coors ULC issued on behalf of the Registrar of Joint Stock Companies for the Province, dated October 12, 2005;



(c)

the memorandum of association, articles of association, records of corporate proceedings, written resolutions and registers of Molson Coors ULC contained in the minute book of Molson Coors ULC;



(d)

a resolution of the board of directors Molson Coors ULC authorizing, among other things, the execution, delivery and performance of the Indenture and issuance of the Exchange Notes; and



(e)

a certificate of an officer of Molson Coors ULC dated the date hereof (the "Officer's Certificate").

        As a basis for our opinions expressed below, we have assumed the completeness, truth, currency and accuracy of all facts in official public records, indices, registers and filing systems and certificates and other documents supplied by public officials, including, without limitation, the Certificate of Status and that all facts addressed and statements made in certificates supplied to us by an officer of Molson Coors ULC, including the Officer's Certificate, are complete, true and accurate as of, and at all material times prior to, the date of this letter. In all such examinations, we have assumed the authenticity and completeness of all documents submitted to us as originals and the conformity to

originals and completeness of all documents submitted to us as photostatic, conformed, notarized or certified copies.

        Our opinions herein reflect only the application of applicable laws of the Province including the federal laws of Canada applicable therein. The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinions, we have not considered, and hereby disclaim any opinion as to, the application or affect of any laws, decisions, rules or regulations of any other jurisdiction, court or administrative agency.

        Based on the foregoing, we are of the opinion that:

1.

The Subsidiary is an unlimited company duly incorporated, validly existing and in good standing as to the filing of annual returns and payment of annual fees under the laws of the Province, and has full corporate power to execute and deliver the Indenture and the Exchange Notes.



2.

The execution and delivery of the Indenture and the Exchange Notes by Molson Coors ULC have been duly authorized by all requisite corporate action on the part of Molson Coors ULC.

        We consent to the filing of this opinion as an exhibit to the Registration Statement, and we consent to the use of our name in the Registration Statement and the related prospectus and prospectus supplements. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder

Very truly yours,

Stewart McKelvey Stirling Scales

2

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Exhibit 5.3

EX-12.1

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Exhibit 12.1

MOLSON COORS BREWING COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS)

		Twenty-six Weeks Ended 26-Jun-05 (Proforma) (b)			Twenty-six Weeks Ended 26-Jun-05			December 26, 2004 (Proforma) (b)			Fiscal Year Ended December 26, 2004			December 28, 2003			December 29, 2002			December 30, 2001 (a)			December 31, 2000 (a)
Earnings before income taxes:		$	(25,400	)	$	22,165		$	298,100		$	308,182		$	253,818		$	256,600		$	198,013		$	169,525
Plus: Amortization of capitalized interest			1,960			1,934			3,690			3,536			3,223			2,872			5,679			5,802
	Equity investee distributions		6,411			6,411			73,392			72,754			70,900			66,616			39,453			55,379
Less: Equity investee income			(961	)		(764	)		(60,038	)		(59,653	)		(65,542	)		(54,958	)		(43,630	)		(42,395	)
	Capitalized interest		(3,334	)		(2,992	)		(3,977	)		(1,900	)		(2,992	)		(4,152	)		(6,647	)		(3,153	)
			(21,324	)		26,754			311,167			322,919			259,407			266,978			192,868			185,158
Fixed Charges:
	Interest expense		87,828			61,873			201,822			72,441			81,195			70,919			2,006			6,414
	Capitalized interest		3,334			2,992			3,977			1,900			2,992			4,152			6,647			3,153
	Portions of rent expense representing interest(d)		9,752			8,998			17,824			10,098			4,800			7,500			3,921			3,834
			100,914			73,863			223,623			84,439			88,987			82,571			12,574			13,401
Earnings and fixed charges		$	79,590		$	100,617		$	534,790		$	407,358		$	348,394		$	349,549		$	205,442		$	198,559
Ratio of earnings to fixed charges(c)			—			1.4			2.4			4.8			3.9			4.2			16.3			14.8

(a)

Ratios prior to the purchase of Coors Brewers Limited and the issuance of $850 million of notes by Coors Brewing Company in 2002.

(b)

Assumes issuance of the notes under the Concurrent Offering as of the beginning of the periods presented.

(c)

Earnings were inadequate to cover fixed charges by $21.3 million for the twenty-six week proforma period ended June 26, 2005.

(d)

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

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Exhibit 12.1

MOLSON COORS BREWING COMPANY COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (DOLLARS IN THOUSANDS)

EX-23.1

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated March 10, 2005, except for Note 5, Note 20 and Note 21 which are as of September 9, 2005, relating to the consolidated financial statements, financial statement schedule, management's assessment of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in Molson Coors Brewing Company's Current Report on Form 8-K dated September 9, 2005.

PricewaterhouseCoopers LLP
Denver, Colorado
October 18, 2005

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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-23.2

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Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

        We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated May 5, 2004, except for Note 25 which is at July 21, 2004 relating to the consolidated financial statements of Molson, Inc. as at March 31, 2004 and 2003 and for the three years ended March 31, 2004 which appears in Molson Coors Brewing Company's Current Report on Form 8-K dated September 9, 2005.

PricewaterhouseCoopers LLP
Chartered Accountants
Toronto, Canada
October 18, 2005

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CONSENT OF INDEPENDENT AUDITORS

EX-25.1

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Exhibit 25.1

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

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

o

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

TD BANKNORTH, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A U.S. National Banking Association	01-0137770
(Jurisdiction of incorporation or organization if not a U.S. national bank)	(I.R.S. Employer Identification No.)
One Portland Square Portland, ME	04112
(Address of principal executive offices)	(Zip code)

TD BANKNORTH, NATIONAL ASSOCIATION
Law Department
Mail Stop No. ME089-35
Two Portland Square
Portland, ME 04112
(207) 761-8647
(Agent for Service)

Molson Coors Brewing Company	Delaware	84-0178360
(Exact Name of Obligor as Specified in Its Charter)	(State of Incorporation)	(I.R.S. identification number)
Coors Brewing Company	Colorado	84-1150943
(Exact Name of Obligor as Specified in Its Charter)	(State of Incorporation)	(I.R.S. identification number)
Molson Coors Capital Finance ULC	Nova Scotia	98-0449695
(Exact Name of Obligor as Specified in Its Charter)	(Province of Incorporation)	(I.R.S. identification number)
Coors Distributing Company	Colorado	84-0608086
(Exact Name of Obligor as Specified in Its Charter)	(State of Incorporation)	(I.R.S. identification number)
Coors International Market Development, L.L.L.P.	Colorado	84-1570323
(Exact Name of Obligor as Specified in Its Charter)	(State of Incorporation)	(I.R.S. identification number)
Coors Global Properties, Inc.	Colorado	26-0042885
(Exact Name of Obligor as Specified in Its Charter)	(State of Incorporation)	(I.R.S. identification number)
Coors Worldwide, Inc.	Colorado	84-1570317
(Exact Name of Obligor as Specified in Its Charter)	(State of Incorporation)	(I.R.S. identification number)
Coors Intercontinental, Inc.	Colorado	84-1262470
(Exact Name of Obligor as Specified in Its Charter)	(State of Incorporation)	(I.R.S. identification number)
Coors Brewing Company International, Inc.	Colorado	84-1208271
(Exact Name of Obligor as Specified in Its Charter)	(State of Incorporation)	(I.R.S. identification number)

1555 Notre Dame Street East Montreal, Quebec, Canada, H21, 2R5	1225 17th Street Denver, Colorado 80202
(Address of principal executive offices, including Zip Code)

4.85% Senior Notes due 2010
(Title of the indenture securities)

2

Item 1. General Information. Furnish the following information as to the trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Treasury Department
Washington, D.C.

Federal Deposit Insurance Corporation
Washington, D.C.

The Board of Governors of the Federal Reserve System
Washington, D.C.

(b)

Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

        None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. The exhibits described in parenthesis below are attached to and are filed as a part of this Statement of Eligibility.

Exhibit 1.	A copy of the articles of association of the trustee now in effect. (A copy of the articles of association of the trustee is attached and filed as a part of this Statement of Eligibility.)
Exhibit 2.	A copy of the certificate of authority of the trustee to commence business, if not contained in the articles of association. (A copy of the Comptroller of the Currency Certificate of Corporate Existence for the trustee dated April 16, 2003 is attached and filed as a part of this Statement of Eligibility.)
Exhibit 3.	A copy of the authorization of the trustee to exercise corporate trust powers, if such authorization is not contained in Exhibits 1 or 2. (A copy of a letter dated May 26, 2000 from the Office of the Comptroller of the Currency approving the proposal of Peoples Heritage Savings Bank, National Association to conduct fiduciary powers pursuant to 12 USC 92a; a copy of a letter dated November 29, 2001 from the Office of the Comptroller of the Currency approving a merger into Peoples Heritage Savings Bank, National Association under the title "Banknorth, National Association"; and a copy of an Assistant Corporate Secretary Certificate of Banknorth, N.A. certifying a change of name to "TD Banknorth, National Association" and a letter from the Office of the Comptroller of the Currency dated May 11, 2005 confirming an amendment of its records to reflect such corporate title change effective May 23, 2005, are attached hereto as Exhibit 3 and filed as a part of this Statement of Eligibility.)
Exhibit 4.	A copy of the existing bylaws of the trustee, or instrument corresponding thereto. (A copy of the By-laws of the trustee as now in effect is attached and filed as a part of this Statement of Eligibility.)

3

Exhibit 5.	Not applicable
Exhibit 6.	The consents of United States institutional trustees required by Section 321(b) of the Act. (A copy of a consent of the trustee required by Section 321(b) of the Act is attached and filed as a part of this Statement of Eligibility.)
Exhibit 7.	A copy of the latest report of condition of the trustee published pursuant to the law or the requirements of its supervising or examining authority. (A copy of the Consolidated Report of Condition and Income for the trustee is attached and filed as a part of this Statement of Eligibility.)
Exhibit 8.	Not applicable
Exhibit 9.	Not applicable

4

SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, TD Banknorth, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Portland and State of Maine on the 11th day of October, 2005.

TD BANKNORTH, NATIONAL ASSOCIATION
By:	/s/  WARNER W. PRICE
Name:	Warner W. Price
Title:	Senior Vice President

5

EXHIBIT 6

October 11, 2005

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

        In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,
TD BANKNORTH, NATIONAL ASSOCIATION
By:	/s/  WARNER W. PRICE
Name:	Warner W. Price
Title:	Senior Vice President

6

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Exhibit 25.1

EX-99.1

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Exhibit 99.1

CUSIP Number: 60871N AC 3

LETTER OF TRANSMITTAL
With respect to the Exchange Offer Regarding the 4.85% Senior Notes due 2010
issued by Molson Coors Capital Finance ULC

THE EXCHANGE OFFER WILL EXPIRE
AT 5:00PM, NEW YORK CITY TIME,
ON                        , 2005

        To My Broker or Account Representative:

        I, the undersigned, hereby acknowledge receipt of the Prospectus, dated            , 2005 (the "Prospectus") of Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company (the "Issuer") with respect to the exchange offer of the Issuer set forth therein (the "Exchange Offer"). I have read the Prospectus and agree to be bound by the terms and conditions set forth therein. I understand that the exchange offer must be accepted on or prior to 5:00PM, New York City Time, on            , 2005.

        This letter instructs you as to action to be taken by you relating to the Exchange Offer with respect to the 4.85% Senior Notes due 2010 (the "Existing Notes") held by you for the account of the undersigned.

        The aggregate face amount of the Existing Notes held by you for the account of the undersigned is (FILL IN AMOUNT):

        $                        of the 4.85% Senior Subordinated Notes due 2010

        With respect to the Exchange Offer, the undersigned hereby instructs you (CHECK APPROPRIATE BOX):

o

TO TENDER the following Existing Notes held by you for the account of the undersigned (INSERT PRINCIPAL AMOUNT AT MATURITY OF EXISTING NOTES TO BE TENDERED, IF ANY):

$

o

NOT TO TENDER any Existing Notes held by you for the account of the undersigned.

        If the undersigned instructs you to tender the Existing Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representation and warranties contained in the Prospectus that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that (i) to the extent you are a resident of Canada, your principal residence is in the province of                        (FILL IN PROVINCE), (ii) the undersigned is acquiring the Exchange Notes in the ordinary course of business of the undersigned, (iii) the undersigned is not participating, does not participate, and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes, (iv) the undersigned acknowledges that any person participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the "Act") in connection with a secondary resale transaction of the Exchange Notes acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission set forth in no-action letters that are discussed in the section of the Prospectus entitled "The Exchange Offer," and (v) the undersigned is not an "affiliate," as defined in Rule 405 under the Act, of the Issuer; (b) to agree, on behalf of the

undersigned, as set forth in the Prospectus; and (c) to take such other action as necessary under the Prospectus to effect the valid tender of such Existing Notes.

Name of beneficial owner(s):

Signatures:

Name (please print):

Address:

Telephone number:

Taxpayer Identification or Social Security Number:

Date:

2

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LETTER OF TRANSMITTAL With respect to the Exchange Offer Regarding the 4.85% Senior Notes due 2010 issued by Molson Coors Capital Finance ULC