S-4

Use these links to rapidly review the document
TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on November 1, 2017

Registration No. 333-          

UNITED STATES
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)

*SEE TABLE OF ADDITIONAL REGISTRANTS

Delaware
(State or other jurisdiction of
incorporation or organization) 2082
(Primary Standard Industrial
Classification Code Number) 84-0178360
(I.R.S. Employer
Identification Number)

1801 California Street, Suite 4600 Denver, Colorado 80202 (303) 927-2337	1555 Notre Dame Street East Montréal, Québec, Canada H2L 2R5 (514) 521-1786
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Samuel D. Walker
Chief Legal and Corporate Affairs Officer
Molson Coors Brewing Company
1801 California Street, Suite 4600
Denver, Colorado 80202
(303) 927-2337
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
E. Lee Richart Anne DeMarco Molson Coors Brewing Company 1801 California Street, Suite 4600 Denver, Colorado 80202 (303) 927-2337	Jason Day Ned A. Prusse Perkins Coie LLP 1900 Sixteenth Street, Suite 1400 Denver, Colorado 80202 (303) 927-2337

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

             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, 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

             Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a
smaller reporting company) Smaller reporting company o Emerging growth company o

             If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

             If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

             Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

             Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit(1)(2)	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
1.900% Senior Notes due 2019	$500,000,000	100%	$500,000,000	$62,250
Guarantees of the 1.900% Senior Notes due 2019(3)	$500,000,000	N/A	N/A	N/A(4)
2.250% Senior Notes due 2020	$500,000,000	100%	$500,000,000	$62,250
Guarantees of the 2.250% Senior Notes due 2020(3)	$500,000,000	N/A	N/A	N/A(4)
Senior Floating Rate Notes due 2019	€500,000,000	100%	€500,000,000	$73,455(5)
Guarantees of the Senior Floating Rate Notes due 2019(3)	€500,000,000	N/A	N/A	N/A(4)
Total				$197,955

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended.

(2)

Equals the aggregate principal amount of the securities being registered.

(3)

The notes are guaranteed by the subsidiary guarantors of Molson Coors Brewing Company listed on the Table of Additional Registrants listed on the following page.

(4)

Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no additional registration fee is due with respect to the guarantees.

(5)

The filing fee is calculated based on an exchange rate of $1.18 per €1.00, which was the Bloomberg Generic Composite Rate between the U.S. dollar and the Euro on October 25, 2017.

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 Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Name of Subsidiary	Jurisdiction of Formation	I.R.S. Employer Identification Number
Molson Coors International LP(1)	Delaware		61-1529355
Molson Coors Holdco Inc.(1)	Delaware		45-4978838
MillerCoors LLC(1)	Delaware		26-2387410
Coors Brewing Company(1)	Colorado		35-2400440
Newco3, Inc.(1)	Colorado		80-0357759
CBC Holdco LLC(1)	Colorado		37-1542462
CBC Holdco 2 LLC(1)	Colorado		27-5470101
CBC Holdco 3, Inc.(1)	Colorado		81-3919736
MC Holding Company LLC(1)	Colorado		27-4174485
MillerCoors Holdings LLC(1)	Colorado		81-2692234
Jacob Leinenkugel Brewing Co., LLC(1)	Wisconsin		39-1604360
Molson Canada 2005(2)	Ontario		98-0458610
Molson Coors International General, ULC(2)	Nova Scotia		98-0532434
Molson Coors Callco ULC(2)	Nova Scotia		98-0451609
Coors International Holdco 2, ULC(2)	Nova Scotia		98-1322671

(1)

The address of each registrant is 1801 California Street, Suite 4600, Denver, Colorado 80202, and the telephone number is (303) 927-2337.

(2)

The address of each registrant is c/o Molson Canada 2005, 33 Carlingview Drive, Toronto, Ontario, Canada M9W 5E4, and the telephone number is (416) 679-7629.

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

SUBJECT TO COMPLETION, DATED NOVEMBER 1, 2017

PRELIMINARY PROSPECTUS

MOLSON COORS BREWING COMPANY

OFFER TO EXCHANGE

$500,000,000 aggregate principal amount of our 1.900% Senior Notes
due 2019, the issuance of which has been registered under the Securities
Act of 1933, as amended, for all of our outstanding 1.900% Senior Notes due 2019
$500,000,000 aggregate principal amount of our 2.250% Senior Notes
due 2020, the issuance of which has been registered under the Securities
Act of 1933, as amended, for all of our outstanding 2.250% Senior Notes due 2020

€500,000,000 aggregate principal amount of our Senior Floating Rate Notes
due 2019, the issuance of which has been registered under the Securities
Act of 1933, as amended, for all of our outstanding Senior Floating Rate Notes due 2019

          We are offering to exchange, upon the terms and conditions set forth in this prospectus and the accompanying letter of transmittal, up to $500,000,000 in aggregate principal amount of our 1.900% Senior Notes due 2019 (CUSIP No. 60871RAM2) (the "2019 exchange notes"), $500,000,000 in aggregate principal amount of our 2.250% senior notes due 2020 (CUSIP No. 60871RAP5) (the "2020 exchange notes" and together with the 2019 exchange notes, the "Dollar exchange notes"), and €500,000,000 in aggregate principal amount of our Senior Floating Rate Notes due 2019 (ISIN: XS1712180477) (the "Euro exchange notes" and, together with the 2019 exchange notes and the 2020 exchange notes, the "exchange notes"), in each case which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for an equal amount of our outstanding 1.900% Senior Notes due 2019 (CUSIP Nos. 60871RAL4 and U60894AA7) (the "original 2019 notes"), 2.250% Senior Notes due 2020 (CUSIP Nos. 60871RAN0 and U60894AB5) (the "original 2020 notes" and, together with the original 2019 notes, the "original Dollar notes") and Senior Floating Rate Notes due 2019 (ISINs: XS1577870980 and XS1577870808) (the "original Euro notes" and, together with the original Dollar notes, the "original notes"). We refer to the original notes and the exchange notes collectively as the "notes." The original notes are, and the exchange notes will be, jointly and severally guaranteed by on a full and unconditional senior unsecured basis by the subsidiary guarantors under our existing credit facility and our existing notes.

          The terms of the exchange notes are substantially identical to the terms of the original notes, except that the exchange notes will generally be freely transferable and do not contain certain terms with respect to registration rights and liquidated damages. We will issue the exchange notes under the indentures governing the original notes. For a description of the principal terms of the exchange notes, see "Description of Notes."

          This exchange offer will expire at 11:59 p.m., New York City time, on                  , 2017, unless we extend the offer. At any time prior to the expiration date, you may withdraw your tender of any original notes; otherwise, such tender is irrevocable. We will receive no cash proceeds from the exchange offer.

          The exchange notes constitute a new issue of securities for which there is no established trading market. Any original notes not tendered and accepted in the exchange offer will remain outstanding. To the extent original notes are tendered and accepted in the exchange offer, your ability to sell untendered, and tendered but unaccepted, original notes could be adversely affected. Following consummation of the exchange offer, the original notes will continue to be subject to their existing transfer restrictions and we will generally have no further obligations to provide for the registration of the original notes under the Securities Act. We cannot guarantee that an active trading market will develop or give assurances as to the liquidity of the trading market for either the original notes or the exchange notes.

          The original Dollar notes are not listed on any exchange or market. We do not intend to apply for listing of the Dollar exchange notes on any exchange or market. The original Euro notes are listed on the Official List of the Singapore Exchange Securities Trading Limited (the "SGX-ST"). However, we intend to delist the original Euro notes from the Official List of the SGX-ST upon the completion of this exchange offer. We also intend to list the Euro exchange notes on the New York Stock Exchange ("NYSE") upon the completion of this exchange offer. There can be no assurance that the Euro exchange notes will be accepted for listing on the NYSE.

          Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The letter of transmittal states that by so acknowledging 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. 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 the exchange notes received in exchange for the original notes where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days following the effective date of the registration statement of which this prospectus forms a part, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

Investing in the exchange notes involves certain risks. Please read "Risk Factors" beginning on page 8 of this prospectus.

Neither the Securities and Exchange Commission (the "SEC"), nor any state securities commission has approved or disapproved of the exchange 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                , 2017.

        This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. Documents incorporated by reference are available from us without charge. Any person, including any beneficial owner, to whom this prospectus is delivered may obtain documents incorporated by reference in, but not delivered with, this prospectus by requesting them by telephone or in writing at the following address:

Molson Coors Brewing Company
1801 California Street, Suite 4600
Denver, Colorado 80202
Attention: Investor Relations
MCBCInvestorRelations@molsoncoors.com
(303) 927-2337

To obtain timely delivery, you must request these documents no later than five business days before the expiration date of the exchange offer.

        You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with information different from that contained in this prospectus. We are offering to exchange original notes for exchange notes only in jurisdictions where such offer is permitted. You should not assume that the information in the incorporated documents or this prospectus is accurate as of any other date other than the date on the front of these documents.

        Unless the context otherwise indicates, references in this prospectus to "we," "us," "our," "MCBC" and "Molson Coors" are to Molson Coors Brewing Company and its subsidiaries. The term "you" refers to a prospective investor.

No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained or incorporated by reference in this prospectus in connection with the exchange offer, and, if given or made, such information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer of any securities other than those to which it relates or an offer or a solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstance create an implication that there has been no change in the affairs of our company since the date hereof of this prospectus.

TABLE OF CONTENTS

	Page
Cautionary Note Regarding Forward-Looking Statements		i
Prospectus Summary		1
Risk Factors		8
Use of Proceeds		16
Ratio of Earnings to Fixed Charges		17
The Exchange Offer		18
Description of Notes		31
Material U.S. Federal Income Tax Considerations		53
Plan of Distribution		54
Where You Can Find More Information		56
Incorporation by Reference		56
Legal Matters		56
Experts		57

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        Certain statements in this prospectus and the documents incorporated herein by reference include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.

        Statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements, and include, but are not limited to, statements relating to the acquisition of MillerCoors LLC ("MillerCoors") and all trademarks, contracts and other assets primarily related to the Miller brand portfolio outside of the U.S. and Puerto Rico, overall volume trends, consumer preferences, pricing trends, industry forces, cost reduction strategies, anticipated results, anticipated synergies, expectations for funding future capital expenditures and operations, debt service capabilities, shipment levels and profitability, market share and the sufficiency of capital resources. In addition, statements that we make in this prospectus and the documents incorporated herein by reference that are not statements of historical fact may also be forward-looking statements. Words such as "expects," "goals," "plans," "believes," "continues," "may," "anticipate," "seek," "estimate," "outlook," "trends," "future benefits," "potential," "projects," "strategies," and variations of such words and similar expressions are intended to identify forward looking statements.

        Forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different from those indicated (both favorably and unfavorably). These risks and uncertainties include, but are not limited to those described in "Risk Factors" found elsewhere throughout this prospectus and the documents incorporated herein by reference, and those described from time to time in our future reports filed with the Securities and Exchange Commission ("SEC"). Caution should be taken not to place undue reliance on any such forward-looking statements. Forward-looking statements speak only as of the date when made and we undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

i

PROSPECTUS SUMMARY

This summary contains basic information about us and this exchange offer. It does not contain all of the information that you should consider before deciding to participate in the exchange offer. You should carefully read this prospectus and the documents incorporated by reference herein for a more complete understanding of our business. Additionally, you should read the "Risk Factors" section of this prospectus and in the documents incorporated by reference into this prospectus before making an investment decision.

Our Company

        We are one of the world's largest brewers and have a diverse portfolio of owned and partner brands, including core brands Carling, Coors Light, Miller Lite, Molson Canadian and Staropramen, as well as craft and specialty beers such as Blue Moon, Creemore Springs, Cobra, Doom Bar, Henry's Hard Soda and Leinenkugel's. With centuries of brewing heritage, we have been crafting high-quality, innovative products with the purpose of delighting the world's beer drinkers and with the goal to be the first choice for our consumers and customers. Our success depends on our ability to make our products available to meet a wide range of consumer segments and occasions.

        Molson, Inc. ("Molson") and the Adolph Coors Company ("Coors") were founded in 1786 and 1873, respectively. Coors was incorporated in June 1913 under the laws of the State of Colorado. In October 2003, Coors merged with and into Adolph Coors Company, a Delaware corporation. In February 2005, upon completion of the merger of Adolph Coors Company (the Delaware corporation) and Molson, Adolph Coors Company (the Delaware corporation) changed its name to Molson Coors Brewing Company. The addresses and telephone numbers of our dual principal executive offices are: 1801 California Street, Suite 4600, Denver, Colorado 80202, (303) 927-2337 and 1555 Notre Dame Street East, Montréal, Québec, Canada H2L 2R5, (514) 521-1786. Our website address is www.molsoncoors.com. Information contained on our website is not incorporated by reference in this prospectus and you should not consider information contained on our website as part of this prospectus.

Summary of the Exchange Offer

        On March 15, 2017, we completed a private offering of $500 million aggregate principal amount of 1.900% Senior Notes due 2019, $500 million aggregate principal amount of 2.250% Senior Notes due 2020, €500 million aggregate principal amount of Senior Floating Rate Notes due 2019, and the related guarantees (the "2017 private offering"). Concurrently with the 2017 private offering, we and certain subsidiary guarantors entered into a registration rights agreement (the "registration rights agreement") with the initial purchasers of the original notes in which we agreed to use reasonable best efforts to cause an exchange offer registration statement of which this prospectus is a part to be filed with the SEC within 365 days of the issuance of the original notes as part of an exchange offer for the original notes. In an exchange offer, you are entitled to exchange your original notes for exchange notes registered under the Securities Act with substantially identical terms as the original notes. The following is a summary of the exchange offer. For more information please see "The Exchange Offer." After this exchange offer is completed, you will no longer be entitled to any exchange or, with limited exceptions, registration rights for your original notes.

1

The Exchange Offer	We are offering to exchange any and all of our 1.900% Senior Notes due 2019, 2.250% Senior Notes due 2020 and Senior Floating Rate Notes due 2019, all of which have been registered under the Securities Act, for an equal amount of our outstanding unregistered 1.900% Senior Notes due 2019, 2.250% Senior Notes due 2020 and Senior Floating Rate Notes due 2019, as applicable. As of the date of this prospectus, $500,000,000 in aggregate principal amount of unregistered 1.900% Senior Notes due 2019, $500,000,000 in aggregate principal amount of unregistered 2.250% Senior Notes due 2020, and €500,000,000 in aggregate principal amount of unregistered Senior Floating Rate Notes due 2019, are outstanding.
	The terms of the exchange notes are identical in all material respects to those of the original notes, except the exchange notes will not be subject to transfer restrictions and holders of the exchange notes, with limited exceptions, will have no registration rights. Also, the exchange notes will not include provisions contained in the original notes that required payment of additional interest in the event we failed to satisfy our registration obligations with respect to the original notes.
	The original notes that are not tendered for exchange will continue to be subject to transfer restrictions and, with limited exceptions, will not have registration rights. Therefore, the market for secondary resales of original notes that are not tendered for exchange is likely to be minimal. However, no market currently exists for the exchange notes and we can offer no assurance that such a market will develop.
	We will issue registered exchange notes promptly after the expiration of the exchange offer.
Expiration Date	The exchange offer will expire at 11:59 p.m., New York City time, on                        , 2017, unless we decide to extend the expiration date. Please read "The Exchange Offer—Extensions, Delay in Acceptance, Termination or Amendment" for more information about extending the expiration date.
Procedures for Tendering Original Notes	Otherwise than in respect of the original Euro notes held in Euroclear Bank SA/NV ("Euroclear") or Clearstream Banking société anonyme ("Clearstream"), to participate in the exchange offer, you must properly complete and duly execute a letter of transmittal, which accompanies this prospectus, and transmit it, along with all other documents required by such letter of transmittal, to the exchange agent on or before the expiration date at the address provided on the cover page of the letter of transmittal.

2

	In the alternative, you can tender your original Dollar notes by following the automatic tender offer program ("ATOP") procedures established by The Depository Trust Company ("DTC"), for tendering notes held in book-entry form, as described in this prospectus, whereby you will agree to be bound by the letter of transmittal and we may enforce the letter of transmittal against you. In such case, you need not complete, execute and deliver a letter of transmittal.
	You can tender your original Euro notes by causing a valid Electronic Instruction (as defined herein) for submission by Direct Participants (as defined herein) to be received by the exchange agent, subject to applicable procedures of Euroclear or Clearstream.
	If a holder of original notes desires to tender such notes and the holder's original notes are not immediately available, or time will not permit the holder's original notes or other required documents to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected pursuant to the guaranteed delivery procedures described in this prospectus.
	For more details, please read "The Exchange Offer—Procedures for Tendering Original Euro Notes" and "The Exchange Offer—Procedures for Tendering Original Dollar Notes."
Special Procedures for Beneficial Owner	If you own a beneficial interest in original notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender the original notes in the exchange offer, please contact the registered holder as soon as possible and instruct the registered holder to tender on your behalf and to comply with our instructions described in this prospectus.
Withdrawal Rights	You may withdraw your tender of original notes at any time prior to 11:59 p.m., New York City time, on the expiration date of the exchange offer. Please read "The Exchange Offer—Withdrawal of Tenders."
Acceptance of Original Notes and Delivery of Exchange Notes	Subject to customary conditions, we will accept original notes that are properly tendered in the exchange offer and not withdrawn prior to the expiration date. The exchange notes will be delivered promptly following the expiration date.

3

Consequences of Failure to Exchange Original Notes	If you do not exchange your original notes in the exchange offer, you will no longer be able to require us to register the original notes under the Securities Act, except in the limited circumstances provided under the registration rights agreement. In addition, you may not be able to resell, offer to resell or otherwise transfer the original notes unless we have registered the original notes under the Securities Act, or unless you resell, offer to resell or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act.
United States Federal Income Tax Considerations	The exchange of original notes for exchange notes will not be a taxable exchange for United States federal income tax purposes. Please see "Material U.S. Federal Income Tax Considerations."
Exchange Agent	The Bank of New York Mellon Trust Company, N.A., the trustee under the indentures governing the notes, is serving as exchange agent for the Dollar exchange notes in connection with the exchange offer. The Bank of New York Mellon, London Branch is serving as exchange agent for the Euro exchange notes in connection with the exchange offer.
Use of Proceeds	We will not receive any proceeds from the issuance of the exchange notes pursuant to the exchange offer. See "Use of Proceeds."
Registration Rights	If we fail to satisfy these obligations, we have agreed to pay additional interest to the holders of the notes under certain circumstances. Please see "The Exchange Offer—Additional Interest" for more information regarding your rights as a holder of the original notes.
Fees and Expenses	We will bear all expenses related to the exchange offer. Please read "The Exchange Offer—Fees and Expenses."

The Exchange Notes

        The form and terms of the exchange notes to be issued in the exchange offer are substantially identical to the form and terms of the original notes, except that the exchange notes will be registered under the Securities Act and, therefore, will not bear legends restricting their transfer, will not contain terms providing for additional interest if we fail to perform our registration obligations with respect to the original notes and, with limited exceptions, will not be entitled to registration rights under the Securities Act. The following summarizes the material terms of the exchange notes, which will evidence the same debt as the original notes, and both the original notes and the exchange notes are governed by the same indentures. Certain capitalized terms used in this summary of the terms of the exchange notes and elsewhere in this prospectus are defined in "Description of Notes."

Issuer	Molson Coors Brewing Company
Notes Offered	$500,000,000 aggregate principal amount of 1.900% Senior Notes due 2019

4

	$500,000,000 aggregate principal amount of 2.250% Senior Notes due 2020
	€500,000,000 aggregate principal amount of Senior Floating Rate Notes due 2019
Maturity Date	1.900% Senior Notes due 2019—March 15, 2019
	2.250% Senior Notes due 2020—March 15, 2020
	Senior Floating Rate Notes due 2019—March 15, 2019
Optional Redemption	We may, at our option, at any time and from time to time redeem all or any portion of the 2019 exchange notes at any time prior to the maturity date, or the 2020 exchange notes at any time prior to February 15, 2020 (the "Par Call Date"), in each case at the applicable price discussed under "Description of Notes—Optional Redemption."
	The 2020 exchange notes will be redeemable, in whole or in part, at our option at any time from time to time on or after the Par Call Date, at a redemption price equal to 100% of the principal amount of the 2020 notes being redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption.
	The Euro exchange notes do not contain an optional redemption provision.
Interest	The 2019 exchange notes bear interest from March 15, 2017 at the rate of 1.900% per annum.
	The 2020 exchange notes bear interest from March 15, 2017 at the rate of 2.250% per annum.
	The Euro exchange notes bear interest from March 15, 2017 at the three-month EURIBOR plus 0.350% (reset quarterly).
Interest Payment Dates	Interest on the Dollar exchange notes is payable on March 15, and September 15 of each year.
	Interest on the Euro exchange notes will be paid quarterly in arrears on March 15, June 15, September 15 and December 15 of each year.

5

Additional Amounts for Euro Exchange Notes	Subject to certain exceptions and limitations set forth herein, we will pay additional amounts as may be necessary to ensure that every net payment on a Euro exchange note to a holder, after deduction or withholding by us or any of our paying agents for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such payment by the Relevant Jurisdiction (as defined under the heading "Description of Notes—Payment of Additional Amounts for the Euro Exchange Notes"), will not be less than the amount provided in such Euro exchange note to be then due and payable. See "Description of Notes—Payment of Additional Amounts for the Euro Exchange Notes."
Redemption for Tax Reasons of the Euro Exchange Notes	We may redeem all, but not part, of the Euro exchange notes in the event of certain changes in the tax laws of the Relevant Jurisdiction. This redemption would be at 100% of the principal amount, together with accrued and unpaid interest on the Euro exchange notes to the date fixed for redemption. See "Description of Notes—Redemption of the Euro Notes for Tax Reasons."
Repurchase Upon Change of Control Triggering Event	If a Change of Control Triggering Event (as defined under "Description of Notes—Repurchase Upon Change of Control Triggering Event") occurs with respect to the exchange notes, we will be required to offer to repurchase the exchange notes at a price equal to 101% of the aggregate principal amount of the exchange notes repurchased, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, unless we have previously exercised our right to redeem the exchange notes. See "Description of Notes—Repurchase Upon Change of Control Triggering Event."
Guarantees	The exchange notes will be guaranteed jointly and severally on a full and unconditional senior unsecured basis by the "Guarantors" as defined under "Description of Notes—Certain Definitions." The Guarantors also guarantee our obligations under our existing credit facility and our existing notes.

6

Ranking	The exchange notes and the guarantees will be our and the Guarantors' senior unsecured obligations and will rank pari passu with all of our and the Guarantors' other unsubordinated debt and senior to all of our and the Guarantors' future subordinated debt. The exchange notes will be structurally subordinated to all present and future debt and other obligations of our subsidiaries that are not Guarantors. The exchange notes and the guarantees will be effectively junior to our and the Guarantors' current and future secured obligations to the extent of the assets securing such obligations.
Covenants	The indentures pursuant to which the exchange notes will be issued (as supplemented from time to time, the "indentures") contain certain covenants that will, among other things, restrict our and certain of our subsidiaries' ability to:
	• incur certain debt secured by liens;
	• engage in certain sale-leaseback transactions; and
	• consolidate, merge or transfer all or substantially all of our assets.
	These covenants are subject to significant exceptions. See "Description of Notes—Certain Restrictions" and "Description of Notes—Merger, Consolidation or Sale of Assets."
Listing	The original Dollar notes are not listed on any exchange or market. We do not intend to apply for listing of the Dollar exchange notes on any exchange or market. The original Euro notes are listed on the Official List of the SGX-ST. However, we intend to delist the original Euro notes from the Official List of the SGX-ST upon the completion of this exchange offer. We also intend to list the Euro exchange notes on the NYSE upon the completion of this exchange offer. There can be no assurance that the Euro exchange notes will be accepted for listing on the NYSE.
Risk Factors	You should carefully consider the information in the section entitled "Risk Factors" before participating in the exchange offer.

7

RISK FACTORS

You should carefully consider the risks described below, as well as the risks and other information contained or incorporated by reference in this prospectus, including the "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2016 ("Annual Report"), before exchanging your original notes. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may affect our business, financial condition and operating results. If any of these risks actually occurs, our business, financial condition and operating results could suffer, and you could lose all or part of your investment.

Risks Related to the Exchange Offer

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

        We will issue exchange notes pursuant to the exchange offer only after a timely receipt of your original notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your original notes, please allow sufficient time to ensure timely delivery. If we do not receive your original notes, letter of transmittal and other required documents by the expiration date of the exchange offer, we will not accept your original notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of original notes for exchange. If there are defects or irregularities with respect to your tender of original notes, we may not accept your original notes for exchange.

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

        We did not register the original notes and do not intend to do so following the exchange offer. Original 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 applicable securities laws. If you do not exchange your original notes, you will lose your right, except in limited circumstances, to have your original notes registered under the federal securities laws. As a result, if you hold original notes after the exchange offer, you may be unable to sell your original notes and the value of the original notes may decline. We have no obligation, except in limited circumstances, and do not currently intend, to file an additional registration statement to cover the resale of original notes that did not tender in the exchange offer or to re-offer to exchange the exchange notes for original notes following the expiration of the exchange offer.

Some holders who exchange their original notes may be deemed to be underwriters, and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

        If you exchange your original notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you 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.

Risks Related to the Exchange Notes

The exchange notes are subject to prior claims of our secured creditors and the creditors of our non-guarantor subsidiaries, and if a default occurs we may not have sufficient funds to fulfill our obligations under the exchange notes.

        The exchange notes are our unsubordinated general obligations, ranking equally with our other unsubordinated indebtedness and liabilities but effectively subordinated to any secured indebtedness to

8

the extent of the value of the assets securing such indebtedness and structurally subordinated to the debt and other liabilities of our non-guarantor subsidiaries. The indentures will permit us and our subsidiaries to incur secured debt under specified circumstances. If we incur any secured debt, our assets and the assets of our subsidiaries securing such debt will be subject to prior claims by our secured creditors. In the event of our bankruptcy, liquidation, reorganization or other winding up, assets that secure debt will be available to pay obligations on the notes only after all debt secured by those assets has been repaid in full. Holders of the exchange notes will participate in our remaining assets ratably with all of our unsecured and unsubordinated creditors, including our trade creditors. Additionally, our right to receive assets from any of our non-guarantor subsidiaries upon its bankruptcy, liquidation or reorganization, and the right of holders of the notes to participate in those assets, is structurally subordinated to claims of that subsidiary's creditors, including trade creditors.

        If we incur any additional obligations that rank equally with the notes, including trade payables, the holders of those obligations will be entitled to share ratably with the holders of the exchange notes in any proceeds distributed to unsecured and unsubordinated creditors upon our insolvency, liquidation, reorganization, dissolution or other winding up. This may have the effect of reducing the amount of proceeds paid to you. If there are not sufficient assets remaining to pay all of these creditors, all or a portion of the notes then outstanding would remain unpaid.

        As of September 30, 2017, we had outstanding indebtedness of approximately $12.3 billion that ranks equally with the exchange notes and no secured indebtedness outstanding. As of September 30, 2017, our non-guarantor subsidiaries had $19.1 million of outstanding indebtedness, excluding approximately $6.5 billion of intercompany debt and $249.6 million of intercompany payables.

The exchange 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.

        The exchange 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 exchange notes would have any claims to those assets. Although the exchange notes will be fully and unconditionally guaranteed on a senior unsecured basis by certain of our existing and future subsidiaries, they will not be guaranteed by our other subsidiaries. For financial information regarding the Guarantors, please see note 19 to our consolidated financial statements included in our Annual Report and note 19 to the consolidated financial statements of MillerCoors included in our Current Report on Form 8-K filed on November 1, 2017, which are incorporated by reference into this prospectus. The guarantors of our existing notes are identical to the Guarantors of the exchange notes. The exchange notes will be effectively subordinated to all debt and other liabilities, including trade debt and preferred share claims, of our non-guarantor subsidiaries. In addition, although they will not guarantee the exchange notes, these non-guarantor subsidiaries may, in certain circumstances, guarantee our future debt obligations to the extent the guarantee would not constitute a fraudulent conveyance, result in adverse tax consequences to us or violate applicable local law. Furthermore, certain of these non-guarantor subsidiaries have guaranteed the obligations of certain non-U.S. borrowers under our revolving multi-currency credit facilities.

We are a holding company and depend on our subsidiaries to satisfy our cash needs, including to make payments on the notes.

        Our operations are substantially conducted through our subsidiaries. As a result, the cash flow and the consequent ability to service our indebtedness, including the exchange notes, is in large part dependent upon the earnings of our subsidiaries and the distribution of those earnings to us or upon the payment of funds to us by those subsidiaries. Our subsidiaries are separate and distinct legal

9

entities and, except for our subsidiaries that guarantee the exchange notes, have no obligation, contingent or otherwise, to pay any amounts due pursuant to the notes or to make funds available to us, whether by dividends, loans or other payments, except to the extent that there are enforceable inter-company obligations created in the future. In addition, the payment of dividends and the making of loans and advances to us by our subsidiaries may be subject to contractual or statutory restrictions, are contingent upon the earnings of those subsidiaries and are subject to various business considerations.

        In addition, our ability to repatriate cash generated by our foreign operations or borrow from our foreign subsidiaries may be limited by tax, foreign exchange or other laws. Foreign tax laws may affect our ability to repatriate cash from foreign subsidiaries. Foreign earnings may be subject to withholding requirements for foreign taxes. Cash we hold in foreign entities may become subject to exchange controls that prevent such cash from being converted into other currencies, including U.S. dollars. If our ability to repatriate cash generated by our foreign operations or borrow from our foreign subsidiaries is limited by tax, foreign exchange or other laws, our ability to make payments on our debt, including amounts due under the exchange notes, would be harmed.

The indentures governing the exchange notes do not limit the amount of unsecured indebtedness that we and our subsidiaries may incur.

        The indentures governing the exchange notes do not limit the amount of unsecured indebtedness that we and our subsidiaries may incur. In addition, the indentures permit us to incur additional secured indebtedness under specified circumstances. The indentures do not contain any financial covenants or other provisions that would afford the holders of the exchange notes any substantial protection in the event we participate in a highly leveraged transaction.

Changes in our credit ratings may adversely affect the value of the exchange notes.

        We cannot provide assurance as to the credit ratings that may be assigned to the exchange notes or that any such credit ratings will remain in effect for any given period of time or that any such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating agency's judgment, circumstances warrant such an action. Further, any such ratings will be limited in scope and will not address all material risks relating to an investment in the exchange notes, but rather will reflect only the view of each rating agency at the time the rating is issued. An explanation of the significance of such rating may be obtained from such rating agency. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under further review for a downgrade, could adversely affect the market value of the exchange notes and increase our corporate borrowing costs.

Failure to comply with our debt covenants or a deterioration in our credit rating could have an adverse effect on our ability to obtain future financing at competitive rates and/or our ability to refinance our existing indebtedness.

        Under the terms of each of our credit facilities, we must comply with certain restrictions. These include restrictions on priority indebtedness (certain threshold percentages of secured consolidated net tangible assets), leverage thresholds, liens, and restrictions on certain types of sale lease-back transactions and transfers of assets. Failure to comply with these restrictions or maintain our credit rating may result in issues with our current financing structure and potential future financing requirements. A deterioration in our credit rating could also affect our ability to obtain future financing or refinance our current debt, as well as increase our borrowing rates, which could have an adverse effect on our business and financial results.

10

Credit ratings assigned to the exchange notes may not reflect all risks of an investment in the exchange notes.

        The credit ratings assigned to the exchange notes reflect the rating agencies' current assessment of our ability to make payments on the exchange notes when due. Consequently, real or anticipated changes in any of these credit ratings will generally affect the market value of the exchange notes. These credit ratings, however, may not reflect the potential impact of risks related to the structure, market or other factors related to the value of the exchange notes.

We may be unable to refinance our indebtedness.

        We may need to refinance all or a portion of our indebtedness, including the exchange notes, before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, on commercially reasonable terms or at all. There can be no assurance that we will be able to obtain sufficient funds to enable us to repay or refinance our debt obligations on commercially reasonable terms, or at all.

We may not be able to repurchase the notes upon a Change of Control Triggering Event.

        If a Change of Control Triggering Event occurs, unless we have exercised our right to redeem the exchange notes, we will be required to make an offer to repurchase the exchange notes in cash at the redemption prices described in this prospectus. However, we may not be able to repurchase the exchange notes upon a Change of Control Triggering Event because we may not have sufficient funds to do so. We may also be required to offer to repurchase certain of our other debt upon a change of control and such event may give rise to an event of default under our credit facilities. In addition, agreements governing indebtedness incurred in the future may restrict us from repurchasing the exchange notes in the event of a Change of Control Triggering Event. Any failure to repurchase properly tendered exchange notes would constitute an event of default under the indentures, which could, in turn, cause an acceleration of our other indebtedness. See "Description of Notes—Repurchase Upon Change of Control Triggering Event."

        We can enter into transactions, like recapitalizations, reorganizations, transactions with "permitted parties" (as defined in "Description of Notes—Repurchase Upon Change of Control Triggering Event") and other highly leveraged transactions, that do not constitute a change of control but that could adversely affect the holders of the exchange notes. The change of control provision that will be contained in the indentures may not necessarily afford you protection in the event of certain important corporate events, including a reorganization, restructuring, merger or other similar transaction involving us that may adversely affect you, because such corporate events may not involve a shift in voting power or beneficial ownership or, even if they do, may not constitute a "Change of Control" as defined in the indentures. The indentures do not contain provisions that would require Molson Coors Brewing Company to offer to repurchase or redeem the exchange notes in the event of a reorganization, restructuring, merger, recapitalization or similar transaction.

The exchange notes of each series will be a new class of securities for which there is no established public trading market, and you may not be able to sell your exchange notes.

        The exchange notes will be registered under the Securities Act, but will constitute a new issue of securities with no established trading market. There can be no assurance as to:

•

the liquidity of any such market that may develop;

•

the ability of holders of the exchange notes to sell their exchange notes; or

•

the prices at which the holders of the exchange notes would be able to sell their exchange notes.

11

        The original Dollar notes are not listed on any exchange or market. We do not intend to apply for listing of the Dollar exchange notes on any exchange or market. The original Euro notes are listed on the Official List of the SGX-ST. However, we intend to delist the original Euro notes from the Official List of the SGX-ST upon the completion of this exchange offer. If the original Euro notes are delisted from the Official List of the SGX-ST, holders who do not exchange their original Euro notes in this exchange offer will not be able to trade the original Euro notes on the SGX-ST. We intend to list the Euro exchange notes on the NYSE upon the completion of this exchange offer. There can be no assurance that the Euro exchange notes will be accepted for listing on the NYSE. As a consequence, an active trading market may not develop or exit for any of the exchange notes, you may not be able to sell the exchange notes, or, even if you can sell the exchange notes, you may not be able to sell them at an acceptable price. If such markets were to exist, the exchange notes could trade at prices that may be higher or lower than their principal amounts or purchase prices, depending on many factors, including:

•

prevailing interest rates (which, in respect of the Euro exchange notes will be three-month EURIBOR) and the markets for similar securities;

•

our credit rating;

•

the terms related to redemption or repurchase of the exchange notes;

•

the amount of our outstanding indebtedness;

•

the interest of securities dealers in making a market;

•

the remaining time to maturity of the exchange notes;

•

general economic conditions; and

•

our financial condition, historic financial performance and future prospects.

        In addition, any holder of original notes who tenders in the exchange offer for the purpose of participating in a distribution of the exchange 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.

The guarantees of the exchange notes may not be enforceable in certain circumstances.

        The trustee of the exchange notes is entitled, subject to the terms of the indentures and provided that an event of default has occurred and is continuing, to seek redress from each guarantor for the guaranteed indebtedness. However, there can be no assurance that the trustee will, or will be able to, effectively enforce the guarantees or that the assets of the guarantors, together with those of the Company, will be sufficient to satisfy our obligations under the exchange notes.

        The creditors of the Company and the guarantors could challenge the issuances of any of the exchange notes or the related guarantees and any related security as fraudulent transfers, conveyances or preferences, transfers at under value or on other grounds under applicable law. A court could void the obligations under the exchange notes or any guarantee and any related security or take other actions detrimental to the holders of the notes if, among other things, it were to determine that we or the applicable guarantor:

•

issued the exchange notes or guarantee or related security with the intent to prefer, defeat, hinder, delay or defraud its existing or future creditors;

•

received less than reasonably equivalent value or fair consideration in return for issuing the exchange notes or the guarantee or related security;

•

was insolvent or rendered insolvent by reason of issuing the exchange notes or the guarantee; or

12

•

acted in an oppressive manner, unfairly prejudicial to or unfairly disregarded the interests of any stakeholder or other interested party.

        To the extent a court voids a guarantee and any related security as a fraudulent transfer, preference or conveyance or holds it unenforceable for any other reason, holders of the exchange notes would cease to have any direct claim against the guarantor that delivered the guarantee. If a court were to take this action, the guarantor's assets would be applied first to satisfy the guarantor's liabilities, including trade payables, and preferred stock claims, if any, before any payment in respect of the guarantee could be made. A guarantor's remaining assets may not be sufficient to satisfy the claims of holders of the exchange notes relating to any voided portions of the guarantees and any related security.

An investment in the Euro exchange notes by a purchaser whose home currency is not Euros entails significant risks.

        All payments of interest on and the principal of the Euro exchange notes will be made in Euros, except as otherwise described herein. An investment in the Euro exchange notes by a purchaser whose home currency is not Euros entails significant risks. These risks include the possibility of significant changes in rates of exchange between the holder's home currency and Euro and the possibility of the imposition or subsequent modification of foreign exchange controls. These risks generally depend on factors over which we have no control, such as economic, financial and political events and the supply of and demand for the relevant currencies. In the past, rates of exchange between the Euros and certain currencies have been highly volatile, and each holder should be aware that volatility may occur in the future. Fluctuations in any particular exchange rate that have occurred in the past, however, are not necessarily indicative of fluctuations in the rate that may occur during the term of the Euro exchange notes. Depreciation of the Euro against the holder's home currency would result in a decrease in the effective yield of the Euro exchange notes below its coupon rate and, in certain circumstances, could result in a loss to the holder. Investing in the Euro exchange notes by U.S. investors may also have important tax consequences.

In a lawsuit for payment on the Euro exchange notes, an investor may bear currency exchange risk.

        The Euro exchange notes and the indenture governing the Euro exchange notes will be governed by the laws of the State of New York. Under New York law, a New York state court rendering a judgment on the Euro exchange notes would be required to render the judgment in Euros. The judgment would be converted into U.S. dollars, however, at the exchange rate prevailing on the date of entry of the judgment. Consequently, in a lawsuit for payment on the Euro exchange notes, investors whose home currency is not Euros would bear currency exchange risk until a New York state court judgment is entered, which could be a significant amount of time. A U.S. federal court sitting in New York with diversity jurisdiction over a dispute arising in connection with the Euro exchange notes would apply the foregoing New York law. To the extent that a judgment is ordered in U.S. dollars, an investor would be subject to exchange risk on the amount they receive in Euros due to variation in the exchange rate between the time of judgment and the time of collection.

        In courts outside of New York, investors may not be able to obtain a judgment in a currency other than U.S. dollars. For example, a judgment for money in an action based on the exchange notes in many other U.S. federal or state courts ordinarily would be enforced in the United States only in U.S. dollars. The indenture governing the Euro exchange notes includes an indemnity by the Company against a deficiency due to any such judgment, but there can be no assurance that such indemnity will be enforced. The date used to determine the rate of conversion of Euros into U.S. dollars would depend upon various factors, including which court renders the judgment and when the judgment is rendered.

13

Trading in the clearing systems is subject to minimum denomination requirements.

        The Euro exchange notes will be issued only in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof. It is possible that the clearing systems may process trades which could result in amounts being held in denominations smaller than the minimum denominations. If definitive Euro exchange notes are required to be issued in relation to such Euro exchange notes in accordance with the provisions of the relevant global Euro exchange notes, a holder who does not have the minimum denomination or an integral multiple of €1,000 in excess thereof in its account with the relevant clearing system at the relevant time may not receive all of its entitlement in the form of definitive Euro exchange notes unless and until such time as its holding satisfies the minimum denomination requirement.

The Euro exchange notes permit us to make payments in U.S. dollars if we are unable to obtain Euros.

        If the Euro is unavailable to us due to the imposition of exchange controls or other circumstances beyond our control or if the Euro is no longer being used by the then member states of the European Monetary Union that have adopted the Euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Euro exchange notes will be made in U.S. dollars until the Euro is again available to us or so used. The amount payable on any date in Euro will be converted into U.S. dollars at the most recently available market exchange rate for Euro. Any payment in respect of the Euro exchange notes so made in U.S. dollars will not constitute an event of default under the Euro exchange notes or the indenture governing the Euro exchange notes.

The European Commission has proposed a financial transaction tax in certain member states of the European Union which, if adopted, could apply in certain circumstances to secondary market trades of the Euro exchange notes both within and outside of those participating member states.

        On February 14, 2013, the European Commission published a proposal (the "Commission's Proposal") for a directive for a common financial transaction tax (the "FTT") in Belgium, Germany, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the "participating Member States") and Estonia. However, Estonia has since stated that it will not participate.

        The Commission's Proposal has very broad scope and could, if introduced in its published form, apply to certain dealings in the notes (including secondary market transactions) in certain circumstances.

        Under the Commission's Proposal, the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in the Euro exchange notes where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial institution may be, or be deemed to be, "established" in a participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a participating Member State.

        The FTT proposal remains subject to negotiation between participating Member States. It may therefore be altered prior to any implementation, the timing of which remains unclear. Additional EU Member States may decide to participate.

        Prospective holders of the Euro exchange notes are advised to seek their own professional advice in relation to the FTT.

14

The Euro exchange notes will initially be held in book-entry form and therefore investors must rely on the procedures of the relevant clearing systems to exercise any rights and remedies.

        The Euro exchange notes will initially only be issued in global certificated form and held through Euroclear and Clearstream. Interests in the global Euro exchange notes will trade in book-entry form only, and Euro exchange notes in definitive registered form will be issued in exchange for book-entry interests only in very limited circumstances. Owners of book-entry interests will not be considered owners or holders of Euro exchange notes. The common depositary for Euroclear and Clearstream, or its nominee, will be the sole registered holder of the global notes representing the Euro exchange notes. Payments of principal, interest and other amounts owing on or in respect of the global notes representing the Euro exchange notes will be made to the paying agent for the Euro exchange notes, which will make payments to Euroclear and Clearstream. Thereafter, these payments will be credited to participants' accounts that hold book-entry interests in the global notes representing the Euro exchange notes and credited by such participants to indirect participants. After payment to the common depositary for Euroclear and Clearstream, we will have no responsibility or liability for the payment of interest, principal or other amounts to the owners of book-entry interests. Accordingly, if investors own a book-entry interest, they must rely on the procedures of Euroclear and Clearstream, and if investors are not participants in Euroclear and Clearstream, they must rely on the procedures of the participant through which they own their interest, to exercise any rights and obligations of a holder of Euro exchange notes under the indenture governing the Euro exchange notes.

        Unlike the holders of the Euro exchange notes themselves, owners of book-entry interests will not have the direct right to act upon our solicitations for consents, requests for waivers or other actions from holders of the Euro exchange notes. Instead, if an investor owns a book-entry interest, they will be permitted to act only to the extent they have received appropriate proxies to do so from Euroclear and Clearstream. The procedures implemented for the granting of such proxies may not be sufficient to enable such investor to vote on a timely basis.

The amount of interest payable on the Euro exchange notes is set only once per quarter based on the three-month EURIBOR rate on the interest determination date, which rate may fluctuate substantially.

        In the past, the level of the three-month EURIBOR rate has experienced significant fluctuations. You should note that historical levels, fluctuations and trends of the three-month EURIBOR rate are not necessarily indicative of future levels. Any historical upward or downward trend in the three-month EURIBOR rate is not an indication that the three-month EURIBOR rate is more or less likely to increase or decrease at any time during a floating rate interest period, and you should not take the historical levels of the three-month EURIBOR rate as an indication of its future performance. You should further note that although the actual three-month EURIBOR rate on an interest payment date or at other times during an interest period may be higher than the three-month EURIBOR rate on the applicable interest determination date, you will not benefit from the three-month EURIBOR rate at any time other than on the interest determination date for such interest period. As a result, changes in the three-month EURIBOR rate may not result in a comparable change in the market value of the Euro exchange notes.

15

USE OF PROCEEDS

        We are making the exchange offer to satisfy our obligations under the original notes, the indentures and the registration rights agreement. We will not receive any cash proceeds from the issuance of the exchange notes pursuant to the exchange offer. In consideration of issuing the exchange notes in the exchange offer, we will receive an equal principal amount of original notes. Any original notes that are properly tendered and accepted in the exchange offer will be canceled.

16

RATIO OF EARNINGS TO FIXED CHARGES

        The following table sets forth consolidated ratio of earnings to fixed charges for each of the last five fiscal years and for the nine months ended September 30, 2017. You should read this table in conjunction with the consolidated financial statements and notes incorporated by reference in this prospectus.

	Fiscal Year Ended
											Nine Months Ended September 30, 2017
	December 29, 2012		December 31, 2013		December 31, 2014		December, 31, 2015		December, 31, 2016(2)
Ratio of earnings to fixed charges(1)		3.8		4.3		4.8		4.1		11.7		5.1

(1)

For purposes of calculating the ratio of earnings to fixed charges, earnings available for fixed charges consists of income from continuing operations before income taxes and minority interests plus fixed charges, amortization of capitalized interest and distributions from unconsolidated entities less equity in net income of unconsolidated entities and capitalized interest. Fixed charges include interest expense (net of capitalized interest), capitalized interest and the portion of rental expense that management believes is representative of the appropriate interest component of rental expense. The portion of rent expense representing interest is estimated to be 33%.

(2)

Net income from continuing operations attributable to MCBC includes the gain of approximately $3.0 billion related to the fair value remeasurement of our pre-existing 42% interest in MillerCoors over its carrying value, as well as the reclassification of the loss related to MCBC's historical accumulated other comprehensive income on our 42% interest in MillerCoors, both of which were recorded within special items, net for the year ended December 31, 2016. For further information, please refer to our Annual Report on Form 10-K for the year ended December 31, 2016.

17

THE EXCHANGE OFFER

Purpose of the Exchange Offer

        We entered into a registration rights agreement (the "registration rights agreement") with the initial purchasers of the original notes issued on March 15, 2017. In the registration rights agreement, we and the guarantors agreed to, at our cost:

•

file a registration statement (which we refer to as an exchange offer registration statement) with the SEC with respect to a registered exchange offer (which we refer to as a registered exchange offer) to exchange the notes for new notes of the company, guaranteed by the guarantors and having terms identical in all material respects to the notes (except that the exchange notes will not contain terms with respect to transfer restrictions or additional interest (as discussed below)); and

•

cause the exchange offer registration statement to be declared effective under the Securities Act and use its reasonable best efforts to complete the exchange offer not later than 120 days after the filing of the exchange offer registration statement.

        In addition, we agreed to provide that upon the effectiveness of the exchange offer registration statement, we would promptly commence the exchange offer, whereby the exchange notes will be offered in exchange for surrender of the original notes, and that we will keep the registered exchange offer open for not less than 20 business days (or longer if required by applicable law including in accordance with the requirements of Regulation 14E under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) after the date notice of the registered exchange offer is first mailed, sent or given to the noteholders. For each original note surrendered to us for exchange pursuant to the registered exchange offer, the holder of such original note will receive an exchange note having a principal amount equal to that of the surrendered original note.

        We are offering the exchange notes under this prospectus in an exchange offer for the original notes to satisfy our obligations under the registration rights agreement. We refer to our offer to exchange the exchange notes for the original notes as the "exchange offer."

Resale of Exchange Notes

        Based on interpretations by the staff of the SEC, as described in no-action letters issued to third parties that are not related to us, we believe the exchange notes will be freely transferable by holders other than our affiliates after the exchange offer without further registration under the Securities Act if the holder of the exchange notes represents to us in the exchange offer that it is acquiring the exchange notes in the ordinary course of its business, that it has no arrangement or understanding with any person to participate in the distribution of the exchange notes and that it is not our affiliate, as such terms are interpreted by the SEC; provided, however, that broker-dealers ("Participating Broker-Dealers") receiving exchange notes in the exchange offer will have a prospectus delivery requirement with respect to resales of such exchange notes. We also believe that Participating Broker-Dealers may fulfill their prospectus delivery requirements with respect to exchange notes (other than a resale of an unsold allotment from the original sale of the original notes) with this prospectus.

        If you tender your original notes in the exchange offer with the intention of participating in any manner in a distribution of the exchange notes, you:

•

cannot rely on such interpretations of the SEC staff; and

•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the exchange notes.

18

        Unless an exemption from registration is otherwise available, the resale by any security holder intending to distribute exchange notes should be covered by an effective registration statement under the Securities Act containing the selling security holder's information required under the Securities Act. This prospectus may be used for an offer to resell, a resale or other retransfer of exchange notes only as specifically described in this prospectus. Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where such original notes were acquired by such 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 such exchange notes. See "Plan of Distribution."

Shelf Registration

        In the registration rights agreement, we agreed that in the event that:

•

the Company and the guarantors determine that the registered exchange offer is not available or the exchange offer may not be completed as soon as practicable after the last exchange date because it would violate any applicable law or applicable interpretations of the SEC,

•

a holder participating in the exchange offer does not receive exchange notes on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such holder as an affiliate of the Company within the meaning of the Securities Act) and notifies us within 30 days after such holder first becomes aware of such restrictions (a "Holder Notice"),

•

the exchange offer is not for any other reason completed by the target completion date (as defined in the registration rights agreement), or

•

upon receipt of a written request (a "Shelf Request") from any initial purchaser representing that it holds registrable securities that are or were ineligible to be exchanged in the exchange offer any holder of original notes (other than the initial purchasers) is not eligible to participate in the exchange offer,

then we will, at our expense, use our reasonable best efforts to, as soon as practicable after such determination date, Holder Notice or Shelf Request, as the case may be, but in no event more than 90 days after so required or requested pursuant to the registration rights agreement, cause to be filed and thereafter shall use their reasonable best efforts to cause to be declared effective (unless it becomes effective automatically upon filing), within 180 days after so required or requested pursuant to this registration rights agreement (such date, the "Shelf Effective Date"), a shelf registration statement providing for the sale of all the registrable securities by the holders thereof and to have such shelf registration statement become effective or, if permitted by Rule 430B under the Securities Act, otherwise designate an existing effective shelf registration statement for use by the holders as a shelf registration statement providing for the sale of all registrable securities by holders thereof.

Additional Interest

        In the event that the exchange offer registration statement has not been filed by the target filing date (as defined in the registration rights agreement), the exchange offer is not completed by the target completion date (as defined in the registration rights agreement) or the shelf registration statement, if required, is not effective by the shelf effective date (as defined in the registration rights agreement), the interest rate on the original notes will be increased by (i) 0.25% per annum for the first 90-day period immediately following such date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the exchange offer registration statement has been filed, the exchange offer is completed or the shelf registration statement, if required, becomes effective, up to a maximum total increase of 0.50% per annum. In the event that we receives a Holder Notice or Shelf Request, and the shelf registration statement required to be filed thereby has not become effective by

19

the later of the shelf effective date or (y) 90 days after delivery of such Holder Notice or Shelf Request (such later date, the "Shelf Additional Interest Date"), then the interest rate on the original notes will be increased by (i) 0.25% per annum for the first 90-day period payable commencing from one day after the Shelf Additional Interest Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the shelf registration statement becomes effective, up to a maximum total increase of 0.50% per annum.

        If the Shelf Registration Statement, if required, is effective and thereafter either ceases to be effective or the applicable prospectus contained therein ceases to be usable, in each case whether or not permitted by the registration rights agreement, at any time during the shelf effectiveness period (as defined in the registration rights agreement), and such failure to remain effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period (the 30th such date, the "Trigger Date"), then the interest rate on the original notes will be increased by (i) 0.25% per annum for the first 90-day period immediately following the Trigger Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, up to a maximum increase of 0.50% per annum, and ending on such date that the shelf registration statement is again effective or the applicable prospectus again becomes usable. Such additional interest shall accrue as liquidated damages on the principal amount of the exchange notes or original notes, as the case may be.

Terms of the Exchange Offer

        Upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal, we will accept for exchange any original notes properly tendered and not withdrawn prior to the expiration date of the exchange offer. We will issue $1,000 principal amount of Dollar exchange notes in exchange for each $1,000 principal amount of original Dollar notes surrendered under the exchange offer and accepted by us. Original Dollar notes may be tendered only in integral multiples of $1,000, subject to a $2,000 minimum, and untendered original Dollar notes may only be in a minimum denomination of $2,000 and integral multiples of $1,000 in excess thereof. We will issue €1,000 principal amount of Euro exchange notes in exchange for each €1,000 principal amount of original Euro notes surrendered under the exchange offer and accepted by us. Original Euro notes may be tendered only in integral multiples of €1,000, subject to a €100,000 minimum, and untendered original Euro notes may only be in a minimum denomination of €100,000 and integral multiples of €1,000 in excess thereof.

        The terms of the exchange notes are identical in all material respects to those of the original notes, except the exchange notes will not contain terms with respect to additional interest on transfer restrictions. For each original note surrendered to us pursuant to the exchange offer, the holder who surrendered such original note will receive an exchange note having a principal amount equal to that of the surrendered original note. Interest on each exchange note will accrue from the last interest payment date on which interest was paid on the original note surrendered in exchange therefor or, if no interest has been paid on such original note, from the original issue date of such original note.

        As of the date of this prospectus, $500,000,000 in aggregate principal amount of the unregistered 1.900% Senior Notes due 2019, $500,000,000 in aggregate principal amount of the unregistered 2.250% Senior Notes due 2020, and €500,000,000 in aggregate principal amount of the unregistered Senior Floating Rate Notes due 2019, are outstanding. This prospectus and the letter of transmittal are being sent to all registered holders of the original notes. There will be no fixed record date for determining registered holders of the original notes entitled to participate in the exchange offer.

        We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Exchange Act, and the SEC rules and regulations. Original notes that are not tendered for exchange in the exchange offer:

•

will remain outstanding;

20

•

will continue to accrue interest; and

•

will be entitled to the rights and benefits that holders have under the indenture relating to such notes and, under limited circumstances, the registration rights agreement.

        We will be deemed to have accepted for exchange properly tendered original notes when we have given oral or written notice of the acceptance to the exchange agent and complied with the applicable provisions of the registration rights agreement. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us. We will issue the exchange notes promptly after the expiration of the exchange offer.

        If you tender original notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of original notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. It is important that you read "—Fees and Expenses" below for more details about fees and expenses incurred in the exchange offer.

        We will return any original notes that we do not accept for exchange for any reason without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

Expiration Date

        The exchange offer will expire at 11:59 p.m., New York City time, on                  , 2017, unless at our sole discretion we extend the exchange offer.

Extensions, Delay in Acceptance, Termination or Amendment

        We expressly reserve the right, at any time or at various times, to extend the period of time during which the exchange offer is open. We may delay acceptance for exchange of any original notes by giving written notice of the extension to their holders. During any such extensions, all original notes you have previously tendered will remain subject to the exchange offer for that series, and we may accept them for exchange.

        To extend the exchange offer, we will notify the exchange agent in writing of any extension. We also will make a public announcement of the extension no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        If any of the conditions described below under "—Conditions to the Exchange Offer" have not been satisfied with respect to the exchange offer, we reserve the right, at our sole discretion:

•

to extend the exchange offer;

•

to delay accepting for exchange any original notes; or

•

to terminate the exchange offer.

        We will give written notice of such extension, delay or termination to the exchange agent. Subject to the terms of the registration rights agreement, we also reserve the right to amend the terms of the exchange offer in any manner.

        Any such extension, delay in acceptance, termination or amendment will be followed as promptly as practicable by written notice thereof to the registered holders of the original notes. If we amend the exchange offer in a manner that we determine to constitute a material change, we will promptly disclose that amendment by means of a prospectus supplement. We will distribute the supplement to the registered holders of the original notes. Depending on the significance of the amendment and the manner of disclosure to the registered holders, we may extend, pursuant to the terms of the registration

21

rights agreement and the requirements of federal securities law, the exchange offer if the exchange offer would otherwise expire during such period.

        Without limiting the manner in which we may choose to make public announcements of any extension, delay in acceptance, termination or amendment of the exchange offer, we have no obligation to publish, advertise or otherwise communicate any such public announcement, other than by making a timely release to an appropriate news agency.

Conditions to the Exchange Offer

        Notwithstanding any other provision of the exchange offer and subject to the terms of the registration rights agreement, we will not be required to accept for exchange, or to issue exchange notes in exchange for, any original notes and may terminate or amend the exchange offer, if at any time before the expiration date of the exchange offer any of the following events occur:

•

any injunction, order or decree has been issued by any court or any governmental agency that would prohibit, prevent or otherwise materially impair our ability to proceed with the exchange offer; or

•

the exchange offer violates any applicable law or any applicable interpretation of the staff of the SEC.

        In addition, we will not be obligated to accept for exchange the original notes of any holder that has not made to us:

•

the representations described under "—Representations on Tendering Original Notes" and "Plan of Distribution;" and

•

such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to us an appropriate form for registering the exchange notes under the Securities Act.

        We expressly reserve the right to amend or terminate the exchange offer notwithstanding the satisfaction of the foregoing, and to reject for exchange any original notes upon the occurrence of any of the conditions to the exchange offer specified above. We will give oral or written notice of any extension, non-acceptance, termination or amendment to the holders of the original notes as promptly as practicable.

        These conditions are for our sole benefit, and we may assert them or waive them in whole or in part at any time or at various times at our sole discretion. Our failure at any time to exercise any of these rights will not mean that we have waived our rights. Each right will be deemed an ongoing right that we may assert at any time or at various times. If we waive a condition, we may be required in order to comply with applicable securities laws, to extend the expiration date of the exchange offer.

        In addition, we will not accept for exchange any original notes tendered, and will not issue exchange notes in exchange for any such original notes, if at such time any stop order has been threatened or is in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indentures relating to the notes under the Trust Indenture Act of 1939.

Procedures for Tendering Original Euro Notes

        As used in this prospectus the following terms have the following meanings:

        "Direct Participant" means each person who is shown in the records of the European Clearing Systems as a holder of the original Euro notes.

22

        "European Clearing Systems" means Clearstream and Euroclear.

        Subject to applicable procedures of Euroclear and Clearstream, to tender original Euro notes held through Euroclear or Clearstream, a holder who is not a Direct Participant in Euroclear or Clearstream must arrange for a Direct Participant to deliver its electronic tender and block instruction (the "Electronic Instruction"), which includes its Security Instructions (as defined below), to Euroclear or Clearstream in accordance with the deadlines specified by Euroclear or Clearstream on or prior to the expiration date, as the case may be. Only a Direct Participant in Euroclear or Clearstream may submit an Electronic Instruction to Euroclear or Clearstream.

        The term "Security Instructions" means, with respect to securities held through Euroclear or Clearstream, irrevocable instructions: (i) to block any attempt to transfer a holder's original Euro notes on or prior to the applicable settlement date; and (ii) to debit the holder's account on the applicable settlement date in respect of the Euro exchange notes that have been tendered by the holder. By submitting a Security Instruction, holders authorize Euroclear and Clearstream to disclose the name of the Direct Participant to the exchange agent and us. All of the original Euro notes tendered by the holder will be debited from the holder's account. The debit will occur upon receipt of an instruction from the exchange agent. In the event that the exchange offer is terminated by us prior to the applicable settlement date, as notified to Euroclear or Clearstream by the exchange agent, the irrevocable instructions will be automatically withdrawn. Security Instructions can be delivered only by Direct Participants in Euroclear and Clearstream.

        A holder's Electronic Instruction, which includes its Security Instructions, must be delivered and received by Euroclear or Clearstream in accordance with the procedures established by them and on or prior to the deadlines established by each of those clearing systems. Holders are responsible for informing themselves of these deadlines and for arranging the due and timely delivery of Security Instructions to Euroclear or Clearstream.

        Beneficial owners that hold original Euro notes through a custodian may not submit an Electronic Instruction directly. Such holders should contact their relevant custodians to submit an Electronic Instruction on their behalf.

Procedures for Tendering Original Dollar Notes

        Except as set forth below, a holder of original Dollar notes who wishes to tender such notes for exchange must, on or prior to the expiration date:

•

transmit a properly completed and duly executed letter of transmittal, including all other documents required by such letter of transmittal, to The Bank of New York Mellon Trust Company, N.A., which will act as the exchange agent, at the address set forth below under the heading "—Exchange Agent"; or

•

comply with DTC's Automated Tender Offer Program ("ATOP") procedures described below, in which case no letter of transmittal need be delivered.

        In addition, either:

•

the exchange agent must receive the certificates for the original Dollar notes and the letter of transmittal;

•

the exchange agent must receive, prior to the expiration date, a timely confirmation of the book-entry transfer of the original Dollar notes being tendered, along with the letter of transmittal or an agent's message; or

•

the holder must comply with the guaranteed delivery procedures described below.

23

        The term "agent's message" means a message, transmitted to DTC and received by the exchange agent and forming a part of a book-entry transfer, or "book-entry confirmation," which states that DTC has received an express acknowledgement that the tendering holder agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against such holder.

        The method of delivery of the original Dollar notes, the letters of transmittal and all other required documents is at the election and risk of the holders. If such delivery is by mail, we recommend registered mail, properly insured, with return receipt requested. In all cases, you should allow sufficient time to assure timely delivery. No letters of transmittal or original Dollar notes should be sent directly to us.

        Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by an eligible institution unless the original Dollar notes surrendered for exchange are tendered:

•

by a registered holder of the original Dollar notes; or

•

for the account of an eligible institution.

        An "eligible institution" is a firm which is a member of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office or correspondent in the United States.

        If original Dollar notes are registered in the name of a person other than the signer of the letter of transmittal, the original Dollar notes surrendered for exchange must be endorsed by, or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form to the exchange agent and as determined by us in our sole discretion, duly executed by the registered holder with the holder's signature guaranteed by an eligible institution.

        The participant should transmit its acceptance to DTC on or prior to the expiration date or comply with the guaranteed delivery procedures described below. DTC will verify the acceptance and then send to the exchange agent confirmation of the book-entry transfer. The confirmation of the book- entry transfer will be deemed to include an agent's message confirming that DTC has received an express acknowledgment from the participant that the participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against such participant. Delivery of Dollar exchange notes issued in the exchange offer may be effected through book-entry transfer at DTC. However, the letter of transmittal or facsimile thereof or an agent's message, with any required signature guarantees and any other required documents, must:

•

be transmitted to and received by the exchange agent at the address set forth below under "—The Exchange Agent" on or prior to the expiration date; or

•

comply with the guaranteed delivery procedures described below.

        DTC's ATOP program is the only method of processing the exchange offer through DTC. To tender original Dollar notes through ATOP, participants in DTC must send electronic instructions to DTC through DTC's communication system. In addition, such tendering participants should deliver a copy of the letter of transmittal to the exchange agent unless an agent's message is transmitted in lieu thereof. DTC is obligated to communicate those electronic instructions to the exchange agent through an agent's message. Any instruction through ATOP, such as an agent's message, is at your risk and such instruction will be deemed made only when actually received by the exchange agent.

        In order for your tender through ATOP to be valid, an agent's message must be transmitted to and received by the exchange agent prior to the expiration date, or the guaranteed delivery procedures described below must be complied with. Delivery of instructions to DTC does not constitute delivery to the exchange agent.

24

Representations on Tendering Original Notes

        By surrendering original notes in the exchange offer, you will be representing that, among other things:

•

you are acquiring the exchange notes issued in the exchange offer in the ordinary course of your 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 exchange notes within the meaning of the Securities Act;

•

you are not an "affiliate" of ours, as defined in Rule 405 under the Securities Act;

•

you have full power and authority to tender, exchange, assign and transfer the original notes tendered;

•

we will acquire good, marketable and unencumbered title to the original notes being tendered, free and clear of all security interests, liens, restrictions, charges, encumbrances, or other obligations relating to their sale or transfer, and not subject to any adverse claim, when the original notes are accepted by us;

•

you acknowledge and agree that if such holder is a broker-dealer that will receive exchange notes for its own account in exchange for original notes that were acquired as a result of market-making activities or other trading activities, that it will deliver a prospectus (or to the extent permitted by law, make available a prospectus to purchasers) meeting the requirements of the Securities Act in connection with any resale of such exchange notes, and you cannot rely on the position of the SEC's staff in their no-action letters issued for persons who are not broker-dealers; and

•

you are not acting on behalf of any person who cannot truthfully and completely make the foregoing representations.

Determination of Validity

        We will determine all questions as to the validity, form, eligibility (including time of receipt) and acceptance of original notes tendered for exchange in our sole discretion. Our determination will be final and binding. We reserve the absolute right to:

•

reject any and all tenders of any outstanding note improperly tendered;

•

refuse to accept any outstanding note if, in our judgment or the judgment of our counsel, acceptance of the outstanding note may be deemed unlawful; and

•

waive any defects or irregularities or conditions of the exchange offer as to any particular outstanding note based on the specific facts or circumstances presented either before or after the expiration date, including the right to waive the ineligibility of any holder who seeks to tender original notes in the exchange offer.

        Notwithstanding the foregoing, we do not expect to treat any holder of original notes differently from other holders to the extent they present the same facts or circumstances.

        Our interpretation of the terms and conditions of the exchange offer as to any particular original notes either before or after the expiration date, including the letter of transmittal and the instructions to it, will be final and binding on all parties. Holders must cure any defects and irregularities in connection with tenders of original notes for exchange within such reasonable period of time as we will determine, unless we waive such defects or irregularities.

25

        Neither we, the exchange agent nor any other person shall be under any duty to give notification of any defect or irregularity with respect to any tender of original notes for exchange, nor shall any of us incur any liability for failure to give such notification.

        If trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity sign the letter of transmittal or any original notes or any power of attorney, these persons should so indicate when signing, and you must submit proper evidence satisfactory to us of those persons' authority to so act unless we waive this requirement.

Representations on Tendering Original Notes

        By tendering, each holder will represent to us that the person acquiring exchange notes in the exchange offer, whether or not that person is the holder, is obtaining them in the ordinary course of its business, and at the time of the commencement of the exchange offer neither the holder nor, to the knowledge of such holder, that other person receiving exchange notes from such holder has any arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange notes issued in the exchange offer in violation of the provisions of the Securities Act. If any holder or any other person receiving exchange notes from such holder is an "affiliate," as defined under Rule 405 of the Securities Act, of us, or is engaged in or intends to engage in or has an arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the notes in violation of the provisions of the Securities Act to be acquired in the exchange offer, the holder or any other person:

•

may not rely on applicable interpretations of the staff of the SEC; and

•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

        Each broker-dealer that acquired its original notes as a result of market-making activities or other trading activities, and thereafter receives exchange notes issued for its own account in the exchange offer, must acknowledge that it will comply with the applicable provisions of the Securities Act (including, but not limited to, delivering this prospectus in connection with any resale of such exchange notes issued in the exchange offer). The letter of transmittal states that by so acknowledging 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. See "Plan of Distribution" for a discussion of the exchange and resale obligations of broker-dealers.

Acceptance of Original Notes for Exchange; Delivery of Exchange Notes Issued in the Exchange Offer

        Upon satisfaction or waiver of all the conditions to the exchange offer, we will accept, promptly after the expiration date, all original notes of each series properly tendered and will issue exchange notes in the applicable series registered under the Securities Act in exchange for the tendered original notes. For purposes of the exchange offer, we shall be deemed to have accepted properly tendered original notes for exchange when, as and if we have given written notice to the exchange agent, and complied with the applicable provisions of the registration rights agreement. See "—Conditions to the Exchange Offer" for a discussion of the conditions that must be satisfied before we accept any original notes for exchange.

        For each outstanding note accepted for exchange, the holder will receive an exchange note registered under the Securities Act having a principal amount equal to that of the surrendered outstanding note. Registered holders of exchange notes issued in the exchange offer on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date on which interest has been paid or, if no interest has been paid, from the issue date of the original notes. Holders of exchange notes will not receive any

26

payment in respect of accrued interest on original notes otherwise payable on any interest payment date, the record date for which occurs on or after the consummation of the exchange offer. Under the registration rights agreement, we may be required to make payments of additional interest to the holders of the original notes under circumstances relating to the timing of the exchange offer.

        In all cases, we will issue exchange notes for original notes that are accepted for exchange only after the exchange agent timely receives:

•

certificates for such original notes or a timely book-entry confirmation of such original notes into the exchange agent's account at DTC, Euroclear or Clearstream, as applicable;

•

a properly completed and duly executed letter of transmittal, agent's message or Electronic Instructions; and

•

all other required documents.

        If for any reason set forth in the terms and conditions of the exchange offer we do not accept any tendered original notes, or if a holder submits original notes for a greater principal amount than the holder desires to exchange, we will return such unaccepted or nonexchanged notes without cost to the tendering holder. In the case of original Dollar notes tendered by book-entry transfer into the exchange agent's account at DTC, the nonexchanged notes will be credited to an account maintained with DTC.

        We will return the original notes or have them credited to DTC, Euroclear or Clearstream, as applicable, promptly after the expiration or termination of the exchange offer.

Guaranteed Delivery Procedures for Original Dollar Notes

        If a holder of original Dollar notes desires to tender such notes and the holder's original Dollar notes are not immediately available, or time will not permit the holder's original Dollar notes or other required documents to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, a tender may be effected if:

•

the holder tenders the original Dollar notes through an eligible institution;

•

prior to the expiration date, the exchange agent receives from such eligible institution a properly completed and duly executed notice of guaranteed delivery, acceptable to us, by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier), mail or hand delivery, setting forth the name and address of the holder of the original Dollar notes tendered, the names in which such original Dollar notes are registered, if applicable, the certificate number or numbers of such original Dollar notes and the amount of the original Dollar notes being tendered. The notice of guaranteed delivery shall state that the tender is being made and guarantee that within three NYSE trading days after the expiration date, the certificates for all physically tendered original Dollar notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal or agent's message with any required signature guarantees and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

•

the exchange agent receives the certificates for all physically tendered original Dollar notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal or agent's message with any required signature guarantees and any other documents required by the letter of transmittal, within three New York Stock Exchange trading days after the expiration date.

27

Withdrawal of Tenders

        Your tender of original notes pursuant to the exchange offer is irrevocable except as otherwise provided in this section. You may withdraw tenders of your original notes at any time prior to the expiration of the exchange offer.

        With respect to the original Dollar notes, for a withdrawal to be effective, you must send a written notice of withdrawal to the exchange agent at the address set forth below under "—Exchange Agent." Any such notice of withdrawal must:

•

specify the name of the person that has tendered the original Dollar notes to be withdrawn; identify the original Dollar notes to be withdrawn, including the principal amount of such original Dollar notes; and

•

where certificates for original Dollar notes are transmitted, specify the name in which original Dollar notes are registered, if different from that of the withdrawing holder.

        If original Dollar notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC, as applicable, to be credited with the withdrawn notes and otherwise comply with the procedures of such facility.

        With respect to the original Euro notes, for a withdrawal to be effective, you must instruct the Direct Participant to submit a valid electronic withdrawal instruction to the relevant European Clearing System which must be received by the exchange agent prior to 11:59 p.m., New York City time, on the expiration date.

        We will determine all questions as to the validity, form and eligibility (including time of receipt) of notices of withdrawal and our determination will be final and binding on all parties. Any tendered notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any original notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder. Original notes received by the exchange agent that are withdrawn will be returned by the exchange agent to the participant who delivered such original notes by crediting an account maintained at either DTC, Euroclear or Clearstream, as applicable, designated by such participant. The original notes will be returned promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn original notes may be re-tendered by following one of the procedures described under "—Procedures for Tendering" above at any time on or prior to 11:59 p.m., New York City time, on the expiration date.

Effect of Not Tendering

        Holders who desire to tender their original notes in exchange for exchange notes registered under the Securities Act should allow sufficient time to ensure timely delivery. Neither the exchange agent nor we are under any duty to give notification of defects or irregularities with respect to the tenders of original notes for exchange.

        Original notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, continue to accrue interest and to be subject to the provisions in the indenture regarding the transfer and exchange of the original notes and the existing restrictions on transfer set forth in the legend on the original notes in the prospectus relating to the original notes. After completion of the exchange offer, we will have no further obligation to provide for the registration under the Securities Act of those original notes except in limited circumstances with respect to specific types of holders of original notes and we do not intend to register the original notes under the Securities Act. In general, original notes, unless registered under the Securities Act, may not be

28

offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws.

Exchange Agent

        The Bank of New York Mellon Trust Company, N.A. has been appointed as exchange agent for the Dollar exchange notes in connection with the exchange offer. The Bank of New York Mellon, London Branch has been appointed as exchange agent for the Euro exchange notes in connection with the exchange offer. Questions, requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

Exchange Agent for the Dollar Exchange Notes:	Exchange Agent for the Euro Exchange Notes:
The Bank of New York Mellon Trust Company, N.A.	The Bank of New York Mellon, London Branch
c/o The Bank of New York Mellon Corporate Trust Operations-Reorganization Unit 111 Sanders Creek Parkway East Syracuse, NY 13057 Attn: Eric Herr Tel: 315-414-3362 Fax: 732-667-9408 Email: CT_REORG_UNIT_INQUIRIES@bnymellon.com	One Canada Square London E14 5AL United Kingdom Attention: Debt Restructuring Services Tel: +44 1202 689 644 Email: debtrestructuring@bnymellon.com

Fees and Expenses

        We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. The estimated cash expenses to be incurred in connection with the exchange offer will be paid by us and will include fees and expenses of the exchange agent, legal, printing and related fees and expenses. Notwithstanding the foregoing, holders of the original notes shall pay all agency fees and commissions and underwriting discounts and commissions, if any, attributable to the sale of such original notes or exchange notes.

Accounting Treatment

        We will record the exchange notes at the same carrying value as the original notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes as the terms of the exchange notes are substantially identical to those of the original notes.

Transfer Taxes

        Holders who tender their original notes in exchange for exchange notes will not be obligated to pay any transfer taxes in connection with that tender or exchange, except that holders who instruct us to issue exchange notes in the name of, or request that original notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax on those original notes. If satisfactory evidence of payment of such taxes or exception therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder. Notwithstanding the foregoing, holders of original notes shall pay transfer taxes, if any, attributable to the sale of such original notes or of any exchange notes received in connection with this exchange offer. If a transfer tax is imposed for any reason other than the transfer and exchange of original notes to us or our order pursuant to the exchange offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the applicable holder.

29

Other

        Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your decision on what action to take.    In the future, we may at our discretion seek to acquire untendered original notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plan to acquire any original notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered original notes, except as required by the registration rights agreement.

30

DESCRIPTION OF NOTES

        This section describes the specific financial and legal terms of the exchange notes. References to "we," "us," or the "Company" in this "Description of Notes" are references to Molson Coors Brewing Company and not any of its subsidiaries. The following description is a summary of the material provisions of the indentures applicable to both the exchange notes and the original notes, and does not purport to be complete. As such, (i) when we refer to the "Dollar notes," we are describing the material provisions of both the original Dollar notes and the Dollar exchange notes, (ii) when we refer to the "Euro notes," we are describing the material provisions of both the original Euro notes and the Euro exchange notes, and (iii) when we refer to the "notes," we are describing both the Dollar notes and the Euro notes. Reference is made to the indentures for the notes for the full text of the terms of each series of the notes, copies of which are incorporated by reference in this prospectus. The terms of the notes include those stated in the indentures and those made a part of the indentures by reference to the Trust Indenture Act of 1939, as amended. The following description does not restate the indentures in their entirety. We urge you to read each indenture applicable to the series of notes you hold in their entirety because such indentures, and not this description of the notes, defines your rights as a holder of the respective notes. For more information on how you can obtain a copy of the applicable indentures, see "Where You Can Find More Information." You can find the definitions of certain terms used in this description of the exchange notes under the caption "—Certain Definitions" below.

General Description of Dollar Notes

        Each series of Dollar notes is, or will be, issued under an indenture, dated March 15, 2017, among us, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee. The original 2019 notes were issued in an initial aggregate principal amount of $500,000,000, and the 2019 exchange notes will be issued in an initial aggregate principal amount of up to $500,000,000. Both the original 2019 notes and the 2019 exchange notes will mature on March 15, 2019. The original 2020 notes were issued in an initial aggregate principal amount of $500,000,000, and the 2020 exchange notes will be issued in an initial aggregate principal amount of up to $500,000,000. Both the original 2020 notes and the 2020 exchange notes will mature on March 15, 2020.

        Each series of Dollar notes are issued only in fully registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 above that amount. No service charge is made for any transfer or exchange of the Dollar notes, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with a transfer or exchange. The Dollar notes are not entitled to any sinking fund.

        Interest accrues on each series of Dollar notes at the applicable rate per annum shown on the cover of this prospectus from the original issue date of the Dollar notes, or from the most recent date to which interest has been paid or provided for, and will be payable in cash semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2017, to the persons in whose names the Dollar notes are registered in the security register at the close of business on the March 1 or September 1 preceding the relevant interest payment date, except that interest payable at maturity shall be paid to the same persons to whom principal of such Dollar notes is payable. Interest is computed on the Dollar notes on the basis of a 360-day year of twelve 30-day months. Principal and interest are payable, and the Dollar notes are transferable or exchangeable, at the office or offices or agency maintained by us for this purpose.

        If any interest payment date is not a Business Day, we will pay interest on the next day that is a Business Day as if payment were made on the date such payment was due, and no interest will accrue on the amounts so payable for such delay. A Business Day is a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

31

        We have initially appointed the trustee at its corporate trust office as a paying agent, transfer agent and registrar for the Dollar notes. We will cause each transfer agent to act as a co-registrar and will cause to be kept at the office of the registrar a register in which, subject to such reasonable regulations as we may prescribe, we will provide for the registration of the Dollar notes and registration of transfers of the Dollar notes. We may vary or terminate the appointment of any paying agent or transfer agent, or appoint additional or other such agents or approve any change in the office through which any such agent acts.

        We will provide you with notice of any resignation, termination or appointment of the trustee or any paying agent or transfer agent, and of any change in the office through which any such agent will act.

        The Dollar notes are, or will be, unsecured and unsubordinated obligations of the Company and rank pari passu with its other unsecured and unsubordinated debt, including the Existing Notes (as defined below) and U.S. borrowings under our credit facilities.

        We may issue additional securities under the indenture for the Dollar notes from time to time in one or more other series, which may have terms and conditions that differ from those set forth herein. The Dollar notes each constitute a separate series of securities under the indenture for the Dollar notes. In addition, we may, without the consent of the holders of any series of the Dollar notes, issue additional Dollar notes having the same terms and conditions in all respects as any series of the Dollar notes, except for the applicable issue date and the issue price. Any such additional notes having such similar terms, together with the relevant series of the Dollar notes, will be treated as a single series of securities under the indenture, provided that if any such additional Dollar notes are not fungible with the existing Dollar notes for United States federal income tax purposes, such additional Dollar notes will have a separate CUSIP number.

General Description of Euro Notes

        The Euro notes were, or will be, issued under an indenture, dated March 15, 2017, among us, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee. The Company also entered into a paying agency agreement with The Bank of New York Mellon, London Branch, as paying agent (the "Paying Agent"), and a calculation agency agreement with The Bank of New York Mellon, London Branch, as calculation agent (the "Calculation Agent"), with respect to the Euro notes. The original Euro notes were issued in an initial aggregate principal amount of €500,000,000, and the Euro exchange notes will be issued in an initial aggregate principal amount of up to €500,000,000. The Euro notes will mature on March 15, 2019. The Euro notes are issued only in fully registered form without coupons in minimum denominations of €100,000 and integral multiples of €1,000 above that amount. No service charge will be made for any transfer or exchange of the Euro notes, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with a transfer or exchange. The Euro notes are not entitled to any sinking fund.

Interest on the Euro Notes

        Interest on the Euro notes accrues from and including March 15, 2017 or from and including the most recent interest payment date to which interest has been paid or provided for. We will make interest payments on the Euro notes on each March 15, June 15, September 15 and December 15 of each year, with the first interest payment being made on June 15, 2017. We will make interest payments to the person in whose name the Euro notes are registered at the close of business on the 15th calendar day (whether or not a business day) preceding the respective interest payment date.

        The per annum interest rate on the Euro notes in effect for each day of a Floating Rate Interest Period (as defined below) will be equal to the Applicable EURIBOR Rate (as defined below) plus 35 basis points (0.350%); provided, however, that the minimum interest rate shall be zero (the

32

"Floating Interest Rate"). The Floating Interest Rate for each Floating Rate Interest Period will be set two TARGET days (as defined below) prior to March 15, June 15, September 15 or December 15 of each year (each such date, a "Floating Rate Interest Reset Date"), and will be set for the initial Floating Rate Interest Period on March 13, 2017. The Euro notes bear interest at the applicable Floating Interest Rate until the principal on the Euro notes is paid or made available for payment (the "Floating Rate Principal Payment Date"). If any Floating Rate Interest Reset Date and Floating Rate Interest Payment Date would otherwise be a day that is not a EURIBOR business day, such Floating Rate Interest Reset Date and Floating Rate Interest Payment Date shall be the next succeeding EURIBOR business day, unless the next succeeding EURIBOR business day is in the next succeeding calendar month, in which case such Floating Rate Interest Reset Date and Floating Rate Interest Payment Date shall be the immediately preceding EURIBOR business day.

        "EURIBOR business day" means any day that is not a Saturday or Sunday and that, in the City of New York or the City of London, is not a day on which banking institutions are generally authorized or obligated by law to close, and is a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer System, or any successor thereto, operates.

"Floating Rate Interest Period" shall mean the period from and including a Floating Rate Interest Payment Date to but excluding the next succeeding Floating Rate Interest Payment Date and, in the case of the last such period, from and including the Floating Rate Interest Payment Date immediately preceding the Floating Rate Maturity Date or Floating Rate Principal Payment Date, as the case may be, to but not including the later of the Floating Rate Maturity Date or the Floating Rate Principal Payment Date, as the case may be. If the Floating Rate Principal Payment Date or Floating Rate Maturity Date is not a EURIBOR business day, then the principal amount of the notes plus accrued and unpaid interest thereon shall be paid on the next succeeding EURIBOR business day and no interest shall accrue for the Floating Rate Maturity Date, Floating Rate Principal Payment Date or any day thereafter.

        The "Applicable EURIBOR Rate" shall mean the greater of (x) zero and (y) the rate determined in accordance with the following provisions:

        (1)   Two prior TARGET days on which dealings in deposits in euros are transacted in the euro-zone interbank market preceding each Floating Rate Interest Reset Date (each such date, an "Interest Determination Date"), the Calculation Agent, as agent for us, will determine the Applicable EURIBOR Rate which shall be the rate for deposits in euro having a maturity of three months commencing on the first day of the applicable interest period that appears on the Reuters Screen EURIBOR01 Page as of 11:00 a.m., Brussels time, on such Interest Determination Date. "Reuters Screen EURIBOR01 Page" means the display designated on page "EURIBOR01" on Reuters (or such other page as may replace the EURIBOR01 page on that service or any successor service for the purpose of displaying euro-zone interbank offered rates for euro-denominated deposits of major banks). If the Applicable EURIBOR Rate on such Interest Determination Date does not appear on the Reuters Screen EURIBOR01 Page, the Applicable EURIBOR Rate will be determined as described in (2) below. "TARGET day" means a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer System is operating.

        (2)   With respect to an Interest Determination Date for which the Applicable EURIBOR Rate does not appear on the Reuters Screen EURIBOR01 Page as specified in (1) above, the Applicable EURIBOR Rate will be determined on the basis of the rates at which deposits in euro are offered by four major banks in the euro-zone interbank market selected by us (the "Reference Banks") at approximately 11:00 a.m., Brussels time, on such Interest Determination Date to prime banks in the euro-zone interbank market having a maturity of three months, and in a principal amount equal to an amount of not less than A1,000,000 that is representative for a single

33

transaction in such market at such time. We will request the principal euro-zone office of each of such Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the Applicable EURIBOR Rate on such Interest Determination Date will be the arithmetic mean (rounded upwards) of such quotations. If fewer than two quotations are provided, the Applicable EURIBOR Rate on such Interest Determination Date will be the arithmetic mean (rounded upwards) of the rates quoted by three major banks in the euro-zone selected by us at approximately 11:00 a.m., Brussels time, on such Interest Determination Date for loans in euro to leading European banks, having a maturity of three months, and in a principal amount equal to an amount of not less than A1,000,000 that is representative for a single transaction in such market at such time; provided, however, that if the banks so selected as aforesaid by us are not quoting as mentioned in this sentence, the relevant Floating Interest Rate for the Floating Rate Interest Period commencing on the Floating Rate Interest Reset Date following such Interest Determination Date will be the Floating Interest Rate in effect on such Interest Determination Date (i.e., the same as the rate determined for the immediately preceding Floating Rate Interest Reset Date).

        The amount of interest for each day that the Euro notes are outstanding (the "Daily Interest Amount") will be calculated by dividing the Floating Interest Rate in effect for such day by 360 and multiplying the result by the principal amount of the Euro notes (known as the "Actual/360" day count). The amount of interest to be paid on the Euro notes for any Floating Rate Interest Period will be calculated by adding the Daily Interest Amounts for each day in such Floating Rate Interest Period.

        The Floating Interest Rate and amount of interest to be paid on the Euro notes for each Floating Rate Interest Period will be determined by the Calculation Agent. The Calculation Agent will, upon the request of any holder of the Euro notes, provide the interest rate at the time of the last interest payment date with respect to the Euro notes. All calculations made by the Calculation Agent shall in the absence of manifest error be conclusive for all purposes and binding on us and the holders of the rate notes. So long as the Applicable EURIBOR Rate is required to be determined with respect to the rate notes, there will at all times be a Calculation Agent. In the event that any then acting Calculation Agent shall be unable or unwilling to act, or that such Calculation Agent shall fail duly to establish the Applicable EURIBOR Rate for any Interest Period, or that we propose to remove such Calculation Agent, we shall appoint ourselves or another person which is a bank, trust company, investment banking firm or other financial institution to act as the Calculation Agent.

        We have initially appointed the trustee at its corporate trust office as a transfer agent and registrar for the Euro notes and we have initially appointed The Bank of New York Mellon, London Branch, as a paying agent for the Euro notes. We will cause each transfer agent to act as a co-registrar and will cause to be kept at the office of the registrar a register in which, subject to such reasonable regulations as we may prescribe, we will provide for the registration of the notes and registration of transfers of the Euro notes. We may vary or terminate the appointment of any paying agent or transfer agent, or appoint additional or other such agents or approve any change in the office through which any such agent acts. We will provide you with notice of any resignation, termination or appointment of the trustee or any paying agent or transfer agent, and of any change in the office through which any such agent will act.

        The Euro notes are unsecured and unsubordinated obligations of the Company and will rank pari passu with its other unsecured and unsubordinated debt, including the Existing Notes (defined below) and U.S. borrowings under our credit facilities.

        We may issue additional securities under the indenture from time to time in one or more other series, which may have terms and conditions that differ from those set forth herein. In addition, we may, without the consent of the holders of the Euro notes, issue additional Euro notes having the same terms and conditions in all respects as the Euro notes, except for the applicable issue date and the

34

issue price. Any such additional Euro notes having such similar terms, together with then-existing Euro notes, will be treated as a single series of securities under the indenture, provided that if any such additional Euro notes are not fungible with the then-existing Euro notes for United States federal income tax purposes, such additional notes will have separate ISIN, CUSIP and Common Code numbers, as applicable.

        The Euro notes and other securities of other series under the indenture governing the Euro Notes will vote together as a single class in many circumstances. To the extent that any securities are issued under the indenture governing the Euro Notes and denominated in a currency other than U.S. dollars, the principal amount of the Euro notes and such other securities for purposes of any act, consent or waiver under the indenture governing the Euro notes shall be determined as the dollar equivalent thereof, converted based on the spot rate (as determined by us in our discretion) at 11:00 a.m. Eastern time on the business day before the record date for such act, waiver or consent (or, if there is no such record date, the date when such act, consent or waiver is taken).

Guarantees

        The notes and all of the Company's obligations under the indentures will be jointly and severally guaranteed on a full and unconditional senior unsecured basis initially by Molson Coors International LP, Molson Canada 2005, Molson Coors International General, ULC, Molson Coors Callco ULC, Coors Brewing Company, Molson Coors Holdco Inc., CBC Holdco LLC, MC Holding Company LLC, CBC Holdco 2 LLC, Newco3, Inc., MillerCoors LLC, CBC Holdco 3, Inc., MillerCoors Holdings LLC, Jacob Leinenkugel Brewing Co., LLC and Coors International Holdco 2, ULC. The Guarantors will fully and unconditionally guarantee the payment of all of the principal of, and any premium and interest, if any, on, the notes when due, whether at maturity or otherwise. Each guarantee will be limited as necessary to prevent such guarantee from being rendered voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Each of these entities will also guarantee our obligations under our credit facilities and our Existing Notes (as defined below).

        Each Guarantor that makes a payment under its guarantee will be entitled to a contribution from each other Guarantor in an amount equal to such other Guarantor's pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP. If a guarantee 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 Guarantor and, depending on the amount of such indebtedness, a Guarantor's liability on its guarantee could be reduced to zero.

        In addition, the Company will cause each of its Subsidiaries that issued Senior Debt guaranteed by the Company and guarantees Senior Debt of the Company under (i) the Company's then-existing primary credit facility, (ii) the 2.25% Notes due 2018 guaranteed by the Company, the 2.1% Senior Notes due 2021 issued by the Company, the 2.75% Notes due 2020 guaranteed by the Company, the 2.84% Senior Notes due 2023 guaranteed by the Company, 3.44% Senior Notes due 2026 guaranteed by the Company, the 3.5% Senior Notes due 2022 issued by the Company, the 3.0% Senior Notes due 2026 issued by the Company, the 5.0% Senior Notes due 2042 issued by the Company, the 4.2% Senior Notes due 2046 issued by the Company, the 1.45% Senior Notes due 2019 or the 1.25% Senior Notes due 2024 issued by the Company (the "Existing Notes"), or (iii) any senior unsecured notes issued by the Company in future capital markets transactions ("Additional Debt"), after the first original issue date of the notes to, within 30 days of any of the events listed in clauses (i), (ii), and (iii) immediately above, to execute and deliver to the trustee a supplemental indenture pursuant to which such Subsidiary will guarantee payment of each series of the notes on the same terms and conditions as the original guarantees from the initial Guarantors.

35

        A Guarantor will be automatically released and relieved from all its obligations under its guarantee in the following circumstances:

        (a)   upon the sale or other disposition (including by way of consolidation or merger), in one transaction or a series of related transactions, of at least a majority of the total voting power of the capital stock or other interests of such Guarantor (other than to the Company or any of its Subsidiaries), as permitted under the indenture;

        (b)   upon the sale or disposition of all or substantially all the assets of such Guarantor (other than to the Company or any of its Subsidiaries), as permitted under the indenture; or

        (c)   if at any time when no default has occurred and is continuing with respect to the notes, such Guarantor no longer guarantees (or which guarantee is being simultaneously released or will be immediately released after the release of the Guarantor) the Debt of the Company under (i) the Company's then-existing primary credit facility, (ii) the Existing Notes or (iii) any Additional Debt.

        "Senior Debt" means, with respect to any Person, Debt of such Person, whether outstanding on the date of the 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 notes; provided, however, that Senior Debt shall not include (1) any Debt of such Person owing to any affiliate of the Company; 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.

        The guarantor structure and supplemental guarantor financial information for the original notes and the exchange notes is exactly the same as our Existing Notes, which are presented in our Annual Report and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017, each of which are incorporated by reference in this prospectus. Therefore, our previously filed consolidated financial statements and supplemental guarantor financial information (as required under Rule 3-10 of Regulation S-X) is reflective of the Guarantors of the original notes and the exchange notes.

Optional Redemption

Dollar Notes

        We may, at our option, at any time and from time to time redeem all or any portion of (a) the 2019 notes at any time prior to the maturity date of the 2019 notes, or (b) the 2020 notes at any time prior to February 15, 2020 (the "Par Call Date"), in each case on not less than 15 nor more than 60 days' prior notice sent to registered holders of the 2019 notes or 2020 notes to be redeemed at a redemption price equal to the greater of:

•

100% of the principal amount of the 2019 notes or 2020 notes being redeemed; and

•

the sum, as determined by an Independent Investment Banker, of the present values of (a) in the case of the 2019 notes, the principal amount of the notes being redeemed and the remaining scheduled payments of interest on such notes being redeemed through the maturity date of the 2019 notes, and (b) in the case of the 2020 notes, the redemption price on the Par Call Date and the remaining scheduled payments of interest on such notes being redeemed as if the notes were redeemed on the Par Call Date, in each case (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) computed using a discount rate equal to the Treasury Rate plus (i) 10 basis points in the case of the 2019 notes and (ii) 15 basis points in the case of the 2020 notes,

36

in each case, plus accrued and unpaid interest on the principal amount of such notes being redeemed to, but excluding, the redemption date.

        The 2020 notes are redeemable, in whole or in part, at our option at any time from time to time on or after the Par Call Date, at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption.

        If money sufficient to pay the redemption price of all of the 2019 notes and 2020 notes (or portions thereof) to be redeemed on the redemption date is deposited with the trustee or paying agent on or before the redemption date and certain other conditions are satisfied, then on and after such redemption date, interest will cease to accrue on such series of notes (or such portion thereof) called for redemption.

        If we elect to redeem less than all of any series of the 2019 notes or 2020 notes, and such notes are at the time represented by a global note, then the depositary will select by lot the particular notes of such series to be redeemed. If we elect to redeem less than all of any series of the notes, and any of such notes are not represented by a global note, then the trustee will select the particular notes of such series to be redeemed in accordance with its customary practices and procedures (and the depositary will select by lot the particular interests in any global note of such series to be redeemed).

        We may at any time, and from time to time, purchase the 2019 notes or 2020 notes at any price or prices in the open market, through negotiated transactions, by tender offer or otherwise.

        Once notice of redemption is mailed (or otherwise transmitted in accordance with the applicable procedures of DTC for any series of 2019 notes or 2020 notes, the notes of such series called for redemption will become due and payable on the redemption date at the applicable redemption price.

        Notice of any redemption of 2019 notes or 2020 notes in connection with a corporate transaction (including any equity offering, an incurrence of indebtedness or a change of control) may, at the Company's discretion, be given prior to the completion thereof and any such redemption or notice may, at the Company's discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the related transaction. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date. In addition, the Company may provide in such notice that payment of the redemption price and performance of the Company's obligations with respect to such redemption may be performed by another Person.

Euro Notes

        The Euro notes do not contain an optional redemption provision.

Payment of Additional Amounts Under the Euro Notes

        We will, subject to the exceptions and limitations set forth below, pay such additional amounts as will result in the receipt by a holder of such amounts, after deduction for any present or future tax, assessment or other governmental charge of the United States or a political subdivision or taxing authority of or in the United States (a "Relevant Jurisdiction"), imposed by withholding with respect to the payment, as would have been received had no such withholding or deduction been required; provided, however, that the foregoing obligation to pay additional amounts shall not apply:

        (1)   to any tax, assessment or other governmental charge of the United States imposed on a holder of a Euro note that is a "United States person" (as defined below in "—Certain Definitions");

37

        (2)   to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the holder (or the beneficial owner for whose benefit such holder holds such note), or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as:

        (a)   being or having been present or engaged in a trade or business in the Relevant Jurisdiction or having had a permanent establishment in the Relevant Jurisdiction;

        (b)   having a current or former relationship with the Relevant Jurisdiction, including a relationship as a citizen or resident of the Relevant Jurisdiction;

        (c)   being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States federal income tax purposes or a corporation that has accumulated earnings to avoid United States federal income tax;

        (d)   being or having been a "10-percent shareholder" of us as defined in section 871(h)(3) of the United States Internal Revenue Code or any successor provision (the "Code");

        (e)   being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into the ordinary course of its trade or business, as described in section 881(c)(3)(A) of the Code; or

        (3)   to any holder that is not the sole beneficial owner of the Euro notes, or a portion of the Euro notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with respect to the fiduciary, or a partner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner, partner, or member received directly its beneficial or distributive share of the payment;

        (4)   to any tax, assessment or other governmental charge that is imposed or otherwise withheld solely by reason of a failure of the holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the holder or beneficial owner of the Euro notes, if compliance is required by statute, by regulation of the Relevant Jurisdiction or any taxing authority therein or by an applicable income tax treaty to which the Relevant Jurisdiction is a party as a precondition to exemption from such tax, assessment or other governmental charge;

        (5)   to any tax, assessment or other governmental charge that is imposed otherwise than by withholding or deduction from the payment;

        (6)   to any tax, assessment or other governmental charge that is imposed or withheld solely by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective after the payment becomes due or is duly provided for, whichever occurs later;

        (7)   to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or other governmental charge;

        (8)   to any tax, assessment or other governmental charge any paying agent (which term may include us) must withhold from any payment of principal of or interest on any note, if such payment can be made without such withholding by any other paying agent;

        (9)   to any tax, assessment or governmental charge that would not have been so imposed or withheld but for the presentation by the holder of a note for payment on a date more than 30 days

38

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;

        (10) any withholding or deduction pursuant to an agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code (or any regulations, agreements thereunder or official interpretations thereof) or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement);

        (11) to any tax, assessment or governmental charge required to be withheld by any paying agent from any payment of principal of or interest on any note as a result of the presentation of any note for payment by or on behalf of a beneficial owner who would have been able to avoid the withholding or deduction by presenting the relevant global note to another paying agent in a Member State of the EU; or

        (12) in the case of any combination of the above items.

        The Euro notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable to the Euro notes. Except as specifically provided under this heading "—Payment of Additional Amounts under the Euro Notes," we will not be required to make any payment for any tax, assessment or other governmental charge imposed by any government or a political subdivision or taxing authority of or in any government or political subdivision.

        As used under this heading "—Payment of Additional Amounts Under the Euro Notes" and under the heading "—Redemption of the Euro Notes for Tax Reasons," the term "United States" means the United States of America (including the states and the District of Columbia) and its territories, possessions and other areas subject to its jurisdiction, "United States person" means any individual who is a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States person under any applicable Treasury regulations), or any estate or trust the income of which is subject to United States federal income taxation regardless of its source.

Redemption of the Euro Notes for Tax Reasons

        If, as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated under the laws) of the Relevant Jurisdiction, or any change in, or amendments to, an official position regarding the application or interpretation of such laws, regulations or rulings, which change or amendment is announced or becomes effective on or after the date of this offering memorandum (or, in the case of a successor to the Company, the date of succession), we become or, based upon a written opinion of independent counsel of recognized standing selected by us, there is a substantial probability that we will become, obligated to pay additional amounts as described herein under the heading "—Payment of Additional Amounts Under the Euro Notes" with respect to the Euro notes, then we may at our option redeem, in whole, but not in part, the notes on not less than 15 nor more than 60 days prior notice, at a redemption price equal to 100% of their principal amount, together with interest accrued but unpaid on those Euro notes to the date fixed for redemption, provided such obligation cannot be avoided by our taking reasonable measures available to us.

Repurchase Upon Change of Control Triggering Event

        If a Change of Control Triggering Event (as defined below) occurs with respect to a particular series of notes, unless (i) in the case of the Dollar notes, we have unconditionally exercised our right to redeem such notes as described herein, or (ii) in the case of the Euro notes, we have exercised our

39

right to redeem the notes upon the occurrence of specified events involving taxation as described below under "—Redemption of the Euro Notes for Tax Reasons"), each holder of such notes will have the right to require us to repurchase all or any part (equal to, (a) in the case of the Dollar notes, $2,000 or an integral multiple of $1,000 in excess thereof or (b) in the case of the Euro notes, €100,000 or an integral multiple of €1,000 in excess thereof) of their notes pursuant to the offer described below (the "Change of Control Offer") on the terms set forth in the indentures. In the Change of Control Offer, we will offer payment in cash equal to 101% of the aggregate principal amount of the applicable series of notes repurchased, plus accrued and unpaid interest, if any, on the notes repurchased to, but excluding, the date of purchase (the "Change of Control Payment").

        Within 30 days following any Change of Control Triggering Event with respect to a particular series of notes, or, at our option, prior to the date of consummation of any Change of Control, but after public announcement of the pending Change of Control, we will (i) in the case of the 2019 notes or 2020 notes, mail (or otherwise transmitted in accordance with the applicable procedures of DTC) or (ii) in the case of the Euro notes, send a notice to holders of such series of notes, with a copy to the trustee (and the paying agent with respect to the Euro notes), describing the transaction or transactions that constitute the Change of Control and offering to repurchase such notes on the date specified in the notice, which date will be no earlier than 15 days and no later than 60 days from the date such notice is sent (the "Change of Control Payment Date"), pursuant to the procedures required by the indenture and described in such notice. The repurchase obligation with respect to any notice sent prior to the consummation of the Change of Control, shall be conditioned on the Change of Control Triggering Event occurring on or prior to the payment date specified in the notice.

        To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the indentures, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control provisions of the indentures by virtue of such conflicts.

        On the Change of Control Payment Date, we will, to the extent lawful:

•

accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;

•

deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered and not validly withdrawn; and

•

deliver or cause to be delivered to the trustee the notes properly accepted together with an officer's certificate stating the aggregate principal amount of notes being repurchased.

        The paying agent will promptly send to each holder of notes properly tendered and not validly withdrawn the purchase price for such notes, and the trustee will promptly authenticate and send (or mail in the case of the Euro notes) (or cause to be transferred by book-entry) to each holder a new note equal in principal amount to any unpurchased portion of any notes surrendered; provided that each new note will be, (a) in the case of the Dollar notes, in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof or (b) in the case of the Euro notes, in a principal amount of €100,000 or an integral multiple of €1,000 in excess thereof.

        We will not be required to make an offer to repurchase the notes upon a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by us and such third party purchases all notes properly tendered and not withdrawn under its offer.

40

        For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are applicable:

        "Below Investment Grade Rating Event" means the notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the earlier of (1) the occurrence of a Change of Control or (2) public notice of our intention to effect a Change of Control, in each case until the end of the 60-day period following the earlier of (1) the occurrence of a Change of Control or (2) public notice of our intention to effect a Change of Control; provided, however, that if during such 60-day period one or more Rating Agencies has publicly announced that it is considering a possible downgrade of the notes, then such 60-day period shall be extended for such time as the rating of the notes by any such Rating Agency remains under publicly announced consideration for possible downgrade. Notwithstanding the foregoing, a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing at our or its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the Below Investment Grade Rating Event).

        "beneficial owner" will be determined in accordance with Rule 13d-3 under the Securities Exchange Act, as in effect on the date of the indentures.

        "beneficially own" and "beneficially owned" have meanings correlative to that of beneficial owner.

        "Change of Control" means the occurrence of any of the following: (1) any "person" or "group" (other than the "permitted parties") is or becomes (by way of merger or consolidation or otherwise) the "beneficial owner," directly or indirectly, of shares of our Voting Stock representing 50% or more of the total voting power of all outstanding classes of our Voting Stock or has the power, directly or indirectly, to elect a majority of the members of our board of directors; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties and assets of us and our Subsidiaries, taken as a whole, to any "person" (as that term is used in Section 13(d)(3) of the Exchange Act) other than to (i) us or one of our Subsidiaries, or (ii) one or more permitted parties; or (3) the holders of our capital stock approve any plan or proposal for the liquidation or dissolution of the Company (whether or not otherwise in compliance with the indenture). Notwithstanding the foregoing, (a) a transaction will not be deemed to involve a Change of Control if (i) the Company becomes a direct or indirect wholly owned subsidiary of a holding company and (ii)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Company's voting stock immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the voting stock of such holding company, and (b) the right to acquire Voting Stock (so long as such person does not have the right to direct the voting of the Voting Stock subject to such right) or any veto power in connection with the acquisition or disposition of Voting Stock will not cause a party to be a "beneficial owner."

        "Change of Control Triggering Event" means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

        "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

41

        "Investment Grade Rating" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's and BBB– (or the equivalent) by S&P.

        "Moody's" means Moody's Investors Service, Inc., and its successors.

        "person" or "group" have the meanings given to them for purposes of Sections 13(d) and 14(d) of the Exchange Act as in effect on the issue date of the notes (but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, and any permitted party shall be excluded when determining the members of such "group"), and the term "group" includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act as in effect on the issue date of the notes.

        "permitted party" means (a) (i) the Adolph Coors, Jr. Trust, (ii) any trustee of such Trust acting in its capacity as such, (iii) any Person that is a beneficiary of such trust on the date hereof, (iv) any other trust or similar arrangement for the benefit of such beneficiaries, (v) the successors of any such Persons, (vi) any Persons Controlled by such Persons, (vii) Peter H. Coors and Marilyn E. Coors, their estates, their lineal descendants and any other trust for the benefit of such Persons and (viii) any Person who any of the foregoing have voting control over the Voting Stock of the Company held by such Person; and (b) (i) Pentland Securities (1981) Inc., a Canadian corporation, (ii) Lincolnshire Holdings Inc., (iii) Nooya Investments Inc., (iv) Eric Molson and Stephen Molson, their spouses, their estates, their lineal descendants and any trusts for the benefit of such Persons (including, as to any common stock of the Company held by it for the benefit of such Persons, the trust established under the Voting and Exchange Trust Agreement (as defined in the Combination Agreement dated as of July 21, 2004 between the Company and Molson), (v) the successors of any such Persons, (vi) any Persons Controlled by such Persons, and (vii) any Person who any of the foregoing have voting control over the Voting Stock of the Company held by such Person.

        "Rating Agencies" means (1) each of Moody's and S&P; and (2) if any of Moody's or S&P ceases to rate the notes or fails to make a rating of the notes publicly available for reasons outside of our control, a "nationally recognized statistical rating organization" within the meaning of Section 3(a)(62) of the Exchange Act, selected by us (as certified by a resolution of our board of directors) as a replacement agency for Moody's or S&P, or both, as the case may be.

        "S&P" means S&P Global Ratings, a division of S&P Global Inc., and its successors.

        The term "all or substantially all" as used in the definition of Change of Control will likely be interpreted under applicable state law and will be dependent upon particular facts and circumstances. There may be a degree of uncertainty in interpreting this phrase. As a result, we cannot assure you how a court would interpret this phrase under applicable law if you elect to exercise your rights following the occurrence of a transaction which you believe constitutes a transfer of "all or substantially all" of our assets.

        In calculating the amount of Voting Stock owned by a person or group the Voting Stock "beneficially owned" by any permitted party shall not be included.

Certain Restrictions

        The following restrictions will apply to the notes:

Restrictions on Secured Debt

        If the Company or any Restricted Subsidiary shall incur, issue, assume or enter into a guarantee (an "Incurrence") of any Debt, which Incurrence is secured by a mortgage, pledge or lien ("Mortgage," provided, however, that in no event shall an operating lease be deemed to constitute a Mortgage) on

42

any Principal Property of the Company or any Subsidiary, or on any Capital Stock of any Restricted Subsidiary, the Company will, or will cause such Subsidiary or Restricted Subsidiary to, secure the notes equally and ratably (for the avoidance of doubt on such Capital Stock on Principal Property) with (or, prior to) such secured Debt, for so long as such Debt is so secured, unless the aggregate amount of all such secured Debt (for the avoidance of doubt, to the extent such debt is secured by a Mortgage on any Principal Property), when taken together with all Attributable Debt with respect to sale and leaseback transactions involving Principal Properties of the Company or any 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, at the time of such incurrence or guarantee, exceed 15% of Consolidated Net Tangible Assets, as determined based on the most recent available consolidated balance sheet of the Company.

        The above restriction will not apply to Debt secured by:

        (1)   Mortgages existing on any property prior to the acquisition thereof by the Company or a Restricted Subsidiary or existing on any property of any corporation or other entity that becomes a Subsidiary after the date of the indentures 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 Company or a Restricted Subsidiary for that cost; provided, however, that such Mortgage shall not apply to any other property of the Company or a Restricted Subsidiary other than improvements and accessions to the property to which it originally applies;

        (2)   Mortgages to secure the cost of development or construction of such property, or improvements of such property; provided, however, that such Mortgages shall not apply to any other property of the Company or any Restricted Subsidiary;

        (3)   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;

        (4)   Mortgages securing indebtedness owing to the Company or a Guarantor;

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

        (6)   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 indentures;

        (7)   extensions, renewals or replacements of the Mortgages referred to in this paragraph (other than Mortgages described in clauses (2) and (4) above) so long as the principal amount of the secured Debt is not increased (except by an amount not to exceed the fees and expenses, including any premium and defeasance costs incurred with such extension, renewal or replacement) and the extension, renewal or replacement is limited to all or part of the same property secured (and for the avoidance of doubt could have been secured) by the Mortgage so extended, renewed or replaced; or

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

        For the avoidance of doubt, the accrual of interest, accretion or amortization of original issue discount or accreted value, the accretion of dividends, and the payment of interest on Debt in the form of additional Debt will not be deemed to be an incurrence, issuance, assumption or guarantee of Debt.

43

Restrictions on Sales and Leasebacks

        Neither the Company nor 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 thereof) would not, at the time such transaction is entered into, exceed 15% of Consolidated Net Tangible Assets, as determined based on the most recent available consolidated balance sheet of the Company.

        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 Company and the 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 Company or the 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.

SEC Reports

        The indentures provide that any documents or reports that we are required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act must be filed by us with the trustee within 15 days after the same are required to be filed with the SEC (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Documents filed by us with the SEC via the EDGAR system (or any successor thereto) will be deemed to be filed with the trustee as of the time such documents are filed via EDGAR.

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 of such liability 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 Company. The net amount of rent required to be paid under any such lease for any such period shall be the aggregate 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, units 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 Company, including its consolidated subsidiaries, after deducting current liabilities (except for those which are Funded Debt

44

or the current maturities of Funded Debt) and goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other intangible assets. Deferred income taxes, deferred investment tax credit or other similar items, as calculated in accordance with GAAP, will not be considered as a liability or as a deduction from or adjustment to total assets.

        "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.

        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 (i) 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 and (ii) otherwise the amount of such indebtedness will be the principal amount of such indebtedness.

        "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 such Person, or (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 as Funded Debt at the amount so capitalized).

        "GAAP" means generally accepted accounting principles in the United States which are in effect on the issue date of the notes. At any time after the issue date of the notes, the Company may elect to apply International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS") accounting principles in lieu of GAAP and, upon any such election, references herein to GAAP shall thereafter be construed to mean IFRS on the date of such election; provided that any such election, once made, shall be irrevocable; provided, further, that any calculation or determination in the indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to the Company's election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP.

        "Guarantors" means (a) Molson Coors International LP, Molson Canada 2005, Molson Coors International General, ULC, Molson Coors Callco ULC, Coors Brewing Company, Molson Coors Holdco Inc., CBC Holdco LLC, MC Holding Company LLC, CBC Holdco 2 LLC, Newco3, Inc., MillerCoors LLC, CBC Holdco 3, Inc., MillerCoors Holdings LLC, Jacob Leinenkugel Brewing Co., LLC and Coors International Holdco 2, ULC and (b) each of the Company's future Subsidiaries that guarantees the notes as required by the provisions described under "—Guarantees" above, until in each case, such entity is released as a Guarantor pursuant to the terms of the indenture.

        "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 Company or any Restricted Subsidiary which is located within the United States or Canada, other than any property which in the opinion of the Board of Directors of the Company is not of material importance to the total business conducted by the Company and the Restricted Subsidiaries as an entirety.

45

        "Restricted Subsidiary" means a Subsidiary of 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 or Canada, and (b) which owns a Principal Property.

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

        "Voting Stock" of any entity means the class or classes of Capital Stock then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote generally on matters to be decided by the stockholders (or other owners) of such entity (including the election of directors), which, for the avoidance of doubt, in the case of the Company as of the date hereof consists of the Class A common stock and the Special Class A voting stock, taken together.

Merger, Consolidation or Sale of Assets

        The indentures provide that (i) the Company shall not merge or sell, convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all of its assets, and (ii) a Guarantor shall not merge or sell, convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets, in each case to any Person (other than an existing Guarantor) unless (i), in the case of the Company only, the successor is organized under the laws of the United States, Canada, Switzerland, the United Kingdom, any member of the European Union, any member of the Organisation for Economic Co-operation and Development or the predecessor's jurisdiction of organization, or any state, province or division thereof, or the District of Columbia, (ii) such successor assumes the obligations of the Company or such Guarantor with respect to the notes or the related guarantee, as applicable, under the indenture (it being understood that any obligation to pay Additional Amounts under the Euro notes shall be determined mutatis mutandis, by treating any jurisdiction under the laws of which such successor is organized or resident for tax purposes and any political subdivision or taxing authority as therein having the power to tax, as a Relevant Jurisdiction), and (iii) after giving effect to such transaction, no default or event of default under the indenture will have occurred and be continuing. In each case the successor entity shall replace the predecessor and the predecessor shall be released from its obligations under the indenture.

Defeasance and Discharge

        The indentures provide that the Company may elect either (i) to defease and be discharged from any and all obligations with respect to any series of notes (except as otherwise provided in the indenture) ("defeasance") or (ii) to be released, and to have the Guarantors released, from any and all obligations with respect to certain covenants that are described in the indentures ("covenant defeasance"), upon the irrevocable deposit with the trustee, in trust for such purpose, of money and/or government obligations that through the payment of principal and interest in accordance with their terms will provide money in an amount sufficient, in the opinion of a certified public accounting firm, without reinvestment, to pay the principal of, premium, if any, and interest on such series of notes to maturity or redemption, as the case may be (provided that any excess moneys or government obligations and any moneys or government obligations remaining unclaimed after two years from the maturity date or redemption date, as applicable, with respect to such series of notes will be repaid to the Company). As a condition to defeasance or covenant defeasance, the Company must deliver to the trustee an opinion of counsel to the effect that the beneficial owners of the notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to United States federal income tax on the same amounts, in

46

the same manner and at the same times as would have been the case if such defeasance or covenant defeasance had not occurred. Such opinion of counsel, in the case of defeasance under clause (i) above, must refer to and be based upon a ruling of the Internal Revenue Service or a change in applicable United States federal income tax law occurring after the date of the indenture. The Company may exercise its defeasance option with respect to any series of notes notwithstanding the prior exercise of the covenant defeasance option with respect thereto. If the Company exercises the defeasance option with respect to any series of notes, payment of such series of the notes may not thereafter be accelerated because of an event of default.

        If the Company exercises the covenant defeasance option with respect to any series of notes, payment of such series of notes may not thereafter be accelerated by reference to any covenant from which the Company and the Guarantors were released as described under clause (ii) of the immediately preceding paragraph. However, if acceleration were to occur for other reasons, the realizable value at the acceleration date of the money and government obligations in the defeasance trust could be less than the principal and interest then due on the applicable series of notes, in that the required deposit in the defeasance trust is based upon scheduled cash flows rather than market value, which will vary depending upon interest rates and other factors.

        With respect to the Euro notes, "government obligations" means euro-denominated securities that are direct obligations (or certificates representing an ownership interest in such obligations) of a member state of the European Union as of the date of the indenture (including any agency or instrumentality thereof) for the payment of which the full faith and credit of such government is pledged; provided that such member state has a long-term government debt rating of "A1" or higher by Moody's or "A+" or higher by S&P or the equivalent rating category of another internationally recognized rating agency.

Events of Default

        Each of the following will constitute an event of default under the indenture with respect to each series of notes issued under the indenture:

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

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

        (3)   default in the performance of any other covenant with respect to any series of notes continuing for 90 days after notice as provided below;

        (4)   if payment of any Debt of the Company, the Guarantors or any of the Company's Significant Subsidiaries in a principal amount exceeding $200 million is accelerated as a result of the failure of the Company, any Guarantor or any of the Company'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 Company.

47

        If an event of default described in clause (1) through (4) above shall occur and be continuing with respect to any series of notes outstanding, then either the trustee or the holders of at least 25% in principal amount of the applicable series may declare the principal and premium, if any, of the notes 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 and premium, if any, of all of the series of notes and the accrued interest thereon, if any, shall be due and payable without any declaration or other act on the part of the trustee or any holders of any series of the notes. The indenture will provide that the trustee shall, within 90 days after the trustee receives written notice of the occurrence of a default, give the holders of each affected series of notes 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 notes, 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 such affected series and so advises the Company in writing. No default shall be known to the trustee until the trustee shall have received written notice thereof. At any time after such declaration of acceleration has been made, the holders of a majority in principal amount of such series of notes, by written notice to the Company and the trustee, may, in certain circumstances, rescind and annul such declaration with respect to such series of notes, provided that such rescission would not conflict with any judgment or decree, and if all existing events of default have been cured or waived except non-payment of the principal amount or premium, if any, or interest on the notes of such series that has become due solely because of acceleration.

        We will furnish to the trustee within 120 days after the end of the Company's fiscal year (and at least once in each 12 month period and at any other reasonable time upon the demand of the trustee) 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 any series of notes affected 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 series of notes, and to waive certain defaults with respect thereto. The indenture will provide 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 notes unless they first shall have offered to the trustee security or indemnity satisfactory to the trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request.

        Before any holder of any series of notes may institute action for any remedy, except payment on such holder's notes when due, the holders of not less than 25% in principal amount of the notes of such series outstanding must request the trustee to take action and certain other conditions must be met. Holders must also offer and give the trustee security or indemnity reasonably satisfactory to it against liabilities incurred by the trustee for taking such action.

Modification of the Indenture and Waiver

        The indentures provide that the Company, the Guarantors (except that with respect to clause (1), (4) and (10) below, the signatures of the other Guarantors shall not be required) and the trustee may enter into supplemental indentures without the consent of the holders of any series of notes to:

        (1)   add guarantors with respect to the applicable series of notes, including any Guarantors, or to secure the notes;

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

48

        (3)   add any additional events of default;

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

        (5)   add to or change or eliminate any provision of the indenture as shall be necessary or desirable in accordance with any amendments to the Trust Indenture Act;

        (6)   supplement any of the provisions of the indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of notes so long as any such action shall not adversely affect the interests of any holder of such series of notes or any other series of debt securities issued thereunder;

        (7)   prohibit the authentication and delivery of additional series of notes;

        (8)   provide for uncertificated notes in addition to or in place of certificated notes subject to applicable laws;

        (9)   establish the form or terms of other debt securities issued under the indenture and coupons of any series of such other debt securities pursuant to the indenture and to change the procedures for transferring and exchanging such other debt securities so long as such change does not adversely affect the holders of any outstanding debt securities, including the notes (except as required by applicable securities laws);

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

        (11) secure any series of debt securities, including the notes;

        (12) evidence the acceptance of appointment by a successor trustee and to add to or arrange any provisions of the indenture necessary for or to facilitate the administration of the trusts created under the indenture by more than one trustee;

        (13) comply with the merger and consolidation provisions pursuant to the indenture;

        (14) in the case of subordinated debt securities, make any change to the provisions of the indenture or any supplemental indenture relating to subordination that would limit or terminate the benefits available to any holder of Senior Debt under such provisions (but only if each such holder of Senior Debt under such provisions consents to such change);

        (15) evidence the release of any Guarantor pursuant to the terms of the indenture;

        (16) add to, change, or eliminate any of the provisions of the indenture with respect to one or more series of debt securities, so long as any such addition, change or elimination not otherwise permitted under the indenture shall: (i) neither apply to any debt security of any series including the notes, 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 debt security with respect to the benefit of such provision; or (ii) become effective only when there is no such prior security outstanding; or

        (17) conform the indenture and/or the notes to this "Description of Notes."

        The indentures also contain provisions permitting the Company, the Guarantors and the trustee, with the consent of the holders of not less than a majority in aggregate principal amount of each series of notes affected 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 such series of notes so affected. However, the Company may not, without the consent of each holder of notes of each series so affected:

        (1)   extend the final maturity of such series of notes;

49

        (2)   reduce the principal amount (or premium, if any) of such series of notes;

        (3)   reduce the rate or extend the time of payment of interest on such series of notes;

        (4)   reduce any amount payable on redemption of such series of notes or change the time (other than with respect to timing of notices of redemption) at which such series of notes may be redeemed in accordance with the indenture;

        (5)   impair the right of any holder of such series of notes to institute suit for the payment of such series of notes;

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

        (7)   make such series of notes payable in currency other than that stated in such series of notes;

        (8)   make any changes in the ranking or priority of such series of notes that would adversely affect the holders of such series of notes;

        (9)   make any change to the guarantees made by any Guarantors that would adversely affect the rights of holders of such series of notes; or

        (10) amend the above items or applicable sections of the indenture providing certain rights to the majority of holders of such series of notes.

        The holders of at least a majority in principal amount of each series affected thereby then outstanding, may (1) amend the definition of Change of Control and (2) waive compliance by the Company and the Guarantors with certain restrictive provisions of the indenture applicable to such series. The holders of not less than a majority in principal amount of each series affected thereby then outstanding may waive any past default under the indenture applicable to such series, except a default (a) in the payment of principal of (and premium, if any) or any interest on such series, (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 note of such series outstanding affected, or (c) arising from the failure to redeem or purchase notes of that series when required pursuant to the terms of the indenture.

Sinking Fund

        There is not a sinking fund for the notes.

Governing Law

        The indentures and the notes are governed by and construed in accordance with the laws of the State of New York.

Concerning the Trustee, Registrar and Transfer Agent

        For the Dollar notes, The Bank of New York Mellon Trust Company, N.A. is the trustee, registrar and transfer agent under the indenture.

        For the Euro notes, The Bank of New York Mellon Trust Company, N.A. is the trustee, registrar and transfer agent under the indenture. The Company may change the registrar or the transfer agent without prior notice to the holders, and the Company or any of its Subsidiaries may act as the paying agent, the registrar or the transfer agent.

        We have customary banking relationships with the trustee and its affiliates. In addition, the trustee may serve as trustee for other debt securities issued by the Company from time to time.

50

        Except during the continuance of an event of default, the trustee need perform only those duties that are specifically set forth in the indenture and no others, and no implied covenants or obligations will be read into the indenture against the trustee. In case an event of default has occurred and is continuing, the trustee shall exercise those rights and powers vested in it by the indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. No provision of the indenture will require the trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties thereunder, or in the exercise of its rights or powers, unless it receives indemnity satisfactory to it against any loss, liability or expense.

Paying Agent and Calculation Agent for Euro Notes

        The Bank of New York Mellon, London Branch is the initial paying agent and calculation agent for the Euro notes. The Company may change the paying agent or the calculation agent without prior notice to the holders, and the Company or any of its Subsidiaries may act as the paying agent or the calculation agent.

Listing

        The original Dollar notes are not listed on any exchange or market. We do not intend to apply for listing of the Dollar exchange notes on any exchange or market . The original Euro notes are listed on the Official List of the SGX-ST. However, we intend to delist the original Euro notes from the Official List of the SGX-ST upon the completion of this exchange offer. We also intend to list the Euro exchange notes on the NYSE upon the completion of this exchange offer. There can be no assurance that the Euro exchange notes will be accepted for listing on the NYSE.

Payments in Euro

        Holders will be required to pay for the Euro notes in Euro, and all payments of interest and principal, including payments made upon any redemption of the Euro notes, will be payable in Euro. If the Euro is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond our control or if the Euro is no longer being used by the then member states of the European Monetary Union that have adopted the Euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Euro notes will be made in U.S. dollars until the Euro is again available to us or so used. In such circumstances, the amount payable on any date in Euro will be converted into U.S. dollars on the basis of the most recently available market exchange rate for Euro. Any payment in respect of the Euro notes so made in U.S. dollars will not constitute an event of default under the Euro notes or the indenture governing the Euro notes. Neither the trustee nor the paying agent shall have any responsibility for any calculation or conversion in connection with the forgoing.

Judgment Currency

        The indenture governing the Euro notes provides that the Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the purpose of obtaining judgment in any court with respect to the Euro notes it is necessary to convert the sum due in respect of the principal, premium, if any, or interest, if any, payable with respect to such Euro notes into a currency in which a judgment can be rendered (the "Judgment Currency"), the rate of exchange from the currency in which payments under such Euro notes is payable (the "Required Currency") into the Judgment Currency will be the highest bid quotation (assuming European style quotation—i.e., Required Currency per Judgment Currency) received by the Company from three recognized foreign exchange dealers in the City of New York for the purchase of the aggregate amount of the judgment (as denominated in the Judgment Currency) on the business day preceding the date on which

51

a final unappealable judgment is rendered, for settlement on such payment date, and at which the applicable dealer timely commits to execute a contract, and (b) the Company's obligations under the indenture governing the Euro notes to make payments in the Required Currency (i) will not be discharged or satisfied by any tender, or by any recovery pursuant to any judgment (whether or not entered in accordance with the preceding clause (a)), in any currency other than the Required Currency, except to the extent that such tender or recovery will result in the actual receipt by the judgment creditor of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) will be enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt will fall short of the full amount of the Required Currency so expressed to be payable, and (iii) will not be affected by judgment being obtained for any other sum due under the indenture governing the Euro notes.

52

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

        The following summary describes the material United States federal income tax consequences relevant to the exchange of original notes for exchange notes pursuant to the exchange offer. The following discussion is based on the provisions of the United States Internal Revenue Code of 1986, as amended (the "Code"), and related United States Treasury regulations, administrative rulings and judicial decisions now in effect, changes to which subsequent to the date hereof may affect the tax consequences described below, possibly with retroactive effect.

We encourage holders to consult their own tax advisors regarding the United States federal tax consequences of the exchange offer and being a holder of the notes in light of their particular circumstances, as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

        An exchange of original notes for exchange notes pursuant to the exchange offer will not be a taxable event for United States federal income tax purposes. Instead, an exchange note a holder receives will be treated as a continuation of such holder's investment in the corresponding original note surrendered in the exchange. Consequently, holders will not recognize any taxable gain or loss as a result of exchanging original notes for exchange notes pursuant to the exchange offer. The holding period of the exchange notes will include the holding period of the original notes, and the tax basis in the exchange notes will be the same as the tax basis in the original notes immediately before the exchange. The United States federal income tax consequences of holding and disposing of an exchange note will be the same as the United States federal income tax consequences of holding and disposing of an original note.

53

PLAN OF DISTRIBUTION

        Based on interpretations of the staff of the SEC, as described in no-action letters issued to third parties that are not related to us, we believe that the exchange notes will be freely transferable by holders other than our affiliates after the exchange offer without further registration under the Securities Act if the holder of the exchange notes represents to us in the exchange offer that it is acquiring the exchange notes in the ordinary course of its business, that it has no arrangement or understanding with any person to participate in the distribution of the exchange notes and that it is not our affiliate, as such terms are interpreted by the SEC; provided, however, that broker-dealers receiving exchange notes in the exchange offer will have a prospectus delivery requirement with respect to resales of such exchange notes as further discussed below. We also believe that such broker-dealers may fulfill their prospectus delivery requirements with respect to exchange notes (other than a resale of an unsold allotment from the original sale of the notes) with this prospectus.

        We believe that you may not transfer exchange notes issued in the exchange offer without further compliance with such requirements or an exemption from such requirements if you are:

•

our affiliate within the meaning of Rule 405 under the Securities Act; or

•

a broker-dealer that acquired original notes as a result of market-making or other trading activities.

        The information described above concerning interpretations of and positions taken by the SEC staff is not intended to constitute legal advice. Broker-dealers should consult their own legal advisors with respect to these matters.

        If you wish to exchange your original notes for exchange notes in the exchange offer, you will be required to make representations to us as described in "The Exchange Offer" of this prospectus and in the letter of transmittal.

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange 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 exchange notes received in exchange for original notes where such original notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days following the effective date of the registration statement of which this prospectus forms a part, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. Further, for a period of 180 days following the effective date of the registration statement of which this prospectus forms a part, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. Until (and including)                 , 2017, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

        We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to 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 exchange 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 negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of exchange

54

notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. 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.

        We have agreed to pay expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

55

WHERE YOU CAN FIND MORE INFORMATION

        We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our filings with the SEC are available over the Internet at the SEC's web site at www.sec.gov. You may also read and copy any document we file with the SEC at their Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330 for more information. Our filings with the SEC are also available on our website at www.molsoncoors.com. The information on our website is not incorporated by reference in this prospectus and you should not consider it a part of this prospectus.

INCORPORATION BY REFERENCE

        The SEC allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information filed with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and all documents subsequently filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering under this prospectus and any prospectus supplement (other than information deemed furnished and not filed in accordance with SEC rules, including Items 2.02 and 7.01 of Form 8-K):

•

our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on February 14, 2017 (including portions of our Definitive Proxy Statement on Schedule 14A for the 2017 annual meeting of stockholders filed with the SEC on April 5, 2017 to the extent specifically incorporated by reference in such Annual Report on Form 10-K);

•

our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 (filed with the SEC on May 3, 2017), June 30, 2017 (filed with the SEC on August 2, 2017) and September 30, 2017 (filed with the SEC on November 1, 2017); and

•

Current Reports on Form 8-K filed with the SEC on March 8, 2017, March 15, 2017, May 18, 2017, July 13, 2017 and November 1, 2017.

        You may request a copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) at no cost, by writing to or telephoning us at the following address:

Molson Coors Brewing Company
1801 California Street, Suite 4600
Denver, Colorado 80202
Attention: Investor Relations
MCBCInvestorRelations@molsoncoors.com
(303) 927-2337

LEGAL MATTERS

        Certain legal matters regarding the validity of the exchange notes will be passed upon by Perkins Coie LLP, Denver, Colorado. Certain legal matters relating to Nova Scotia law will be passed upon by Cox & Palmer. Certain legal matters relating to Ontario law will be passed upon by McCarthy Tétrault LLP.

56

EXPERTS

        The consolidated financial statements and management's assessment of the effectiveness of internal control over financial reporting of Molson Coors Brewing Company (which is included in Management's Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K of Molson Coors Brewing Company for the year ended December 31, 2016, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

        The consolidated financial statements of MillerCoors LLC incorporated in this prospectus by reference to Molson Coors Brewing Company's Current Report on Form 8-K filed with the SEC on November 1, 2017 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

57

MOLSON COORS BREWING COMPANY

OFFER TO EXCHANGE

$500,000,000 aggregate principal amount of our 1.900% Senior Notes due
2019, the issuance of which has been registered under the Securities Act of
1933, as amended, for all of our outstanding 1.900% Senior Notes due 2019

$500,000,000 aggregate principal amount of our 2.250% Senior Notes due
2020, the issuance of which has been registered under the Securities Act of
1933, as amended, for all of our outstanding 2.250% Senior Notes due 2020

€500,000,000 aggregate principal amount of our Senior Floating Rate
Notes due 2019, the issuance of which has been registered under the
Securities Act of 1933, as amended, for all of our outstanding Senior
Floating Rate Notes due 2019

PROSPECTUS

                        , 2017

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers

Delaware Entities

Molson Coors Brewing Company and Molson Coors Holdco Inc.

        Section 145 of the Delaware General Corporation Law (the "DGCL") 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) that such officer or director actually and reasonably incurred in connection therewith. The rights provided in Section 145 of the DGCL are not exclusive, and the corporation may also provide for indemnification under bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

        Our Restated Certificate of Incorporation, as amended, and our Third Amended and Restated Bylaws provide for indemnification of our current and former directors and officers to the fullest extent permitted by the DGCL. In the case of a proceeding commenced by a current or former director or officer, indemnification is only required if the commencement of such proceeding was authorized by our bylaws, in any written agreement with us, or by the Board of Directors.

        The certificate of incorporation of Molson Coors Holdco Inc. provides for indemnification of its directors, officers, shareholders, agents and employees to the fullest extent permitted by the DGCL.

        We maintain directors' and officers' liability insurance policies. We have also entered into agreements to indemnify our directors and certain of our officers to the maximum extent allowed under the DGCL. These agreements, among other things, indemnify our directors for certain expenses (including attorneys' fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of Molson Coors or that person's status as a member of our Board of Directors.

Molson Coors International LP

        Section 17-108 of the Delaware Revised Uniform Limited Partnership Act (the "DRULPA") empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever. The Second Amended and Restated

II-1

Agreement of Limited Partnership of Molson Coors International LP provides that the general partner and its officers, directors, shareholders, agents and employees shall be indemnified and held harmless by the partnership to the fullest extent permitted by applicable law from and against any and all losses arising from any claims, demands, liabilities, costs, damages, and causes of action in connection with or resulting from any acts or omissions by such indemnitee undertaken on behalf of the partnership, including any demands, claims or lawsuits initiated by a partner, unless such acts or omissions are found by a court of competent jurisdiction upon entry of a final judgment to be in bad faith, or to constitute fraud, gross recklessness, willful misconduct or a knowing violation of law. The Second Amended and Restated Agreement of Limited Partnership also provides that the general partner shall not be liable to the partnership or its partners for any action it takes or omits to take as general partner, if performed in compliance with the agreement, and shall not have any liability for monetary damages to the partnership or its partners for breach of its fiduciary duty as general partner, except in the case of a breach of the general partner's duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction from which the general partner directly or indirectly derives an improper personal benefit.

        Molson Coors International LP's Second Amended and Restated Agreement of Limited Partnership provides for indemnification of its General Partner, directors, officers, shareholders, agents and employees to the fullest extent permitted by the DRUPLA.

MillerCoors LLC

        Delaware limited liability companies are permitted by Section 18-108 of the Delaware Limited Liability Company Act, subject to the procedures and limitations stated therein, to indemnify any person against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding in which such person is made a party by reason of his being or having been a director, officer, employee or agent of the respective limited liability company. The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any agreement, vote of members or disinterested directors or otherwise.

        MillerCoors LLC's Second Amended and Restated Operating Agreement provides that it shall indemnify the member, each director, manager, officer, employee, shareholder, controlling person, agent and representative of MillerCoors LLC or the member with respect to claims arising out of or incidental to the business or activities related to MillerCoors LLC, if such indemnitee determined in good faith that such conduct was in the best interest of MillerCoors LLC and such indemnitee's conduct did not constitute fraud, gross negligence or willful misconduct and was within the scope of the indemnitee's authority.

        MillerCoors LLC may purchase and maintain insurance on behalf of any director or officer against any liability asserted against such person, whether or not MillerCoors LLC would have the power to indemnify such person against such liability under the respective provisions of the limited liability company agreement or otherwise.

Nova Scotia Entities

Coors International Holdco 2, ULC, Molson Coors Callco ULC and Molson Coors International General, ULC

        The Companies Act (Nova Scotia) does not restrict a company from indemnifying directors and provides that if in any proceeding against a director of a company for negligence or breach of trust it appears to the court hearing the case that the director is or may be liable in respect of the negligence or breach of trust, but has acted honestly and reasonably and ought fairly to be excused for the

II-2

negligence or breach of trust, the court may relieve the director, either wholly or partly, from the director's liability on such terms as the court may think proper.

        The Articles of Association of each of the Nova Scotia entities provide for the indemnity of every director or officer, former director or officer, or person who acts or acted at the company's request as a director or officer of the company, a body corporate, partnership or other association of which the company is or was a shareholder, partner, member or creditor, and for the heirs and legal representatives of such person, in the absence of any dishonesty on the part of such person, against all costs, losses and expenses, including amounts 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 any civil, 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 the company or such body corporate, partnership or other association, whether the company is a claimant or party to such action or proceeding or otherwise ("indemnity costs"). The Articles of Association further provide that it shall be the duty of the directors to pay all indemnity costs out of the funds of the company. The amount for which such indemnity is proved shall immediately attach as a lien on the property of the company and have priority as against the shareholders over all other claims.

        The Articles of Association also provide that no director or officer, former director or officer, or person who acts or acted at the company's request as a director or officer of the company, a body corporate, partnership or other association of which the company 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 the company through the insufficiency or deficiency of title to any property acquired for or on behalf of the company, or through the insufficiency or deficiency of any security in or upon which any of the funds of the company 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 that happens in the execution of the duties of such person or in relation thereto.

Ontario Entity

Molson Canada 2005

        Molson Canada 2005 is a general partnership, and, as such, its Reamended and Restated Partnership Agreement provides for mutual indemnification whereby each partner indemnifies the partnership and the other partners from all actions, proceedings, costs, claims and demands of every nature or kind arising out of, or in connection with, its separate debts, liabilities, obligations, duties and agreements. The Reamended and Restated Partnership Agreement also provides for the indemnification of the officers and members of the management committee of the partnership against all costs, charges and expenses incurred by them in respect of actions or proceedings, unless such person acted fraudulently or with gross negligence in the carrying out of his or her duties and obligations.

Colorado Entities

Coors Brewing Company, Newco3, Inc. and CBC Holdco 3, Inc.

        The Colorado Business Corporations Act (the "CBCA"), as set forth in Title 7, Articles 101 to 117 of the Colorado Revised Statutes, governs a Colorado corporation's obligations to indemnify its officers and directors. The CBCA specifies the circumstances under which a corporation may indemnify its directors, officers, employees and agents. As to directors, the CBCA generally requires that a director provide a statement that he or she has met a certain standard of conduct. The CBCA standard requires

II-3

that a director must have acted in good faith, and for acts done in a director's official capacity, must have reasonably believed that he or she acted in the best interests of the corporation. In all other instances, the director must have acted in good faith and must have reasonably believed that he or she acted in a manner that was not opposed to the best interests of the corporation. In criminal proceedings, the director must not have had a reason to believe that his or her conduct was unlawful. In a proceeding brought by or in the right of the corporation, or that alleges that a director improperly received a personal benefit, the director cannot be indemnified if he or she is adjudged liable, unless a court orders the corporation to pay reasonable expenses. On the other hand, the corporation must pay reasonable expenses that a director or officer incurred in a proceeding when any director or officer is wholly successful on the merits or otherwise in defending any civil or criminal proceeding. The CBCA permits the corporation to indemnify officers and employees to a greater extent than it may indemnify directors if such indemnification would not violate public policy.

        The CBCA also provides that a corporation may in its Articles of Incorporation eliminate or limit the personal liability of a director to the corporation or to its shareholders for monetary damages for breach of fiduciary duty as a director, except for monetary damages for any breach of the director's duty of loyalty to the corporation or its shareholders, acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law, certain acts regarding approval of unlawful distributions, or any transaction from which the director directly or indirectly derived an improper personal benefit.

        The Amended and Restated Bylaws of Coors Brewing Company provide generally for indemnification of the company's officers and directors in the discretion of the board of directors to the fullest extent permitted by applicable law, except with respect to any personal benefit improperly received by such director or officer or, in the case of officers, with respect to matters in which the officer shall be adjudged to be liable for his or her own gross negligence or willful misconduct in the performance of any duty.

        The Articles of Incorporation of Newco3, Inc. and CBC Holdco 3, Inc., as amended, provide that current and former directors, officers, agents, fiduciaries and employees shall be indemnified to the fullest extent allowed by applicable law against any claim, liability or expense arising against or incurred by such person made party to a proceeding because such person is or was a director, officer, agent, fiduciary or employee of the corporation or because such person is or was serving another entity or employee benefit plan as a director, officer, partner, trustee, employee, fiduciary or agent at the corporation's request. Each corporation has the authority, to the maximum extent permitted by law, to purchase and maintain insurance providing for such indemnification.

CBC Holdco LLC, CBC Holdco 2 LLC, MC Holding Company LLC and MillerCoors Holdings LLC

        Section 7-80-410 of the Colorado Limited Liability Company Act (the "CLLCA") permits indemnification of a member or manager in respect of payments made and personal liabilities reasonably incurred by that member or manager in the ordinary and proper conduct of the company's business or for the preservation of the company's business or property. The statute permits a limited liability company to indemnify and advance litigation expenses to employees and agents who are not managers to a greater extent than managers if consistent with law and provided for by the articles of organization, the operating agreement, or a contract between the corporation and the employee or agent.

        The operating agreements of each of the Colorado limited liability companies provides for indemnification of its current and former members to the fullest extent permitted by the CLLCA. However, in each case, any advancement of expenses incurred by an indemnitee shall be made only upon delivery to the company of an undertaking, by the indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right of

II-4

appeal that such indemnitee is not entitled to be indemnified for such expenses; provided further, that the company shall only indemnify its members in connection with proceedings initiated by such indemnitee where such proceeding was authorized by the company's managing member. The operating agreements of each of the Colorado limited liability companies provides that its members, officers and employee of the company shall not have any fiduciary duty to the respective company or its members.

Wisconsin Entity

Jacob Leinenkugel Brewing Co., LLC

        Section 183.0403 of the Wisconsin Limited Liability Company Act (the "WLLCA"), a limited liability company shall indemnify or allow reasonable expenses to and pay liabilities of each member and, if management of the limited liability company is vested in one or more managers, of each manager, incurred with respect to a proceeding if that member or manager was a party to the proceeding in the capacity of a member or manager. An operating agreement may alter or provide additional rights to indemnification of liabilities or allowance of expenses to members and managers. Under Section 183.0403(4) of the WLLCA, a limited liability company may not indemnify a member or manager for liabilities or permit a member or manager to retain any allowance for expenses unless it is determined by or on behalf of the limited liability company that the liabilities or expenses did not result from the member's or manager's breach or failure to perform a duty to the limited liability company as provided in Section 183.0402 of the WLLCA which provides that unless otherwise set forth in the operating agreement of the limited liability company, no member or manager shall act or fail to act in a manner that constitutes any of the following: (a) a willful failure to deal fairly with the limited liability company or its members in connection with a matter in which the member or manager has a material conflict of interest; (b) a violation of criminal law, unless the member or manager had reasonable cause to believe that the person's conduct was lawful or no reasonable cause to believe that the conduct was unlawful; (c) a transaction from which the member or manager derived an improper personal profit; or (d) willful misconduct. Unless otherwise provided in the operating agreement, all of the following apply: (y) A member or manager who is a party to a proceeding because the person is a member or manager shall be conclusively presumed not to have breached or failed to perform a duty to the limited liability company to the extent that the member or manager has been successful on the merits or otherwise in the defense of the proceeding; and (z) In situations not described in the preceding subparagraph (y), the determination of whether a member or manager, who is a party to a proceeding because the person is a member or manager, has breached or failed to perform a duty to the limited liability company, or whether the liability or expenses resulted from the breach or failure, shall be made by the vote of the members, except that the vote of any member who is a party to the same or a related proceeding shall be excluded unless all members are parties.

        The Amended and Restated Limited Liability Company Operating Agreement of Jacob Leinenkugel Brewing Co., LLC requires the company to indemnify a member to the fullest extent permitted by law, when said member is made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the member is or was a manager, officer, employee, appointee or designee of the company, provided that no indemnification or reimbursement shall be made to or on behalf of the member to the extent that a final judgment or other final adjudication binding upon the member establishes that its acts or omissions resulted from its bad faith, fraud or criminal act. Expenses, including attorneys' fees, incurred by the member in defending any such action, suit or proceeding shall be paid or reimbursed by the company promptly upon receipt by it of an undertaking of the member to repay such expenses if it shall ultimately be determined that the member is not entitled to be indemnified by the company. In case any such action, suit or proceeding shall be brought against the member, the member shall notify the company of the commencement thereof, and the company shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof. The indemnification and

II-5

reimbursement of expenses provided in the company's limited liability company agreement is not exclusive of any other rights to which those seeking indemnification or reimbursement of expenses may be entitled under any other instrument or by reason of any other action or otherwise. However, the indemnification and reimbursement of expenses so provided shall be available only to the extent that indemnification or reimbursement is unavailable to the member under any applicable policy of insurance or otherwise.

Item 21.    Exhibits and Financial Statement Schedules

(a)Exhibits

        See the exhibits listed under the Exhibit Index below.

Item 21.    Undertakings

        The undersigned registrants hereby undertake:

        (1)   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 volume of securities 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 a 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.

        (2)   That, for the purpose of determining any liability under the Securities Act of 1933, 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 this initial bona fide offering thereof.

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

        (4)   That, for purposes of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

II-6

        (5)   That, for the purpose of determining liability of the registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or its securities provided by or on behalf of the undersigned registrants; and

        (iv)  Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

        (6)   That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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.

        (7)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants 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 registrants 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 of 1933 and will be governed by the final adjudication of such issue.

        (8)   To respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 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 effective date of the registration statement through the date of responding to the request.

        (9)   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.

II-7

EXHIBIT INDEX

Exhibit No.			Document
	3.1		Restated Certificate of Incorporation of Molson Coors Brewing Company (incorporated by reference to Annex G of our Definitive Proxy Statement on Schedule 14A, filed on December 9, 2004).
	3.2		Amendment No.1 to Restated Certificate of Incorporation of Molson Coors Brewing Company (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarter ended June 29, 2013, filed on August 6, 2013).
	3.3		Third Amended and Restated Bylaws of Molson Coors Brewing Company (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarter ended June 28, 2009, filed on August 4, 2009).
	3.4	†	Certificate of Limited Partnership of Molson Coors International LP, as amended.
	3.5	†	Second Amended and Restated Agreement of Limited Partnership of Molson Coors International LP.
	3.6	†	Certificate of Incorporation of Molson Coors Holdco Inc.
	3.7	†	Amended and Restated Bylaws of Molson Coors Holdco Inc.
	3.8	†	Certificate of Formation of MillerCoors LLC.
	3.9	†	Second Amended and Restated Operating Agreement of MillerCoors LLC.
	3.10	†	Articles of Incorporation of Coors Brewing Company.
	3.11	†	Amended and Restated Bylaws of Coors Brewing Company.
	3.12	†	Articles of Incorporation of Newco3, Inc., as amended.
	3.13	†	Amended and Restated Bylaws of Newco3, Inc.
	3.14	†	Articles of Organization of CBC Holdco LLC.
	3.15	†	Amended and Restated Limited Liability Company Operating Agreement of CBC Holdco LLC.
	3.16	†	Articles of Organization of CBC Holdco 2 LLC.
	3.17	†	Amended and Restated Limited Liability Company Operating Agreement of CBC Holdco 2 LLC.
	3.18	†	Articles of Incorporation of CBC Holdco 3, Inc.
	3.19	†	Bylaws of CBC Holdco 3, Inc.
	3.20	†	Articles of Organization of MC Holding Company LLC, as amended.
	3.21	†	Second Amended and Restated Operating Agreement of MC Holding Company LLC.
	3.22	†	Articles of Organization of MillerCoors Holdings LLC.
	3.23	†	Operating Agreement of MillerCoors Holdings LLC.
	3.24	†	Articles of Organization of Jacob Leinenkugel Brewing Co., LLC.
	3.25	†	Amended and Restated Operating Agreement of Jacob Leinenkugel Brewing Co., LLC.
	3.26	†	Certified Registration of Molson Canada 2005 under the Business Names Act (Ontario).
	3.27	†	Reamended and Restated Partnership Agreement of Molson Canada 2005.

II-8

Exhibit No.			Document
	3.28	†	Certificate of Amalgamation of Molson Coors International General, ULC.
	3.29	†	Memorandum of Association and Articles of Association of Molson Coors International General, ULC.
	3.30	†	Certificate of Incorporation of Molson Coors Callco ULC.
	3.31	†	Memorandum of Association and Articles of Association of Molson Coors Callco ULC, as amended.
	3.32	†	Certificate of Incorporation of Coors International Holdco 2, ULC.
	3.33	†	Memorandum of Association and Articles of Association of Coors International Holdco 2, ULC.
	4.1		Indenture, dated as of March 15, 2017, among Molson Coors Brewing Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed March 15, 2017).
	4.2		Indenture, dated as of March 15, 2017, among Molson Coors Brewing Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.4 of our Current Report on Form 8-K, filed March 15, 2017).
	4.3		Form of 1.900% Senior Notes due 2019 (included in Exhibit 4.1).
	4.4		Form of 2.250% Senior Notes due 2020 (included in Exhibit 4.1).
	4.5		Form of Senior Floating Rate Note due 2019 (included in Exhibit 4.2).
	4.6		Registration Rights Agreement, dated as of March 15, 2017, among Molson Coors Brewing Company, the guarantors party thereto and the initial purchasers named therein (incorporated by reference to Exhibit 4.6 of our Current Report on Form 8-K, filed March 15, 2017).
	5.1	†	Opinion of Perkins Coie LLP.
	5.2	†	Opinion of McCarthy Tétrault LLP.
	5.3	†	Opinion of Cox & Palmer.
	12.1	†	Calculation of Ratio of Earnings to Fixed Charges.
	23.1	†	Consent of PricewaterhouseCoopers LLP with respect to Molson Coors Brewing Company.
	23.2	†	Consent of PricewaterhouseCoopers LLP with respect to MillerCoors LLC.
	23.3	†	Consent of Perkins Coie LLP (included in Exhibit 5.1).
	23.4	†	Consent of McCarthy Tétrault LLP (included in Exhibit 5.2).
	23.5	†	Consent of Cox & Palmer (included in Exhibit 5.3).
	24.1	†	Power of Attorney.
	24.2	†	Power of Attorney (included on the signature pages hereof).
	25.1	†	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. under the Indenture filed as Exhibit 4.1 hereto.

II-9

Exhibit No.			Document
	25.2	†	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. under the Indenture filed as Exhibit 4.2 hereto.
	99.1	†	Form of Letter of Transmittal.

†

Filed herewith.

II-10

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant 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 November 1, 2017.

MOLSON COORS BREWING COMPANY
By:	/s/ TRACEY I. JOUBERT
	Name:	Tracey I. Joubert
	Title:	Chief Financial Officer

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark R. Hunter	President and Chief Executive Officer, and Director (Principal Executive Officer)	November 1, 2017
/s/ TRACEY I. JOUBERT Tracey I. Joubert	Chief Financial Officer (Principal Financial Officer)	November 1, 2017
* Brian C. Tabolt	Global Controller (Chief Accounting Officer)	November 1, 2017
* Peter H. Coors	Chairman	November 1, 2017
* Geoffrey E. Molson	Vice Chairman	November 1, 2017
* Peter J. Coors	Director	November 1, 2017
* Becky K. DaVita	Director	November 1, 2017
* Roger G. Eaton	Director	November 1, 2017

Signature			Title	Date
* Mary Lynn Ferguson-McHugh			Director	November 1, 2017
* Charles M. Herington			Director	November 1, 2017
* Franklin W. Hobbs			Director	November 1, 2017
* Andrew T. Molson			Director	November 1, 2017
* Iain J.G. Napier			Director	November 1, 2017
* H. Sanford Riley			Director	November 1, 2017
* Douglas D. Tough			Director	November 1, 2017
* Louis Vachon			Director	November 1, 2017
*By:	/s/ E. LEE REICHERT
	Name:	E. Lee Reichert
	Title:	Attorney-in-Fact
	Date:	November 1, 2017

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant 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 November 1, 2017.

MOLSON COORS INTERNATIONAL LP
By: Molson Coors International General, ULC, its General Partner
By:	/s/ FREDERIC LANDTMETERS
	Name:	Frederic Landtmeters
	Title:	President, Chief Executive Officer and Director

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Tracey I. Joubert, Samuel D. Walker and E. Lee Reichert, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to execute any and all amendments to this Registration Statement (including any post-effective amendments, and any new registration statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) of the Securities Act), and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto such attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MARK R. HUNTER Mark R. Hunter	President and Chief Executive Officer (Principal Executive Officer)	November 1, 2017
/s/ TRACEY I. JOUBERT Tracey I. Joubert	Chief Financial Officer (Principal Financial and Accounting Officer)	November 1, 2017
/s/ FREDERIC LANDTMETERS Frederic Landtmeters	Director—Molson Coors International General, ULC	November 1, 2017
/s/ JAN FARYASZEWSKI Jan Faryaszewski	Director—Molson Coors International General, ULC	November 1, 2017
/s/ KELLY L. BROWN Kelly L. Brown	Director—Molson Coors International General, ULC	November 1, 2017

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant 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 November 1, 2017.

MOLSON COORS HOLDCO INC.
By:	/s/ TRACEY I. JOUBERT
	Name:	Tracey I. Joubert
	Title:	Chief Financial Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Tracey I. Joubert, Samuel D. Walker and E. Lee Reichert, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to execute any and all amendments to this Registration Statement (including any post-effective amendments, and any new registration statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) of the Securities Act), and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto such attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MARK R. HUNTER Mark R. Hunter	President, Chief Executive Officer and Director (Principal Executive Officer)	November 1, 2017
/s/ TRACEY I. JOUBERT Tracey I. Joubert	Chief Financial Officer and Director (Principal Financial and Accounting Officer)	November 1, 2017
/s/ SAMUEL D. WALKER Samuel D. Walker	Chief Legal Officer and Director	November 1, 2017

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant 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 November 1, 2017.

COORS BREWING COMPANY
By:	/s/ WESSEL BOOYSEN
	Name:	Wessel Booysen
	Title:	Chief Financial Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Tracey I. Joubert, Samuel D. Walker and E. Lee Reichert, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to execute any and all amendments to this Registration Statement (including any post-effective amendments, and any new registration statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) of the Securities Act), and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto such attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ STEWART GLENDINNING Stewart Glendinning	President and Chief Executive Officer (Principal Executive Officer)	November 1, 2017
/s/ WESSEL BOOYSEN Wessel Booysen	Chief Financial Officer (Principal Financial and Accounting Officer)	November 1, 2017
/s/ SAMUEL D. WALKER Samuel D. Walker	Chief Legal Officer and Director	November 1, 2017
/s/ PETER H. COORS Peter H. Coors	Director	November 1, 2017
/s/ MARK R. HUNTER Mark R. Hunter	Director	November 1, 2017
/s/ TRACEY I. JOUBERT Tracey I. Joubert	Director	November 1, 2017

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant 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 November 1, 2017.

CBC HOLDCO LLC
By:	CBC Holdco 2 LLC, its Sole Member
By:	/s/ TRACEY I. JOUBERT
	Name:	Tracey I. Joubert
	Title:	Chief Financial Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Tracey I. Joubert, Samuel D. Walker and E. Lee Reichert, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to execute any and all amendments to this Registration Statement (including any post-effective amendments, and any new registration statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) of the Securities Act), and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto such attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MARK R. HUNTER Mark R. Hunter	President and Chief Executive Officer (Principal Executive Officer)	November 1, 2017
/s/ TRACEY I. JOUBERT Tracey I. Joubert	Chief Financial Officer (Principal Financial and Accounting Officer)	November 1, 2017

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant 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 November 1, 2017.

CBC HOLDCO 2 LLC
By:	Coors Brewing Company, its Sole Member
By:	/s/ WESSEL BOOYSEN
	Name:	Wessel Booysen
	Title:	Chief Financial Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Tracey I. Joubert, Samuel D. Walker and E. Lee Reichert, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to execute any and all amendments to this Registration Statement (including any post-effective amendments, and any new registration statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) of the Securities Act), and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto such attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MARK R. HUNTER Mark R. Hunter	President and Chief Executive Officer (Principal Executive Officer)	November 1, 2017
/s/ TRACEY I. JOUBERT Tracey I. Joubert	Chief Financial Officer (Principal Financial and Accounting Officer)	November 1, 2017

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant 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 November 1, 2017.

MC HOLDING COMPANY LLC
By:	/s/ TRACEY I. JOUBERT
	Name:	Tracey I. Joubert
	Title:	Chief Financial Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Tracey I. Joubert, Samuel D. Walker and E. Lee Reichert, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to execute any and all amendments to this Registration Statement (including any post-effective amendments, and any new registration statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) of the Securities Act), and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto such attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MARK R. HUNTER Mark R. Hunter	President, Chief Executive Officer and Manager (Principal Executive Officer)	November 1, 2017
/s/ TRACEY I. JOUBERT Tracey I. Joubert	Chief Financial Officer and Manager (Principal Financial and Accounting Officer)	November 1, 2017
/s/ SAMUEL D. WALKER Samuel D. Walker	Chief Legal Officer and Manager	November 1, 2017

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant 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 November 1, 2017.

NEWCO3, INC.
By:	/s/ TRACEY I. JOUBERT
	Name:	Tracey I. Joubert
	Title:	Chief Financial Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Tracey I. Joubert, Samuel D. Walker and E. Lee Reichert, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to execute any and all amendments to this Registration Statement (including any post-effective amendments, and any new registration statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) of the Securities Act), and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto such attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MARK R. HUNTER Mark R. Hunter	President, Chief Executive Officer and Director (Principal Executive Officer)	November 1, 2017
/s/ TRACEY I. JOUBERT Tracey I. Joubert	Chief Financial Officer and Director (Principal Financial and Accounting Officer)	November 1, 2017
/s/ SAMUEL D. WALKER Samuel D. Walker	Chief Legal Officer and Director	November 1, 2017

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant 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 November 1, 2017.

MOLSON COORS INTERNATIONAL GENERAL, ULC
By:	/s/ FREDERIC LANDTMETERS
	Name:	Frederic Landtmeters
	Title:	President, Chief Executive Officer and Director

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Tracey I. Joubert, Samuel D. Walker and E. Lee Reichert, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to execute any and all amendments to this Registration Statement (including any post-effective amendments, and any new registration statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) of the Securities Act), and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto such attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ FREDERIC LANDTMETERS Frederic Landtmeters	President, Chief Executive Officer and Director (Principal Executive Officer)	November 1, 2017
/s/ JAN FARYASZEWSKI Jan Faryaszewski	Chief Financial Officer and Director (Principal Financial and Accounting Officer)	November 1, 2017
/s/ KELLY L. BROWN Kelly L. Brown	Director	November 1, 2017

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant 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 November 1, 2017.

MOLSON COORS CALLCO ULC
By:	/s/ FREDERIC LANDTMETERS
	Name:	Frederic Landtmeters
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Tracey I. Joubert, Samuel D. Walker and E. Lee Reichert, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to execute any and all amendments to this Registration Statement (including any post-effective amendments, and any new registration statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) of the Securities Act), and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto such attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ FREDERIC LANDTMETERS Frederic Landtmeters	President and Chief Executive Officer (Principal Executive Officer)	November 1, 2017
/s/ JAN FARYASZEWSKI Jan Faryaszewski	Chief Financial Officer (Principal Financial and Accounting Officer)	November 1, 2017
/s/ MARK R. HUNTER Mark R. Hunter	Director	November 1, 2017
/s/ TRACEY I. JOUBERT Tracey I. Joubert	Director	November 1, 2017
/s/ SAMUEL D. WALKER Samuel D. Walker	Director	November 1, 2017

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant 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 November 1, 2017.

MOLSON CANADA 2005
By:	/s/ FREDERIC LANDTMETERS
	Name:	Frederic Landtmeters
	Title:	President, Chief Executive Officer and Director

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Tracey I. Joubert, Samuel D. Walker and E. Lee Reichert, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to execute any and all amendments to this Registration Statement (including any post-effective amendments, and any new registration statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) of the Securities Act), and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto such attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ FREDERIC LANDTMETERS Frederic Landtmeters	President, Chief Executive Officer and Director (Principal Executive Officer)	November 1, 2017
/s/ JAN FARYASZEWSKI Jan Faryaszewski	Chief Financial Officer and Director (Principal Financial and Accounting Officer)	November 1, 2017
/s/ KELLY L. BROWN Kelly L. Brown	Director	November 1, 2017

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant 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 November 1, 2017.

MILLERCOORS LLC
By:	/s/ GREGORY TIERNEY
	Name:	Gregory Tierney
	Title:	Chief Financial Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Tracey I. Joubert, Samuel D. Walker and E. Lee Reichert, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to execute any and all amendments to this Registration Statement (including any post-effective amendments, and any new registration statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) of the Securities Act), and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto such attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ GAVIN D.K. HATTERSLEY Gavin D.K. Hattersley	President and Chief Executive Officer (Principal Executive Officer)	November 1, 2017
/s/ GREGORY TIERNEY Gregory Tierney	Chief Financial Officer (Principal Financial and Accounting Officer)	November 1, 2017
/s/ MARK R. HUNTER Mark R. Hunter	Manager	November 1, 2017
/s/ TRACEY I. JOUBERT Tracey I. Joubert	Manager	November 1, 2017
/s/ SAMUEL D. WALKER Samuel D. Walker	Assistant Secretary and Manager	November 1, 2017

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant 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 November 1, 2017.

CBC HOLDCO 3, INC.
By:	/s/ TRACEY I. JOUBERT
	Name:	Tracey I. Joubert
	Title:	Chief Financial Officer and Director

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Tracey I. Joubert, Samuel D. Walker and E. Lee Reichert, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to execute any and all amendments to this Registration Statement (including any post-effective amendments, and any new registration statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) of the Securities Act), and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto such attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MARK R. HUNTER Mark R. Hunter	President, Chief Executive Officer and Director (Principal Executive Officer)	November 1, 2017
/s/ TRACEY I. JOUBERT Tracey I. Joubert	Chief Financial Officer and Director (Principal Financial and Accounting Officer)	November 1, 2017
/s/ SAMUEL D. WALKER Samuel D. Walker	Chief Legal Officer and Director	November 1, 2017

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant 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 November 1, 2017.

MILLERCOORS HOLDINGS LLC
By:	/s/ TRACEY I. JOUBERT
	Name:	Tracey I. Joubert
	Title:	Chief Financial Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Tracey I. Joubert, Samuel D. Walker and E. Lee Reichert, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to execute any and all amendments to this Registration Statement (including any post-effective amendments, and any new registration statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) of the Securities Act), and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto such attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MARK R. HUNTER Mark R. Hunter	President, Chief Executive Officer and Manager (Principal Executive Officer)	November 1, 2017
/s/ TRACEY I. JOUBERT Tracey I. Joubert	Chief Financial Officer and Manager (Principal Financial and Accounting Officer)	November 1, 2017
/s/ SAMUEL D. WALKER Samuel D. Walker	Chief Legal Officer and Manager	November 1, 2017

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant 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 November 1, 2017.

JACOB LEINENKUGEL BREWING CO., LLC
By:	MillerCoors LLC, its Sole Member
By:	/s/ GREGORY TIERNEY
	Name:	Gregory Tierney
	Title:	Chief Financial Officer

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Tracey I. Joubert, Samuel D. Walker and E. Lee Reichert, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to execute any and all amendments to this Registration Statement (including any post-effective amendments, and any new registration statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) of the Securities Act), and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto such attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ RICHARD J. LEINENKUGEL Richard J. Leinenkugel	President (Principal Executive Officer)	November 1, 2017
/s/ GREGORY TIERNEY Gregory Tierney	Treasurer (Principal Financial and Accounting Officer)	November 1, 2017

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant 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 November 1, 2017.

COORS INTERNATIONAL HOLDCO 2, ULC
By:	/s/ FREDERIC LANDTMETERS
	Name:	Frederic Landtmeters
	Title:	President, Chief Executive Officer and Director

POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints Tracey I. Joubert, Samuel D. Walker and E. Lee Reichert, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to execute any and all amendments to this Registration Statement (including any post-effective amendments, and any new registration statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) of the Securities Act), and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto such attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ FREDERIC LANDTMETERS Frederic Landtmeters	President, Chief Executive Officer and Director (Principal Executive Officer)	November 1, 2017
/s/ JAN FARYASZEWSKI Jan Faryaszewski	Chief Financial Officer and Director (Principal Financial and Accounting Officer)	November 1, 2017
/s/ KELLY L. BROWN Kelly L. Brown	Director	November 1, 2017

EX-3.4

Exhibit 3.4

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:06 AM 04/10/2007

FILED 08:15 AM 04/10/2007

SRV 070415240 - 4331469 FILE

CERTIFICATE OF LIMITED PARTNERSHIP

OF

MOLSON COORS INTERNATIONAL LP

This Certificate of Limited Partnership of Molson Coors International LP (hereinafter referred to as the “Partnership”) is being executed by the undersigned for the purpose of forming a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act.

1.The name of the Partnership is Molson Coors International LP.

2.The formation of the Partnership is to become effective on April 10, 2007 at 9:44 a.m., EDT.

3.The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road Suite 400, City of Wilmington, County of New Castle, and the name of the Corporation’s registered agent at that address is Corporation Service Company.

4.The name and business address of the general partner is as follows:

Molson Coors Brewing Company

1225 17th Street, Suite 3200 – MCCC

Denver, CO 80202

IN WITNESS WHEREOF, the undersigned, constituting the sole general partner of the Partnership, has caused this Certificate of Limited Partnership to be duly executed as of this 10th day of April, 2007.

Molson Coors Brewing Company,
a Delaware corporation
	By:	/s/ Samuel D. Walker
		Samuel D. Walker,
		Global Chief Legal Officer and
		Global Secretary

STATE OF DELAWARE

AMENDMENT TO CERTIFICATE OF

LIMITED PARTNERSHIP

The undersigned, desiring to amend the Certificate of Limited Partnership pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Limited Partnership is Molson Coors International LP

SECOND: Article 4 of the Limited Partnership shall be amended and restated in its entirety by deleting the existing text and inserting, in lieu thereof, the following:

“The names and business, residence or mailing address of each of the general partners are as follows:

Molson Coors International General, ULC

1100 – 1959 Upper Water Street

P.O. Box 2380

Halifax, Nova Scotia, B3J 2E5, Canada”

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 13th day of April, 2007.

Molson Coors International General, ULC,
a Nova Scotia unlimited liability company
	By:	/s/ Kelly L. Brown
		Kelly L. Brown,
		Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:52 PM 04/13/2007

FILED 05:54 PM 04/13/2007

SRV 070434630 - 4331469 FILE

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:19 PM 12/19/2007

FILED 03:02 PM 12/19/2007

SRV 071342298 - 4331469 FILE

STATE OF DELAWARE

AMENDMENT TO THE CERTIFICATE OF

LIMITED PARTNERSHIP

The undersigned, desiring to amend the Certificate of Limited Partnership pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST: The name of the Limited Partnership is Molson Coors International LP

SECOND: Article 3rd of the Certificate of Limited Partnership shall be amended as follows:

The registered agent shall be: The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 in the county of New Castle.

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 19th day of December, A.D. 2007.

	By:	/s/ Samantha Jones
		General Partner
Name:		Samantha Jones, Authorized Person
		Molson Coors International General, ULC
		General Partner

EX-3.5

Exhibit 3.5

SECOND AMENDED AND RESTATED
AGREEMENT

OF LIMITED PARTNERSHIP

OF

MOLSON COORS INTERNATIONAL LP

A Delaware Limited Partnership

August 29, 2017

TABLE OF CONTENTS

Section/Article:		Page:
ARTICLE I THE PARTNERSHIP		2
1.1.	Formation of Limited Partnership	2
1.2.	Name	2
1.3.	Filings	2
1.4.	Purpose	2
1.5.	Office and Place of Business	2
1.6.	Term	3
ARTICLE II DEFINITIONS		3
ARTICLE III CAPITAL STRUCTURE		6
3.1.	Capital Structure	6
3.2.	Voting Rights	6
3.3.	Return of Contributions	6
3.4.	Additional Contributions	6
3.5.	Additional Issuance of Interests	6
3.6.	No Preemptive Rights	7
ARTICLE IV INCOME AND LOSS OF THE PARTNERSHIP		7
4.1.	United States Taxes	7
4.2.	Canadian Taxes	7
4.3.	Other	7
4.4.	Financial Accounting	7
ARTICLE V DISTRIBUTIONS		8
5.1.	Distributions	8
5.2.	Distributions in Kind	8
5.3.	Dissolution	8
ARTICLE VI MANAGEMENT		8
6.1.	Authority of the General Partner	8
6.2.	Compensation and Reimbursement of the General Partner	10
6.3.	Restrictions on Authority of the General Partner	10
6.4.	Right to Rely On the General Partner	10
6.5.	Standard of Care; Conflicts	11
6.6.	Indemnification	11

i

6.7.	Compensation and Loans	12
6.8.	Operating Provisions	13
ARTICLE VII LIMITED PARTNERS		14
7.1.	General	14
7.2.	Additional Limited Partners	14
7.3.	Limitation of Liability	14
7.4.	Covenant Not to Withdraw or Dissolve	14
7.5.	Representations of the Limited Partners	15
ARTICLE VIII ADMINISTRATIVE MATTERS		15
8.1.	Books and Records	15
8.2.	Inspection	15
8.3.	Bank Accounts	15
8.4.	Status of Creditor	15
ARTICLE IX PARTNER MEETINGS		15
9.1.	Meetings of the Partners	15
9.2.	Consent in Lieu of Meeting	16
ARTICLE X TRANSFERS OF INTEREST		16
10.1.	Restriction on Transfers	16
10.2.	Permitted Transfers	16
10.3.	Conditions to Permitted Transfers	16
10.4.	Admission of Transferee as a Limited Partner	17
10.5.	Prohibited Transfers	17
ARTICLE XI GENERAL PARTNER		18
11.1.	Additional General Partners	18
11.2.	Covenant Not to Withdraw, Transfer, or Dissolve	18
11.3.	Termination of Status as General Partner	18
ARTICLE XII DISSOLUTION AND WINDING UP		19
12.1.	Liquidating Events	19
12.2.	Winding Up	20
12.3.	Rights of Partners	21
12.4.	Notice of Dissolution	21
ARTICLE XIII MISCELLANEOUS		21
13.1.	Notices	21
13.2.	Binding Effect	21

ii

13.3.	Amendments	21
13.4.	Headings	22
13.5.	Severability	22
13.6.	Further Action	22
13.7.	Variation of Pronouns	22
13.8.	Governing Law	22
13.9.	Waiver of Action for Partition; No Bill for Partnership Accounting	22
13.10.	Counterpart and Facsimile Execution	22
13.11.	Sole and Absolute Discretion	22
13.12.	Specific Performance	22
13.13.	Offset	23

*****

iii

SECOND AMENDED AND RESTATED AGREEMENT

OF LIMITED PARTNERSHIP

OF

MOLSON COORS INTERNATIONAL LP

This Second Amended and Restated Agreement of Limited Partnership (this “Agreement”) of Molson Coors International LP, a Delaware limited partnership (the “Partnership”), is entered into as of August 29, 2017, by and between Molson Coors International General, ULC, an unlimited company governed by the laws of Nova Scotia (“Amalco”), in its capacity as the General Partner and a Limited Partner, and Coors International Holdco 2, ULC, an unlimited company governed by the laws of Nova Scotia (“ULC5”), in its capacity as a Limited Partner.  This Agreement amends and restates in its entirety that Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 4, 2016 (as amended, the “Amended Agreement”), which Amended Agreement amended and restated that Agreement of Limited Partnership of the Partnership, dated as of April 10, 2007, as amended by that First Amendment dated effective as of March 19, 2012 (as amended, the “Original Agreement”).

RECITALS

A.The Partnership was formed by filing a Certificate of Limited Partnership with the office of the Secretary of State of the State of Delaware on April 10, 2007; and

B.The Partnership was a party to that Merger Agreement dated April 10, 2007, pursuant to which Coors Brewing Company International, Inc., a Colorado corporation, Coors Intercontinental Inc., a Colorado corporation, and Coors Worldwide, Inc., a Colorado corporation, merged with and into the Partnership and the Partnership is the surviving entity.

C.On April 12, 2007, Molson Coors International General, ULC (“ULC3”) became the general partner and a limited partner of the Partnership and Coors International Holdco, ULC (“ULC4”) became a limited partner of the Partnership and all other partners withdrew from the Partnership.

D.On August 18, 2016, ULC5 was admitted as a limited partner of the Partnership

E.Amalco is the resulting entity from the amalgamation of ULC3 and ULC4 on August 19, 2016.

F.The parties desire to determine each Limited Partner’s Interest in the Partnership by reference to such Limited Partner’s Percentage Interest rather than by reference to Units (as that term is used in the Original Agreement).

NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree to as follows:

ARTICLE I
THE PARTNERSHIP

1.1.Formation of Limited Partnership.  The Partners acknowledge and agreed that a limited partnership was entered into and formed pursuant to the provisions of the Delaware Act contemporaneous with the Original Agreement.  Except as provided to the contrary in this Agreement, the rights, duties, status, and liabilities of the Partners, and the formation, administration, dissolution, and continuation or termination of the Partnership, shall be as provided in the Delaware Act.

1.2.Name.  The name of the Partnership shall be “Molson Coors International LP”, and the ‘business of the Partnership shall be conducted under such name or under any other name or names as the General Partner may from time to time determine to be necessary, appropriate, or advisable in furtherance of the purposes of the Partnership.

1.3.Filings.

(a)The Certificate of Limited Partnership of the Partnership (the “Certificate”) was filed in the office of the Secretary of State of Delaware in accordance with the provisions of the Delaware Act.  The General Partner shall take any and all other actions reasonably necessary to perfect and maintain the status of the Partnership as a limited partnership under the laws of Delaware.  The General Partner shall cause amendments to the Certificate to be filed whenever required by the Delaware Act.  Such amendments may be executed by any General Partner and by each other general partner designated in the amendment as a new general partner.

(b)Effective as of April 10, 2007, the Partnership elected to be treated as an association taxable as a corporation for U.S. federal income tax purposes.

(c)Upon the dissolution of the Partnership, the General Partner (or, in the event there is no remaining General Partner, any Person elected pursuant to Section 12.2  hereof) shall promptly execute and cause to be filed certificates of dissolution in accordance with the Delaware Act and the laws of any other states or jurisdictions in which the Partnership has filed certificates.

1.4.Purpose.  The purpose and nature of the business to be conducted and promoted by the Partnership shall be to take any action or engage in any activity lawfully permitted under the Delaware Act.  Any or all of the foregoing activities may be conducted directly by the Partnership or indirectly through any other business combination or entity, and any properties, assets or liabilities related to such activities may be acquired and held by the Partnership.

1.5.Office and Place of Business.  The office of the Partnership shall be at 1801 California Street, Suite 4600, Denver, CO 80202, and the Partnership’s place of business shall be at such office arid at such other locations as the General Partner determines advisable.  The Partnership may, by giving notice thereof to the Limited Partners, move its office to such other

2

place within or without the State of Colorado as the General Partner may from time to time determine to be necessary, appropriate, or advisable.

1.6.Term.  The Partnership commenced on April 10, 2007, and shall continue until it is terminated in accordance with the provisions of this Agreement or by operation of law.

ARTICLE II
DEFINITIONS

Unless the context otherwise specifies or requires, the terms defined in this Article II shall, for purposes of this Agreement, have the meanings herein specified:

2.1.“Affiliate” means, with respect to a Person, any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person.  The term “control,” as used in the immediately preceding sentence, means, with respect to a Person that is a corporation, the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to the shares of the controlled corporation, and with respect to a Person that is not a corporation, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled Person.  It is expressly acknowledged and agreed that each entity that is at least fifty percent (50%) owned, directly or indirectly, by Molson Coors Brewing Company shall be treated as an Affiliate of each of Amalco and ULC5.

2.2.“Applicable Law” means each applicable law, statute, treaty, rule, code, ordinance, regulation, consent, certificate, order, interpretation, exemption, license and permit of any governmental authority and each judgment, decree, injunction, writ, order or like action of any court, arbitrator or other administrative, judicial or quasi-judicial tribunal or agency of competent jurisdiction (including, without limitation, any pertaining to health, safety or the environment).

2.3.“Bankruptcy” means, with respect to any Person, a Voluntary Bankruptcy or an Involuntary Bankruptcy, as hereinafter defined.

2.4.“Capital Balance” means, as to each Limited Partner, an amount equal to (i) the Capital Contributions of such Limited Partner, plus (ii) the Net Income allocated to such Limited Partner, less (iii) the Net Losses allocated to such Limited Partner, less (iv) the Distributions to such Limited Partner.

2.5.“Capital Contribution” means the total contribution to the capital of the Partnership for which a Partner is legally bound and obligated, which amount is designated as a capital contribution for such Partner pursuant to Article III of this Agreement.

2.6.“Certificate” has the meaning attributed to it in Section 1.3.

2.7.“Delaware Act” means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et. seq. (1999), as amended, supplemented or restated from time to time and any succession to such statute.

3

2.8.“Distribution” means each distribution made by the Partnership to a Partner in respect of its Interest, whether in cash, property or other assets of the Partnership

2.9.“Fiscal Year” means the twelve (12) month period (except in the case of the first taxable year of the Partnership) ending on December 31st or such other date as determined by the General Partner in accordance with applicable tax laws.

2.10.“GAAP” means generally accepted accounting principles that are determined by the General Partner from time to time to be appropriate for the Partnership.

2.11.“General Partner” means Amalco, together with each other Person (if any) that subsequently becomes an additional or substituted General Partner in accordance herewith, but excluding any such Person that subsequently ceases to be a General Partner pursuant to the provisions of this Agreement.  In the event that there are more than two Persons serving in the capacity of General Partner under this Agreement, actions by the General Partner shall require the agreement of a majority of such Persons.

2.12.“General Partner Interest” means the entire ownership interest and rights of a General Partner as a general partner in the Partnership, together with all obligations of such Person to comply with the terms and provisions of this Agreement.  The term “General Partner Interest” specifically does not include any Interest in the Partnership which the General Partner may own as a Limited Partner.  The General Partner shall not be entitled to share in any Distributions by the Partnership, and shall not be allocated any income or losses for Canadian income tax purposes, with respect to its General Partner Interest.

2.13.“Interest” means a General Partner Interest or Limited Partner Interest, as the case may be.

2.14.“Indemnitees” has the meaning attributed to it in Section 6.6(a).

2.15.“Involuntary Bankruptcy” means, with respect to any Person, without the consent or acquiescence of such Person, the entering of an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or other similar relief under any present or future bankruptcy, insolvency, or similar statute, law, or regulation, or the filing of any such petition against such Person, which petition shall not be dismissed within ninety (90) days, or, without the consent or acquiescence of such Person, the entering of an order appointing a trustee, custodian, receiver, or liquidator of such Person or of all or any substantial part of the property of such Person, which order shall not be dismissed within sixty (60) days.

2.16.“Limited Partner” means each of Amalco and ULC5, together with each other Person (if any) that subsequently becomes an additional or substituted Limited Partner in accordance with this Agreement, but excluding any such Person that subsequently ceases to be a Limited Partner pursuant to the provisions of this Agreement.

2.17.“Limited Partner Interests” means a Limited Partner’s entire ownership interest in the Partnership at any particular time as a Limited Partner, including, without limitation, such Limited Partner’s right to vote (if any), and to receive distributions pursuant to this Agreement

4

and any and all rights and benefits to which such Limited Partner may be entitled as provided in this Agreement and the Act, together with the obligation of such Limited Partner to comply with all the terms and. provisions of this Agreement.  The term “Limited Partner Interest” specifically does not include any Interest in the Partnership which the Limited Partner may own as a General Partner.

2.18.“Liquidating Events” has the meaning attributed to it in Section 12.1(a).

2.19.“Majority in Interest” means the affirmative vote or consent of the Limited Partners holding, as of the time such determination is being made, greater than fifty percent (50%), or such other specified percentage, of the Percentage Interests.

2.20.“Net Income” and “Net Loss” in respect of all or any part of a Fiscal Year means respectively, the net income or net loss of the Partnership for that Fiscal year or that part of a Fiscal Year as is applicable, determined in accordance with GAAP, unless otherwise agreed by the Partners, and shall include any extraordinary gains or losses.

2.21.“Original Limited Partner” has the meaning attributed to it in the introductory paragraph.

2.22.“Partner or “Partners” means the General Partner (whether one or more) and the Limited Partners (whether one or more).

2.23.“Partnership” has the meaning attributed to it in the introductory paragraph.

2.24.“Percentage Interest” means, as to each Limited Partner, such Limited Partner’s Capital Balance divided by the aggregate Capital Balance of all Limited Partners.

2.25.“Permitted Transfer” has the meaning ascribed thereto in Section 10.2.

2.26.“Person” means an individual, partnership, corporation, trust, unincorporated association, or other entity or association.

2.27.“Tax Act” means the Income Tax Act (Canada), R.S.C. 1985 (5th Supp.) C.1., as amended.

2.28.“Transfer” means, as a noun, any voluntary or involuntary transfer, sale, pledge, hypothecation, or other disposition and, as a verb, voluntarily or involuntarily to transfer, sell, pledge, hypothecate, or otherwise dispose of

2.29.“Voluntary Bankruptcy” means, with respect to any Person, the inability of such Person generally to pay its debts as such debts become due, or an admission in writing by such Person of its inability to pay its debts generally or a general assignment by such Person for the benefit of creditors; the filing of any petition or answer by such Person seeking to adjudicate it a bankrupt or insolvent, or seeking for itself any liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of such Person or its debts under any law relating to bankruptcy, insolvency, or reorganization or relief of debtors, or seeking, consenting to, or acquiescing in the entry of an order for relief or the appointment of a receiver,

5

trustee, custodian, or other similar official for such Person or for any substantial part of its property; or corporate action taken by such Person to authorize any of the actions set forth above.

ARTICLE III
CAPITAL STRUCTURE

3.1.Capital Structure.

(a)In connection with the execution of this Agreement and replacement of the Original Agreement, the Interests of the Limited Partners in the Partnership will be determined by reference to their Percentage Interests.  The Capital Balance of each Limited Partner as of the date hereof is set forth on Schedule A. The amount of each Limited Partner’s Capital Balance shall be determined based upon books and records maintained by the General Partner, which determination shall be conclusive absent manifest error.  At the request of any Limited Partner, the General Partner shall, from time to time, prepare a report detailing the Capital Balance of each Limited Partner

(b)The Interests in the Partnership will no longer be determined by reference to Units (as that term is used in the Original Agreement) and no Units shall be issued or outstanding.

(c)The General Partner will hold a General Partner Interest.

3.2.Voting Rights.  Except as may expressly be provided herein, on all matters that come before the Partners for a vote, each Limited Partner shall be entitled to that number of votes equal to 100 times its Percentage Interest (rounded to the nearest whole number).  No Limited Partner shall be entitled to a separate vote on any matters coming before the Partners for a vote.  All matters coming to a vote by the Partnership shall be decided by a Majority in Interest.

3.3.Return of Contributions.  Except as may expressly be provided herein, no Partner shall be entitled to the return of its Capital Contribution or any other contribution to the Partnership nor entitled to be paid any interest, salary or drawing in respect of any Capital.  Contribution made by it to the Partnership.  No unrepaid Capital Contribution shall be deemed or considered to be a liability of the Partnership or of any Partner.  Except as expressly provided herein, no Partner shall be required to contribute or loan any cash or property to the Partnership to enable the Partnership to return any Partner’s contributions to the Partnership.

3.4.Additional Contributions.  Except as expressly provided under non-waivable provisions of Applicable Law, without the unanimous consent of the Partners, no Partner shall be required to contribute additional cash or capital to the Partnership.  With the consent of the General Partner, any Limited Partner may contribute additional cash or capital to the Partnership and any such contribution shall adjust the Percentage Interest of the contributing Partner.

3.5.Additional Issuance of Interests.  Additional Interests may be issued from time to time as determined by the General Partner.

6

3.6.No Preemptive Rights.  No Partner shall have any preemptive, preferential or other similar right with respect to (a) additional Capital Contributions; (b) the issuance or sale of Interests, whether unissued or treasury; (c) the issuance of any obligations, evidences of indebtedness or other securities of the Partnership convertible into or exchangeable for, or carrying or accompanied by any rights to receive, purchase or subscribe to, any such unissued or treasury Interests; (d) the issuance of any right of subscription to or right to receive, or any warrant or option for the purchase of, any of the foregoing securities; or (e) the issuance or sale of any other securities that may be issued or sold by the Partnership.

ARTICLE IV
INCOME AND LOSS OF THE PARTNERSHIP

4.1.United States Taxes.  For United Stated federal income tax purposes, the Partnership has elected to be treated as an association taxable as a corporation, and accordingly no allocations of net profits or net losses shall be made to the Partners.

4.2.Canadian Taxes.  For Canadian income tax purposes, the income and loss of the Partnership for income tax purposes for any Fiscal Year shall be determined in accordance with the Tax Act and any other applicable income tax legislation.  For each Fiscal Year in which the income of the Partnership is not less than nil, each Limited Partner (including for these purposes persons who were Limited Partners of the Partnership at any time during the Fiscal Year) shall be allocated in respect of each hour ending in the Fiscal Year an amount equal to the income of the Partnership for the Fiscal Year divided by the number of hours in the Fiscal Year and multiplied by the Limited Partner’s Percentage Interest at the end of such hour; provided, however, that to the extent any gains are realized on the disposition of capital property, such gains will be allocated to those Persons who were Partners at the time of the disposition in proportion to their Percentage Interests at that time.  For each Fiscal Year in which a loss is incurred, each Limited Partner (including for these purposes persons who were Limited Partners of the Partnership at any time during the Fiscal Year) shall be allocated in respect of each hour ending in the Fiscal Year an amount equal to the loss of the Partnership for the Fiscal Year divided by the number of hours in the Fiscal Year and multiplied by the Limited Partner’s Percentage Interest at the end of such hour.

4.3.Other.  In the event that the Partnership is required to allocate net profits or net losses to the Partners for income tax purposes of any state or foreign law (other than Canada which is specifically addressed in Section 4.2), such allocations shall be made to the Limited Partners in proportion to their Percentage Interests or using any other method reasonably selected by the General Partner and permitted under Applicable Law.

4.4.Financial Accounting.  For financial accounting purposes, the Net Income and Net Loss of the Partnership for any Fiscal Year shall be determined in accordance with GAAP.  For each Fiscal Year in which the Net Income of the Partnership is not less than nil, each Limited Partner (including for these purposes persons who were Limited Partners of the Partnership at any time during the Fiscal Year) shall be allocated in respect of each hour ending in the Fiscal Year an amount equal to the Net Income of the Partnership for the Fiscal Year divided by the number of hours in the Fiscal Year and multiplied by the Limited Partner’s Percentage Interest at the end of such hour; provided, however, that to the extent any gains are

7

realized on the disposition of capital property, such gains will be allocated to those Persons who were Partners at the time of the disposition in proportion to their Percentage Interests at that time.  For each Fiscal Year in which a Net Loss is incurred, each Limited Partner (including for these purposes persons who were Limited Partners of the Partnership at any time during the Fiscal Year) shall be allocated in respect of each hour ending in the Fiscal Year an amount equal to the Net Loss of the Partnership for the Fiscal Year divided by the number of hours in the Fiscal Year and multiplied by the Limited Partner’s Percentage Interest at the end of such hour.

ARTICLE V
DISTRIBUTIONS

5.1.Distributions.  The General Partner may cause the Partnership to make Distributions at any time or from time to time.  All Distributions shall be shall be allocated to the Limited Partners in proportion to their Percentage Interests, unless the Limited Partners otherwise agree in writing.  As to each Distribution, the General Partner shall specify whether such Distribution is attributable to the Partnership’s capital or income.

5.2.Distributions in Kind.

(a)The General Partner may determine, in its sole discretion, to make all or a part of a distribution permitted under this Article V in property other than cash.

(b)No Partner may compel a distribution in kind by the Partnership or may be compelled to accept a distribution of any asset in kind from the Partnership to the extent that the percentage of the asset distributed to it exceeds a percentage of that asset which is equal to the percentage in which it shares in distributions from the Partnership.

5.3.Dissolution.  Notwithstanding Section 5.1 hereof, upon dissolution of the Partnership all distributions shall be made in accordance with Article XII.

ARTICLE VI
MANAGEMENT

6.1.Authority of the General Partner.  The General Partner shall have the sole and exclusive right to manage the business of the Partnership and, except to the extent otherwise provided herein and subject to the approval of the Limited Partners to the extent required by this Agreement, shall have all of the rights and powers which may be possessed by general partners under the Delaware Act including, without limitation, the right and power to:

(a)acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership;

(b)operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage, and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership;

8

(c)execute any and all agreements, contracts, documents, certificates, and instruments necessary or convenient in connection with the management, maintenance, and operation of the Partnership property, or in connection with managing the affairs of the Partnership, including executing amendments to this Agreement in accordance with its terms, pursuant to any power of attorney granted by the Limited Partners to the General Partner;

(d)execute any and all agreements, contracts, documents, certificates and instruments obligating the Partnership to guarantee the repayment of all present and future indebtedness of the General Partner or any Affiliate of the General Partner to third parties, whether for lines of credit, construction loans, general commercial purposes or otherwise;

(e)borrow money and issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Partnership, including but not limited to any purchase of Interests by the Partnership, and to secure the same by mortgage, pledge, or other lien on any Partnership property;

(f)execute, in furtherance of any or all of the purposes of the Partnership, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, bill of sale, contract, or other instrument purporting to convey or encumber any or all of the Partnership property;

(g)prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the Partnership property and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Partnership property;

(h)care for and distribute funds to the Partners by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Partnership or this Agreement;

(i)contract on behalf of the Partnership for the employment and services of employees and/or independent contractors, such as lawyers, accountants, and investment advisors, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Partnership;

(j)engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Partnership property and General Partner liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Partnership, as may be lawfully carried on or performed by a partnership under the laws of each state in which the Partnership is then formed or qualified;

(k)take, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes of the Partnership; and

(l)institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Partnership or the Partners in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith.

9

6.2.Compensation and Reimbursement of the General Partner.  No General Partner in its capacity as a General Partner shall receive any salary, fee, or draw for services rendered to or on behalf of the Partnership; provided, however, that the General Partner shall be reimbursed on a monthly basis (a) for all direct expenses it pays or incurs on behalf of the Partnership (including amounts paid to any Person to perform services for the Partnership); and (b) for the portion of the General Partner’s legal, accounting, telephone, secretarial, bookkeeping, reporting, data processing, office rent and other office expenses, salaries and other compensation expenses, other administrative expenses and other incidental expenses necessary to the conduct of the Partnership’s business which are incurred by the General Partner in operating the Partnership’s business (including, without limitation, expenses allocated to such General Partner by its Affiliates), and which are allocated to the Partnership and not otherwise reimbursed.  The General Partner shall determine such fees and expenses which are allocated to the Partnership in any reasonable good faith manner, taking into account the relative use of the General Partner’s resources by the General Partner and the Partnership, but the amount allocated must be reasonable in amount and necessary to the function of the Partnership.

6.3.Restrictions on Authority of the General Partner.  Without the vote of a Majority in Interest, the General Partner shall not have the authority to, and covenants and agrees that it shall not:

(a)knowingly do any act in contravention of this Agreement;

(b)knowingly do any act which would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement;

(c)knowingly perform any act that would subject any Limited Partner to liability as a general partner in any jurisdiction;

(d)merge or consolidate the Partnership with, or sell, assign, lease or otherwise dispose of (whether in a transaction or in a series of transactions) all or substantially all of the Partnership property (whether now owned or hereafter acquired) to any Person;

(e)convert the Partnership into any other form of entity allowed by Section 265 of the Delaware General Corporate Law or any other Applicable Law; or

(f)cause or permit the U.S. federal income tax classification of the Partnership to change from that of an association taxable as a corporation.

6.4.Right to Rely On the General Partner.  Any Person dealing with the Partnership may rely (without duty of further inquiry) upon a certificate signed by the General Partner as to: (a) the identity of the General Partner or any Limited Partner; (b) the existence or nonexistence of any fact or facts which constitute a condition precedent to acts by the General Partner or which are in any other manner germane to the affairs of the Partnership; (c) the Persons who are authorized to execute and deliver any instrument or document of the Partnership; or (d) any act or failure to act by the Partnership or any other matter whatsoever involving the Partnership or any Partner.

10

6.5.Standard of Care; Conflicts.

(a)In performing its duties hereunder, the General Partner shall discharge its duties in good faith, and shall not be held liable or responsible to any Partner or to the Partnership for any losses sustained or liabilities incurred in connection with or attributable to errors in judgment of the General Partner, excluding those which are attributable to the General Partner’s gross negligence, bad faith, breach of any material provision of this Agreement, or willful misconduct.  The General Partner shall be entitled to rely on information, opinions, reports, or statements of the following Persons or groups unless it has knowledge concerning the matter in question that would cause such reliance to be unwarranted:

(i)one or more employees or other agents of the Partnership or the General Partner whom the General Partner reasonably believes to be reliable and competent in the matters presented; and

(ii)any attorney, public accountant or other Person as to matters which the General Partner or officer reasonably believes to be within such Person’s professional or expert competence.

(b)The General Partner shall not be liable to the Partnership or its Partners for any action it takes or omits to take as a General Partner, as the case may be, if, in connection with such action or omission, it performed the duties of its position in compliance with this Section 6.5.

(c)The General Partner shall not have any liability for monetary damages to the Partnership or its Partners for breach of its fiduciary duty as a General Partner, except that this provision shall not eliminate or limit the personal liability of the General Partner to the Partnership or its Partners for monetary damages for: (i) any breach of the General Partner’s duty of loyalty to the Partnership or its Partners; (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) any transaction from which the General Partner directly or indirectly derives an improper personal benefit.  Nothing contained herein will be construed to eliminate or diminish the defenses ordinarily available to a General Partner or officer or to deprive any General Partner or officer of any right it may have for contribution from any other Person.

6.6.Indemnification.

(a)Indemnification by the Partnership.  To the fullest extent permitted by Applicable Law, the General Partner, and its officers, directors, shareholders, agents and employees (the “Indemnitees”), shall be indemnified and held harmless by the Partnership from and against any and all losses arising from any claims, demands, liabilities, costs, damages, and causes of action in connection with or resulting from any acts or omissions by the Indemnitees undertaken on behalf of the Partnership, including without limitation any demands, claims or lawsuits initiated by a Partner, unless such acts or omissions are found by a court of competent jurisdiction upon entry of a final judgment to be in bad faith, or to constitute fraud, gross recklessness, willful misconduct or a knowing violation of the law.  The indemnification rights herein contained shall be cumulative of, and in addition to, any and all rights, remedies, and

11

recourses to which the General Partner, its officers, directors, shareholders, agents and employees shall be entitled.  The indemnification authorized by this Section 6.6 shall include the payment of reasonable attorneys’ fees and other expenses incurred in settling or defending any claims, threatened action, or finally adjudicated legal proceedings.  In addition, the indemnification authorized by this Section 6.6 shall be subject to all procedural and other provisions as may now or hereafter be prescribed by Applicable Law.

(b)Advancement of Expenses.  Any Indemnitee shall be entitled to receive, upon application therefor, advances from the Partnership to cover the costs of defending any pending, threatened or completed claim, action, suit or proceeding against it for losses in connection with which it would be entitled to receive indemnification under this Section 6.6; provided, however, that such advances shall be repaid to the Partnership (with interest thereon at a rate equal to the prime rate in effect at the principal banking institution of the Partnership or the General Partner) if the Indemnitee receiving such advance is found by a court of competent jurisdiction upon entry of final judgment to have violated the standards set forth in Section 6.6(a), which preclude indemnification hereunder.

(c)Source of Payment.  Notwithstanding anything contained herein to the contrary, any amount to which an Indemnitee may be entitled under this Section 6.6 shall be paid only out of the assets of the Partnership and any insurance proceeds available to the Partnership for such purposes.  No Partner shall be personally liable for any amount payable under this Section 6.6, or to make any Capital Contribution, return any distribution made to it by the Partnership, or restore any negative capital account balance to enable the Partnership to make such payment.

6.7.Compensation and Loans.

(a)Compensation and Reimbursement.  No Limited Partner in its capacity as a Limited Partner shall receive any salary, fee, or draw for services rendered to or on behalf of the Partnership, nor shall any Limited Partner be reimbursed for any expenses incurred by such Limited Partner on behalf of the Partnership; provided, however, that nothing in this Agreement shall preclude the employment, at the expense of the Partnership and for fair and reasonable compensation, of any agent, employee or third party (including the General Partner and any other Partner or the Affiliate of any Partner) to manage or provide other services relating to the Partnership’s business or its investments, subject to the control of the General Partner.

(b)Loans.  Any Person may, with the consent of the General Partner, lend or advance money to the Partnership.  If any Partner shall make any loan or loans to the Partnership or advance money on its behalf, the amount of any such loan or advance shall not be treated as a Capital Contribution but shall be a debt due from the Partnership, repayable out of the Partnership’s cash and bearing interest at a rate agreed to by the General Partner and the lending Partner, but not in excess of the maximum rate permitted by law.  The rate of interest shall be determined by taking into consideration prevailing interest rates and shall be no less favorable to the Partnership than if the lender had been an independent third party.  None of the Partners shall be obligated to make any loan or advance to the Partnership.

12

6.8.Operating Provisions.

(a)Signature of General Partner.  The signature of the General Partner shall be necessary and sufficient to convey title to any real or personal property owned by the Partnership or to execute any promissory notes, trust deeds, mortgages, or other instruments of hypothecation, and all of the Partners agree that a copy of this Agreement may be shown to the appropriate parties in order to confirm the same, and further agree that the signature of the General Partner shall be sufficient to execute any “statement of partnership” or other documents necessary to effectuate this or any other provision of this Agreement.  All of the Partners do hereby appoint the General Partner as their attorney in fact for the execution of any or all of the documents described herein.

(b)Appointment of Officers.

(i)Officers of the Partnership may be appointed from time to time by the General Partner.  No officer need be a Partner or an officer or director of the General Partner.  Any officers designated by the General Partner shall have such authority and perform such duties as the General Partner may, from time to time, delegate to such officer.  The General Partner may assign titles to particular officers and, unless the General Partner decides otherwise, if the title is one commonly used for officers of a Delaware corporation, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such officer by the General Partner and subject to all standards of care and restrictions applicable to the officers of a Delaware corporation under Applicable Law.

(ii)Each officer shall hold office until his or her successor is duly designated and qualified or until his or her death or until he or she resigns or is removed by the General Partner with or without cause.  Any number of offices may be held by the same Person.  The salaries or other compensation, if any, of the officers of the Partnership shall be fixed from time to time by the General Partner.

(c)Title to Property.  All real and personal property owned by the Partnership shall be owned by the Partnership as an entity and no Partner shall have any ownership interest in such property in its individual name or right, and each Partner’s interest in the Partnership shall be personal property for all purposes.  The Partnership shall hold all of its real and personal property in the name of the Partnership and not in the name of any Partner.

(d)Independent Activities; Transactions With Affiliates.

(i)The General Partner and any of its Affiliates shall be required to devote only such time to the affairs of the Partnership as the General Partner determines in its sole discretion may be necessary to manage and operate the Partnership, and each such Person, to the extent not otherwise directed by the General Partner, shall be free to serve any other Person or enterprise in any capacity that it may deem appropriate in its discretion.

13

(ii)Insofar as permitted by Applicable Law, the General Partner (acting on its own behalf) may, notwithstanding this Agreement, engage in whatever activities it chooses, whether the same are competitive with the Partnership or otherwise, without having or incurring any obligation to offer any interest in such activities to the Partnership or any Partner, and neither this Agreement nor any activity undertaken pursuant hereto shall prevent the General Partner from engaging in such activities, or require the General Partner to permit the Partnership or any Partner to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Partner, each Partner hereby waives, relinquishes and renounces any such right or claim of participation.

(iii)To the extent permitted by Applicable Law and except as otherwise provided in this Agreement, the General Partner, when acting on behalf of the Partnership, is hereby authorized to purchase property from, sell property to, or otherwise deal with any Partner, acting on its own behalf, or any Affiliate of any Partner, provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Partnership than if the sale, purchase or other transaction had been entered into with an independent third party.

ARTICLE VII
LIMITED PARTNERS

7.1.General.  Except as otherwise provided in this Agreement, the Limited Partners shall have all of the rights, and be afforded the status, of limited partners as set forth in the Delaware Act.  No Limited Partner shall have any right or power to take part in the management or control of the Partnership or its business or affairs; provided, however, that Limited Partners may at the discretion of the General Partner participate in the affairs of the Partnership to the extent otherwise allowed by Section 17-303 of the Delaware Act.

7.2.Additional Limited Partners.  No Person shall be admitted to the Partnership as a Limited Partner without the consent of the General Partner.  No Limited Partner shall transfer its Interests except as provided in Article X hereof.

7.3.Limitation of Liability.  The liability of the Limited Partners shall be limited to the amount which they have contributed and agreed to contribute to the Partnership pursuant to Article III.

7.4.Covenant Not to Withdraw or Dissolve.  Notwithstanding any provision of the Delaware Act, each Limited Partner hereby covenants and agrees that the Partners have entered into this Agreement based on their mutual expectation that all Partners will continue as Partners and carry out the duties and obligations undertaken by them hereunder and that, except as otherwise expressly required or permitted hereby, no Partner shall withdraw or retire from the Partnership, be entitled to demand or receive a return of such Partner’s contributions or profits (or a bond or other security for the return of such contributions or profits), or exercise any power under the Delaware Act to dissolve the Partnership without the unanimous consent of the Partners.

14

7.5.Representations of the Limited Partners.  Each Partner hereby represents and warrants to the Partnership and the General Partner that such Partner’s acquisition of Interests hereunder is made as principal for such Partner’s own account and not for resale or distribution of such Interests.

ARTICLE VIII
ADMINISTRATIVE MATTERS

8.1.Books and Records.  The books and records of the Partnership shall be kept, at the expense of the Partnership, by the General Partner at the principal place of business of the Partnership, and shall reflect all Partnership transactions and be appropriate and adequate for conducting the Partnership business.

8.2.Inspection.  Upon showing a proper purpose, each Partner shall have the right, upon giving twenty business days’ prior written notice to the General Partner, to inspect the books and records of the Partnership during reasonable business hours at the principal place of business of the Partnership; provided, however, that the Partner’s inspection rights under this Section 8.2 shall be no broader than those afforded by Section 17-305 of the Delaware Act, or any successor thereto.

8.3.Bank Accounts.  All funds of the Partnership shall be deposited in its name in an account or accounts maintained at banks or financial institutions designated by the General Partner.  The funds of the Partnership shall not be commingled with the funds of any other Person without the approval or consent of the Limited Partners; provided, however, that the General Partner shall be permitted to deposit the funds of the Partnership in one or more accounts managed by Molson Coors Brewing Company or its Affiliates.  Checks shall be drawn upon the Partnership account or accounts only for the purposes of the Partnership, and shall be signed by such signatory party or parties as may be designated from time to time by the General Partner.

8.4.Status of Creditor.  No creditor who makes a nonrecourse loan to the Partnership shall have or acquire, at any time as a result of making the loan, any direct or indirect interest in the profits, capital or property of the Partnership other than as a secured creditor.

ARTICLE IX
PARTNER MEETINGS

9.1.Meetings of the Partners.

(a)Meetings of the Partners may be called by the General Partner and shall be called upon the written request of the Limited Partners holding at least twenty percent (25%) of the Partnership Interests.  Notice of any such meeting shall be given to all Partners not less than two (2) business days nor more than sixty (60) business days prior to the date of such meeting and shall state the nature of any business to be transacted thereat.  Partners may vote in person or by proxy at such meeting.  Whenever the vote or consent of Partners is permitted or required under this Agreement, such vote or consent may be given at a meeting of Partners or may be given in accordance with the procedure prescribed in Section 9.2.  Except as otherwise expressly provided in this Agreement, the vote of a Majority in Interest shall control.

15

(b)For purposes of determining the Partners entitled to vote on, or to vote at, any meeting of the Partners or any adjournment thereof, the General Partner or the Limited Partners requesting such meeting may fix, in advance, a date as the record date for any such determination.  Such date shall not be more than thirty (30) business days nor less than ten (10) business days before any such meeting.

(c)Each Limited Partner may authorize any Person or Persons to act for it by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting.  Every proxy must be signed by the Limited Partner or its attorney in fact.  No proxy shall be valid after the expiration o:f eleven (11) months from the date thereof unless otherwise provided in the proxy.  Every proxy shall be revocable at the pleasure of the Limited Partner executing it.

(d)Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate.

9.2.Consent in Lieu of Meeting.  The Partnership nay take any action contemplated under this Agreement without a meeting if approved by the General Partner and a Majority in Interest (unless a higher percentage is established by this Agreement for one or more matters to which such action relates, in which case such consent must be signed by the Limited Partners holding such higher percentage Majority in Interest), such consent to be provided in writing, or by telephone or facsimile, if such telephone conversation or facsimile is followed by a hard copy of the telephone conversation or facsimiled communication sent by registered or certified mail, postage and charges prepaid, addressed as described in Section 13.1.

ARTICLE X
TRANSFERS OF INTEREST

10.1.Restriction on Transfers.  Except as otherwise permitted by this Agreement, no Partner shall Transfer all or any portion of its Interests without the written consent of the General Partner and a Majority in Interest.

10.2.Permitted Transfers.  Subject to the conditions and restrictions set forth in Section 10.3 hereof, a Partner may at any time Transfer all or any portion of its Interest to any Affiliate of the Partner (any such Transfer being referred to in this Agreement as a “Permitted Transfer”).

10.3.Conditions to Permitted Transfers.  A Transfer shall not be treated as a Permitted Transfer under Section 10.2 hereof unless and until the following conditions are satisfied; provided, however, that any such conditions may be waived in writing by the General Partner:

(a)Except in the case of a Transfer of Interests involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Partnership such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Partnership to effect such Transfer and to confirm the agreement of the transferee to be bound by the provisions of this Article X.  In the case of a Transfer of Interests involuntarily by

16

operation of law, the Transfer shall be confirmed by presentation to the Partnership of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Partnership.

(b)The transferor and transferee shall furnish the Partnership with the transferee’s taxpayer identification number, sufficient information to determine the transferee’s initial tax basis in the Interests transferred, and any other information reasonably necessary to permit the Partnership to file all required federal, state and local tax returns and other legally required information statements or returns.  Without limiting the generality of the foregoing, the Partnership shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Interest until it has received such information.

10.4.Admission of Transferee as a Limited Partner.  Subject to the other provisions of this Article X, a transferee of an Interest in the Partnership may be admitted to the Partnership as a substituted Partner only upon satisfaction of the conditions set forth below:

(a)the Interest with respect to which the transferee is being admitted were acquired by means of a Permitted Transfer and the Permitted Transfer meets the conditions of Section 10.3;

(b)the transferee becomes a party to this Agreement as a Partner and executes such documents and instruments as the General Partner may reasonably request to confirm such transferee as a Partner in the Partnership and such transferee’s agreement to be bound by the terms and conditions hereof; and

(c)the transferee pays or reimburses the Partnership for all reasonable legal, filing and other costs and expenses that the Partnership incurs in connection with the admission of the transferee as a Limited Partner with respect to the transferred Interest.

10.5.Prohibited Transfers.

(a)Null and Void.  Any purported Transfer of an Interest that is not a Permitted Transfer shall be null and void and of no effect whatsoever; provided, however, that if the Partnership is required to recognize a Transfer that is not a Permitted Transfer (or if the General Partner, in its sole discretion, elects to recognize a Transfer that is not a Permitted Transfer), the Interest so Transferred shall be strictly limited to the transferor’s rights to allocations and distributions as provided by this Agreement with respect to the transferred Interest, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Partnership) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Interest may have to the Partnership.

(b)Indemnification.  In the case of a Transfer or attempted Transfer of an Interest that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Partnership and the other Partners from all cost, liability and damage that any of such indemnified Persons may incur (including, without limitation, incremental tax liability and lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

17

(c)Rights of Unadmitted Assignees.  A Person who acquires one or more Interests but who is not admitted as a substituted Partner pursuant to Section 10.4 hereof shall be entitled only to allocations and distributions with respect to such Interests in accordance with this Agreement, but shall have no right to any information or accounting of the affairs of the Partnership, shall not be entitled to inspect the books or records of the Partnership, and shall not have any of the rights of a General Partner or a Limited Partner under the Delaware Act or this Agreement.

ARTICLE XI
GENERAL PARTNER

11.1.Additional General Partners.  Except as provided in this Article XI and Section 12.1 hereof, without the written consent of a Majority in Interest, no Person shall be admitted to the Partnership as a General Partner and no General Partner shall transfer all or any portion of its General Partner Interest.

11.2.Covenant Not to Withdraw, Transfer, or Dissolve.  Except as otherwise permitted by this Agreement, the General Partner hereby covenants and agrees not to (a) take any action to file a certificate of dissolution or its equivalent with respect to itself; (1)) take any action that would cause a Voluntary Bankruptcy of the General Partner; (c) withdraw or attempt to withdraw from the Partnership; (d) exercise any power under the Delaware Act to dissolve the Partnership; (e) Transfer all or any portion of its General Partner Interest (other than to any Affiliate of the General Partner); or (f) petition for judicial dissolution of the Partnership.  Further, the General Partner hereby covenants and agrees to continue to carry out the duties of a General Partner hereunder until the Partnership is dissolved and liquidated pursuant to Article XII hereof.

11.3.Termination of Status as General Partner.

(a)A General Partner shall cease to be a General Partner upon the first to occur of (i) the Bankruptcy of such Partner; (ii) the involuntary Transfer by operation of law of such Partner’s General Partner Interest; (iii) the vote of a two-thirds (2/3) Majority in Interest to approve a request by such General Partner to retire; or (iv) the vote of a two-thirds (2/3) Majority in Interest to remove such General Partner after such General Partner has attempted to make a Transfer of its General Partner Interest that is not permitted by Section 10.3 hereof, committed a material breach of this Agreement, committed any other act or suffered any other condition that would justify a decree of dissolution of the Partnership under the laws of the State of Delaware or experienced a change of control.  In the event a Person ceases to be a General Partner without having Transferred its entire General Partner Interest, such Person shall be treated as an unadmitted transferee of a Partnership interest as a result of an unpermitted Transfer of an interest pursuant to Section 10.5(c) hereof.

(b)If a General Partner ceases to be a Partner for any reason hereunder, such Person shall continue to be liable as a Partner for all debts and obligations of the Partnership existing at the time such Person ceases to be a General Partner, regardless of whether, at such time, such debts or liabilities were known or unknown and/or actual or contingent.  A Person shall not be liable as a General Partner for Partnership debts and obligations arising after such

18

Person ceases to be a General Partner.  Any debts, obligations or liabilities in damages to the Partnership of any Person who ceases to be a General Partner shall be collectible by any legal means and the Partnership is authorized, in addition to any other remedies at law or in equity, to apply any amounts otherwise distributable or payable by the Partnership to such Person to satisfy such debts, obligations or liabilities.

(c)It is the intention of the Partners that the Partnership not dissolve as a result of the cessation of any General Partner’s status as a General Partner; provided, however, that if it is determined by a court of competent jurisdiction that the Partnership has dissolved, the provisions of Section 12.1 shall govern.

(d)If at the time a Person ceases to be a General Partner such Person is also a Limited Partner with respect to an Interest other than its General Partner Interest, such cessation shall not affect such Person’s rights and obligations with respect to such Interest.

ARTICLE XII
DISSOLUTION AND WINDING UP

12.1.Liquidating Events.

(a)The Partnership shall dissolve and commence winding up and liquidating upon the first to occur of any of the following (“Liquidating Events”):

(i)the vote of the General Partner and a two-thirds (2/3) Majority in Interest to dissolve, wind up, and liquidate the Partnership;

(ii)the happening of any other event that makes it unlawful, impossible or impractical to carry on the business of the Partnership; or

(iii)an event of withdrawal of the General Partner, unless at the time there is at least one other General Partner and a Majority in Interest agree in writing or vote to continue the business of the Partnership and to appoint, effective as of the date of withdrawal, one or more additional General Partners if necessary or desired; or the assignment by a General Partner of its entire General Partner Interest in the Partnership; or any other event that causes a General Partner to cease to be a general partner under the Delaware Act, provided that any such event shall not constitute a Liquidating Event if the Partnership is continued pursuant to this Section 12.1.

(b)The Partners hereby agree that, notwithstanding any provision of the Delaware Act, the Partnership shall not dissolve prior to the occurrence of a Liquidating Event.  Upon the occurrence of any event set forth in Section 12.1(a)(iii), the Partnership shall not be dissolved or required to be wound up if at the time of such event there is at least one remaining General Partner and that General Partner carries on the business of the Partnership (any such remaining General Partner being hereby authorized to carry on the business of the Partnership and each General Partner hereby covenants and agrees that it will so carry on the business of the Partnership), or within ninety (90) days after such event all of the remaining Partners agree in writing to continue the business of the Partnership and to the appointment, effective as of the date of such event, of one or more additional General Partners.  If it is determined, by a court of

19

competent jurisdiction, that the Partnership has dissolved prior to the occurrence of a Liquidating Event, or if upon the occurrence of an event specified in Section 12.1(a)(iii) hereof, the Partners fail to agree to continue the business of the Partnership as provided in this Section 12.1, then within an additional ninety (90) days, a two thirds (2/3) Majority in Interest may elect to reconstitute the Partnership and continue its business on the same terms and conditions set forth in this Agreement by forming a new limited partnership on terms identical to those set forth in this Agreement and having as a general partner a Person elected by such two-thirds (2/3) Majority in Interest.  Upon any such election by a two thirds (2/3) Majority in Interest, all Partners shall be bound thereby and shall be deemed to have consented thereto.  Unless such an election is made within one hundred eighty (180) days after the event causing dissolution, the Partnership shall wind up its affairs in accordance with Section 12.2 hereof.  If such an election is made within one hundred eighty (180) days after the event causing dissolution, then:

(i)the reconstituted limited partnership shall continue until the occurrence of a Liquidating Event as provided in this Section 12.1;

(ii)if the successor general partner is not the former General Partner, then the interest of the former General Partner shall be treated thenceforth as an unadmitted transferee of a General Partner Interest; and

(iii)all necessary steps shall be taken to cancel this Agreement and to enter into a new partnership agreement and certificate of limited partnership, and the successor general partner may for this purpose exercise the powers of attorney granted the General Partner pursuant to Article XIII hereof, provided that the right of a two thirds (2/3) Majority in Interest to select a successor general partner and to reconstitute and continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an opinion of counsel that the exercise of the right would not result in the loss of limited liability of any Limited Partner and neither the Partnership nor the reconstituted Partnership would cease to be treated as a partnership for federal income tax purposes upon the exercise of such right to continue.

12.2.Winding Up.  Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly Planner, liquidating its assets, and satisfying the claims of its creditors and Partners, and no Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs, provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Partners until such time as the Partnership property has been distributed pursuant to this Section 12.2 and the Partnership has terminated.  The General Partner (or, in the event there is no remaining General Partner, any Person elected by a Majority in Interest) shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and Property, and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in the following order:

(a)first, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors; and

20

(b)second, any remaining proceeds shall be allocated among the Partners in the manner contemplated by Section 5.1.

12.3.Rights of Partners.  Except as otherwise provided in this Agreement, (a) each Partner shall look solely to the assets of the Partnership for the return of its Capital Contribution and shall have no right or power to demand or receive property other than cash from the Partnership; and (h) no Partner shall have priority over any other Partner as to the return of its Capital Contributions, distributions or allocations.

12.4.Notice of Dissolution.  In the event a Liquidating Event occurs or an event occurs that would, but for the provisions of Section 12.1, result in a dissolution of the Partnership, the General Partner shall, within thirty (30) days thereafter, provide written notice thereof to each of the Partners and to all other parties with whom the Partnership regularly conducts business (as determined in the discretion of the General Partner) and shall publish notice thereof in a newspaper of general circulation in each place in which the Partnership regularly conducts business (as determined in the discretion of the General Partner).

ARTICLE XIII
MISCELLANEOUS

13.1.Notices.  Any and all notices, requests, consents or other communications permitted or required to be given under the terms of this Agreement shall be in writing and shall be deemed received (a) if given by telecopier, when transmitted and the appropriate telephonic confirmation received if transmitted on a business day and during normal business hours of the recipient, and otherwise on the next business day following transmission; (b) if given by certified mail, return receipt requested, postage prepaid, three (3) business days after being deposited in the United States mails; and (c) if given by Federal Express service or other means, when received or personally delivered.  The mailing address and facsimile number of each of the parties is as follows or at such other addresses as may be provided to the other parties by notice given in accordance with the foregoing:

(x)If to the Partnership, to the address set forth in Section 1.5 hereof; and

(y)if to a Partner, to the address set forth opposite such Partner’s name on Schedule B hereto.

Any Person may from time to time specify a different address or facsimile number by notice given in the manner provided in this Section 13.1.  If three (3) successive notices are given by the Partnership, whether with respect to a Partner’s meeting or otherwise, to a Partner and are returned as undeliverable, no further notices to such Partner shall be necessary until another address for the Partner is made known to the Partnership.

13.2.Binding Effect.  Except as otherwise provided in this Agreement, every covenant, term and provision of this Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, legal representatives, successors, transferees and assigns.

13.3.Amendments.  This Agreement shall be amended only with the written consent of the General Partner and a two-thirds (2/3) Majority in Interest.

21

13.4.Headings.  Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

13.5.Severability.  If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable under Applicable Law, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.  Furthermore, in lieu of such illegal, invalid or unenforceable provisions, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and shall be legal, valid and enforceable and shall not be more restrictive than the one severed herefrom.

13.6.Further Action.  Each Partner, upon the request of the General Partner, agrees to perform all further acts and execute, acknowledge and deliver any documents which may be reasonably necessary, appropriate or desirable to carry out the provisions of this Agreement.

13.7.Variation of Pronouns.  All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the Person or Persons may require.

13.8.Governing Law.  The laws of the State of Delaware shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the Partners, without regard to any applicable conflict of laws principles.

13.9.Waiver of Action for Partition; No Bill for Partnership Accounting.  Each of the Partners irrevocably waives any right that it may have to maintain any action for partition with respect to any of the Partnership property.  To the fullest extent permitted by law, each of the Partners covenants that it will not (except with the consent of the General Partner) file a bill for Partnership accounting.

13.10.Counterpart and Facsimile Execution.  This Agreement may be executed in any number of counterparts with the same effect as if all of the Partners had signed the same document.  All counterparts shall be construed together and shall constitute one agreement.  Facsimile signatures shall be deemed originals for all purposes.

13.11.Sole and Absolute Discretion.  Except as otherwise provided in this Agreement, all actions which the General Partner may take and all determinations which the General Partner may make pursuant to this Agreement may be taken and made at the sole and absolute discretion of the General Partner.

13.12.Specific Performance.  Each Partner agrees with the other .Partners that the other Partners will be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that monetary damages will not provide an adequate remedy in such event.  Accordingly, it is agreed that in addition to any other remedy to which the nonbreaching Partners may be entitled, at law or in equity, the nonbreaching Partners

22

shall be entitled to injunctive relief to prevent breaches of the provisions of this Agreement and specifically to enforce the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having subject matter jurisdiction thereof.

13.13.Offset.  In the event that any sum is payable to any Partner pursuant to this Agreement, any amounts owed by such Partner to the Partnership shall be deducted from said sum before payment to such Partner.

[Signature Page(s) Follow]

23

EXECUTED to be effective as of the 29th day of August, 2017.

GENERAL PARTNER:
Molson Coors International General, ULC
By:	/s/ E. Lee Reichert
	E. Lee Reichert, Assistant Secretary
LIMITED PARTNERS:
Molson Coors International General, ULC
By:	/s/ E. Lee Reichert
	E. Lee Reichert, Assistant Secretary
Coors International Holdco 2, ULC
By	/s/ E. Lee Reichert
	E. Lee Reichert, Assistant Secretary

Signature Page to Amended and Restated Agreement of Limited Partnership

Schedule A

Capital Balances as of June 30, 2017

Limited Partner	Capital Balance
Amalco	CAD$	179,533,247
ULC5	CAD$	1,700

Schedule B

Addresses of Limited Partners for Purposes of Notice

Molson Coors International General, ULC

33 Carlingview Way

Toronto, Ontario  M9W 5E4

Canada

Coors International Holdco 2, ULC

33 Carlingview Way

Toronto, Ontario  M9W 5E4

Canada

EX-3.6

Exhibit 3.6

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:37 PM 03/28/2012

FILED 03:17 PM 03/28/2012

SRV 120366395 - 5131488 FILE

CERTIFICATE OF INCORPORATION

OF

MOLSON COORS HOLDCO INC.

1.The name of the corporation is: MOLSON COORS HOLDCO INC.

2.The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is: The Corporation Trust Company.

3.The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the “Delaware General Corporation Law.”

4.The total number of shares of stock which the corporation shall have authority to issue is: One Hundred Thousand (100,000) shares and the par value of each of such shares is: $0.001 par value per share.

5.The name and mailing address of the incorporator is:

E. Lee Reichert

c/o Molson Coors Brewing Company

1225 17th Street, Suite 3200

Denver, CO 80202

6.The name and mailing address of the person who is to serve as a director until the first annual meeting of the stockholders or until a successor is elected and qualified, is:

E. Lee Reichert

c/o Molson Coors Brewing Company

1225 17th Street, Suite 3200

Denver, CO 80202

7.The corporation is to have perpetual existence.

8.In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

a.To make, alter or repeal the bylaws of the corporation.

b.To authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

c.To set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.

d.When and as authorized by the stockholders in accordance with law, to sell, lease or exchange all or substantially all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property including shares of stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the corporation.

9.Elections of directors need not be by written ballot unless the bylaws of the corporation shall provide.

10.Meetings of stockholders may be held within or without the State of Delaware, as the bylaws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the bylaws of the corporation.

11.The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

12.A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived any improper personal benefit. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate, hereby declaring and certifying that this is his act and deed and the facts herein stated are true, and accordingly have hereunto set his hand this 28th day of March, 2012.

/s/ E. Lee Reichert

E. Lee Reichert

Incorporator

EX-3.7

Exhibit 3.7

AMENDED AND RESTATED BYLAWS

(THESE “BYLAWS”)

OF

MOLSON COORS HOLDCO INC.

a Delaware corporation

ARTICLE I
OFFICES AND AGENT

Section 1.Registered Office and Registered Agent.  The registered office of Molson Coros Holdco Inc. (the “Corporation”) in the State of Delaware shall be located at such place, within the State of Delaware, as the board of directors of the Corporation (the “Board of Directors” or the “Board”) may from time to time determine or as the business of the Corporation may require. The registered office and/or registered agent of the Corporation may be changed from time to time by action of the Board of Directors.

Section 2.Other Offices.  The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1.Annual Meetings.  The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held on such date and at such time as determined by resolution of the Board of Directors.  If, at the place of the meeting, this date shall fall upon a legal holiday, then such meeting shall be held on the next succeeding business day at the same hour.  If no annual meeting is held in accordance with the foregoing provisions, the Board of Directors shall cause the meeting to be held as soon thereafter as convenient.  If no annual meeting is held in accordance with the foregoing provisions, a special meeting may be held in lieu of the annual meeting, and any action taken at that special meeting shall have the same effect as if it had been taken at the annual meeting, and in such case all references in these Bylaws to the annual meeting of stockholders shall be deemed to refer to such special meeting.

Section 2.Special Meetings.  Special meetings of stockholders may be called for any purpose (including, without limitation, the filling of Board vacancies and newly created directorships) and may be held at such time and place, within or without the State of Delaware, and/or by means of remote communication as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof.  Such meetings may be called at any time by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President and shall be called by the President upon the written request of holders of shares entitled to cast not less than ten (10%) of the votes at the meeting, such written request shall state the purpose or purposes of the meeting and shall be delivered to the President.  The date, time and place, if any, and/or remote communication, of any special meeting of stockholders shall be determined by the Board of Directors.

Section 3.Place of Meetings.  The Board of Directors may designate any place, either within or without the State of Delaware, and/or by means of remote communication, as the place of meeting for any

annual meeting or for any special meeting called by the Board of Directors.  If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the Corporation.

Section 4.Notice.  Whenever stockholders are required or permitted to take any action at a meeting, written or printed notice stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. All such notices shall be delivered, either personally, by mail, or by a form of electronic transmission consented to by the stockholder to whom the notice is given, by or at the direction of the Board of Directors, the President or the Secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the Corporation.  If given by electronic transmission, such notice shall be deemed to be delivered (a) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice; (b) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (c) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (i) such posting and (ii) the giving of such separate notice; and (d) if by any other form of electronic transmission, when directed to the stockholder.  Any such consent shall be revocable by the stockholder by written notice to the Corporation.  Any such consent shall be deemed revoked if (x) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent and (y) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5.Stockholders List.  The officer who has charge of the stock ledger of the Corporation shall make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, and/or (b) during ordinary business hours, at the principal place of business of the Corporation.  In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation.  If the meeting is to be held at a place, then the list shall be produced and kept at the place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.  If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 6.Quorum.  The holders of a majority of the votes represented by the issued and outstanding shares of capital stock, entitled to vote thereon, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”).  If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place.  When a specified item of business requires a vote by a class or series (if the Corporation shall then have

2

outstanding shares of more than one class or series) voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum (as to such class or series) for the transaction of such item of business.

Section 7.Adjourned Meetings.  When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8.Vote Required.  When a quorum is present, the affirmative vote of the majority of votes represented by shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the Certificate of Incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.  Where a separate vote by class is required, the affirmative vote of the majority of shares of such class present in person or represented by proxy at the meeting shall be the act of such class.

Section 9.Voting Rights.  Except as otherwise provided by the General Corporation Law of the State of Delaware (the “DGCL”) or by the Certificate of Incorporation or any amendments thereto and subject to the provisions of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of capital stock held by such stockholder.

Section 10.Proxies.  Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period.  A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.  At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the Secretary or a person designated by the Secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular.

Section 11.Action by Written Consent.  Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, or the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded.  Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested or by reputable overnight courier service.  All consents properly delivered in accordance with this section shall be deemed to be recorded

3

when so delivered.  No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days after the earliest dated consent delivered to the Corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.  Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.  Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used; provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Section 12.Action by Electronic Transmission Consent. An electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section; provided that any such electronic transmission sets forth or is delivered with information from which the Corporation can determine (A) that the electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (B) the date on which such stockholder or proxyholder or authorized person or persons transmitted such electronic transmission.  The date on which such electronic transmission is transmitted shall be deemed to be the date on which such consent was signed.  No consent given by electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors.

Section 13.Fixing a Record Date for Stockholder Meetings.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 14.Fixing a Record Date for Action by Written Consent.  In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.  If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested or by facsimile or electronic mail, with confirmation of receipt.  If no record date

4

has been fixed by the Board of Directors and prior action by the Board of Directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

Section 15.Fixing a Record Date for Other Purposes.  In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE III
DIRECTORS

Section 1.General Powers.  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 2.Number, Election and Term of Office.  The number of directors which shall constitute the Board shall be as determined by the Board of Directors.  The number of directors of the Corporation may be increased or decreased from time to time, without further amendment to this section, by the affirmative vote of a majority of directors then entitled to vote thereon or by the affirmative vote of a majority of stockholders then entitled to vote thereon.  The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors.  The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III.  Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3.Removal and Resignation.  Except as otherwise provided in the Certificate of Incorporation or the DGCL, any director or the entire Board of Directors may be removed with or without cause by the holders of a majority of the shares then entitled to vote at an election of directors; provided, however, that whenever the holders of any class or series of stock are entitled to elect one or more directors by the provisions of the Corporation’s Certificate of Incorporation, such director or directors may only be removed by the holders of a majority of the outstanding shares of such class or series of stock.  Any director may resign by delivering his written resignation to the Corporation at its principal office addressed to the Chief Executive Officer or Secretary.  Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

Section 4.Vacancies.  Unless and until filled by the stockholders of the Corporation and unless otherwise provided in the Certificate of Incorporation, any vacancy in the Board of Directors, however occurring, including a vacancy resulting from an enlargement of the Board, may be filled by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum.  A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, and a director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, resignation or removal.

5

Section 5.Annual Meetings.  The annual meeting of each newly elected Board of Directors shall be held without notice (other than notice under these Bylaws) immediately after, and at the same place, if any, as the annual meeting of stockholders.

Section 6.Other Meetings and Notice.  Regular meetings, other than the annual meeting, of the Board of Directors may be held without notice at such time and at such place, if any, as shall from time to time be determined by resolution of the Board of Directors and promptly communicated to all directors then in office.  Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the Chief Executive Officer or the President or at least two (2) of the directors on at least twenty-four (24) hours’ notice to each director, either personally, by telephone, by mail, telegraph, and/or by electronic transmission.  In like manner and on like notice, the President must call a special meeting on the written request of at least two (2) of the directors promptly after receipt of such request.

Section 7.Quorum and Action at Meeting.  At meetings of the Board of Directors or any committee designated by the Board, a majority of the directors then in office, or a majority of the members of any such committee, as the case may be, shall constitute a quorum for the transaction of business.  If a quorum is present, the act of the majority of directors in attendance shall be the act of the Board of Directors or any committee thereof, as the case may be, unless the act of a greater number is required by these bylaws, the Certificate of Incorporation or the DGCL.  If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn that meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.  Each director shall be entitled to one vote.

Section 8.Presumption of Assent.  A director who is present at a meeting of the Board or a committee thereof when action is taken is deemed to have assented to the action taken unless: (a) he objects at the beginning of such meeting to the holding of the meeting or the transacting of business at the meeting; (b) he contemporaneously requests that his dissent from the action taken be entered in the minutes of such meeting; or (c) he gives written notice of his dissent to the presiding officer of such meeting before its adjournment or to the Secretary of the Corporation immediately after adjournment of such meeting.  The right of dissent as to a specific action taken at a meeting of a Board or a committee thereof is not available to a director who votes in favor of such action.

Section 9.Committees.  The Board of Directors may, by a resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation.  The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.  Any such committee, to the extent provided in the resolution of the Board of Directors and subject to the provisions of the DGCL, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all such papers which may require it.  Each such committee shall keep minutes and make such reports as the Board of Directors may from time to time request.  Except as the Board of Directors may otherwise determine, any committee (a) may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee, and (b) may make rules for the conduct of its business, but, unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Bylaws for the Board of Directors.

6

Section 10.Committee Rules.  Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board of Directors designating such committee.  Unless otherwise provided in such a resolution, the presence of a majority of the members of the committee then in office shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the Board of Directors as provided in Section 9 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

Section 11.Telephonic Meeting.  Members of the Board of Directors or any committee thereof may participate in and act at any meeting of the Board or such committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 12.Waiver of Notice and Presumption of Assent.  Any member of the Board of Directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting, except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.  Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to any member who voted in favor of such action.

Section 13.Action by Written Consent.  Except as otherwise provided in the Certificate of Incorporation, any action required or permitted by the DGCL to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent to the action in writing or by electronic transmission, and the written consents and electronic transmissions are filed with the minutes of proceedings of the Board or committee.

Section 14.Compensation.  Directors may be paid such compensation for their services and such reimbursements for expenses of attendance at meetings as the Board of Directors may from time to time determine.  No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV
OFFICERS

Section 1.Number.  The officers of the Corporation shall consist of a Chief Executive Officer, a President, a Secretary, a Treasurer and such other officers and assistant officers with such other titles as may be deemed necessary or desirable by the Board of Directors, including a Chairman of the Board, a Chief Legal Officer, one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries.  Any number of offices may be held by the same person and no officer need be a stockholder or a resident of the State of Delaware.

Section 2.Election and Term of Office.  Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, each officer shall hold office until his successor is elected and qualified or

7

until his earlier death, resignation or removal.  The officers of the Corporation shall be elected annually by the Board of Directors at the first meeting of the Board held after each annual meeting of the stockholders.

Section 3.Resignation and Removal.  Any officer may resign by delivering his written resignation to the Corporation at its principal office addressed to the Chief Executive Officer or Secretary.  Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.  Any officer or agent of the Corporation may be removed, with or without cause, by a vote of the majority of the members of the Board of Directors whenever in its judgment the best interests of the Corporation may be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or an agent shall not of itself create contract rights.

Section 4.Vacancies.  The Board of Directors may fill any vacancy occurring in any office for any reason and may, in its discretion, leave any vacancy unfilled for such period as it may determine.  The officer so selected shall hold office until his successor is elected and qualified or until his earlier death, resignation or removal.

Section 5.Compensation.  Compensation of all officers shall be fixed by the Board of Directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the Corporation.

Section 6.Chairman of the Board.  The Chairman of the Board, if any, shall preside as chairman at meetings of the stockholders and the Board of Directors.  He shall, in addition, have such other duties as the Board may prescribe that he perform.  At the request of the Chief Executive Officer, the Chairman of the Board may, in the case of the Chief Executive Officer’s absence or inability to act, temporarily act in his place.  In the case of death of the Chief Executive Officer or in the case of his absence or inability to act without having designated the Chairman of the Board to act temporarily in his place, the Chairman of the Board shall perform the duties of the Chief Executive Officer, unless the Board of Directors, by resolution, provides otherwise.  If the Chairman of the Board shall be unable to act in place of the Chief Executive Officer, the President may exercise such powers and perform such duties as are provided in Section 8 of this Article IV below.

Section 7.Chief Executive Officer. The Chief Executive Officer shall be the senior most executive officer of the Corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect, shall have the power to appoint, set compensation for and remove such subordinate officers and agents other than those actually appointed or elected by the directors as the business of the Corporation may require, shall have general management authority over the business of the Corporation, and shall perform all other duties incident to the office of Chief Executive Officer and shall have such other powers and perform such other duties as may from time to time be assigned by the Board of Directors.  The Chief Executive Officer, to the extent the Chairman of the Board is not appointed or is unable to preside at meetings of the stockholders and of the directors, shall discharge the duties of the presiding officer at meetings of stockholders (and of the directors, if he is a member of the Board of Directors). At each annual meeting of the stockholders, the Chief Executive Officer shall give a report of the business of the Corporation for the preceding fiscal year and shall perform whatever other duties the Board of Directors may from time to time prescribe.

Section 8.President.  The President shall have such powers and perform such duties as the Board of Directors may from to time prescribe or as the Chief Executive Officer may from time to time delegate to him.  At the request of the Chief Executive Officer, in the case of the Chief Executive Officer’s absence or inability to act, the President may temporarily act in his place.  In the case of the

8

death of the Chief Executive Officer, or in the case of his absence or inability to act without having designated the President to act temporarily in his place, the Chairman of the Board, if any, shall exercise such powers and perform such duties, but if the Corporation has no Chairman of the Board, or if the Chairman is unable to act in place of the Chief Executive Officer, the President may exercise such powers and perform such duties.

Section 9.Vice Presidents.  The Vice Presidents shall perform such duties and have such powers as the Board of Directors, the Chief Executive Officer or the President or these Bylaws may, from time to time, prescribe.

Section 10.Secretary.  The Secretary shall keep or cause to be kept, in books provided for that purpose, the minutes of the meetings of the stockholders, executive committee, if any, and any other committees, and of the Board of Directors; shall see that all notices are duly given in accordance with the provisions of these Bylaws and as required by law; shall be custodian of the records and of the seal of the Corporation and see that the seal is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized and in accordance with the provisions of these Bylaws; and, in general, shall perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by the Board of Directors or by the Chief Executive Officer.  In the absence of the Secretary or his inability to act, the Assistant Secretaries, if any, shall act with the same powers and shall be subject to the same restrictions as are applicable to the Secretary.

Section 11.Treasurer.  The Treasurer shall have custody of corporate funds and securities.  He shall keep full and accurate accounts of receipts and disbursements and shall deposit all corporate monies and other valuable effects in the name and to the credit of the Corporation in the depository or depositories of the Corporation, and shall render an account of his transactions as Treasurer and of the financial condition of the Corporation to the Chief Executive Officer and/or the Board of Directors upon request.  Such power given to the Treasurer to deposit and disburse funds shall not, however, preclude any other officer or employee of the Corporation from also depositing and disbursing funds when authorized to do so by the Board of Directors.  The Treasurer shall, if required by the Board of Directors, give the Corporation a bond in such amount and with such surety or sureties as may be ordered by the Board of Directors for the faithful performance of the duties of his office.  The Treasurer shall have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors or the Chief Executive Officer.  In the absence of the Treasurer or his inability to act, the Assistant Treasurers, if any, shall act with the same authority and shall be subject to the same restrictions as are applicable to the Treasurer.

Section 12.Chief Legal Officer.  The Chief Legal Officer shall have the duty and power to:

(a)have general charge of all legal matters pertaining to the Corporation;

(b)attend meetings of the Board of Directors and its committees as appropriate;

(c)represent the Corporation, or designated counsel to represent the Corporation, in all legal proceedings;

(d)advise the Corporation, its Board of Directors, committees and officers on legal questions as may be required; and

(e)in general, perform such other duties and have such other powers as may be prescribed by the President or the Board of Directors.

Section 13.Other Officers, Assistant Officers and Agents.  Officers, assistant officers and agents, if any, other than those whose duties are provided for in these Bylaws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the Board of Directors.

9

Section 14.Absence or Disability of Officers.  In the case of the absence or disability of any officer of the Corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the Board of Directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V
INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1.Nature of Indemnity.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he, or a person of whom he is the legal representative, is or was a director or officer, of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary, or agent of another Corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent which it is empowered to do so by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such Proceeding) and such indemnification shall inure to the benefit of his heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this Article V, the Corporation shall indemnify any such person seeking indemnification in connection with a Proceeding initiated by such person only if such Proceeding was authorized by the Board of Directors.  The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 of this Article V, shall include the right to be paid by the Corporation the expenses incurred in defending any such Proceeding in advance of its final disposition.  The Corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 2.Procedure for Indemnification of Directors and Officers.  Any indemnification of a director or officer of the Corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within forty-five (45) days, upon the written request of the director or officer.  If a determination by the Corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the Corporation fails to respond within sixty (60) days to a written request for indemnity, the Corporation shall be deemed to have approved the request.  If the Corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty-five (45) days (or, in the case of an advance of expenses, twenty (20) days), the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction.  Such person’s costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation.  Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable

10

standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3.Article Not Exclusive.  The rights to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4.Insurance.  The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the Corporation or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the Corporation would have the power to indemnify such person against such liability under this Article V.

Section 5.Expenses.  Expenses incurred by any person described in Section 1 of this Article V in defending a Proceeding shall be paid by the Corporation in advance of such Proceeding’s final disposition unless otherwise determined by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer or other person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation.  Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

Section 6.Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the Corporation, or who are or were serving at the request of the Corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified, and may be advanced expenses, to the extent authorized at any time or from time to time by the Board of Directors.

Section 7.Contract Rights.  The provisions of this Article V shall be deemed to be a vested contract right between the Corporation and each director and officer who serves in any such capacity at any time while this Article V and the relevant provisions of the DGCL or other applicable law are in effect.  Such contract right shall vest for each director and officer at the time such person is elected or appointed to such position, and no repeal or modification of this Article V or any such law shall affect any such vested rights or obligations of any current or former director or officer with respect to any state of facts or Proceeding regardless of when occurring.

Section 8.Merger or Consolidation.  For purposes of this Article V, references to “the Corporation” shall include, in addition to the resulting Corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

11

ARTICLE VI
CERTIFICATES OF STOCK

Section 1.Form.  The shares of the Corporation shall be uncertificated shares; provided that the Board of Directors may, by resolution, provide that some or all of any or all classes or series of its stock shall be represented by certificates.  Any certificate issued by the Corporation shall be signed by, or in the name of the Corporation by the Chairman of the Board, the Chief Executive Officer, the President or a Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, representing the number of shares registered in certificate form.  Any or all of the signatures on the certificate may be a facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 2.Issuance of Stock.  Unless otherwise voted by the stockholders and subject to the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance of the authorized capital stock of the Corporation or the whole or any part of any unissued balance of the authorized capital stock of the Corporation held in its treasury may be issued, sold, transferred or otherwise disposed of by resolution of the Board of Directors in such manner, for such consideration and on such terms as the Board of Directors may determine.  Consideration for such shares of capital stock shall be expressed in dollars, and shall not be less than the par value or stated value therefor, as the case may be.  The par value for shares, if any, shall be stated in the Certificate of Incorporation, and the stated value for shares, if any, shall be fixed from time to time by the Board of Directors.

Section 3.Lost Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed.  When authorizing such issuance of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 4.Transfer of Shares.  Subject to applicable law, shares of stock of the Corporation may be transferred on its books upon the surrender to the Corporation or its transfer agent of the certificates representing such shares, if any, duly endorsed or accompanied by a written assignment or power of attorney duly executed and with such proof of authority or authenticity of signature as the Corporation or its transfer agent may reasonably require.  In that event, the surrendered certificates shall be cancelled, new certificates issued to the persons entitled to them, if any, and the transaction recorded on the books of the Corporation.

Section 5.Registered Stockholders.  Prior to the surrender to the Corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the Corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner.  The Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

12

Section 6.Stock Ledger.  An appropriate stock journal and ledger shall be kept by the Secretary or such registrars or transfer agents as the directors by resolution may appoint in which all transactions in the shares of stock of the Corporation shall be recorded.

Section 7.Restriction on Transfer of Shares.  Notice of any restriction on the transfer of the stock of the Corporation shall be placed on each certificate of stock issued or in the case of uncertificated shares contained in the notice sent to the registered owner of such shares in accordance with the provisions of the DGCL.

Section 8.Subscriptions for Stock.  Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the Board of Directors.  Any call made by the Board of Directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series.  In case of default in the payment of any installment or call when such payment is due, the Corporation may proceed to collect the amount due in the same manner as any debt due the Corporation.

ARTICLE VII
GENERAL PROVISIONS

Section 1.Dividends.  Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.  Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or any other purpose and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

Section 2.Checks, Drafts or Orders.  All checks, drafts, or other orders for the payment of money by or to the Corporation and all notes and other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall be determined by resolution of the Board of Directors or a duly authorized committee thereof.

Section 3.Contracts.  The Board of Directors may authorize any officer or officers, or any agent or agents, of the Corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 4.Loans.  The Corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the Corporation or of its subsidiary, including any officer or employee who is a director of the Corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the Corporation.  The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the Corporation.  Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the Corporation at common law or under any statute.

Section 5.Fiscal Year.  The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

13

Section 6.Corporate Seal.  The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Delaware”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7.Voting Securities Owned By Corporation.  Voting securities in any other corporation held by the Corporation shall be voted by the Chief Executive Officer, unless the Board of Directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer.  Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8.Inspection of Books and Records.  Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom.  A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder.  In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder.  The demand under oath shall be directed to the Corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9.Section Headings.  Section headings in these Bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10.Inconsistent Provisions.  In the event that any provision of these Bylaws is or becomes inconsistent with any provision of the Certificate of Incorporation, the DGCL or any other applicable law, the provision of these Bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII
AMENDMENTS

Subject to repeal or change by action of the stockholders, the Board of Directors may amend, supplement or repeal these Bylaws or adopt new Bylaws in the manner prescribed in the Certificate of Incorporation, and all such changes shall affect and be binding upon the holders of all shares heretofore as well as hereafter authorized, subscribed for or offered.  The fact that the power to adopt, amend, alter, or repeal the Bylaws has been conferred upon the Board of Directors shall not divest the stockholders of the same powers.

These Bylaws have been approved and adopted by the Board of Directors on this 1st day of June 2016 as the Bylaws of the Corporation, and shall be effective as of said date.

14

EX-3.8

Exhibit 3.8

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:04 PM 04/04/2008

FILED 04:04 PM 04/04/2008

SRV 080397058 - 4436240 FILE

CERTIFICATE OF FORMATION

OF

MILLERCOORS LLC

This Certificate of Formation of MillerCoors LLC (the “LLC”), dated as of April 4, 2008, has been duly executed and is being filed by the undersigned, as authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del C. § 18-101, et seq.).

FIRST. The name of the limited liability company formed hereby is MillerCoors LLC.

SECOND. The address of the registered office of the LLC in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

THIRD. The name and address of the registered agent for service of process on the LLC in the State of Delaware are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written,

/s/ Jordannah Bangi

Name: Jordannah Bangi

Authorized Person

EX-3.9

Exhibit 3.9

MILLERCOORS LLC

SECOND AMENDED AND RESTATED OPERATING AGREEMENT

November 30, 2016

THE UNITS REPRESENTED BY THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

TABLE OF CONTENTS

		Page
ARTICLE I GENERAL PROVISIONS; DEFINITIONS		2
1.1	Formation	2
1.2	Name	2
1.3	Purpose	2
1.4	Registered Office; Registered Agent; Place of Business	2
1.5	Definitions	2
1.6	Term	4
1.7	No State-Law Partnership	4
ARTICLE II CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS		4
2.1	Capital Contributions	4
2.2	Capital Accounts	5
ARTICLE III DISTRIBUTIONS; ALLOCATIONS		6
3.1	Distributions	6
3.2	Allocations of Profits and Losses	6
3.3	Tax Allocations	6
ARTICLE IV MANAGEMENT		6
4.1	Authority of Board	6
4.2	Composition of Board	7
4.3	Reimbursement; Compensation	7
4.4	Board Actions; Meetings	7
4.5	Delegation of Authority	8
4.6	Purchase of Membership Interest	9
4.7	Limitation of Liability	9
ARTICLE V EXCULPATION AND INDEMNIFICATION		10
5.1	Exculpation	10
5.2	Right to Indemnification	10
5.3	Nonexclusivity of Rights	11
5.4	Insurance	11
5.5	Limitation	11
5.6	Effect on Other Agreements and Partners’ Obligations	12
5.7	Savings Clause	12
ARTICLE VI TRANSFERS AND MEMBER RIGHTS		12
6.1	Transfer of Company Interest	12
6.2	Member Rights; Meetings	13
6.3	Additional Members	13
6.4	Termination of a Member	13

i

TABLE OF CONTENTS

(continued)

		Page
ARTICLE VII DURATION		14
7.1	Duration	14
7.2	Winding Up	14
7.3	Termination	14
ARTICLE VIII CERTIFICATION OF MEMBERSHIP INTERESTS		15
ARTICLE IX BOOKS OF ACCOUNT; RECORDS		15
9.1	Books	15
9.2	Tax Returns	15
9.3	Fiscal Year	15
9.4	Tax Matters Member	15
ARTICLE X MISCELLANEOUS		16
10.1	Amendments	16
10.2	Entire Agreement	16
10.3	Successors	16
10.4	Governing Law; Severability	16
10.5	Notices	17
10.6	Headings; Construction; Counterparts	17
10.7	Partition; Appraisal Rights	17

SCHEDULES

Schedule of Members

ii

MILLERCOORS LLC

SECOND AMENDED AND RESTATED OPERATING AGREEMENT

THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT of MillerCoors LLC (the “Agreement’) is entered into as of November 30, 2016 by and between the Company and the undersigned Members.

WHEREAS, Miller Brewing Company, a Wisconsin corporation (“Miller”), Coors Brewing Company, a Colorado corporation (“CBC”), SABMiller plc, a company incorporated under the laws of England and Wales (“SABMiller”), and Molson Coors Brewing Company, a Delaware corporation (“Molson Coors”), entered into a Joint Venture Agreement on December 20, 2007 (as amended, the “JV Agreement”), pursuant to which they agreed to establish and engage in a joint venture for the purpose of combining their respective operations in the United States and Puerto Rico and all United States military bases located in the United States or Puerto Rico;

WHEREAS, in furtherance thereof, the Company was formed as a limited liability company pursuant to the Act (as defined below) by filing a Certificate of Formation with the Secretary of State of the State of Delaware on April 4, 2008 and the execution of an operating agreement between Miller and CBC on the same date (the “Original Agreement”);

WHEREAS, in connection with the consummation of the transactions contemplated by the JV Agreement, (i) Miller, CBC, SABMiller and Molson Coors amended and restated the Original Agreement by entering into that certain Amended and Restated Operating Agreement of MillerCoors LLC, dated as of July 1, 2008 (the “Prior Agreement”), (ii) Miller became the sole record and beneficial owner of 420,000 Class A Shares of the Company and 160,000 Class B Shares of the Company (collectively, the “Acquired Shares”), and (iii) CBC became the sole record and beneficial owner of 420,000 Class A Shares of the Company;

WHEREAS, on December 25, 2010, CBC assigned all of its right, title and interest, to 420,000 Class A Shares of the Company, and all of its rights and obligations under the Prior Agreement, to MC Holding Company LLC, a Colorado limited liability company (“MC Holding”), a wholly owned, direct subsidiary of Molson Coors;

WHEREAS, on November 11, 2015, Anheuser-Busch InBev SA/NV, a public company organized under the laws of Belgium (“ABI”), and SABMiller announced its proposed acquisition of all of the issued and to be issued share capital of SABMiller, and, in connection therewith, ABI and Molson Coors entered into that certain Purchase Agreement, dated as of November 11, 2015 (as amended, the “Purchase Agreement”), pursuant to which ABI agreed to (and agreed to cause Miller to) sell, transfer and deliver to Molson Coors, and Molson Coors has agreed to purchase, acquire and accept the Acquired Shares;

WHEREAS, pursuant to an Assignment and Assumption Agreement, dated as of October 11, 2016, by and between, among others, Molson Coors, MC Holding and MillerCoors Holdings LLC, a Colorado limited liability company (“MillerCoors Holdings”), Molson Coors assigned its right under the Purchase Agreement to purchase (a) 160,000 Class B Shares of the Company and 327,775 Class A Shares of the Company (collectively, the “MC Holding Acquired Shares”) to MC Holding and (b) 92,225 Class A Shares of the Company (the “MillerCoors Holdings Acquired Shares”) to MillerCoors Holdings;

WHEREAS, upon consummation of the transactions contemplated by the Purchase Agreement, MC Holding acquired all of Miller’s right, title and interest in, to and under the MC Holding Acquired Shares, and MillerCoors Holdings acquired all of Miller’s right, title and interest in, to and

under the MC Holding Acquired Shares, in each case, on the terms and conditions contained in the Purchase Agreement; and

WHEREAS, the Company and each of MC Holding and MillerCoors Holdings now desire to amend and restate the Prior Agreement as and to the extent provided herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

GENERAL PROVISIONS; DEFINITIONS

1.1Formation. The Company was  organized on April 4, 2008 as a Delaware limited liability company by the filing of a certificate of formation (the “Certificate”) in accordance with the Delaware Limited Liability Company Act, 6 Del. C. Section 18-101, et seq. (as amended from time to time, the “Act”).

1.2Name. The name of the Company will be “MillerCoors LLC” or such other name or names as the Board may from time to time designate.

1.3Purpose. The Company’s purpose shall be to carry on any activities which may lawfully be carried on by a limited liability company organized pursuant to the Act.

1.4Registered Office; Registered Agent; Place of Business. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Board may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Board may designate from time to time in the manner provided by law. The Company will maintain an office and principal place of business at such place or places inside or outside the State of Delaware as the Board may designate from time to time and all business and activities of the Company shall be deemed to have occurred at its principal office.

1.5Definitions. For purposes of this Agreement:

“ABI” has the meaning set forth in the Recitals.

“Acquired Shares” has the meaning set forth in the Recitals.

“Act” shall have the meaning given to such term in Section 1.1.

“Affiliate” of any particular Person means (i) any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person whether through the ownership of voting securities, by contract, or otherwise, and (ii) if such Person (other than the Company) is a partnership (including limited partnership) or limited liability company, any partner or member thereof.

“Agreement” shall have the meaning given to such term in the Preamble.

2

“Board” means the Board of Managers of the Company established pursuant to Section 4.2.

“Capital Account” has the meaning given such term in Section 2.2(a).

“CBC” has the meaning set forth in the Recitals.

“Certificate” shall have the meaning given to such term in Section 1.1.

“Class A Share” means a Share having the relative rights, powers and obligations specified with respect to Class A Shares in this Agreement.

“Class B Share” means a Share having the relative rights, powers and obligations specified with respect to Class B Shares in this Agreement.

“Closing” has the meaning set forth in the Purchase Agreement.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

“Company” means MillerCoors LLC, a Delaware limited liability company formed pursuant to the Certificate and governed by this Agreement.

“Event of Withdrawal” means the death or dissolution of a Member.

“Indemnified Person” shall have the meaning given to such term in Section 5.2.

“JV Agreement” has the meaning set forth in the Recitals.

“Majority in Interest” means, as of any time of determination, the Members holding a majority of the Class A Shares outstanding at such time.

“Manager” means an individual serving as a member of the Board, who, for purposes of the Act, will be deemed a “manager” (as defined in the Act) but will be subject to the rights, obligations, limitations and duties set forth in this Agreement and, except to the extent expressly modified herein, the Act.

“MC Holding” has the meaning set forth in the Recitals.

“MC Holding Acquired Shares” has the meaning set forth in the Recitals.

“Member” means any of the parties identified on the Schedule of Members as a member or admitted as a member after the date of this Agreement in accordance with the terms hereof, in each case for so long as such Person continues to be a member hereunder.

“Miller” has the meaning set forth in the Recitals.

“MillerCoors Holdings” has the meaning set forth in the Recitals.

“MillerCoors Holdings Acquired Shares” has the meaning set forth in the Recitals.

“Molson Coors” has the meaning set forth in the Recitals.

3

“Officers” shall have the meaning given to such term in Section 4.5.

“Original Agreement” has the meaning set forth in the Recitals.

“Person” means a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation (whether or not for-profit), custodian, nominee or any other individual or entity in its own or any representative capacity.

“Prior Agreement” has the meaning set forth in the Recitals.

“Purchase Agreement” has the meaning set forth in the Recitals.

“Regulatory Allocations” has the meaning given to such term in Section 3.2(b).

“SABMiller” has the meaning set forth in the Recitals.

“Share” means a limited liability company interest in the Company representing a fractional part of the interest in profits, losses and distributions of the Company held by all Members and shall include Class A Shares and Class B Shares; provided, that any class, group or series of Shares issued shall have the relative rights, powers and obligations set forth in this Agreement.

“Tax Matters Member” has the meaning given to such term in Section 9.4.

“Terminated Member” means a Person who has ceased to be a Member pursuant to Section 6.4.

“Transfer” shall have the meaning given to such term in Section 6.1.

1.6Term. The Company shall continue until dissolved and terminated in accordance with Article VII.

1.7No State-Law Partnership. Except to the extent set forth in the next sentence, the Members intend that the Company not be a partnership (including a limited partnership) or joint venture and that no Member be a partner or joint venturer of any other Member by virtue of this Agreement and neither this Agreement nor any other document entered into by the Company or any Member shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for federal and, if applicable, state and local income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

ARTICLE II

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

2.1Capital Contributions.

(a)Persons admitted as Members of the Company shall make such contributions of cash (or promissory obligations), property or services to the Company as shall be determined by the Board and the Member making the contribution in their sole discretion at the time of each such admission and from time to time thereafter.

(b)No Member shall have any responsibility to contribute to or in respect of liabilities or obligations of the Company, whether arising in tort, contract or otherwise, or return

4

distributions made by the Company except as required by the Act or other applicable law. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or the management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Members for liabilities of the Company.

(c)No interest shall be paid by the Company on capital contributions.

(d)A Member shall not be entitled to receive any distributions from the Company except as provided in this Agreement, nor shall a Member be entitled to make any capital contribution to the Company, other than as expressly provided herein. Any Member may, with the approval of the Board, make loans to the Company, and any loan by a Member to the Company shall not be considered to be a capital contribution for any purpose.

(e)For purposes of this Agreement, the value of any property contributed by or distributed to any Member shall be as determined by the Board.

2.2Capital Accounts.

(a)A capital account shall be established and maintained for each Member (a “Capital Account”). Each Member’s Capital Account (i) shall be increased by (A) the amount of money contributed by that Member to the Company, (B) the fair market value of property contributed by that Member to the Company (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to under Section 752 of the Code), and (C) allocations to that Member of Company income and gain (or items of income and gain), including income and gain exempt from tax and income and gain described in Treas. Reg. § 1.704-1(b)(2)(iv)(g) but excluding income and gain described in Treas. Reg. § 1.704-1(b)(4)(i) and (ii) shall be decreased by (A) the amount of money distributed to that Member by the Company, (B) the fair market value of property distributed to that Member by the Company (net of liabilities secured by the distributed property that the Member is considered to assume or take subject to under Section 752 of the Code), (C) allocations to that Member of expenditures of the Company described in Section 705(a)(2)(B) of the Code, and (D) allocations of Company loss and deduction (or items of loss and deduction), including loss and deduction described in Treas. Reg. § 1.704-1(b)(2)(iv)(g), but excluding items described in clause (ii)(C) above, and loss or deduction described in Treas. Reg. § 1.704-1(b)(4)(i) or § 1.704-1(b)(4)(iii).

(b)The Members’ Capital Account shall be maintained and adjusted as permitted by the provisions of Treas. Reg.§ 1.704-1(b)(2)(iv)(f) and as required by the provisions of Treas. Reg. §§ 1.704-1(b)(2)(iv) and 1.704-1(b)(4), including adjustments to reflect the allocations to the Members of depreciation, depletion, amortization and gain or loss as computed for book purposes rather than the allocation of the corresponding items as computed for tax purposes, as required by Treas. Reg. § 1.704-1(b)(2)(iv)(g). Upon the transfer of all or part of a Member’s interest in the Company, the Capital Account of the transferor that is attributable to the transferred interest or part of the transferred interest shall carry over to the transferee Member in accordance with the provisions of Treas. Reg. § 1.704-1(b)(2)(iv)(l).

(c)The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Account are intended to comply with Treas. Reg. § 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Board determines that it is prudent to modify the manner in which the capital accounts, or any increases or decreases to the capital accounts, are computed in order to comply with such Treasury Regulations, the Board may authorize such modification.

5

ARTICLE III

DISTRIBUTIONS; ALLOCATIONS

3.1Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Board may determine. Unless the Board determines otherwise, distributions shall be made to Members pro rata based on the number of Shares held by each Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member on account of his, her or its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

3.2Allocations of Profits and Losses.

(a)Except as otherwise set forth in this Section 3.2 and Section 7.2(c), for Capital Account purposes, all items of income, gain, loss, and deduction shall be allocated among the Members pro rata based on the number of Shares held by each Member.

(b)The allocation and capital account maintenance provisions of Treasury Regulations under Section 704 of the Code are hereby incorporated by reference, including a “qualified income offset” within the meaning of Treas. Reg. § 1.704-1(b)(2)(ii)(d), the rules regarding allocation of “partner nonrecourse deductions” under Treas. Reg. § 1.704-2(i)(1), “minimum gain chargeback” under Treas. Reg. § 1.704-2(f) and “partner nonrecourse debt minimum gain chargeback” under Treas. Reg. § 1.704-2(i)(4), and the limitation on allocation of losses to any Member that would cause a deficit Capital Account in excess of such Member’s capital contribution obligations and share of minimum gain and partner nonrecourse debt minimum gain under Treas. Reg. § 1.704-1(b)(2)(ii)(d) as modified by Treas. Reg. §§ 1.704-2(g)(1) and 1.704-2(i)(5) (together, the “Regulatory Allocations”). For the avoidance of doubt, the foregoing regulatory allocations shall be taken into account in allocating income, gain, loss, and deduction among Members so that, to the extent possible, the net amount of such allocations of income, gain, loss, and deduction and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred.

3.3Tax Allocations. For U.S. federal income tax purposes, all items of income, gain, loss, credit and deduction shall be allocated to each Member in the same manner as provided in Section 3.2(a) and Section 3.2(b) to which such tax items relate except that items with respect to which there is a difference between Tax and book basis (as computed in accordance with Treas. Reg. §1.704-1(b)(2)(iv)(g)) will be allocated in accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, as determined in the discretion of the Tax Matters Member.

ARTICLE IV

MANAGEMENT

4.1Authority of Board. Except for situations in which the approval of one or more of the Members is required by the express terms of this Agreement or any other agreement to which the Company may be bound and subject to the provisions of this Section 4.1, (a) the Board shall conduct, direct and exercise full control over all activities of the Company, (b) all management powers over the business and affairs of the Company shall be exclusively vested in the Board and (c) the Board shall have the sole power to bind or take any action on behalf of the Company or to exercise any rights and powers (including the rights and powers to take certain actions, give or withhold certain consents or approvals or make certain determinations, opinions, judgments or other decisions) granted to the Company under this Agreement or any other agreement, instrument or other document to which the Company is a party.

6

4.2Composition of Board.

(a)Number and Appointment. The Board shall consist of three Managers. Thereafter, the number of Managers eligible to be on the Board shall be established from time to time by the Majority in Interest (such number not to exceed seven Managers in total), and the Majority in Interest shall have the right to appoint all Managers. The Managers shall be Mark R. Hunter, Tracey Joubert, and Samuel D. Walker.

(b)Term. Each Manager appointed shall serve effective upon the Company’s receipt of notice appointing such Manager (or at such later time or upon the happening of some event specified in such notice) from the Majority in Interest (except that the Managers identified by name in Section 4.2(a) shall serve from the date of this Agreement) and until a successor is appointed in accordance with the terms hereof or his or her earlier resignation, death or removal. A Manager will be removed from the Board, with or without cause, only at the written request of the Majority in Interest. A Manager may resign at any time by delivering written notice to the Company. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

(c)Vacancies. A vacancy on the Board because of resignation, death or removal of a Manager will be filled by the Majority in Interest. If the Majority in Interest fails to appoint a Manager pursuant to the terms of this Section 4.2, such position on the Board shall remain vacant until the Majority in Interest exercises its right to appoint a Manager as provided hereunder.

(d)Chairman. The Board shall designate one of the Managers to serve as Chairman. The Chairman shall be Mark R. Hunter.  The Chairman shall preside at all meetings of the Board. If the Chairman is absent, then the Managers present shall designate a Manager to serve as interim chairman for that meeting.

4.3Reimbursement; Compensation. The Managers shall be entitled to be reimbursed for their direct out-of-pocket travel expenses incurred in the course of their attendance at Board and Member meetings, and each non-employee Manager shall receive the same remuneration (including equity grants and/or other equity-based compensation) for serving as a Manager (if any) which is paid to any Manager.

4.4Board Actions; Meetings. Unless another percentage is set forth herein or required by applicable law, any determination or action required to be taken by the Board shall be taken by a majority of the Managers then in office (through meetings of the Board or written consents pursuant to this Section 4.4). A majority of the Managers then in office shall constitute a quorum sufficient for conducting meetings and making decisions. The vote of a majority of the Managers present at a meeting at which a quorum is present (with one vote per Manager) shall be the act of the Board. Regular meetings of the Board may be held on such date and at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called from time to time by any two Managers. Notice of each special meeting of the Board stating the date, place and time of such meeting shall be given to each Manager by hand, telephone, telecopy, overnight courier or the U.S. mail at least twenty-four (24) hours prior to any meeting of the Board. Notice may be waived before or after a meeting or by attendance without protest at such meeting. Any action to be taken by the Board may be taken at a meeting of the Board or by a written consent executed by Managers having not less than the minimum votes that would be necessary to authorize or take such action at a meeting. Prompt notice of the taking of any action by the Board without a meeting by less than unanimous consent will be given to those Managers who did not consent in writing to the action. Managers shall be entitled to participate in a meeting of the Board by means of telephone conference or similar communications equipment by which all Persons participating in the meeting can communicate with each other, and such participation in a meeting shall constitute presence in person at the meeting. The Board may adopt such other procedures governing meetings and the conduct of business at such meetings as it shall deem appropriate.

7

4.5Delegation of Authority.

(a)Generally. The Board may, from time to time, delegate to one or more Persons (including any Member or member, officer or other authorized person of the Board) such authority and duties as the Board may deem advisable; provided that no Person shall be delegated the power to take any action that would violate the express terms of this Agreement.

(b)Officers; Senior Leadership Team.

(i)Without limiting the generality of Section 4.5(a), the Board may from time to time designate individuals as officers of the Company (“Officers”), including such Officers as may from time to time be designated as members of the Company’s Senior Leadership Team, and such Officers shall have such authority and perform such duties as the Board may from time to time delegate to them, including on behalf of or in respect of the Company, and shall serve at the will of the Board. The members of the Company’s Senior Leadership Team shall be:

Name	Title
Gavin Hattersley	President and Chief Executive Officer
Scott Whitley	President and Chief Executive Officer, Tenth and Blake Beer Company
Kevin Doyle	President, Sales and Distributor Operations
Gregory Tierney	Chief Financial Officer
Fernando Palacios	Executive Vice President and Chief Integrated Supply Chain Officer
David Kroll	Chief Marketing Officer
Peter Marino	Chief Public Affairs and Communications Officer
Vicky Cookson	Chief People and Diversity Officer
Katherine H. Grebe	Chief Legal Officer, Corporate Services Officer and Secretary

(ii)The Officers of the Company and its subsidiaries, in the performance of their duties as such, shall owe to the Company and its subsidiaries fiduciary duties (including duties of loyalty and due care) of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware. Any delegation pursuant to this Section 4.5 may be revoked at any time by the Board. Any Officer shall have the authority to sign, or to appoint persons to sign, all documents submitted on the Company’s behalf to the Alcohol and Tobacco Tax and Trade Bureau or state or local alcoholic beverage regulatory or taxing authorities.

8

4.6Purchase of Membership Interest. Subject to the provisions of this Agreement and the terms of any other agreement to which the Board may be bound, the Board may cause the Company to purchase or otherwise acquire limited liability company interests in the Company; provided that this Section 4.6 shall not in and of itself obligate any Member to sell any limited liability company interests to the Company. So long as any such limited liability company interests are owned by the Company such limited liability company interests will not be considered outstanding for any purpose.

4.7Limitation of Liability.

(a)Duties of Manager; Limitation of Liability. Except as otherwise provided herein and to the maximum extent permitted by the Act, no present or former Manager nor any such Manager’s Affiliates, employees, agents or representatives shall be liable to the Company or to any Member for any act or omission performed or omitted by such Person in its capacity as Manager; provided that, except as otherwise provided herein, such limitation of liability shall not apply to the extent the act or omission was attributable to such Person’s gross negligence, willful misconduct, bad faith, fraud or knowing violation of law, in each case as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). Each Manager shall be entitled to rely upon the advice of legal counsel, independent public accountants and other experts, including financial advisors, and any act of or failure to act by such Manager in good faith reliance on such advice shall in no event subject such Manager or any of such Manager’s Affiliates, employees, agents or representatives to liability to the Company or any Member.

(b)Board Discretion. Whenever in this Agreement or any other agreement contemplated herein the Board is permitted or required to take any action or to make a decision or determination in its “good faith” or under another express standard, each Manager shall act under such express standard and, to the extent permitted by applicable law, shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein, and, notwithstanding anything contained herein to the contrary, so long as such Manager acts in good faith, the resolution, action or terms so made, taken or provided by the Board shall not constitute a breach of this Agreement or any other agreement contemplated herein or impose liability upon such Manager or any of such Manager’s Affiliates, employees, agents or representatives. With respect to any action taken or decision or determination made by the Board, it shall be presumed that the Managers acted in good faith and in compliance with this Agreement and the Act and any Person bringing, pleading or prosecuting any claim with respect to any action taken or decision or determination made by the Board shall have the burden of overcoming such presumption; provided that, for the avoidance of doubt, this sentence shall not be deemed to increase or place any duty of care or loyalty on the Board or any Manager.

(c)Limitation of Duties. To the maximum extent permitted by applicable law, the Company and each Member hereby waives any claim or cause of action against each Manager and each Member and their respective Affiliates, employees, agents and representatives (other than claims or causes of action against any such Person serving in his or her capacity as an officer, employee or service-provider of the Company or any of its subsidiaries) for any breach of any fiduciary duty to the Company or its Members or any of the Company’s subsidiaries by any such Person, including as may result from any conflict of interest, including a conflict of interest between the Company or its Members or any Member’s equity holders or any of the Company’s subsidiaries and such Person or otherwise, any breach of loyalty or any breach of the duty of care; provided that, with respect to actions or omissions by a Manager, such waiver shall not apply to the extent the act or omission was attributable to such Manager’s gross negligence, willful misconduct, bad faith, fraud or knowing violation of law, in each case as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). Each Member acknowledges and agrees that in the event of any such conflict of

9

interest, each such Person (in the absence of bad faith) may act in the best interests of such Person or its Affiliates, employees, agents and representatives. No Manager or Member (other than any Person serving as an officer, employee or service-provider of the Company or any of its subsidiaries) shall be obligated to give any consideration to any interest of or factors affecting the Company or any of its subsidiaries or any Member, or to recommend or take any action in its capacity as a Manager or Member that prefers the interests of the Company or any of its subsidiaries or any Member over the interests of such Person or its Affiliates, employees, agents or representatives, and each of the Company and each Member hereby waives the fiduciary duty, if any, of such Person to the Company and/or its Members, including in the event of any such conflict of interest or otherwise; provided that, with respect to actions or omissions by any Manager, such waiver shall not apply to the extent the act or omission was attributable to such Manager’s gross negligence, willful misconduct, bad faith, fraud or knowing violation of law, in each case as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the Company and each Member to replace such other duties and liabilities of such Indemnified Person. Except as expressly set forth herein or in another agreement between such Indemnified Person and the Company or any of its subsidiaries or Affiliates, to the fullest extent permitted by applicable law, no Indemnified Person will have any fiduciary duties to the Company or any Member, and will otherwise not have any obligations other than such obligations as specifically provided by this Agreement or any such other agreement.

(d)Effect on Other Agreements. This Section 4.7 shall not in any way affect, limit or modify any Person’s duties, liabilities or obligations under any employment agreement, consulting agreement, management services agreement, confidentiality agreement, non-competition agreement, non-solicitation agreement or any similar agreement with any Manager, the Company or any of their respective subsidiaries.

ARTICLE V

EXCULPATION AND INDEMNIFICATION

5.1Exculpation. No present or former Officer or Manager shall be liable to any Manager, the Company or any Member for any loss suffered by the Company or any Member unless such loss is caused by such Person’s gross negligence, willful misconduct, bad faith, fraud, knowing violation of law or breach of the express terms of this Agreement, in each case, as determined by a final judgment, order or decree of an arbitrator or a court of competent jurisdiction (which is not appealable or with respect to which the time for appeal therefrom has expired and no appeal has been perfected). Any Officer or Manager may consult with counsel and accountants and other experts, including financial advisors, in respect of Company affairs and, provided such Person acts in good faith reliance upon the advice or opinion of such counsel or accountants or other experts, such Person shall not be liable for any loss suffered by the Company or any Member in reliance thereon. The preceding sentence shall in no way limit any Person’s right to rely on information to the extent provided in Section 18-406 of the Act. No Member or Manager of the Company shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation or liability of the Company, whether that liability or obligation arises in contract, tort or otherwise, solely by reason of being a Member or Manager of the Company or any combination of the foregoing.

5.2Right to Indemnification. The Company hereby agrees to indemnify and hold harmless any Person (each an “Indemnified Person”) to the fullest extent permitted under the Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits

10

the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment), against all expenses, liabilities and losses (including attorney fees, judgments, fines, excise taxes or penalties) reasonably incurred or suffered by such Person (or one or more of such Person’s Affiliates) by reason of the fact that such Person is or was a Member or is or was serving as a Manager or Officer or is or was serving at the request of the Company or the Board as a managing member, manager, officer, director, principal or member of another corporation, partnership, joint venture, limited liability company, trust or other enterprise if, in each case, and unless otherwise determined by the Board in good faith, such Indemnified Person acted in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interests of the Company or of such corporation, partnership, joint venture, limited liability company, trust or other enterprise and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Person’s conduct was unlawful; provided that (A) unless the Board otherwise determines, no Person shall be entitled to indemnification hereunder with respect to a proceeding initiated by such Person or with respect to a proceeding between such Person or such Person’s Affiliates (excluding, for purposes hereof, the Company’s Members or any of their respective subsidiaries) on the one hand and the Company or any of its Affiliates on the other; and (B) no Person shall be indemnified for any expenses, liabilities and losses suffered that are attributable to such Person’s or its Affiliates’ (excluding, for purposes hereof, the Company’s Members’ and their respective subsidiaries’) present or future breaches of any representations, warranties or covenants by such Indemnified Person or its Affiliates (excluding, for purposes hereof, the Company’s Members and their respective subsidiaries), employees, agents or representatives contained herein or in any other agreement with the Company’s Members or any of their respective subsidiaries. Expenses, including attorneys’ fees and expenses, incurred by any such Indemnified Person in defending a proceeding shall be paid by the Company as incurred in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company. The rights granted pursuant to this Article V shall be deemed contract rights and no amendment, modification or repeal of this Article V shall have the effect of limiting or denying any such rights with respect to actions taken or proceedings arising prior to any amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article V could involve indemnification for negligence or under theories of strict liability.

5.3Nonexclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article V shall not be exclusive of any other right which a Member, Manager, Officer or other Person indemnified pursuant to Section 5.2 may have or hereafter acquire under any law (common or statutory), provision of the Certificate or this Agreement, other agreement, vote of Members or the Board or otherwise.

5.4Insurance. The Company may purchase and maintain insurance or cause its subsidiaries to purchase and maintain insurance, at its or their expense, to protect itself and any Person who is or was serving as a Manager, an Officer or an agent of the Company or is or was serving at the request of the Company or the Board as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under this Article V.

5.5Limitation. Notwithstanding anything contained herein to the contrary (including in this Article V), any indemnity by the Company relating to the matters covered in this Article V shall be provided out of and to the extent of the Company’s assets only and no Member (unless such Member otherwise agrees in writing or is found in a final decision by a court of competent jurisdiction to have personal liability on account thereof) shall have personal liability on account thereof or shall be required

11

to make additional capital contributions to help satisfy such indemnity of the Company (except as expressly provided herein).

5.6Effect on Other Agreements and Partners’ Obligations. This Article V shall not in any way affect, limit or modify any Member’s liabilities or obligations under this Agreement or any Officer’s or employee’s liabilities or obligations under any employment agreement, consulting agreement, confidentiality agreement, noncompete agreement, nonsolicit agreement or any other agreement with the Company or any of its subsidiaries or Affiliates.

5.7Savings Clause. If this Article V or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Manager, an Officer or any other Person indemnified pursuant to this Article V to the fullest extent permitted by any applicable portion of this Article V that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE VI

TRANSFERS AND MEMBER RIGHTS

6.1Transfer of Company Interest.

(a)No Member shall sell, assign, transfer or otherwise dispose of, whether voluntarily or involuntarily or by operation of law (a “Transfer”), all or any portion of his, her or its interest in the Company without the prior written consent of the Board, which consent may be given or withheld in its sole discretion. No Member shall pledge or otherwise encumber all or any portion of his, her or its interest in the Company, without the prior written consent of the Board, which consent may be given or withheld in its sole discretion.

(b)Notwithstanding any other provision of this Agreement, any Transfer by a Member in contravention of any of the provisions of this Section 6.1 shall be void and ineffective and shall not bind or be recognized by the Company.

(c)If and to the extent any Transfer of an interest in the Company is permitted hereunder, this Agreement (including the exhibits hereto) shall be amended by the Board to reflect the Transfer of the Company interest to the transferee, to admit the transferee as a Member and to reflect the elimination of the transferring Member (or the reduction of such transferring Member’s interest in the Company) and (if and to the extent then required by the Act) a certificate of amendment to the Certificate reflecting such admission and elimination (or reduction) shall be filed in accordance with the Act. The effectiveness of the Transfer of an interest in the Company permitted hereunder and the admission of any substitute Member pursuant to this Section 6.1 shall be deemed effective immediately prior to the Transfer of an interest in the Company to such Member or, if later, on the first date that the Board receives evidence of such Transfer including the terms thereof. If the transferring Member has transferred all or any of its interest in the Company pursuant to this Section 6.1, then, immediately following such transfer or, if later, on the first date that the Board receives evidence of such Transfer including the terms thereof, the transferring Member shall cease to be a Member with respect to the interest transferred.

(d)Any Person who acquires in any manner whatsoever any interest in the Company, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have (i) made all of the capital contributions made by, (ii) received all of the

12

distributions received by, and (iii) agreed to be subject to and bound by all the terms and conditions of this Agreement that, any predecessor in such interest in the Company made, received and was subject to or bound.

6.2Member Rights; Meetings.

(a)No Member, unless such Member is also a Manager, shall have any right, power or duty, including the right to approve or vote on any matter, except as expressly required by the Act or other applicable law or as expressly provided for hereunder.

(b)Unless a greater vote is required by the Act or expressly provided for hereunder, the affirmative vote of a Majority in Interest shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunder.

(c)Meetings of the Members for the transaction of such business as may properly come before such Members shall be held at such place, on such date and at such time as the Board shall determine. Special meetings of Members for any proper purpose or purposes may be called at any time by the Board or the Members holding a Majority in Interest. The Company shall deliver oral or written notice (written notice may be delivered by mail or facsimile) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two (2) and no more than sixty (60) days before the date of the meeting; provided that any Member may waive such notice in writing and that participation in any such meeting without object to insufficient notice shall be deemed waiver thereof.

(d)Any action required or permitted to be taken at an annual or special meeting of the Members may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Members holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote on such action were present and voted.  Every written consent shall bear the date and signature of each Member who signs such consent. Prompt notice of the taking of action without a meeting by less than unanimous written consent shall be given to all Members who have not consented in writing to such action.

6.3Additional Members. The Board shall have the sole right to admit additional Members upon such terms and conditions and at such time or times as the Board shall in its sole discretion determine. In connection with any such admission, the Board shall amend the Schedule of Members to reflect the name and address of the additional Member.

6.4Termination of a Member. A Person will no longer be a Member for purposes of this Agreement upon an Event of Withdrawal. The Terminated Member shall only be entitled to continue to receive distributions of the Company, including distributions pursuant to Article III, as and when paid by the Company, to the same extent such Terminated Member was entitled to such distributions as a Member. Such Terminated Member will not be entitled to participate in any Company decision or determination, and his, her or its successors and assigns will acquire only his, her or its right to share in Company distributions.

13

ARTICLE VII

DURATION

7.1Duration. Subject to Section 7.2 of this Agreement, the Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

(a)The determination of the Board to dissolve the Company; or

(b)The entry of a decree of judicial dissolution under Section 18-802 of the Act.

Except as otherwise set forth in this Article VII, the Members intend for the Company to have perpetual existence. No other event (including an event described in Section 18-801(4) of the Act) will cause the Company to dissolve.

7.2Winding Up. Upon dissolution of the Company, the Company shall be liquidated in an orderly manner. The Board shall be the liquidator pursuant to this Agreement and shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. The steps to be accomplished by the liquidator are as follows:

(a)First, the liquidator shall satisfy all of the Company’s debts and liabilities to creditors other than Members (whether by payment or the reasonable provision for payment thereof);

(b)Second, the liquidator shall satisfy all of the Company’s debts and liabilities to Members (whether by payment or the reasonable provision for payment thereof); and

(c)Third, the balance, if any, to the Members in accordance with the positive balance in their Capital Accounts, after giving effect to all contributions, distributions and allocations for all periods; provided, that prior to making any such distribution, and after giving effect to all contributions, distributions and allocations for all prior periods, items of income, gain, loss and deduction (including any items attributable to the disposition of property pursuant to this Section 7.2) for the Tax Year during which the Liquidation Date occurs shall be allocated among the Members in such manner as to ensure that, to the greatest extent feasible, following those allocations, the balances in the Capital Accounts of the Members are expected to be equal to the net amount that would so be distributed to such Member in accordance with Section 3.1 (provided that, in the case of a distribution of any non-cash assets, such non-cash assets will first be written up or down to their fair market value, thus creating hypothetical gain or loss (if any), which hypothetical gain or loss shall be allocated to the Members’ Capital Accounts in accordance with the requirements of Treas. Reg. § 1.704-1(b) and other applicable provisions of the Code and this Agreement).

All distributions made pursuant to this section 7.2 shall be made no later than the end of the Company taxable year during which the liquidation of the Company occurs (or, if later, within ninety (90) days after the date of such liquidation).

7.3Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Article VII, and the Certificate shall have been canceled in the manner required by the Act.

14

ARTICLE VIII

CERTIFICATION OF MEMBERSHIP INTERESTS

No Shares issued hereunder shall be certificated unless the Board elects to so certificate such interests. In the event that certificates representing Shares are issued, such certificates will bear the following legend:

“THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF                   ,         , HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE TRANSFER OF THE INTEREST REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN A SECOND AMENDED AND RESTATED OPERATING AGREEMENT, AS AMENDED FROM TIME TO TIME, GOVERNING THE ISSUER (THE “COMPANY”), BY AND AMONG THE ISSUER AND ITS MEMBERS. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.”

ARTICLE IX

BOOKS OF ACCOUNT; RECORDS

9.1Books. The Board will maintain, on behalf of the Company, complete and accurate books of account of the Company’s affairs at the Company’s principal office, which books will be open to inspection by any Member (or his authorized representative) at any time during ordinary business hours and shall be maintained in accordance with the Act.

9.2Tax Returns.  The Company shall prepare or cause to be prepared all required U.S. federal, state, local and foreign tax returns of the Company in accordance with applicable Law and shall cause such tax returns to be timely filed.

9.3Fiscal Year. The fiscal year of the Company shall be as determined by the Board.

9.4Tax Matters Member. MC Holding shall be the “tax matters partner” (within the meaning of Section 6231 of the Code) to the extent applicable for taxable years beginning before December 31, 2017, and the “partnership representative” (within the meaning of Section 6223(a) of the Code, as amended by the Budget Act) (in each case, Tax Matters Member”).  Each Member agrees that the Board is authorized to take (or cause the Company to take) such other actions as may be necessary pursuant to the Treasury Regulations or other IRS or Treasury guidance to cause the Tax Matters Member to be designated as the “partnership representative.”  The Tax Matters Member is authorized to represent the Company before the Internal Revenue Service and any other governmental agency with jurisdiction, and to sign such consents and to enter into settlements and other agreements with such agencies as MC Holding deems necessary or advisable. The Board may replace the Tax Matters Member at any time.

15

ARTICLE X

MISCELLANEOUS

10.1Amendments. This Agreement may be amended or modified and any provision hereof may be waived only by the Majority in Interest; provided, however, that any amendment or modification increasing a Person’s capital contribution shall be effective only with that Person’s consent.

10.2Entire Agreement. This Agreement, those documents expressly referred to herein and those other documents dated as of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way (including the Prior Agreement, which is hereby amended and restated as and to the extent provided herein). Notwithstanding anything to the contrary contained in this Agreement or otherwise, it is acknowledged and agreed that all rights and obligations of the parties under the Prior Agreement as of the Closing survived the Closing (and shall survive the amendment and restatement of the Prior Agreement hereby) in accordance with their respective terms; provided, that, from and after the Closing, neither SABMiller nor any of its subsidiaries shall have any further rights or obligations under the Prior Agreement, other than (i) the rights and obligations under Section 10 (Liability and Indemnification; Insurance), Section 11 (Waiver of Certain Duties), Section 26 (Confidentiality), Section 28 (Duration), Section 29 (Arbitration), Section 33 (Severability), Section 38 (Governing Law), Section 39 (Information Rights), Section 40 (Molson Coors and SABMiller Guarantees) (solely to the extent related to rights and obligations of SABMiller or its subsidiaries that survive the Closing), Section 41 (Reasonableness of Provisions) and any other provisions of the Prior Agreement or defined terms under the Prior Agreement necessary to give such provisions of the Prior Agreement effect, each of which will continue in full force and effect (including as if this Agreement had never been entered into), and (ii) to the extent they relate to Tax matters for taxable periods (or portions thereof) ending on or before Closing, the rights and obligations under Section 3.3 (Maintenance of Capital Accounts), Section 16.3 (Withholding), Section 17 (Allocations of Profits and Losses) and Section 25 (Tax Compliance) (other than Section 25.5 (TMA Compliance), each of which shall remain in effect (including as if this Agreement had never been entered into) until the expiration of the statute of limitations for all such taxable periods (or portions thereof); provided that, notwithstanding anything to the contrary in the Purchase Agreement, Section 5.08 of the Purchase Agreement shall have priority over any contrary or conflicting terms in Schedule 8 to the Purchase Agreement or in the Prior Agreement and, in particular, (x) SABMiller shall reimburse the Company for 58% of any costs and expenses incurred by the Company pursuant to Section 25.1 (Tax Returns) or Section 25.4 (Consistent Treatment and Cooperation) of the Prior Agreement, (y) consistent with Section 5.08(e) of the Purchase Agreement, Molson Coors (or its designee) shall be appointed, and SABMiller shall be removed, as Tax Matters Shareholder with respect to all taxable periods of the Company, and (z) any and all reasonable costs and expenses incurred by the Company or any of its affiliates with respect to any Tax audit or Tax proceeding for any taxable period (or portion thereof) ending on or before the Closing Date shall be borne 42% by Molson Coors and 58% by SABMiller.

10.3Successors. Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding upon the Members and their respective legal representatives, heirs, successors and assigns.

10.4Governing Law; Severability. This Agreement is governed by and shall be construed in accordance with the law of the State of Delaware excluding any conflict-of-laws rule or principle that might refer the governance or the construction of this Agreement to the law of another jurisdiction. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate or any mandatory provision of the Act, the applicable provision of the Certificate or the Act shall control. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any

16

applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

10.5Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given only (i) when delivered personally to the recipient, (ii) one (1) business day after being sent to the recipient by reputable overnight courier service (charges prepaid) provided that confirmation of delivery is received, (iii) upon machine-generated acknowledgment of receipt after transmittal by facsimile (provided that a confirmation copy is sent via reputable overnight courier service for delivery within two (2) business days thereafter), or (iv) five (5) business days after being mailed to the recipient by certified or registered mail (return receipt requested and postage prepaid), in each case to the addresses or telecopy numbers set forth on the Schedule of Members or to such other addresses or telecopy numbers as have been supplied in writing to the Company.

10.6Headings; Construction; Counterparts. Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural and pronouns stated in either the masculine, feminine or the neuter gender shall include the masculine, the feminine and the neuter. All references to Articles and Sections refer to articles and sections of this Agreement. Reference in this Agreement to “including,” “includes” and “include” shall be deemed to be followed by the words “without limitation.” This Agreement may be executed and delivered by each party hereto in separate counterparts (including by means of facsimile or electronic transmission in portable document format), each of which when so executed and delivered shall be deemed an original and both of which taken together shall constitute one and the same agreement.

10.7Partition; Appraisal Rights. Each Member waives, until termination of the Company, any and all rights that it may have to maintain an action for partition of the Company’s property. Section 18-210 of the Act (entitled “Contractual Appraisal Rights”) shall not apply or be incorporated into this Agreement and the Members hereby expressly waive all rights under Section 18-210 of the Act.

[Remainder of Page Intentionally Left Blank]

17

IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Second Amended and Restated Operating Agreement as of the date first written above.

THE COMPANY
MILLERCOORS LLC
By:	/s/ E. Lee Reichert
Name:	E. Lee Reichert
Its:	Assistant Secretary
MEMBERS
MC HOLDING COMPANY LLC
By:	/s/ E. Lee Reichert
Name:	E. Lee Reichert
Its:	Secretary
MILLERCOORS HOLDINGS LLC
By:	/s/ E. Lee Reichert
Name:	E. Lee Reichert
Its:	Secretary

MILLER COORS LLC

Schedule of Members

November 30, 2016

MEMBER AND NOTICE ADDRESS	CLASS A SHARES	CLASS B SHARES
MC Holding Company LLC 1801 California Street, Ste. 4600 Denver, Colorado 80202 Attention:    Samuel Walker, Chief Legal Officer E. Lee Reichert, Secretary Facsimile:    (303) 927-2416 Email:           samuel.walker@molsoncoors.com lee.reichert@molsoncoors.com	747,775	160,000
MillerCoors Holdings LLC 1801 California Street, Ste. 4600 Denver, Colorado 80202 Attention:    Samuel Walker, Chief Legal Officer E. Lee Reichert, Secretary Facsimile:    (303) 927-2416 Email:           samuel.walker@molsoncoors.com lee.reichert@molsoncoors.com	92,225	—
Totals:	840,000	160,000

EX-3.10

Exhibit 3.10

Colorado Secretary of State Date and Time: 12/25/2010 05:44 PM ID Number: 19901079745 Document number: 20101694869 Amount Paid: $100.00 Document must be filed electronically. Paper documents will not be accepted. Document processing fee Fees & forms/cover sheets are subject to change. To access other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center. $50.00 ABOVE SPACE FOR OFFICE USE ONLY Articles of Incorporation for a Profit Corporation filed pursuant to § 7-102-101 and § 7-102-102 of the Colorado Revised Statutes (C.R.S.) 1. The domestic entity name for the corporation is _CO_ORS B_REWING C_OMP_ANY . (The name of a corporation must contain the term or abbreviation “corporation”, “incorporated”, “company”, “limited”, “corp.”, inc.”, “co.” or “ltd.”. See §7-90-601, C.R.S. If the corporation is a professional or special purpose corporation, other law may apply.) (Caution: The use of certain terms or abbreviations are restricted by law. Read instructions for more information.) 2. The principal office address of the corporation’s initial principal office is _c_/_o Mo_lso_n C_oo_r_s_Br_e_win_g Co_mp_an_y Street address (Street number and name) _1_2_2 5_1 7_t_h_S t_re_e t, S_u_i_te 3_2 0_0 _De_n_v_e_r _C_O _8_0_20_2 (City) (State) _U_nit_e_d S_t_a_te_s (ZIP/Postal Code) (Province – if applicable) (Country) Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information) (City) (State) (ZIP/Postal Code) . (Province – if applicable) (Country) 3. The registered agent name and registered agent address of the corporation’s initial registered agent are Name (if an individual) OR (Last) (First) (Middle) (Suffix) _T_he_Co_r_p_orati_o_n Co_mp_a_ny (if an entity) (Caution: Do not provide both an individual and an entity name.) _1_6_75 B_r_o_a_dw_a y Street address (Street number and name) _S_u it_e 1_2_0_0 _8_0_2 0_2 _De_n_v_e_r CO (City) (State) (ZIP/Postal Code) ARTINC_PC Page 1 of 3 Rev. 02/28/2008

Mailing address (leave blank if same as street address) (Street number and name or Post Office Box information) CO . (City) (State) (ZIP/Postal Code) (The following statement is adopted by marking the box.) The person appointed as registered agent above has consented to being so appointed. 4. The true name and mailing address of the incorporator are Name (if an individual) (Last) (First) (Middle) (Suffix) OR (if an entity) _Mo_l_s_o_n Co_o_r_s B_r_e_w ing Co_mp_an_y (Caution: Do not provide both an individual and an entity name.) _1_2_25 1_7_t_h S_t_r_e_e_t Mailing address (Street number and name or Post Office Box information) _S_u it_e 3_2_0_0 _D_en_v_e_r _C_O _8_0_20_2 (City) (State) _U_nit_e_d S_t_a_te (ZIP/Postal Code) s_. (Province – if applicable) (Country) (If the following statement applies, adopt the statement by marking the box and include an attachment.) The corporation has one or more additional incorporators and the name and mailing address of each additional incorporator are stated in an attachment. 5. The classes of shares and number of shares of each class that the corporation is authorized to issue are as follows. (If the following statement applies, adopt the statement by marking the box and enter the number of shares.) The corporation is authorized to issue common shares that shall have unlimited voting rights and are entitled to receive the net assets of the corporation upon dissolution. (If the following statement applies, adopt the statement by marking the box and include an attachment.) Additional information regarding shares as required by section 7-106-101, C.R.S., is included in an attachment. (Caution: At least one box must be marked. Both boxes may be marked, if applicable.) 6. (If the following statement applies, adopt the statement by marking the box and include an attachment.) This document contains additional information as provided by law. 7. (Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.) (If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.) The delayed effective date and, if applicable, time of this document is/are . (mm/dd/yyyy hour:minute am/pm) ARTINC_PC Page 2 of 3 Rev. 02/28/2008 

Notice: Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered. 8. The true name and mailing address of the individual causing the document to be delivered for filing are _B_e_ck _Me_g (Last) _1_2_2_5 1_7_t_h S_tr_e_e_t (First) (Middle) (Suffix) (Street number and name or Post Office Box information) _S_u_i_t_e_3 2_0_0 _D_e n_v_e_r _C_O _8_0_2 0_2 (City) (State) _U_n_i_ted_Sta_t_e_s (ZIP/Postal Code) . (Province – if applicable) (Country) (If the following statement applies, adopt the statement by marking the box and include an attachment.) This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing. Disclaimer: This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. be addressed to the user’s legal, business or tax advisor(s). Questions should ARTINC_PC Page 3 of 3 Rev. 02/28/2008

COORS BREWING COMPANY CAPITAL STOCK 1. Authorized Capital. The aggregate number of shares that the Corporation shall have authority to issue is 100 shares of common stock (the "Common Stock") and 10,000,000,000 shares of preferred stock, all without par value, with the power to divide the shares in the capital for the time being into classes or series and to attach thereto respectively any preferred, deferred or qualified rights, privileges or conditions, including restrictions on voting rights and including redemption, purchase and other acquisition of such shares, subject, however, to the laws of the State of Colorado. 2. Voting. Each shareholder of Common Stock of record shall be entitled to vote and shall have one vote for each share of Common Stock outstanding in such shareholder's name on the books and records of the Corporation, except that in the election of directors such shareholder shall have the right to vote such number of shares for as many persons as there are directors to be elected. Cumulative voting shall not be allowed in the election of directors or for any other purpose. Except as otherwise provided in the laws of the State of Colorado, the holders of referred stock shall not be entitled to receive notice of, or to attend or to vote at, any meeting of the shareholders of the Corporation. PREFERENCES, LIMITATIONS AND RIGHTS OF CAPITAL STOCK 1. Designation of the Preferences, Limitations and Relative Rights of the Corporation's Series A Preferred Stock. (a) Designation and Number of Shares. The designation of the series of preferred stock authorized hereby shall be Series A Preferred Stock (the "Series A Preferred Stock"). The maximum number of shares of Series A Preferred Stock shall be 10,000,000,000 shares. Except as otherwise provided in this Certificate of Incorporation or as otherwise required by applicable law, all shares of Series A Preferred Stock shall be identical in all respects and shall entitle the holders thereof to the same rights, powers, preferences and privileges, subject to the same qualifications, limitations and restrictions. (b) Definitions. With respect to the Series A Preferred Stock, the following terms shall have the meanings ascribed to them below: (i) "Act" means the Colorado Business Corporations Act, as amended. (ii) "Redemption Amount" in respect of each share of Series A Preferred Stock means U.S. $100.00. (iii) "Redemption Date" means in respect of each share of Series A Preferred Stock, the date that is twenty-five (25) years from the date of issuance of such share of Series A Preferred Stock. (iv) "Redemption Price" in respect of each share of Series A Preferred Stock means the Redemption Amount together with accrued and unpaid dividends up to the date of liquidation, dissolution or winding up or the date of redemption, as the case may be.

(c) Dividends. (i) The holders of the Series A Preferred Stock shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the Board of Directors of the Corporation (the "Board of Directors") out of the moneys of the Corporation properly applicable to the payment of dividends, cumulative preferential dividends at a rate per share of five percent (5%) of the Redemption Amount per annum. (ii) Payment of dividends (less any tax required to be withheld by the Corporation) shall, subject as hereinafter provided, be made by check of the Corporation payable at par at any branch in the United States of the Corporation's bankers or in such other manner as the payee may approve. Dividends which are represented by a check which has not been presented to the Corporation's bankers for payment or that otherwise remain unclaimed for a period of six (6) years from the date on which they were declared to be payable shall be forfeited to the Corporation. (iii) Except with the consent in writing of the holders of all the Series A Preferred Stock outstanding, no dividends shall at any time be declared and paid, or declared and set aside for payment, on the Common Stock or any other shares of the Corporation ranking junior to the Series A Preferred Stock, in any year, unless accrued and unpaid dividends as provided for above have been declared on the Series A Preferred Stock and the full amount of such dividends on the Series A Preferred Stock then issued and outstanding shall have been paid, or provided for, at the date of such declaration and payment or setting aside of dividends on the Common Stock or other shares of the Corporation ranking junior to the Series A Preferred Stock. (iv) The holders of the Series A Preferred Stock shall not be entitled to any dividends other than or in excess of the dividends hereinbefore provided for. (d) No Voting Rights. Except as otherwise provided in the Act, the holders of the Series A Preferred Stock shall not be entitled to receive notice of, or to attend or to vote at, any meeting of the shareholders of the Corporation. (e) Liquidation, Dissolution or Winding-up. In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other return of capital or distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of the Series A Preferred Stock shall be entitled to receive in respect of each such share, before any distribution of any part of the assets of the Corporation among the holders of the Common Stock and any other shares of the Corporation ranking junior to the Series A Preferred Stock, an amount equal to the Redemption Price. After payment to the holders of the Series A Preferred Stock of the amount so payable to such holders as herein provided, the holders of the Series A Preferred Stock shall not be entitled to share in any further distribution of the property or assets of the Corporation. (f) Mandatory Redemption. The Corporation shall, on each Redemption Date with respect to Series A Preferred Stock, redeem all Series A Preferred Stock required to be redeemed by paying to such holder an amount equal to the aggregate Redemption Price on presentation and surrender of the certificate(s) for the Series A Preferred Stock to be so redeemed at the registered office of the Corporation. The certificate(s) for such Series A Preferred Stock shall thereupon be cancelled and the Series A Preferred Stock represented 2

thereby shall thereupon be redeemed. Payment of the aggregate Redemption Price for the Series A Preferred Stock to be redeemed shall be made, at the option of the Corporation, (i) by delivery to such holder of a check of the Corporation payable at par at any branch in the United States of the Corporation's bankers or (ii) by wire transfer by the Corporation to the holder of the Series A Preferred Stock. From and after the Redemption Date, such Series A Preferred Stock shall cease to be entitled to dividends and the holder thereof shall not be entitled to exercise any of the rights of holders of Series A Preferred Stock in respect thereof unless payment of the said Redemption Price is not made on the Redemption Date, in which case the rights of the holder of the Series A Preferred Stock shall remain unaffected until payment in full of the Redemption Price. (g) Partial Redemption. If fewer than all Series A Preferred Stock represented by a certificate are redeemed, the holder shall be entitled to receive, at the expense of the Corporation, a new certificate representing the Series A Preferred Stock which have not been redeemed. (h) Restriction on Dividends and Other Distributions. Except with the consent in writing of the holders of all the Series A Preferred Stock outstanding, no dividends shall at any time be declared and paid, or declared and set aside for payment, and no other distributions shall at any time be made on or in respect of the Common Stock, or any other shares of the Corporation ranking junior to the Series A Preferred Stock, if the payment or setting aside for payment of such dividend or the making of such distribution would impair the ability of the Corporation to redeem any Series A Preferred Stock pursuant to paragraph I(£). (i) Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing shares of Series A Preferred Stock (including fractional shares), and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation, or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on the Series A Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate. (j) Amendment and Waiver. No amendment, modification or waiver of any provision hereof shall be binding or effective without the prior written consent of the holders of a majority of the Series A Preferred Stock outstanding at the time such action is taken. (k) Notices. Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be delivered by (i) registered or certified mail, return receipt requested and postage prepaid, (ii) by reputable overnight courier service, charges prepaid, or (iii) via electronic mail or facsimile and shall be deemed to have been given when so mailed or sent (1) to the Corporation, at its principal executive offices and (2) to any stockholder, at such holder's address as it appears in the stock records of the Corporation (unless otherwise indicated by any such holder). 3

2. Preemptive Rights. No shareholder of the Corporation shall have any pre-emptive or preferential right of subscription to any shares of any class of stock of the Corporation, whether now or hereafter authorized, or to any obligations convertible into shares of the Corporation, issued or sold, nor any right of subscriptions to any shares other than such right, if any, and at such price as the Board of Directors, in its discretion from time to time may determine, pursuant to the authority thereby conferred by the Articles of Incorporation, and the Board of Directors may issue shares of the Corporation or obligations of the Corporation convertible into shares without offering such issue, either in whole or in part, to the shareholders of the Corporation. The Board of Directors may issue stock options to directors, officers, and employees in accordance with applicable law and without first offering such options to shareholders of the Corporation, and no shareholders shall have any pre-emptive right in, or pre-emptive right to subscribe to, any such options or the underlying shares issued pursuant to such options. 4

EX-3.11

Exhibit 3.11

AMENDED AND RESTATED BYLAWS

(THESE “BYLAWS”)

OF

COORS BREWING COMPANY

a Colorado corporation

ARTICLE I

Offices

1.Principal Office.  The principal office of Coors Brewing Company (the “Company”) shall be designated from time to time by the Board of Directors and may be within or outside of Colorado.

2.Registered Office.  The registered office of the Company required by the Colorado Business Corporation Act, as it may be amended or superseded, together with the Colorado Corporations and Associations Act, as amended or superseded (collectively, the “Act”), to be maintained in the State of Colorado may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time by the Board of Directors.

3.Other Offices.  The Company may have one or more offices at such place or places within or outside of Colorado as the Board of Directors may from time to time determine or as the business of the Company may require.

ARTICLE II

Shareholders’ Meetings

1.Annual Meetings.  The annual meeting of the shareholders shall be held annually on such date and at such time and place as may be determined by the Board of Directors (or by the President in the absence of action by the Board of Directors) from time to time.  At such meeting, the shareholders shall elect a Board of Directors and shall transact such other business as may be brought properly before the meeting.  If the election of directors is not held on the day fixed as provided herein for any annual meeting of the shareholders, or any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as it may conveniently be held.

A shareholder may apply to the district court in the county in Colorado where the Company’s principal office is located or, if the Company has no principal office in Colorado, to the district court of the county in which the Company’s registered office is located to seek an order that a shareholders’ meeting be held (i) if an annual meeting was not held within six months after the close of the Company’s most recently ended fiscal year or fifteen months after its last annual meeting, whichever is earlier, or (ii) if the shareholder participated in a proper call

1

of, or proper demand for, a special meeting and notice of the special meeting was not given within thirty days after the date of the call or the date the last of the demands necessary to require calling of the meeting was received by the Company pursuant to C.R.S. § 7–107–102(1)(b), or the special meeting was not held in accordance with the notice.

2.Special Meetings.  Special meetings of shareholders for any purpose or purposes, unless otherwise prescribed by the Act or by the Articles of Incorporation of the Company, as in effect from time to time (the “Articles of Incorporation”), may be called at any time by the Chairman, by the President (if he is also a member of the Board of Directors) or by the Board of Directors.  A special meeting shall be called by the President or the Secretary upon one or more written demands (which shall state the purpose or purposes therefor) signed and dated by the holders of shares representing not less than ten percent of all votes entitled to be cast on any issue proposed to be considered at the meeting.

3.Place of Meetings.  The Board of Directors may designate any place, either within or outside of Colorado, as the place for any annual meeting or any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or outside of Colorado, as the place for such meeting.  If no place is designated in the notice, or if a special meeting is called other than by the Board of Directors, the place of the meeting shall be the principal office of the Company.

4.Notice of Meetings.  Not less than ten nor more than sixty days prior to each annual or special meeting of shareholders, written notice of the date, time and place of each meeting shall be given to each shareholder entitled to vote at such meeting.  If the authorized shares of the Company are proposed to be increased, at least thirty days’ notice in like manner shall be given.  If the Act prescribes notice requirements for particular circumstances (as in the case of the sale, lease or exchange of the Company’s assets other than in the usual and regular course of business, or the merger or dissolution of the Company), the provisions of the Act shall govern.

Notice of a special meeting shall include a description of the purpose or purposes of the meeting. Notice of an annual meeting need not include a description of the purpose or purposes of the meeting except the purpose or purposes shall be stated with respect to (i) an amendment to, or restatement of, the Articles of Incorporation of the Company, (ii) a merger or share exchange in which the Company is a party and, with respect to a share exchange, in which the Company’s shares will be acquired, (iii) a sale, lease, exchange, or other disposition, other than in the usual and regular course of business, of all or substantially all of the property of the Company or of another entity that this Company controls, in each case with or without the goodwill, (iv) a dissolution of the Company, or (v) any other purpose for which a statement of purpose is required by the Act. Notice shall be given personally or by mail, private carrier, telegraph, teletype, electronically transmitted facsimile, or other form of wire or wireless communication by or at the direction of the President, the Secretary, or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting. If mailed and if in a comprehensible form, such notice shall be deemed to be given and effective when deposited in the United States mail, properly addressed to the shareholder at the shareholder’s address as it appears in the Company’s current record of shareholders, with first class postage prepaid. If notice is given other than by mail, and provided that such notice is in a

2

comprehensible form, the notice is given and effective on the date actually received by the shareholder.

If requested by the person or persons lawfully calling such meeting, the Secretary shall give notice thereof at corporate expense. No notice need be sent to any shareholder if three successive notices mailed to the last known address of such shareholder have been returned as undeliverable until such time as another address for such shareholder is made known to the Company by such shareholder. In order to be entitled to receive notice of any meeting, a shareholder shall advise the Company in writing of any change in such shareholder’s mailing address as shown on the Company’s books and records.

When a meeting is adjourned to another date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place of such meeting is announced before adjournment at the meeting at which the adjournment is taken. At the adjourned meeting, the Company may transact any business that may have been transacted at the original meeting. If the adjournment is for more than 120 days, or if a new record date is fixed for the adjourned meeting, a new notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting as of the new record date.

5.Waiver of Notice.  A shareholder may waive any notice, whether before or after the date or time stated in the notice as the date or time when any action will occur or has occurred.  The waiver shall be in writing, be signed by the shareholder entitled to the notice, and be delivered to the Secretary for inclusion in the minutes or filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.  Further, by attending a meeting, either in person or by proxy, a shareholder waives objection to lack of notice or defective notice of the meeting unless the shareholder objects at the beginning of the meeting to the holding of the meeting or the transaction of business at the meeting because of lack of notice or defective notice. By attending the meeting, the shareholder also waives any objection to consideration at the meeting of a particular matter not within the purpose or purposes described in the meeting notice unless the shareholder objects to considering the matter when it is presented.

6.Fixing of Record Date.  For the purpose of determining shareholders entitled to (i) notice of or vote at any meeting of shareholders or any adjournment thereof, (ii) receive distributions or share dividends, (iii) demand a special meeting, or (iv) make a determination of shareholders for any other proper purpose, the Board of Directors may fix a future date as the record date for any such determination of shareholders, such date in any case to be not more than seventy days, and, in case of a meeting of shareholders, not less than ten days, prior to the date on which the particular action requiring such determination of shareholders is to be taken. If no record date is fixed by the Board of Directors, the record date shall be the day before the notice of the meeting is given to shareholders or the date on which the resolution of the Board of Directors providing for a distribution is adopted, as the case may be. When a determination of shareholders entitled to vote at any meeting of shareholders is made as provided in this section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. Unless otherwise specified when the record date is fixed,

3

the time of day for such determination shall be as of the Company’s close of business on the record date.

Notwithstanding the above, the record date for determining the shareholders entitled to take action without a meeting or entitled to be given notice of action so taken shall be the date a writing upon which the action is taken is first received by the Company. The record date for determining shareholders entitled to demand a special meeting shall be the date of the earliest of any of the demands pursuant to which the meeting is called.

7.Voting Lists.  After a record date is fixed for a shareholders’ meeting, the Secretary shall make, at the earlier of ten days before such meeting or two business days after notice of the meeting has been given, a complete list of the shareholders entitled to be given notice of such meeting or any adjournment thereof. The list shall be arranged by voting groups and, within each voting group, by class or series of shares, shall be in alphabetical order within each class or series, and shall show the address and the number of shares of each class or series held by each shareholder. For the period beginning the earlier of ten days prior to the meeting or two business days after notice of the meeting is given and continuing through the meeting and any adjournment thereof, this list shall be kept on file at the principal office of the Company, or at a place (which shall be identified in the notice) in the city where the meeting will be held. Such list shall be available for inspection on written demand by any shareholder (including, for the purpose of this Section 7, any holder of voting trust certificates) or the shareholder’s agent or attorney during regular business hours and during the period available for inspection. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

Any shareholder, the shareholder’s agent, or attorney may copy the list during regular business hours and during the period it is available for inspection, provided (i) the shareholder has been a shareholder for at least three months immediately preceding the demand or holds at least five percent of all outstanding shares of any class of shares as of the date of the demand, (ii) the demand is made in good faith and for a purpose reasonably related to the demanding shareholder’s interest as a shareholder, (iii) the shareholder describes with reasonable particularity the purpose and the records the shareholder desires to inspect, (iv) the records are directly connected with the described purpose, and (v) the shareholder pays a reasonable charge covering the costs of labor and material for such copies, not to exceed the estimated cost of production and reproduction.

8.Informal Action by Unanimous Consent of Shareholders.  Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a written consent (or counterparts thereof) that sets forth the action so taken is signed by the shareholders holding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote with respect to the subject matter thereof were present and voted and received by the Company. Such consent shall have the same force and effect as a unanimous vote of the shareholders and may be stated as such in any document. The Company may receive such writing by electronically transmitted facsimile or other form of wire or wireless communication providing the Company with a complete copy thereof, including a copy of the signature thereto.

4

No action taken pursuant to this Section 8 shall be effective unless, within sixty days after the date the Company first receives a writing describing and consenting to the action and signed by a shareholder, the Company has received writings that describe and consent to the action, signed by shareholders holding at least the number of shares entitled to vote on the action as required above (disregarding any consent that has been revoked as provided below). Action taken under this Section 8 is effective as of the date the last writing necessary to effect the action is received by the Company unless all of the writings necessary to effect the action specify a different effective date, in which case such specified date shall be the effective date for such action. If any shareholder revokes the shareholder’s consent as provided for herein prior to what would otherwise be the effective date, the action proposed in the consent shall be invalid. Unless otherwise fixed by statute or a court, the record date for determining shareholders entitled to take action pursuant to this Section 8 is the date the Company first receives a writing upon which the action is taken.

Any shareholder who has signed a writing describing and consenting to action taken pursuant to this Section 8 may revoke such consent by a writing signed and dated by the shareholder describing the action and stating that the shareholder’s prior consent thereto is revoked if such writing is received by the Company before the effectiveness of the action.

9.Quorum.  Shareholders may take action at a meeting only if a quorum of the shares entitled to vote is represented in person or by proxy.  Unless otherwise provided in the Act or in the Company’s Articles of Incorporation, holders of a majority of the shares entitled to vote constitutes a quorum for action at a shareholders’ meeting.

If a quorum is not present, the shares present at the meeting shall have the power to adjourn the meeting, until the requisite number of shares shall be present or represented.

10.Adjournment.  At the adjourned meeting, any business may be transacted that might have been transacted at the original meeting.  If the adjournment is for more than 120 days from the date of the original meeting, a notice of the adjourned meeting shall be given to each shareholder entitled to vote at such meeting.

11.Proxies.  At all meetings of shareholders, a shareholder may vote by proxy by signing an appointment form or similar writing, either personally or by the shareholder’s duly authorized attorney—in—fact. A shareholder may also appoint a proxy by transmitting or authorizing the transmission of a telegram, teletype, or other electronic transmission providing a written statement of the appointment to the proxy, a proxy solicitor, proxy support service organization, any other person duly authorized by the proxy to receive appointments as agent for the proxy, or to the Company. The transmitted appointment shall set forth or be transmitted with written evidence from which it can be determined that the shareholder transmitted or authorized the transmission of the appointment. The proxy appointment form or similar writing shall be filed with the Secretary of the Company before or at the time of the meeting. The appointment of a proxy is effective when received by the Company and is valid for eleven months unless a different period is expressly provided in the appointment form or similar writing.

5

Any complete copy, including an electronically transmitted facsimile, of an appointment of a proxy may be substituted for or used in lieu of the original appointment for any purpose for which the original appointment could be used.

Revocation of a proxy does not affect the right of the Company to accept the proxy’s authority unless (i) the Company had notice that the appointment was coupled with an interest and notice that such interest is extinguished is received by the Secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy’s authority under the appointment, or (ii) other notice of the revocation of the appointment is received by the Secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy’s authority under the appointment. Other notice of revocation may, in the discretion of the Company, be deemed to include the appearance at a shareholders meeting of the shareholder who granted the proxy and the shareholder’s voting in person on any matter subject to a vote at such meeting.

The death or incapacity of the shareholder appointing a proxy does not affect the right of the Company to accept the proxy’s authority unless notice of the death or incapacity is received by the Secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy’s authority under the appointment.

The Company shall not be required to recognize an appointment made irrevocable if it has received a writing revoking the appointment signed by the shareholder (including a shareholder who is a successor to the shareholder who granted the proxy), either personally or by the shareholder’s attorney—in—fact, notwithstanding that the revocation may be a breach of an obligation of the shareholder to another person not to revoke the appointment.

Subject to Section 13 and any express limitation on the proxy’s authority appearing on the appointment form, the Company is entitled to accept the proxy’s vote or other action as that of the shareholder making the appointment.

12.Voting.  Each outstanding share, regardless of class, shall be entitled to one vote, except in connection with the election of each member of the Board of Directors as provided below, and each fractional share shall be entitled to a fractional vote on each matter submitted to a vote at a meeting of the shareholders except to the extent that the voting rights of the shares of any class or classes are limited by the Articles of Incorporation as permitted by the Act. Cumulative voting shall not be permitted in the election of directors or for any other purpose.  Each record holder of stock shall be entitled to vote in the election of directors and shall have as many votes for each of the shares owned by the record holder as there are directors to be elected and for whose election the record holder has the right to vote.

At each election of directors, that number of candidates equaling the number of directors to be elected having the highest number of votes cast in favor of their election shall be elected to the Board of Directors.

13.Company’s Acceptance of Votes.  If the name signed on a vote, consent, waiver, proxy appointment, or proxy appointment revocation corresponds to the name of a shareholder, the Company, if acting in good faith, is entitled to accept the vote, consent, waiver, proxy

6

appointment, or proxy appointment revocation and give it effect as the act of the shareholder. If the name signed on a vote, consent, waiver, proxy appointment, or proxy appointment revocation does not correspond to the name of a shareholder, the Company, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, proxy appointment, or proxy appointment revocation and to give it effect as the act of the shareholder if:

(i)the shareholder is an entity, and the name signed purports to be that of an officer or agent of the entity;

(ii)the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder, and, if the Company requests, evidence of fiduciary status acceptable to the Company has been presented with respect to the vote, consent, waiver, proxy appointment, or proxy appointment revocation;

(iii)the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder, and, if the Company requests, evidence of this status acceptable to the Company has been presented with respect to the vote, consent, waiver, proxy appointment, or proxy appointment revocation;

(iv)the name signed purports to be that of a pledgee, beneficial owner, or attorney—in—fact of the shareholder, and, if the Company requests, evidence acceptable to the Company of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, proxy appointment, or proxy appointment revocation;

(v)two or more persons are the shareholder as cotenants or fiduciaries, and the name signed purports to be the name of at least one of the cotenants or fiduciaries, and the person signing appears to be acting on behalf of all the cotenants or fiduciaries; or

(vi)the acceptance of the vote, consent, waiver, proxy appointment, or proxy appointment revocation is otherwise proper under rules established by the Company that are not inconsistent with this Section 13.

The Company is entitled to reject a vote, consent, waiver, proxy appointment, or proxy appointment revocation if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

Neither the Company nor its officers nor any agent who accepts or rejects a vote, consent, waiver, proxy appointment, or proxy appointment revocation in good faith and in accordance with the standards of this Section is liable in damages for the consequences of the acceptance or rejection.

14.Organization of Meetings.  The Chairman of the annual or any special meeting of the shareholders shall be the President or any person designated by the Board of Directors.  The Secretary or, in his absence, any person appointed by the Chairman of the meeting shall act as Secretary of the meeting.

7

15.Meeting by Telecommunication.  Any or all shareholders may participate in an annual or special shareholders’ meeting by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting.  The Board of Directors may establish the terms and conditions under which shareholders may participate by such means and shall cause the notice of the meeting to contain such terms and conditions.  A shareholder participating in a meeting by this means is deemed to be present in person at the meeting.

ARTICLE III

Board of Directors

1.General Powers.  The property, affairs and business of the Company shall be managed by a Board of Directors except as otherwise provided in the Act or the Articles of Incorporation.  In addition to the powers expressly conferred upon it by these Bylaws, the Board of Directors may exercise all such other powers as are not required by statute, resolution of the Board of Directors, the Articles of Incorporation, or by these Bylaws, to be exercised or done by the shareholders.

2.Number, Tenure and Qualification.  The number of directors may be increased to fifteen and may be decreased to any number not less than the number of shareholders from time to time, by resolution of the Board of Directors, provided that no such decrease shall have the effect of shortening the term of any incumbent director.  Directors must be natural persons at least eighteen years of age but need not be shareholders or residents of the State of Colorado.  The Board of Directors shall be elected at each annual meeting of shareholders and each director shall hold office until the next annual meeting of shareholders, until such director’s successor shall be elected and qualified, or until such director’s earlier death, resignation or removal.

3.Annual and Regular Meetings.  The Board of Directors shall hold its annual meeting without notice on the same day and at the same place as, but just following, the annual meeting of the shareholders, or at such other date, time and place as may be determined by the Board of Directors.  Regular meetings of the Board of Directors shall be held without notice at such dates, times and places as may be determined by the Board of Directors by resolution.

4.Special Meetings.  Special meetings of the Board of Directors may be held, with proper notice, upon the call of the Chairman of the Board of Directors or by at least one-third of the members of the Board of Directors at such time and place as specified in the notice.

5.Notice of Special Meetings.

(a)Notice of the date, time and place of each special meeting of the Board of Directors shall be given to each director at least two days prior to such meeting.  The notice of a special meeting of the Board of Directors need not state the purpose or purposes of the meeting.  Notice to each director of any special meeting may be given in person or by telephone, telegraph, teletype, electronically transmitted facsimile, or other form of wire or wireless communication; or by mail or private carrier.

8

(b)Oral notice to a director of any special meeting is effective when communicated.  Written notice to a director of any special meeting is effective at the earliest of: (i) the date received; (ii) five days after it is mailed; or (iii) the date shown on the return receipt if mailed by registered or certified mail, return receipt requested, if the return receipt is signed by or on behalf of the director to whom the notice is addressed.

6.Waiver of Notice.

(a)A director may waive any notice of a meeting before or after the time and date of the meeting stated in the notice.  The waiver shall be in writing and signed by the director entitled to the notice.  Such waiver shall be delivered to the Secretary for filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.

(b)A director’s attendance at or participation in a meeting waives any required notice to him of the meeting unless:

(i)at the beginning of the meeting, or promptly upon his later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting; or

(ii)if special notice was required of a particular purpose, the director objects to transacting business with respect to the purpose for which such special notice was required and does not thereafter vote for or assent to action taken at the meeting with respect to such purpose.

7.Informal Action by Directors.  Any action required or permitted to be taken at a meeting of the Board of Directors or any committee designated by the Board of Directors may be taken without a meeting if a written consent (or counterparts thereof) that sets forth the action so taken is signed by all of the directors entitled to vote with respect to the action taken.  Such consent shall have the same force and effect as a unanimous vote of the directors or committee members and may be stated as such in any document.  Unless the consent specifies a different effective time or date, action taken under this Section 7 is effective at the time or date the last director signs a writing describing the action taken unless, before such time, any director has revoked the director’s consent by a writing signed by the director and received by the President or Secretary of the Company.

8.Quorum and Manner of Acting.  Except as otherwise provided by the Act or by these Bylaws, a majority of the number of directors in office at the time of any regular or special meeting of the Board of Directors shall constitute a quorum for the transaction of business at such meeting.  The act of a majority of the directors present at the meeting at which a quorum is present shall be the act of the Board of Directors.  In the absence of a quorum, a majority of the directors present may, without notice other than announcement at the meeting, adjourn the meeting from time to time until a quorum can be obtained.

9

9.Organization and Procedure.  The Board of Directors may elect a Chairman of the Board of Directors from among its members.  If the Board of Directors deems it necessary, it may elect a Vice Chairman of the Board of Directors from among its members to perform the duties of the Chairman of the Board of Directors in his absence and such other duties as the Board of Directors may assign.  The Chairman of the Board of Directors or, in his absence, the Vice Chairman of the Board of Directors, or in his absence, any director chosen by a majority of the directors present, shall act as chairperson of the meetings of the Board of Directors.  The Secretary, any Assistant Secretary, or any other person appointed by the chairperson shall act as Secretary of each meeting of the Board of Directors.

10.Resignation.  Any director of the Company may resign at any time by giving written notice to the Board of Directors or the Secretary of the Company at the Company’s principal office.  Such resignation shall take effect at the date of receipt of such notice unless the notice specifies a later effective date.  Unless otherwise specified in the notice of resignation, the Company’s acceptance of such resignation shall not be necessary to make it effective.

11.Removal.  Directors shall be removed in the manner provided by the Act. Any director may be removed by the shareholders, with or without cause, at a meeting called for that purpose. The notice of the meeting shall state the purpose or one of the purposes of the meeting is removal of the director. A director may be removed only if the number of votes cast in favor of removal exceeds the number of votes cast against removal.  A vacancy in the Board of Directors caused by any such removal may be filled by the shareholders at such meeting or, if such shareholders at such meeting shall fail to fill such vacancy, by a majority of the remaining directors at any time before the end of the unexpired term of the director removed.

12.Vacancies.  A vacancy occurring in the Board of Directors, other than a vacancy due to an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining members of the Board of Directors even if the remaining directors constitute less than a quorum, or by the affirmative vote of two directors if there are only two directors remaining, or by a sole remaining director, or by the shareholders.  Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office or by the shareholders.  A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

13.Dissenting Directors.  A director who is present at a meeting of the Board of Directors or any committee when corporate action is taken is deemed to have assented to the action taken unless:

(a)he objects at the beginning of such meeting, or promptly upon his later arrival, to the holding of the meeting or the transacting of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting;

(b)he contemporaneously requests that his dissent or abstention as to any specific action taken be entered in the minutes of such meeting; or

10

(c)he gives written notice of his dissent or abstention as to any specific action to the presiding officer of such meeting before its adjournment or to the Secretary of the Company promptly after adjournment of such meeting.

A director may dissent to a specific action at a meeting while assenting to others.  The right of dissent as to a specific action in a meeting of the Board of Directors or a committee is not available to a director who votes in favor of such action.

14.Executive and Other Committees.  Except as otherwise required by the Act, the Board of Directors, by the vote of a majority of the number of directors then in office, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in the resolution and except as otherwise prescribed by the Act, shall have and may exercise the authority delegated to them by the Board of Directors by charter, resolution or otherwise.  No committee shall:

(a)authorize dividends or other distributions;

(b)approve or propose to shareholders actions or proposals required by the Act to be approved by shareholders;

(c)fill vacancies on the Board of Directors or on any of its committees;

(d)amend the Articles of Incorporation;

(e)adopt, amend, or repeal these Bylaws;

(f)approve a plan of merger not requiring shareholder approval;

(g)authorize or approve the reacquisition of shares unless pursuant to a formula or method prescribed by the Board of Directors; or

(h)authorize or approve the issuance or sale of shares, or a contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares; except that the Board of Directors may authorize a committee or officer to do so within limits specifically prescribed by the Board of Directors.  The committee shall then have full power within the limits set by the Board of Directors to adopt any final resolution setting forth all preferences, limitations, and relative rights of such class or series and to authorize an amendment of the Articles of Incorporation stating the preferences, limitations, and relative rights of a class or series for filing with the Secretary of State under the Act.

The provisions of these Bylaws governing meetings, action without a meeting of the Board of Directors, notice, waiver of notice, and quorum and voting requirements of the Board of Directors shall apply to committees and their members.  Each committee established by the Board of Directors shall prepare minutes of its meetings which shall be delivered to the Secretary of the Company for inclusion in the Company’s records.

Neither the designation of any such committee, the delegation of authority to such committee, nor any action by such committee pursuant to its authority shall alone constitute

11

compliance by any member of the Board of Directors or a member of the committee in question with the member’s responsibility to conform to the standard of care set forth in Article III, Section 17 of these Bylaws.

15.Compensation of Directors.  The Board of Directors shall determine and fix the compensation, if any, and the reimbursement of expenses which shall be allowed and paid to the directors.  Nothing herein contained shall be construed to preclude any director from serving the Company in any other capacity or any of its subsidiaries in any other capacity and receiving proper compensation therefor.

16.Meeting by Telecommunication.  One or more members of the Board of Directors or a committee may participate in a regular or special meeting of the Board of Directors or committee through the use of any means of communication by which all persons participating in the meeting can hear each other at the same time.  Such participation shall constitute presence in person at the meeting.

17.Standard of Care.  A director shall perform the director’s duties as a director, including, without limitation, the director’s duties as a member of any committee of the Board of Directors, in good faith, in a manner the director reasonably believes to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. In performing the director’s duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by the persons herein designated.  However, the director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance to be unwarranted.  A director shall not be liable to the Company or its shareholders for any action the director takes or omits to take as a director if, in connection with such action or omission, the director performs the director’s duties in compliance with this Section 17.

The designated persons on whom a director is entitled to rely are (i) one or more officers or employees of the Company whom the director reasonably believes to be reliable and competent in the matters presented, (ii) legal counsel, public accountant, or other person as to matters that the director reasonably believes to be within such person’s professional or expert competence, or (iii) a committee of the Board of Directors on which the director does not serve if the director reasonably believes the committee merits confidence.

ARTICLE IV

Officers and Agents

1.Appointment and Tenure.  The officers of the Company shall consist of a President, a Secretary and a Treasurer.  The Board of Directors may also designate and appoint such other officers (including a Chairman of the Board of Directors (sometimes herein called the “Chairman”) and a Chief Legal Officer), one or more Vice Presidents and assistant officers as may be deemed necessary.  The Board of Directors or an officer or officers so authorized shall appoint the Company’s officers at each annual meeting of the Board of Directors held after such annual meeting of the shareholders or at such other times as the Board of Directors or appointing

12

person or persons shall designate.  Each officer shall hold office until the first of the following occurs: the officer’s successor shall have been duly appointed and qualified, the officer’s death, the officer’s resignation, or the officer’s removal in the manner provided in Section 2.  Such officers at all times shall be subject to the supervision, direction and control of the Board of Directors.  Except as expressly prescribed by these Bylaws, the Board of Directors of the officer or officers authorized by the Board of Directors shall from time to time determine the procedure for the appointment of officers, their authority and duties, and their compensation, provided that the Board of Directors may change the authority, duties, and compensation of any officer who is not appointed by the Board of Directors.  Any two or more offices may be held by the same person.  Each officer shall be a natural person who is eighteen years of age or older.

2.Resignation, Removal and Vacancies.  Any officer or agent may resign at any time by giving written notice of resignation to the Board of Directors by delivery of such notice to the Secretary.  Such resignation shall take effect when the notice is received by the Company unless the notice specifies a later effective date, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.  The Board of Directors, or an officer or officers authorized by the Board of Directors, may remove any officer or agent at any time with or without cause.  Such removal does not affect the contract rights, if any, of the Company or of the person so removed.  The appointment of an officer or agent shall not in itself create contract rights.  If any office becomes vacant for any reason, the vacancy may be filled by, or as specifically authorized by, the Board of Directors.  An officer appointed to fill a vacancy shall serve for the unexpired term of such officer’s predecessor, or until such officer’s earlier death, resignation or removal.  If an officer resigns and the officer’s resignation is made effective at a later date, the Board of Directors, or officer or officers authorized by the Board of Directors, may permit the officer to remain in office until the effective date and may fill the pending vacancy before the effective date if the Board of Directors, or officer or officers authorized by the Board of Directors, provide that the successor shall not take office until the effective date.  In the alternative, the Board of Directors, or officer or officers authorized by the Board of Directors, may remove the officer at any time before the effective date and may fill the resulting vacancy.

3.Temporary Delegation of Duties.  In case of the absence of any officer, or his disability to perform his duties, or for any other reason deemed sufficient by the Board of Directors, the Board of Directors may delegate the powers and duties of such officer to any other officer or to any director temporarily, provided that a majority of the whole Board of Directors concur and that no such delegation shall result in giving to the same person conflicting duties.

4.Chairman of the Board of Directors.  The Chairman of the Board of Directors shall preside at meetings of the Board of Directors and of the shareholders, at which he is present, and shall perform such other duties as the Board of Directors may from time to time determine.

5.Chief Executive Officer.  The Chief Executive Officer (sometimes referred to herein as the “CEO”), if one is elected by the Board of Directors, shall perform all duties customarily delegated to the chief executive officer of a corporation and such other duties as may from time to time be assigned to him by the Board of Directors and these Bylaws.

13

6.President.  If there is no separate CEO, the President shall be the CEO of the Company; otherwise, the President shall be responsible to the CEO for the day-to-day operations of the Company.  The President shall have general and active management of the business of the Company; shall see that all orders and resolutions of the Board of Directors are carried into effect; and shall perform all duties as may from time to time be assigned by the Board of Directors or the CEO.

7.Vice Presidents.  The Vice Presidents, if any, shall perform such duties and possess such powers as from time to time may be assigned to them by the Board of Directors or the President.

8.Secretary.  The Secretary of the Company (sometimes referred to herein as the “Secretary”) shall have the duty and power to:

(a)assure that all notices are given in accordance with the provisions of these Bylaws and as required by law;

(b)prepare and maintain the minutes of the meetings of the shareholders, the Board of Directors and committees thereof, and other records and information required to be kept by the Company pursuant to the Act, including those records set forth in Article X of these Bylaws;

(c)authenticate records of the Company; and

(d)in general, perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by the Board of Directors or the President.

9.Treasurer.  The Treasurer shall have the duty and power to:

(a)have the charge and custody of, and be responsible for, all funds and securities of the Company and deposit all such funds in the name of the Company in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws or as directed by the Board of Directors;

(b)maintain books of account and records and exhibit such books of account and records to any of the directors of this Company at any reasonable time;

(c)render a statement of the condition of the finances of the Company as requested by the Board of Directors and, if called upon to do so, make a full financial report at the annual meeting of the shareholders;

(d)receive, and give receipts for, monies due and payable to the Company from any source whatsoever; and

(e)in general, perform all of the duties incident to the office of Treasurer and such other duties as may, from time to time, be assigned to him by the Board of Directors or the President.

14

10.Chief Legal Officer.  The Chief Legal Officer shall have the duty and power to:

(a)have general charge of all legal matters pertaining to the Company;

(b)attend meetings of the Board of Directors and its committees as appropriate;

(c)represent the Company, or designated counsel to represent the Company, in all legal proceedings;

(d)advise the Company, its Board of Directors, committees and officers on legal questions as may be required; and

(e)in general, perform such other duties and have such other powers as may be prescribed by the President or the Board of Directors.

11.Assistant Secretaries and Assistant Treasurers.  The Assistant Secretaries and Assistant Treasurers, if any, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.  In the absence or at the request of the Secretary or the Treasurer, the Assistant Secretaries or Assistant Treasurers, respectively, shall perform the duties and exercise the powers of the Secretary or Treasurer, as the case may be.

12.Compensation.  The salaries and other compensation of the officers, if any, shall be fixed or authorized from time to time by the Board of Directors.  No officer shall be prevented from receiving such salary or other compensation by reason of the fact that he is also a director of the Company.

ARTICLE V

Directors’ Conflicts of Interest

1.Conflicting Interest Transaction.  The term “conflicting interest transaction” means any of the following:

(a)a loan or other assistance by the Company to a director of the Company or to an entity in which a director of the Company is a director or officer or has a financial interest;

(b)a guaranty by the Company of an obligation of a director of the Company or of an obligation of an entity in which a director of the Company is a director or officer or has a financial interest; or

(c)a contract or transaction between the Company and a director of the Company or between the Company and an entity in which a director of the Company is a director or officer or has a financial interest.

2.Effect of Conflict of Interest.  No conflicting interest transaction shall be void or voidable solely because the conflicting interest transaction involves a director of the Company or

15

an entity in which a director of the Company is a director or officer or has a financial interest or solely because the director is present at or participates in the meeting of the Board of Directors which authorizes, approves, or ratifies the conflicting interest transaction or solely because the director’s vote is counted for such purpose if:

(a)the material facts as to the director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or

(b)the material facts as to the director’s relationship or interest and as to the conflicting interest transaction are disclosed, or are known to the shareholders entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by vote of such shareholders; or

(c)the conflicting interest transaction is fair as to the Company as of the time it is authorized, approved, or ratified by the Board of Directors, a committee thereof, or the shareholders.

3.Notice to Shareholders.  The Board of Directors or a committee thereof shall not authorize a conflicting interest transaction consisting of a loan or guaranty pursuant to paragraph (a) of Section 1 above until at least ten days after written notice of the proposed authorization of the loan or guaranty has been given to the shareholders who would be entitled to vote thereon if the issue of the loan or guaranty were submitted to a vote of the shareholders.

4.Interested Directors.  Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes, approves, or ratifies the contract or transaction.

ARTICLE VI

Indemnification of Certain Persons

1.Authorized Indemnification.  For purposes of this Article VI, a “Proper Person” means any person (including the estate or personal representative of a director) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, by reason of the fact that the Proper Person is or was a director, officer, employee, fiduciary, or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee, fiduciary, or agent of any foreign or domestic profit or nonprofit corporation or of any partnership, joint venture, trust, profit or nonprofit unincorporated association, limited liability company, or other enterprise or employee benefit plan.

The Company shall indemnify any Proper Person against reasonably incurred expenses (including attorneys’ fees), judgments, penalties, fines (including any excise tax assessed with respect to an employee benefit plan), and amounts paid in settlement reasonably incurred by the

16

Proper Person in connection with such action, suit, or proceeding if it is determined by the groups set forth in Section 4 of this Article VI that the Proper Person conducted herself or himself in good faith and that the Proper Person reasonably believed (i) in the case of conduct in the Proper Person’s official capacity with the Company, that the Proper Person’s conduct was in the Company’s best interests, (ii) in all other cases (except criminal cases), that the Proper Person’s conduct was at least not opposed to the Company’s best interests, or (iii) in the case of any criminal proceeding, that the Proper Person had no reasonable cause to believe the Proper Person’s conduct was unlawful. Official capacity means, when used with respect to a director, the office of director and, when used with respect to any other Proper Person, the office in a corporation held by the officer or the employment, fiduciary, or agency relationship undertaken by the employee, fiduciary, or agent on behalf of the Company. Official capacity does not include service for any other domestic or foreign corporation or other person or employee benefit plan.

A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, or beneficiaries of, the plan is conduct that satisfies the requirement in clause (ii) of the preceding paragraph of this Section 1. A director’s conduct with respect to an employee benefit plan for a purpose that the director did not reasonably believe to be in the interests of the participants in, or beneficiaries of, the plan shall be deemed not to satisfy the requirement of this section that the director conduct herself or himself in good faith.

No indemnification shall be made under this Article VI to a Proper Person with respect to any claim, issue, or matter in connection with a proceeding by or in the right of the Company in which the Proper Person was adjudged liable to the Company or in connection with any proceeding charging that the Proper Person derived an improper personal benefit, whether or not involving action in an official capacity, in which the Proper Person was adjudged liable on the basis that the Proper Person derived an improper personal benefit. Further, indemnification under this section in connection with a proceeding brought by or in the right of the Company shall be limited to reasonable expenses, including attorneys’ fees, incurred in connection with the proceeding.

2.Mandatory Indemnification.  The Company shall indemnify any Proper Person who was wholly successful, on the merits or otherwise, in defense of any action, suit, or proceeding as to which the Proper Person was entitled to indemnification under Section l of this Article VI against expenses (including attorneys’ fees) reasonably incurred by the Proper Person in connection with the proceeding without the necessity of any action by the Company other than the determination in good faith that the defense has been wholly successful.

3.Effect of Termination of Action.  The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person seeking indemnification did not meet the standards of conduct described in Section 1 of this Article VI. Entry of a judgment by consent as part of a settlement shall not be deemed an adjudication of liability as described in Section 2 of this Article VI.

17

4.Groups Authorized to Make Indemnification Determination.  Except where there is a right to indemnification as set forth in Section 2 of this Article VI or where indemnification is ordered by a court in Section 5, any indemnification shall be made by the Company only as determined in the specific case by a proper group that indemnification of the Proper Person is permissible under the circumstances because the Proper Person has met the applicable standards of conduct set forth in Section 1 of this Article VI. This determination shall be made by the Board of Directors by a majority vote of those present at a meeting at which a quorum is present, which quorum shall consist of directors not parties to the proceeding (“Quorum”). If a Quorum cannot be obtained, the determination shall be made by a majority vote of a committee of the Board of Directors designated by the Board of Directors, which committee shall consist of two or more directors not parties to the proceeding except directors who are parties to the proceeding may participate in the designation of directors for the committee. If a Quorum of the Board of Directors cannot be obtained and the committee cannot be established, or even if a Quorum is obtained or the committee is designated and a majority of the directors constituting such Quorum or committee so directs, the determination shall be made by (i) independent legal counsel selected by a vote of the Board of Directors or the committee in the manner specified in this Section 4 or, if a Quorum of the full Board of Directors cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full Board of Directors (including directors who are parties to the action) or (ii) a vote of the shareholders.

Authorization of indemnification and advance of expenses shall be made in the same manner as the determination that indemnification or advance of expenses is permissible except, if the determination that indemnification or advance of expenses is permissible is made by independent legal counsel, authorization of indemnification and advance of expenses shall be made by the body that selected such counsel.

5.Court-Ordered Indemnification.  Any Proper Person may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction for mandatory indemnification under Section 2 of this Article VI, including indemnification for reasonable expenses incurred to obtain court—ordered indemnification. If a court determines that the Proper Person is entitled to indemnification under Section 2 of this Article VI, the court shall order indemnification, including the Proper Person’s reasonable expenses incurred to obtain court—ordered indemnification. If the court determines that such Proper Person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the Proper Person met the standards of conduct set forth in Section 1 of this Article VI or was adjudged liable in the proceeding, the court may order such indemnification as the court deems proper except, if the Proper Person has been adjudged liable, indemnification shall be limited to reasonable expenses incurred in connection with the proceeding and reasonable expenses incurred to obtain court—ordered indemnification.

6.Advance of Expenses.  Reasonable expenses (including attorneys’ fees) incurred in defending an action, suit, or proceeding as described in Section 1 may be paid by the Company to any Proper Person in advance of the final disposition of such action, suit, or proceeding upon receipt of (i) a written affirmation of such Proper Person’s good faith belief that the Proper Person has met the standards of conduct prescribed by Section 1 of this Article VI, (ii) a written undertaking, executed personally or on the Proper Person’s behalf, to repay such advances if it is ultimately determined that the Proper Person did not meet the prescribed

18

standards of conduct (the undertaking shall be an unlimited general obligation of the Proper Person but need not be secured and may be accepted without reference to financial ability to make repayment), and (iii) a determination made by the proper group (as described in Section 4 of this Article VI) that the facts as then known to the group would not preclude indemnification. Determination and authorization of payments shall be made in the same manner specified in Section 4 of this Article VI.

7.Additional Indemnification to Certain Persons Other Than Directors.  In addition to the indemnification provided to officers, employees, fiduciaries, or agents who are not directors of the Company under this Article VI, the Company may also indemnify and advance expenses to them to a greater extent than is provided in these Bylaws if not inconsistent with public policy and if provided for by general or specific action of its Board of Directors or shareholders or by contract.

8.Witness Expenses.  The sections of this Article VI do not limit the Company’s authority to pay or reimburse expenses incurred by a director in connection with an appearance as a witness in a proceeding at a time when the director has not been named as a defendant or respondent in the proceeding.

9.Other Remedies.  Except as limited by the Act, any indemnification provided herein shall be in addition to any other rights to which those indemnified may be entitled by the Act or pursuant to any agreement, vote of shareholders or otherwise, and shall be available to the heirs, personal representatives and successors of the person entitled to such indemnification.

10.Selection of Counsel.  Notwithstanding any other provision of this Article VI, the Company may condition the right to indemnification of a director, officer or employee on its right to select legal counsel representing such director, officer or employee on the terms of this Section 10.

The Company shall have the right to select counsel for any director, officer or employee in any legal action that may give rise to indemnification under this Article VI provided that: (i) the Company consults with the director, officer or employee seeking indemnification with respect to the selection of competent legal counsel; and (ii) the Company pays all reasonable fees and costs incurred by the attorney in defending the director, officer or employee (subject to the Company’s right to recover such fees and costs if it is determined at the conclusion of the action, suit or proceeding that there is no right of indemnification).

Notwithstanding any other provision of this Article VI, the Company shall not be responsible for indemnification of any director, officer or employee who declines to use counsel reasonably selected by the Company as provided in this Section 10.  Counsel shall be deemed to be reasonably selected by the Company if such counsel is a competent attorney who can independently represent the director, officer or employee consistent with the applicable ethical standards of the Code of Professional Responsibility.

11.Report to Shareholders.  Any indemnification of, or advance of expenses to, a director in accordance with this Article VI, if arising out of a proceeding by or on behalf of the Company, shall be reported in writing to the shareholders with or before the notice of the next

19

shareholders’ meeting. If the next shareholder action is taken without a meeting at the instigation of the Board of Directors, such notice shall be given to the shareholders at or before the time the first shareholder signs a writing consenting to such action.

12.Insurance.  The Company may purchase and maintain insurance, in such scope and amounts as the Company deems appropriate, on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the Company, or who, while a director, officer, employee, fiduciary, or agent of the Company, is or was serving at the request of the Company as a director, officer, partner, trustee, employee, fiduciary, or agent of any other foreign or domestic profit or nonprofit corporation or of any partnership, joint venture, trust, profit or nonprofit unincorporated association, limited liability company, other enterprise, or employee benefit plan, against any liability asserted against, or incurred by, such person in that capacity or arising out of such person’s status as such whether the Company would have the power to indemnify such person against such liability under the provisions of this Article VI or applicable law. Any such insurance may be procured from any insurance company designated by the Board of Directors, whether such insurance company is formed under the laws of Colorado or any other jurisdiction of the United States or elsewhere, including any insurance company in which the Company has an equity interest or any other interest, through stock ownership or otherwise.

ARTICLE VII

Execution of Instruments; Loans; Checks and Endorsements;
Deposits; Proxies

1.Execution of Instruments.  Except as otherwise provided by the Board of Directors, the Chairman, the President, any Vice President, the Treasurer, the Secretary, the Chief Legal Officer or any assistant officer shall have the power to execute and deliver on behalf of and in the name of the Company any instrument requiring the signature of an officer of the Company.  Unless authorized to do so by these Bylaws or by the Board of Directors, no agent or employee shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

2.Borrowing.  No loan shall be contracted on behalf of the Company, and no evidence of indebtedness shall be issued, endorsed or accepted in its name, unless authorized by the Board of Directors or a committee designated by the Board of Directors so to act.  Such authority may be general or confined to specific instances.  When so authorized, an officer may (i) effect loans at any time for the Company from any bank or other entity and for such loans may execute and deliver promissory notes or other evidences of indebtedness of the Company; and (ii) mortgage, pledge or otherwise encumber any real or personal property, or any interest therein, owned or held by the Company as security for the payment of any loans or obligations of the Company, and to that end may execute and deliver for the Company such instruments as may be necessary or proper in connection with such transaction.

3.Attestation.  All signatures authorized by this Article may be attested, when appropriate or required, by any officer of the Company except the officer who signs on behalf of the Company.

20

4.Loans to Directors, Officers and Employees.  The Company may lend money to, guarantee the obligations of, and otherwise assist directors, officers and employees of the Company, or directors of another corporation of which the Company owns a majority of the voting stock, only upon compliance with the requirements of the Act.

5.Checks and Endorsements.  All checks, drafts or other orders for the payment of money, obligations, notes or other evidences of indebtedness issued in the name of the Company and other such instruments shall be signed or endorsed for the Company by such officers or agents of the Company as shall from time to time be determined by resolution of the Board of Directors, which resolution may provide for the use of facsimile signatures.

6.Deposits.  All funds of the Company not otherwise employed shall be deposited from time to time to the Company’s credit in such banks or other depositories as shall from time to time be determined by resolution of the Board of Directors, which resolution may specify the officers or agents of the Company who shall have the power, and the manner in which such power shall be exercised, to make such deposits and to endorse, assign and deliver for collection and deposit checks, drafts and other orders for the payment of money payable to the Company or its order.

7.Voting of Securities of Other Entities.  Unless otherwise provided by resolution of the Board of Directors, the Chairman, CEO, or the President, or any officer designated in writing by any of them, is authorized to attend in person, or may execute written instruments appointing a proxy or proxies to represent the Company at, all meetings of any corporation, partnership, limited liability company, association, joint venture, or other entity in which the Company holds any securities or other interests and may execute written waivers of notice with respect to any such meetings.  At all such meetings, any of the foregoing officers, in person or by proxy as aforesaid and subject to the instructions, if any, of the Board of Directors, may vote the securities or interests so held by the Company, may execute any other instruments with respect to such securities or interests, and may exercise any and all rights and powers incident to the ownership of said securities or interests.  Any of the foregoing officers may execute one or more written consents to action taken in lieu of a formal meeting of such corporation, partnership, limited liability company, association, joint venture, or other entity.

ARTICLE VIII

Shares of Stock

1.Certificates of Stock.  The issuance or sale of shares of stock by the Company, with or without certificates, shall be made only upon authorization by the Board of Directors.  The fact that the shares are not represented by certificates shall have no effect on the rights and obligations of the shareholders.  If the shares are represented by certificates, the stock certificates shall be in a form designated by the Board of Directors which complies with provisions of the Act.  They shall be numbered in the order of their issue and shall be signed by the President or the CEO and by the Secretary or the Treasurer.  Facsimile signatures may be used if the certificate is countersigned by a transfer agent.  A transfer agent may be an independent third party, the Company itself, or an employee of the Company.  The validity of any certificate for shares, otherwise valid, shall not be affected in the event that the delivery of such a certificate

21

occurs after an officer or agent whose signature appears therein is no longer an officer or agent.  The stock record books and the blank stock certificate books shall be kept by the Secretary or by any other officer or agent designated by the Board of Directors for that purpose.  Notice of any restrictions on the transfer of stock shall be printed or typed on each stock certificate issued by the Company.  If shares are not represented by certificates within a reasonable time following the issue or transfer of such shares, the Company shall send the shareholder a complete written statement of the information required to be provided to holders of uncertificated shares by the Act.

2.Consideration for Shares.  Certificated or uncertificated shares shall not be issued until the shares represented thereby are fully paid.  The Board of Directors may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the Company, including cash, promissory notes, services performed, or other securities of the Company.  Future services shall not constitute payment or partial payment for shares of the Company.  The promissory note of a subscriber or an affiliate of a subscriber shall not constitute payment or partial payment for shares of the Company unless the note is negotiable and is secured by collateral, other than the shares being purchased, having a fair market value at least equal to the principal amount of the note.  For purposes of this Section 2, “promissory note” means a negotiable instrument on which there is an obligation to pay independent of collateral and does not include a nonrecourse note.

3.Transfer of Stock.  Subject to any transfer restrictions set forth or referred to on the stock certificate or of which the Company otherwise has notice, shares of the Company shall be transferable on the books of the Company upon presentation to the Company or to the Company’s transfer agent of a stock certificate signed by, or accompanied by an executed assignment from, the holder of record thereof, his duly authorized legal representative, or other appropriate person as permitted by the Act.  The Company may require that any transfer of shares be accompanied by proper evidence reasonably satisfactory to the Company or to the Company’s transfer agent that such endorsement is genuine and effective.  Upon presentation of shares for transfer as provided above, the payment of all taxes, if any, therefor, and the satisfaction of any other requirement of law, including inquiry into and discharge of any adverse claims of which the Company has notice, the Company shall issue a new certificate to the person entitled thereto and cancel the old certificate.  Every transfer of stock shall be entered on the stock books of the Company to accurately reflect the record ownership of each share.  The Board of Directors also may make such additional rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the Company.

4.Restrictions on Transfer.  All shares of stock in the Company are transferable and any shareholder may sell, assign, or transfer his shares of stock, provided that no shareholder shall sell his shares in the Company without first offering such shares for sale to the other shareholders of record in accordance with any existing shareholder agreement.  Any such agreement shall be kept on file in the principal office of the Company and shall be available for inspection by any shareholder or any person desiring to purchase stock in the Company.

5.Holders of Record.  The Company shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize

22

any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as may be allowed by these Bylaws or required by the laws of Colorado.

6.Shares Held for the Account of a Specified Person or Persons.  The Board of Directors, in the manner provided by the Act, may adopt a procedure whereby a shareholder of the Company may certify in writing to the Company that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons.

7.Lost, Destroyed and Mutilated Certificates.  The holder of any stock of the Company shall notify the Company of any loss, destruction, or mutilation of the certificate therefor and the Secretary shall cause a new certificate or certificates to be issued to him upon the surrender of the mutilated certificate or, in case of loss or destruction of the certificate, upon such terms and conditions in conformity with law as the Board of Directors may prescribe. The Board of Directors may, in its discretion, require and affidavit of lost certificate and/or a bond in such form and amount (not exceeding double the value of the stock represented by such certificate) as it may determine before issuing a new certificate.

ARTICLE IX

Dividends and Other Distributions

Subject to the provisions of the Act, dividends and other distributions may be declared by the Board of Directors in such form, frequency and amounts as the condition of the affairs of the Company shall render advisable.

ARTICLE X

Corporate Records

1.Permanent Records.  The Company shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or the Board of Directors without a meeting, a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Company, and a record of all waivers of notices of meetings of shareholders and of the Board of Directors or any committee of the Board of Directors.

2.Records at Principal Office.  The Company shall comply with the provisions of the Act regarding maintenance of records and shall keep the following records at its principal office:

(a)its Articles of Incorporation;

(b)its Bylaws;

(c)the minutes of all shareholders’ meetings, and records of all action taken by shareholders without a meeting, for the past three years;

23

(d)all written communications within the past three years to shareholders as a group or to the holders of any class or series of shares as a group;

(e)a list of the names and business addresses of its current directors and officers;

(f)a copy of its most recent corporate report delivered to the Secretary of State pursuant to the Act; and

(g)all financial statements prepared for periods ending during the last three years that a shareholder could have requested pursuant to the Act.

3.Addresses of Shareholders.  Each shareholder shall furnish to the Secretary of the Company or the Company’s transfer agent an address to which notices from the Company, including notices of meetings, may be directed and if any shareholder shall fail so to designate such an address, it shall be sufficient for any such notice to be directed to such shareholder at such shareholder’s address last known to the Secretary or transfer agent.

4.Record of Shareholders.  The Secretary shall maintain, or shall cause to be maintained, a record of the names and addresses of the Company’s shareholders, in a form that permits preparation of a list of shareholders that is arranged by voting group and, within each voting group, by class or series of shares, that is alphabetical within each class or series, and that shows the address of, and the number of shares of each class or series held by, each shareholder.

5.Inspection of Corporate Records.  Shareholders shall have those rights to receive by mail or to inspect and copy such Company records, pursuant to such procedures, as provided in the Act.

6.Audits of Books and Accounts.  The Company’s books and accounts may be audited at such times and by such auditors as shall be specified and designated by resolution of the Board of Directors.

ARTICLE XI

Miscellaneous

1.Corporate Seal.  The corporate seal shall be in the form approved by resolution of the Board of Directors.  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.  The impression of the seal may be made and attested by either the Secretary or any Assistant Secretary for the authentication of contracts or other papers requiring the seal.

2.Fiscal Year.  The fiscal year of the Company shall be as established by the Board of Directors.

3.Emergency Bylaws and Actions.  Subject to repeal or change by action of the shareholders, the Board of Directors may adopt emergency bylaws and exercise other powers in accordance with and pursuant to the provisions of the Act.

24

4.Amendments.  The Board of Directors may amend, restate, or repeal the Bylaws or adopt new Bylaws by the affirmative vote of the number of directors constituting a majority of the full Board of Directors.  The shareholders also may amend, restate, or repeal the Bylaws or adopt new Bylaws.  The power of the Board of Directors to amend or repeal the Bylaws or to adopt new Bylaws may be limited by the Articles of Incorporation; by adoption of an amendment to the Articles of Incorporation, or by an amendment to the Bylaws adopted by the shareholders which reserves such authority in whole or in part to said shareholders with respect to a particular Bylaw.

5.Notice.  Notices, shareholder writings consenting to action, and other documents or writings shall be deemed to have been received by the Company when they are actually received: (i) at the registered office of the Company in Colorado; (ii) at the principal office of the Company (as that office is designated in the most recent document filed by the Company with the Secretary of State for Colorado designating a principal office) addressed to the attention of the Secretary of the Company; (iii) by the Secretary of the Company, wherever the Secretary may be found; or (iv) by any other person authorized from time to time by the Board of Directors or the President to receive such writings, wherever such person is found.

6.Gender.  The masculine gender is used in these Bylaws as a matter of convenience only and shall be interpreted to include the feminine gender as the circumstances indicate.

7.Definitions.  Terms not otherwise defined in these Bylaws shall have the meanings set forth in the Act.

8.Writings and Signatures.  The term “writing” or “written” may include electronic-mail messages or other electronic records as defined in the Uniform Electronic Transactions Act, C.R.S.A. § 24-71.3-102(7), but any such writing will not constitute written notice under these Bylaws and the Act unless delivered and received in accordance with these Bylaws and the Act.  For purposes of these Bylaws (including Section 8 of Article II and Section 7 of Article III of these Bylaws) and the Act, the term “signature” or “signed” shall mean:  (i)  manual signatures of the applicable person or such person’s authorized representative, which signatures may be delivered by facsimile or in portable document format, tagged image format or other electronic format, (ii) any electronic mail message or other writing in machine-readable format that includes the phrase “signed by [name]” or the notation “/s/ [name]” or words of similar import, or (iii) any electronic mail message or other writing that the Company determines evidences the intent of the applicable person to create a signature, and any document or instrument bearing such a signature shall be considered “signed”.  The decision of the Company to accept or reject any signature shall be final and determinative.

9.Conflicts.  In the event of any irreconcilable conflict between these Bylaws and either the Articles of Incorporation or the Act, the Articles of Incorporation shall control; provided that, if there is any irreconcilable conflict between the Articles of Incorporation and the Act, then the Act shall control.

These Bylaws have been approved and adopted by the Board of Directors on this 1st day of June 2016 as the Bylaws of the Company, and shall be effective as of said date.

25

EX-3.12

Exhibit 3.12

ARTICLES OF INCORPORATION

OF

NEWCO3, INC.

Pursuant to § 7-102-102 and part 3 of Article 90 of Title 7, Colorado Revised Statutes (C.R.S.), these Articles of Incorporation are delivered to the Colorado Secretary of State for filing.

ARTICLE I
NAME

The name of the corporation is Newco3, Inc. (the “Corporation”).

ARTICLE II
DURATION

The Corporation shall have perpetual existence.

ARTICLE III
PURPOSES AND POWERS

A.            The Corporation is organized for the purposes of engaging in any lawful acts or activities for which corporations may be organized under the laws of the State of Colorado.

B.            Without limitation and in furtherance of the purposes set forth above, the Corporation shall have and may exercise any and all of the rights, powers and privileges now or hereafter conferred upon corporations organized under and pursuant to the laws of the State of Colorado, including the following powers:

1.             To acquire by purchase, exchange, lease, or otherwise, and to hold, mortgage, pledge, hypothecate, exchange, sell, invest in and dispose of, alone, or in syndicates, or otherwise in conjunction with others, real and personal property of every kind and character, of whatsoever nature and wheresoever situated, and any interests therein.

2.             To acquire by purchase, exchange, or otherwise, all or any part of, or interests in, the properties, assets, business, goodwill of any one or more persons, firms, associations, or corporations heretofore or hereafter engaged in any business for which corporations may now or hereafter be organized under the laws of the State of Colorado.

3.             To borrow or raise money without limit as to amounts; contract for, perform, and provide for the performance of services in any nature which a corporation may lawfully perform; to act as a dealer for the sale of, to enter into underwriting agreements with respect to, to grant options with respect to, and to contract for the disposition of, or otherwise dispose of, the Corporation’s stocks, bonds, and other securities.

4.             To invest and deal with the funds of the Corporation in any manner, and to acquire by purchase or otherwise the stocks, bonds, notes, debentures and other securities and obligations of any corporation, association, partnership or government, and while the owner of any such securities or obligations, to exercise all the rights, powers and privileges of ownership, including, among other things, the right to vote thereon for any and all purposes.

5.             To indemnify officers, directors, and others, in the discretion of the Board of Directors of the Corporation (the “Board of Directors”), to the fullest extent authorized by the Colorado Business Corporation Act (the “Act”).

6.             To limit or eliminate the personal liability of directors to the fullest extent allowed by the Act.

7.             To do everything necessary, proper, advisable, or convenient for the accomplishment of the Corporation’s purposes and all other things incidental thereto or connected therewith so long as the same shall not be prohibited by law or by these Articles of Incorporation.

ARTICLE IV
CAPITAL STOCK

A.            Authorized Capital. The aggregate number of shares that the Corporation shall have authority to issue is 900,000,000 shares of common stock (the “Common Stock”), all without par value, with the power to divide the shares in the capital for the time being into classes or series and to attach thereto respectively any preferred, deferred or qualified rights, privileges or conditions, including restrictions on voting rights and including redemption, purchase and other acquisition of such shares, subject, however, to the laws of the State of Colorado. Subject to the rights of any shares of the Corporation ranking senior to the Common Stock, the Common Stock shall be entitled to receive the net assets of the Corporation upon dissolution.

B.            Voting. Each shareholder of Common Stock of record shall be entitled to vote and shall have one vote for each share of Common Stock outstanding in such shareholder’s name on the books and records of the Corporation, except that in the election of directors such shareholder shall have the right to vote such number of shares for as many persons as there are directors to be elected. Cumulative voting shall not be allowed in the election of directors or for any other purpose.

ARTICLE V
INITIAL REGISTERED OFFICE AND AGENT

The address of the initial registered office of the Corporation in the State of Colorado is 1515 Arapahoe Street, Tower 1, Suite 1600, Denver, CO 80202, and the name of the Corporation’s initial registered agent at that address is Kamlet Shepherd & Reichert, LLP.

2

ARTICLE VI
PRINCIPAL OFFICE

The address of the initial principal office of the Corporation is 1515 Arapahoe Street, Tower 1, Suite 1600, Denver, Colorado, 80202.

ARTICLE VII
DIRECTORS

The affairs of the Corporation shall be governed by the Board of Directors, which shall consist of not less than one (1) director. The number of directors and the method by which they shall be elected shall be in accordance with the Bylaws of the Corporation.

ARTICLE VIII
INDEMNIFICATION

The Corporation shall indemnify, to the maximum extent permitted by law, any person who is or was a director, officer, agent, fiduciary or employee of the Corporation against any claim, liability or expense arising against or incurred by such person made party to a proceeding because such person is or was a director, officer, agent, fiduciary or employee of the Corporation or because such person is or was serving another entity or employee benefit plan as a director, officer, partner, trustee, employee, fiduciary or agent at the Corporation’s request. The Corporation shall further have the authority, to the maximum extent permitted by law, to purchase and maintain insurance providing such indemnification.

ARTICLE IX
BYLAWS

The initial Bylaws of the Corporation shall be adopted by its Board of Directors, in which also shall be vested the power to alter, amend or repeal the Bylaws and to adopt new Bylaws.

ARTICLE X
INCORPORATOR

The name and the mailing address of the sole incorporator are as follows:

E. Lee Reichert, Esq.
Kamlet Shepherd & Reichert, LLP
1515 Arapahoe Street, Tower 1, Suite 1600
Denver, CO 80202

3

ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
NEWCO3, INC.

Pursuant to §7-110-106 and part 3 of Article 90 of Title 7, Colorado Revised Statutes, these Articles of Amendment to Articles of Incorporation are delivered to the Colorado Secretary of State for filing.

1.     The name of the corporation is Newco3, Inc. (the “Corporation”). The Corporation’s original Articles of Incorporation were filed with the Colorado Secretary of State on September 9, 2008 (the “Articles of Incorporation”).

2.     These Articles of Amendment to Articles of Incorporation (these “Articles of Amendment”) were duly adopted by the Board of Directors and the sole shareholder of the Corporation by written consent in accordance with the Colorado Business Corporation Act and the Bylaws of the Corporation.

3.     In accordance with the provisions of the Colorado Business Corporation Act (the “Act”), these Articles of Amendment shall become effective upon their filing date.

4.     These Articles of Amendment hereby amend and restate Articles IV and Article V of the Articles of Incorporation of the Corporation to read as follows:

ARTICLE IV
CAPITAL STOCK

A.    Authorized Capital. The aggregate number of shares that the Corporation shall have authority to issue is 3,000,000,000 shares of common stock (the “Common Stock”) and 10,000,000,000 shares of preferred stock, all without par value, with the power to divide the shares in the capital for the time being into classes or series and to attach thereto respectively any preferred, deferred or qualified rights, privileges or conditions, including restrictions on voting rights and including redemption, purchase and other acquisition of such shares, subject, however, to the laws of the State of Colorado. Subject to Article V, Section E, and the rights of any shares of the Corporation ranking senior to the Common Stock, the Common Stock shall be entitled to receive the net assets of the Corporation upon dissolution.

B.    Voting. Each shareholder of Common Stock of record shall be entitled to vote and shall have one vote for each share of Common Stock outstanding in such shareholder’s name on the books and records of the Corporation, except that in the election of directors such shareholder shall have the right to vote such number of shares for as many persons as there are directors to be elected. Cumulative voting shall not be allowed in the election of directors or for any other purpose. Except as otherwise provided in the laws of the State of Colorado, the holders of preferred stock shall not be entitled to receive notice of, or to attend or to vote at, any meeting of the shareholders of the Corporation.

ARTICLE V
DESIGNATION OF THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE
CORPORATION’S SERIES A PREFERRED STOCK

A.    Designation and Number of Shares. The designation of the series of preferred stock authorized hereby shall be Series A Preferred Stock (the “Series A Preferred Stock”). The maximum number of shares of Series A Preferred Stock shall be 10,000,000,000 shares. Except as otherwise provided in the Articles of Incorporation, as amended from time to time, or as otherwise required by applicable law, all shares of Series A Preferred Stock shall be identical in all respects and shall entitle the holders thereof to the same rights, powers, preferences and privileges, subject to the same qualifications, limitations and restrictions.

B.    Definitions. With respect to the Series A Preferred Stock, the following terms shall have the meanings ascribed to them below:

1.     “Redemption Amount” in respect of each share of Series A Preferred Stock means U.S. $100.00.

2.     “Redemption Date” means in respect of each share of Series A Preferred Stock, the date that is twenty-five (25) years from the date of issuance of such share of Series A Preferred Stock.

3.     “Redemption Price” in respect of each share of Series A Preferred Stock means the Redemption Amount together with accrued and unpaid dividends up to the date of liquidation, dissolution or winding up or the date of redemption, as the case may be.

C.    Dividends.

1.     The holders of the Series A Preferred Stock shall be entitled to receive and the Corporation shall thereon, as and when declared by the Board of directors out of the moneys of the Corporation properly applicable to the payment of dividends, cumulative preferential dividends at a rate per share of five percent (5%) of the Redemption Amount per annum.

2.     Payment of dividends (less any tax required to be withheld by the Corporation) shall, subject as hereinafter provided, be made by check of the Corporation payable at par at any branch in the U.S. of the Corporation’s bankers or in such other manner as the payee may approve. Dividends which are represented by a check which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed for a period of six (6) years from the date on which they were declared to be payable shall be forfeited to the Corporation.

3.     Except with the consent in writing of the holders of all the Series A Preferred Stock outstanding, no dividends shall at any time be declared and paid, or declared and set aside for payment, on the Common Stock or any other shares of the Corporation ranking junior to the Series A Preferred Stock, in any year, unless accrued and unpaid dividends as provided for above have been declared on the Series A Preferred Stock and the full amount of such dividends on the Series A Preferred Stock then issued and outstanding shall have been paid, or provided for, at the date of such declaration and payment or setting aside of dividends on the Common Stock or other shares of the Corporation ranking junior to the Series A Preferred Stock.

4.     The holders of the Series A Preferred Stock shall not be entitled to any dividends other than or in excess of the dividends hereinbefore provided for.

D.    No Voting Rights. Except as otherwise provided in the Act, the holders of the Series A Preferred Stock shall not be entitled to receive notice of, or to attend or to vote at, any meeting of the shareholders of the Corporation.

E.    Liquidation, Dissolution or Winding-up. In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other return of capital or distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of the Series A Preferred Stock shall be entitled to receive in respect of each such share, before any distribution of any part of the assets of the Corporation among the holders of the Common Stock and any other shares of the Corporation ranking junior to the Series A Preferred Stock, an amount equal to the Redemption Price. After payment to the holders of the Series A Preferred Stock of the amount so payable to such holders as herein provided, the holders of the Series A Preferred Stock shall not be entitled to share in any further distribution of the property or assets of the Corporation.

F.     Mandatory Redemption. The Corporation shall, on each Redemption Date with respect to Series A Preferred Stock, redeem all Series A Preferred Stock required to be redeemed by paying to such holder an amount equal to the aggregate Redemption Price on presentation and surrender of the certificate(s) for the Series A Preferred Stock to be so redeemed at the registered office of the Corporation. The certificate(s) for such Series A Preferred Stock shall thereupon be cancelled and the Series A Preferred Stock represented thereby shall thereupon be redeemed. Payment of the aggregate Redemption Price for the Series A Preferred Stock to be redeemed shall be made, at the option of the Corporation, (i) by delivery to such holder of a check of the Corporation payable at par at any branch in the United States of the Corporation’s bankers or (ii) by wire transfer by the Corporation to the holder of the Series A Preferred Stock. From and after the Redemption Date, such Series A preferred Stock shall cease to be entitled to dividends and the holder thereof shall not be entitled to exercise any of the rights of holders of Series A Preferred Stock in respect thereof unless payment of the said Redemption Price is not made on the Redemption Date, in which case the rights of the holder of the Series A Preferred Stock shall remain unaffected until payment in full of the Redemption Price.

2

G.    Partial Redemption. If fewer than all Series A Preferred Stock represented by a certificate are redeemed, the holder shall be entitled to receive, at the expense of the Corporation, a new certificate representing the Series A Preferred Stock which have not been redeemed.

H.    Restriction on Dividends and Other Distributions. Except with the consent in writing of the holders of all the Series A Preferred Stock outstanding, no dividends shall at any time be declared and paid, or declared and set aside for payment, and no other distributions shall at any time be made on or in respect of the Common Stock, or any other shares of the Corporation ranking junior to the Series A Preferred Stock, if the payment or setting aside for payment of such dividend or the making of such distribution would impair the ability of the Corporation to redeem any Series A Preferred Stock pursuant to Paragraph F of this Article Fifth.

I.     Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing shares of Series A Preferred Stock (including fractional shares), and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation, or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on the Series A Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate.

J.     Amendment and Waiver. No amendment, modification or waiver of any provision hereof shall be binding or effective without the prior written consent of the holders of a majority of the Series A Preferred Stock outstanding at the time such action is taken.

K.    Notices. Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be delivered by (1) registered or certificate mail, return receipt requested and postage prepaid, (2) by reputable overnight courier service, charges prepaid, or (3) via electronic mail or facsimile and shall be deemed to have been given when so mailed or sent (i) to the Corporation, at its principal executive offices and (ii) to any shareholder, at such holder’s address as it appears in the stock records of the Corporation (unless otherwise indicated by any such holder).

L.    Restrictions on Transfer. The Corporation may, in its Bylaws, or otherwise, impose restrictions on the transfer of its shares.

3

EX-3.13

Exhibit 3.13

AMENDED AND RESTATED BYLAWS

(THESE “BYLAWS”)

OF

NEWCO3, INC.

a Colorado corporation

ARTICLE I

Offices

1.Principal Office.  The principal office of Newco3, Inc.  (the “Company”) shall be designated from time to time by the Board of Directors and may be within or outside of Colorado.

2.Registered Office.  The registered office of the Company required by the Colorado Business Corporation Act, as it may be amended or superseded, together with the Colorado Corporations and Associations Act, as amended or superseded (collectively, the “Act”), to be maintained in the State of Colorado may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time by the Board of Directors.

3.Other Offices.  The Company may have one or more offices at such place or places within or outside of Colorado as the Board of Directors may from time to time determine or as the business of the Company may require.

ARTICLE II

Shareholders’ Meetings

1.Annual Meetings.  The annual meeting of the shareholders shall be held annually on such date and at such time and place as may be determined by the Board of Directors (or by the President in the absence of action by the Board of Directors) from time to time.  At such meeting, the shareholders shall elect a Board of Directors and shall transact such other business as may be brought properly before the meeting.  If the election of directors is not held on the day fixed as provided herein for any annual meeting of the shareholders, or any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as it may conveniently be held.

A shareholder may apply to the district court in the county in Colorado where the Company’s principal office is located or, if the Company has no principal office in Colorado, to the district court of the county in which the Company’s registered office is located to seek an order that a shareholders’ meeting be held (i) if an annual meeting was not held within six months after the close of the Company’s most recently ended fiscal year or fifteen months after its last annual meeting, whichever is earlier, or (ii) if the shareholder participated in a proper call

1

of, or proper demand for, a special meeting and notice of the special meeting was not given within thirty days after the date of the call or the date the last of the demands necessary to require calling of the meeting was received by the Company pursuant to C.R.S. § 7–107–102(1)(b), or the special meeting was not held in accordance with the notice.

2.Special Meetings.  Special meetings of shareholders for any purpose or purposes, unless otherwise prescribed by the Act or by the Articles of Incorporation of the Company, as in effect from time to time (the “Articles of Incorporation”), may be called at any time by the Chairman, by the President (if he is also a member of the Board of Directors) or by the Board of Directors.  A special meeting shall be called by the President or the Secretary upon one or more written demands (which shall state the purpose or purposes therefor) signed and dated by the holders of shares representing not less than ten percent of all votes entitled to be cast on any issue proposed to be considered at the meeting.

3.Place of Meetings.  The Board of Directors may designate any place, either within or outside of Colorado, as the place for any annual meeting or any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or outside of Colorado, as the place for such meeting.  If no place is designated in the notice, or if a special meeting is called other than by the Board of Directors, the place of the meeting shall be the principal office of the Company.

4.Notice of Meetings.  Not less than ten nor more than sixty days prior to each annual or special meeting of shareholders, written notice of the date, time and place of each meeting shall be given to each shareholder entitled to vote at such meeting.  If the authorized shares of the Company are proposed to be increased, at least thirty days’ notice in like manner shall be given.  If the Act prescribes notice requirements for particular circumstances (as in the case of the sale, lease or exchange of the Company’s assets other than in the usual and regular course of business, or the merger or dissolution of the Company), the provisions of the Act shall govern.

Notice of a special meeting shall include a description of the purpose or purposes of the meeting. Notice of an annual meeting need not include a description of the purpose or purposes of the meeting except the purpose or purposes shall be stated with respect to (i) an amendment to, or restatement of, the Articles of Incorporation of the Company, (ii) a merger or share exchange in which the Company is a party and, with respect to a share exchange, in which the Company’s shares will be acquired, (iii) a sale, lease, exchange, or other disposition, other than in the usual and regular course of business, of all or substantially all of the property of the Company or of another entity that this Company controls, in each case with or without the goodwill, (iv) a dissolution of the Company, or (v) any other purpose for which a statement of purpose is required by the Act. Notice shall be given personally or by mail, private carrier, telegraph, teletype, electronically transmitted facsimile, or other form of wire or wireless communication by or at the direction of the President, the Secretary, or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting. If mailed and if in a comprehensible form, such notice shall be deemed to be given and effective when deposited in the United States mail, properly addressed to the shareholder at the shareholder’s address as it appears in the Company’s current record of shareholders, with first class postage prepaid. If notice is given other than by mail, and provided that such notice is in a

2

comprehensible form, the notice is given and effective on the date actually received by the shareholder.

If requested by the person or persons lawfully calling such meeting, the Secretary shall give notice thereof at corporate expense. No notice need be sent to any shareholder if three successive notices mailed to the last known address of such shareholder have been returned as undeliverable until such time as another address for such shareholder is made known to the Company by such shareholder. In order to be entitled to receive notice of any meeting, a shareholder shall advise the Company in writing of any change in such shareholder’s mailing address as shown on the Company’s books and records.

When a meeting is adjourned to another date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place of such meeting is announced before adjournment at the meeting at which the adjournment is taken. At the adjourned meeting, the Company may transact any business that may have been transacted at the original meeting. If the adjournment is for more than 120 days, or if a new record date is fixed for the adjourned meeting, a new notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting as of the new record date.

5.Waiver of Notice.  A shareholder may waive any notice, whether before or after the date or time stated in the notice as the date or time when any action will occur or has occurred.  The waiver shall be in writing, be signed by the shareholder entitled to the notice, and be delivered to the Secretary for inclusion in the minutes or filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.  Further, by attending a meeting, either in person or by proxy, a shareholder waives objection to lack of notice or defective notice of the meeting unless the shareholder objects at the beginning of the meeting to the holding of the meeting or the transaction of business at the meeting because of lack of notice or defective notice. By attending the meeting, the shareholder also waives any objection to consideration at the meeting of a particular matter not within the purpose or purposes described in the meeting notice unless the shareholder objects to considering the matter when it is presented.

6.Fixing of Record Date.  For the purpose of determining shareholders entitled to (i) notice of or vote at any meeting of shareholders or any adjournment thereof, (ii) receive distributions or share dividends, (iii) demand a special meeting, or (iv) make a determination of shareholders for any other proper purpose, the Board of Directors may fix a future date as the record date for any such determination of shareholders, such date in any case to be not more than seventy days, and, in case of a meeting of shareholders, not less than ten days, prior to the date on which the particular action requiring such determination of shareholders is to be taken. If no record date is fixed by the Board of Directors, the record date shall be the day before the notice of the meeting is given to shareholders or the date on which the resolution of the Board of Directors providing for a distribution is adopted, as the case may be. When a determination of shareholders entitled to vote at any meeting of shareholders is made as provided in this section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. Unless otherwise specified when the record date is fixed,

3

the time of day for such determination shall be as of the Company’s close of business on the record date.

Notwithstanding the above, the record date for determining the shareholders entitled to take action without a meeting or entitled to be given notice of action so taken shall be the date a writing upon which the action is taken is first received by the Company. The record date for determining shareholders entitled to demand a special meeting shall be the date of the earliest of any of the demands pursuant to which the meeting is called.

7.Voting Lists.  After a record date is fixed for a shareholders’ meeting, the Secretary shall make, at the earlier of ten days before such meeting or two business days after notice of the meeting has been given, a complete list of the shareholders entitled to be given notice of such meeting or any adjournment thereof. The list shall be arranged by voting groups and, within each voting group, by class or series of shares, shall be in alphabetical order within each class or series, and shall show the address and the number of shares of each class or series held by each shareholder. For the period beginning the earlier of ten days prior to the meeting or two business days after notice of the meeting is given and continuing through the meeting and any adjournment thereof, this list shall be kept on file at the principal office of the Company, or at a place (which shall be identified in the notice) in the city where the meeting will be held. Such list shall be available for inspection on written demand by any shareholder (including, for the purpose of this Section 7, any holder of voting trust certificates) or the shareholder’s agent or attorney during regular business hours and during the period available for inspection. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

Any shareholder, the shareholder’s agent, or attorney may copy the list during regular business hours and during the period it is available for inspection, provided (i) the shareholder has been a shareholder for at least three months immediately preceding the demand or holds at least five percent of all outstanding shares of any class of shares as of the date of the demand, (ii) the demand is made in good faith and for a purpose reasonably related to the demanding shareholder’s interest as a shareholder, (iii) the shareholder describes with reasonable particularity the purpose and the records the shareholder desires to inspect, (iv) the records are directly connected with the described purpose, and (v) the shareholder pays a reasonable charge covering the costs of labor and material for such copies, not to exceed the estimated cost of production and reproduction.

8.Informal Action by Unanimous Consent of Shareholders.  Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a written consent (or counterparts thereof) that sets forth the action so taken is signed by the shareholders holding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote with respect to the subject matter thereof were present and voted and received by the Company. Such consent shall have the same force and effect as a unanimous vote of the shareholders and may be stated as such in any document. The Company may receive such writing by electronically transmitted facsimile or other form of wire or wireless communication providing the Company with a complete copy thereof, including a copy of the signature thereto.

4

No action taken pursuant to this Section 8 shall be effective unless, within sixty days after the date the Company first receives a writing describing and consenting to the action and signed by a shareholder, the Company has received writings that describe and consent to the action, signed by shareholders holding at least the number of shares entitled to vote on the action as required above (disregarding any consent that has been revoked as provided below). Action taken under this Section 8 is effective as of the date the last writing necessary to effect the action is received by the Company unless all of the writings necessary to effect the action specify a different effective date, in which case such specified date shall be the effective date for such action. If any shareholder revokes the shareholder’s consent as provided for herein prior to what would otherwise be the effective date, the action proposed in the consent shall be invalid. Unless otherwise fixed by statute or a court, the record date for determining shareholders entitled to take action pursuant to this Section 8 is the date the Company first receives a writing upon which the action is taken.

Any shareholder who has signed a writing describing and consenting to action taken pursuant to this Section 8 may revoke such consent by a writing signed and dated by the shareholder describing the action and stating that the shareholder’s prior consent thereto is revoked if such writing is received by the Company before the effectiveness of the action.

9.Quorum.  Shareholders may take action at a meeting only if a quorum of the shares entitled to vote is represented in person or by proxy.  Unless otherwise provided in the Act or in the Company’s Articles of Incorporation, holders of a majority of the shares entitled to vote constitutes a quorum for action at a shareholders’ meeting.

If a quorum is not present, the shares present at the meeting shall have the power to adjourn the meeting, until the requisite number of shares shall be present or represented.

10.Adjournment.  At the adjourned meeting, any business may be transacted that might have been transacted at the original meeting.  If the adjournment is for more than 120 days from the date of the original meeting, a notice of the adjourned meeting shall be given to each shareholder entitled to vote at such meeting.

11.Proxies.  At all meetings of shareholders, a shareholder may vote by proxy by signing an appointment form or similar writing, either personally or by the shareholder’s duly authorized attorney—in—fact. A shareholder may also appoint a proxy by transmitting or authorizing the transmission of a telegram, teletype, or other electronic transmission providing a written statement of the appointment to the proxy, a proxy solicitor, proxy support service organization, any other person duly authorized by the proxy to receive appointments as agent for the proxy, or to the Company. The transmitted appointment shall set forth or be transmitted with written evidence from which it can be determined that the shareholder transmitted or authorized the transmission of the appointment. The proxy appointment form or similar writing shall be filed with the Secretary of the Company before or at the time of the meeting. The appointment of a proxy is effective when received by the Company and is valid for eleven months unless a different period is expressly provided in the appointment form or similar writing.

5

Any complete copy, including an electronically transmitted facsimile, of an appointment of a proxy may be substituted for or used in lieu of the original appointment for any purpose for which the original appointment could be used.

Revocation of a proxy does not affect the right of the Company to accept the proxy’s authority unless (i) the Company had notice that the appointment was coupled with an interest and notice that such interest is extinguished is received by the Secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy’s authority under the appointment, or (ii) other notice of the revocation of the appointment is received by the Secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy’s authority under the appointment. Other notice of revocation may, in the discretion of the Company, be deemed to include the appearance at a shareholders meeting of the shareholder who granted the proxy and the shareholder’s voting in person on any matter subject to a vote at such meeting.

The death or incapacity of the shareholder appointing a proxy does not affect the right of the Company to accept the proxy’s authority unless notice of the death or incapacity is received by the Secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy’s authority under the appointment.

The Company shall not be required to recognize an appointment made irrevocable if it has received a writing revoking the appointment signed by the shareholder (including a shareholder who is a successor to the shareholder who granted the proxy), either personally or by the shareholder’s attorney—in—fact, notwithstanding that the revocation may be a breach of an obligation of the shareholder to another person not to revoke the appointment.

Subject to Section 13 and any express limitation on the proxy’s authority appearing on the appointment form, the Company is entitled to accept the proxy’s vote or other action as that of the shareholder making the appointment.

12.Voting.  Each outstanding share, regardless of class, shall be entitled to one vote, except in connection with the election of each member of the Board of Directors as provided below, and each fractional share shall be entitled to a fractional vote on each matter submitted to a vote at a meeting of the shareholders except to the extent that the voting rights of the shares of any class or classes are limited by the Articles of Incorporation as permitted by the Act. Cumulative voting shall not be permitted in the election of directors or for any other purpose.  Each record holder of stock shall be entitled to vote in the election of directors and shall have as many votes for each of the shares owned by the record holder as there are directors to be elected and for whose election the record holder has the right to vote.

At each election of directors, that number of candidates equaling the number of directors to be elected having the highest number of votes cast in favor of their election shall be elected to the Board of Directors.

13.Company’s Acceptance of Votes.  If the name signed on a vote, consent, waiver, proxy appointment, or proxy appointment revocation corresponds to the name of a shareholder, the Company, if acting in good faith, is entitled to accept the vote, consent, waiver, proxy

6

appointment, or proxy appointment revocation and give it effect as the act of the shareholder. If the name signed on a vote, consent, waiver, proxy appointment, or proxy appointment revocation does not correspond to the name of a shareholder, the Company, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, proxy appointment, or proxy appointment revocation and to give it effect as the act of the shareholder if:

(i)the shareholder is an entity, and the name signed purports to be that of an officer or agent of the entity;

(ii)the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder, and, if the Company requests, evidence of fiduciary status acceptable to the Company has been presented with respect to the vote, consent, waiver, proxy appointment, or proxy appointment revocation;

(iii)the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder, and, if the Company requests, evidence of this status acceptable to the Company has been presented with respect to the vote, consent, waiver, proxy appointment, or proxy appointment revocation;

(iv)the name signed purports to be that of a pledgee, beneficial owner, or attorney—in—fact of the shareholder, and, if the Company requests, evidence acceptable to the Company of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, proxy appointment, or proxy appointment revocation;

(v)two or more persons are the shareholder as cotenants or fiduciaries, and the name signed purports to be the name of at least one of the cotenants or fiduciaries, and the person signing appears to be acting on behalf of all the cotenants or fiduciaries; or

(vi)the acceptance of the vote, consent, waiver, proxy appointment, or proxy appointment revocation is otherwise proper under rules established by the Company that are not inconsistent with this Section 13.

The Company is entitled to reject a vote, consent, waiver, proxy appointment, or proxy appointment revocation if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

Neither the Company nor its officers nor any agent who accepts or rejects a vote, consent, waiver, proxy appointment, or proxy appointment revocation in good faith and in accordance with the standards of this Section is liable in damages for the consequences of the acceptance or rejection.

14.Organization of Meetings.  The Chairman of the annual or any special meeting of the shareholders shall be the President or any person designated by the Board of Directors.  The Secretary or, in his absence, any person appointed by the Chairman of the meeting shall act as Secretary of the meeting.

7

15.Meeting by Telecommunication.  Any or all shareholders may participate in an annual or special shareholders’ meeting by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting.  The Board of Directors may establish the terms and conditions under which shareholders may participate by such means and shall cause the notice of the meeting to contain such terms and conditions.  A shareholder participating in a meeting by this means is deemed to be present in person at the meeting.

ARTICLE III

Board of Directors

1.General Powers.  The property, affairs and business of the Company shall be managed by a Board of Directors except as otherwise provided in the Act or the Articles of Incorporation.  In addition to the powers expressly conferred upon it by these Bylaws, the Board of Directors may exercise all such other powers as are not required by statute, resolution of the Board of Directors, the Articles of Incorporation, or by these Bylaws, to be exercised or done by the shareholders.

2.Number, Tenure and Qualification.  The number of directors may be increased to fifteen and may be decreased to any number not less than the number of shareholders from time to time, by resolution of the Board of Directors, provided that no such decrease shall have the effect of shortening the term of any incumbent director.  Directors must be natural persons at least eighteen years of age but need not be shareholders or residents of the State of Colorado.  The Board of Directors shall be elected at each annual meeting of shareholders and each director shall hold office until the next annual meeting of shareholders, until such director’s successor shall be elected and qualified, or until such director’s earlier death, resignation or removal.

3.Annual and Regular Meetings.  The Board of Directors shall hold its annual meeting without notice on the same day and at the same place as, but just following, the annual meeting of the shareholders, or at such other date, time and place as may be determined by the Board of Directors.  Regular meetings of the Board of Directors shall be held without notice at such dates, times and places as may be determined by the Board of Directors by resolution.

4.Special Meetings.  Special meetings of the Board of Directors may be held, with proper notice, upon the call of the Chairman of the Board of Directors or by at least one-third of the members of the Board of Directors at such time and place as specified in the notice.

5.Notice of Special Meetings.

(a)Notice of the date, time and place of each special meeting of the Board of Directors shall be given to each director at least two days prior to such meeting.  The notice of a special meeting of the Board of Directors need not state the purpose or purposes of the meeting.  Notice to each director of any special meeting may be given in person or by telephone, telegraph, teletype, electronically transmitted facsimile, or other form of wire or wireless communication; or by mail or private carrier.

8

(b)Oral notice to a director of any special meeting is effective when communicated.  Written notice to a director of any special meeting is effective at the earliest of: (i) the date received; (ii) five days after it is mailed; or (iii) the date shown on the return receipt if mailed by registered or certified mail, return receipt requested, if the return receipt is signed by or on behalf of the director to whom the notice is addressed.

6.Waiver of Notice.

(a)A director may waive any notice of a meeting before or after the time and date of the meeting stated in the notice.  The waiver shall be in writing and signed by the director entitled to the notice.  Such waiver shall be delivered to the Secretary for filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.

(b)A director’s attendance at or participation in a meeting waives any required notice to him of the meeting unless:

(i)at the beginning of the meeting, or promptly upon his later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting; or

(ii)if special notice was required of a particular purpose, the director objects to transacting business with respect to the purpose for which such special notice was required and does not thereafter vote for or assent to action taken at the meeting with respect to such purpose.

7.Informal Action by Directors.  Any action required or permitted to be taken at a meeting of the Board of Directors or any committee designated by the Board of Directors may be taken without a meeting if a written consent (or counterparts thereof) that sets forth the action so taken is signed by all of the directors entitled to vote with respect to the action taken.  Such consent shall have the same force and effect as a unanimous vote of the directors or committee members and may be stated as such in any document.  Unless the consent specifies a different effective time or date, action taken under this Section 7 is effective at the time or date the last director signs a writing describing the action taken unless, before such time, any director has revoked the director’s consent by a writing signed by the director and received by the President or Secretary of the Company.

8.Quorum and Manner of Acting.  Except as otherwise provided by the Act or by these Bylaws, a majority of the number of directors in office at the time of any regular or special meeting of the Board of Directors shall constitute a quorum for the transaction of business at such meeting.  The act of a majority of the directors present at the meeting at which a quorum is present shall be the act of the Board of Directors.  In the absence of a quorum, a majority of the directors present may, without notice other than announcement at the meeting, adjourn the meeting from time to time until a quorum can be obtained.

9

9.Organization and Procedure.  The Board of Directors may elect a Chairman of the Board of Directors from among its members.  If the Board of Directors deems it necessary, it may elect a Vice Chairman of the Board of Directors from among its members to perform the duties of the Chairman of the Board of Directors in his absence and such other duties as the Board of Directors may assign.  The Chairman of the Board of Directors or, in his absence, the Vice Chairman of the Board of Directors, or in his absence, any director chosen by a majority of the directors present, shall act as chairperson of the meetings of the Board of Directors.  The Secretary, any Assistant Secretary, or any other person appointed by the chairperson shall act as Secretary of each meeting of the Board of Directors.

10.Resignation.  Any director of the Company may resign at any time by giving written notice to the Board of Directors or the Secretary of the Company at the Company’s principal office.  Such resignation shall take effect at the date of receipt of such notice unless the notice specifies a later effective date.  Unless otherwise specified in the notice of resignation, the Company’s acceptance of such resignation shall not be necessary to make it effective.

11.Removal.  Directors shall be removed in the manner provided by the Act. Any director may be removed by the shareholders, with or without cause, at a meeting called for that purpose. The notice of the meeting shall state the purpose or one of the purposes of the meeting is removal of the director. A director may be removed only if the number of votes cast in favor of removal exceeds the number of votes cast against removal.  A vacancy in the Board of Directors caused by any such removal may be filled by the shareholders at such meeting or, if such shareholders at such meeting shall fail to fill such vacancy, by a majority of the remaining directors at any time before the end of the unexpired term of the director removed.

12.Vacancies.  A vacancy occurring in the Board of Directors, other than a vacancy due to an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining members of the Board of Directors even if the remaining directors constitute less than a quorum, or by the affirmative vote of two directors if there are only two directors remaining, or by a sole remaining director, or by the shareholders.  Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office or by the shareholders.  A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

13.Dissenting Directors.  A director who is present at a meeting of the Board of Directors or any committee when corporate action is taken is deemed to have assented to the action taken unless:

(a)he objects at the beginning of such meeting, or promptly upon his later arrival, to the holding of the meeting or the transacting of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting;

(b)he contemporaneously requests that his dissent or abstention as to any specific action taken be entered in the minutes of such meeting; or

10

(c)he gives written notice of his dissent or abstention as to any specific action to the presiding officer of such meeting before its adjournment or to the Secretary of the Company promptly after adjournment of such meeting.

A director may dissent to a specific action at a meeting while assenting to others.  The right of dissent as to a specific action in a meeting of the Board of Directors or a committee is not available to a director who votes in favor of such action.

14.Executive and Other Committees.  Except as otherwise required by the Act, the Board of Directors, by the vote of a majority of the number of directors then in office, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in the resolution and except as otherwise prescribed by the Act, shall have and may exercise the authority delegated to them by the Board of Directors by charter, resolution or otherwise.  No committee shall:

(a)authorize dividends or other distributions;

(b)approve or propose to shareholders actions or proposals required by the Act to be approved by shareholders;

(c)fill vacancies on the Board of Directors or on any of its committees;

(d)amend the Articles of Incorporation;

(e)adopt, amend, or repeal these Bylaws;

(f)approve a plan of merger not requiring shareholder approval;

(g)authorize or approve the reacquisition of shares unless pursuant to a formula or method prescribed by the Board of Directors; or

(h)authorize or approve the issuance or sale of shares, or a contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares; except that the Board of Directors may authorize a committee or officer to do so within limits specifically prescribed by the Board of Directors.  The committee shall then have full power within the limits set by the Board of Directors to adopt any final resolution setting forth all preferences, limitations, and relative rights of such class or series and to authorize an amendment of the Articles of Incorporation stating the preferences, limitations, and relative rights of a class or series for filing with the Secretary of State under the Act.

The provisions of these Bylaws governing meetings, action without a meeting of the Board of Directors, notice, waiver of notice, and quorum and voting requirements of the Board of Directors shall apply to committees and their members.  Each committee established by the Board of Directors shall prepare minutes of its meetings which shall be delivered to the Secretary of the Company for inclusion in the Company’s records.

Neither the designation of any such committee, the delegation of authority to such committee, nor any action by such committee pursuant to its authority shall alone constitute

11

compliance by any member of the Board of Directors or a member of the committee in question with the member’s responsibility to conform to the standard of care set forth in Article III, Section 17 of these Bylaws.

15.Compensation of Directors.  The Board of Directors shall determine and fix the compensation, if any, and the reimbursement of expenses which shall be allowed and paid to the directors.  Nothing herein contained shall be construed to preclude any director from serving the Company in any other capacity or any of its subsidiaries in any other capacity and receiving proper compensation therefor.

16.Meeting by Telecommunication.  One or more members of the Board of Directors or a committee may participate in a regular or special meeting of the Board of Directors or committee through the use of any means of communication by which all persons participating in the meeting can hear each other at the same time.  Such participation shall constitute presence in person at the meeting.

17.Standard of Care.  A director shall perform the director’s duties as a director, including, without limitation, the director’s duties as a member of any committee of the Board of Directors, in good faith, in a manner the director reasonably believes to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. In performing the director’s duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by the persons herein designated.  However, the director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance to be unwarranted.  A director shall not be liable to the Company or its shareholders for any action the director takes or omits to take as a director if, in connection with such action or omission, the director performs the director’s duties in compliance with this Section 17.

The designated persons on whom a director is entitled to rely are (i) one or more officers or employees of the Company whom the director reasonably believes to be reliable and competent in the matters presented, (ii) legal counsel, public accountant, or other person as to matters that the director reasonably believes to be within such person’s professional or expert competence, or (iii) a committee of the Board of Directors on which the director does not serve if the director reasonably believes the committee merits confidence.

ARTICLE IV

Officers and Agents

1.Appointment and Tenure.  The officers of the Company shall consist of a President, a Secretary and a Treasurer.  The Board of Directors may also designate and appoint such other officers (including a Chairman of the Board of Directors (sometimes herein called the “Chairman”) and a Chief Legal Officer), one or more Vice Presidents and assistant officers as may be deemed necessary.  The Board of Directors or an officer or officers so authorized shall appoint the Company’s officers at each annual meeting of the Board of Directors held after such annual meeting of the shareholders or at such other times as the Board of Directors or appointing

12

person or persons shall designate.  Each officer shall hold office until the first of the following occurs: the officer’s successor shall have been duly appointed and qualified, the officer’s death, the officer’s resignation, or the officer’s removal in the manner provided in Section 2.  Such officers at all times shall be subject to the supervision, direction and control of the Board of Directors.  Except as expressly prescribed by these Bylaws, the Board of Directors of the officer or officers authorized by the Board of Directors shall from time to time determine the procedure for the appointment of officers, their authority and duties, and their compensation, provided that the Board of Directors may change the authority, duties, and compensation of any officer who is not appointed by the Board of Directors.  Any two or more offices may be held by the same person.  Each officer shall be a natural person who is eighteen years of age or older.

2.Resignation, Removal and Vacancies.  Any officer or agent may resign at any time by giving written notice of resignation to the Board of Directors by delivery of such notice to the Secretary.  Such resignation shall take effect when the notice is received by the Company unless the notice specifies a later effective date, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.  The Board of Directors, or an officer or officers authorized by the Board of Directors, may remove any officer or agent at any time with or without cause.  Such removal does not affect the contract rights, if any, of the Company or of the person so removed.  The appointment of an officer or agent shall not in itself create contract rights.  If any office becomes vacant for any reason, the vacancy may be filled by, or as specifically authorized by, the Board of Directors.  An officer appointed to fill a vacancy shall serve for the unexpired term of such officer’s predecessor, or until such officer’s earlier death, resignation or removal.  If an officer resigns and the officer’s resignation is made effective at a later date, the Board of Directors, or officer or officers authorized by the Board of Directors, may permit the officer to remain in office until the effective date and may fill the pending vacancy before the effective date if the Board of Directors, or officer or officers authorized by the Board of Directors, provide that the successor shall not take office until the effective date.  In the alternative, the Board of Directors, or officer or officers authorized by the Board of Directors, may remove the officer at any time before the effective date and may fill the resulting vacancy.

3.Temporary Delegation of Duties.  In case of the absence of any officer, or his disability to perform his duties, or for any other reason deemed sufficient by the Board of Directors, the Board of Directors may delegate the powers and duties of such officer to any other officer or to any director temporarily, provided that a majority of the whole Board of Directors concur and that no such delegation shall result in giving to the same person conflicting duties.

4.Chairman of the Board of Directors.  The Chairman of the Board of Directors shall preside at meetings of the Board of Directors and of the shareholders, at which he is present, and shall perform such other duties as the Board of Directors may from time to time determine.

5.Chief Executive Officer.  The Chief Executive Officer (sometimes referred to herein as the “CEO”), if one is elected by the Board of Directors, shall perform all duties customarily delegated to the chief executive officer of a corporation and such other duties as may from time to time be assigned to him by the Board of Directors and these Bylaws.

13

6.President.  If there is no separate CEO, the President shall be the CEO of the Company; otherwise, the President shall be responsible to the CEO for the day-to-day operations of the Company.  The President shall have general and active management of the business of the Company; shall see that all orders and resolutions of the Board of Directors are carried into effect; and shall perform all duties as may from time to time be assigned by the Board of Directors or the CEO.

7.Vice Presidents.  The Vice Presidents, if any, shall perform such duties and possess such powers as from time to time may be assigned to them by the Board of Directors or the President.

8.Secretary.  The Secretary of the Company (sometimes referred to herein as the “Secretary”) shall have the duty and power to:

(a)assure that all notices are given in accordance with the provisions of these Bylaws and as required by law;

(b)prepare and maintain the minutes of the meetings of the shareholders, the Board of Directors and committees thereof, and other records and information required to be kept by the Company pursuant to the Act, including those records set forth in Article X of these Bylaws;

(c)authenticate records of the Company; and

(d)in general, perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by the Board of Directors or the President.

9.Treasurer.  The Treasurer shall have the duty and power to:

(a)have the charge and custody of, and be responsible for, all funds and securities of the Company and deposit all such funds in the name of the Company in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws or as directed by the Board of Directors;

(b)maintain books of account and records and exhibit such books of account and records to any of the directors of this Company at any reasonable time;

(c)render a statement of the condition of the finances of the Company as requested by the Board of Directors and, if called upon to do so, make a full financial report at the annual meeting of the shareholders;

(d)receive, and give receipts for, monies due and payable to the Company from any source whatsoever; and

(e)in general, perform all of the duties incident to the office of Treasurer and such other duties as may, from time to time, be assigned to him by the Board of Directors or the President.

14

10.Chief Legal Officer.  The Chief Legal Officer shall have the duty and power to:

(a)have general charge of all legal matters pertaining to the Company;

(b)attend meetings of the Board of Directors and its committees as appropriate;

(c)represent the Company, or designated counsel to represent the Company, in all legal proceedings;

(d)advise the Company, its Board of Directors, committees and officers on legal questions as may be required; and

(e)in general, perform such other duties and have such other powers as may be prescribed by the President or the Board of Directors.

11.Assistant Secretaries and Assistant Treasurers.  The Assistant Secretaries and Assistant Treasurers, if any, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.  In the absence or at the request of the Secretary or the Treasurer, the Assistant Secretaries or Assistant Treasurers, respectively, shall perform the duties and exercise the powers of the Secretary or Treasurer, as the case may be.

12.Compensation.  The salaries and other compensation of the officers, if any, shall be fixed or authorized from time to time by the Board of Directors.  No officer shall be prevented from receiving such salary or other compensation by reason of the fact that he is also a director of the Company.

ARTICLE V

Directors’ Conflicts of Interest

1.Conflicting Interest Transaction.  The term “conflicting interest transaction” means any of the following:

(a)a loan or other assistance by the Company to a director of the Company or to an entity in which a director of the Company is a director or officer or has a financial interest;

(b)a guaranty by the Company of an obligation of a director of the Company or of an obligation of an entity in which a director of the Company is a director or officer or has a financial interest; or

(c)a contract or transaction between the Company and a director of the Company or between the Company and an entity in which a director of the Company is a director or officer or has a financial interest.

2.Effect of Conflict of Interest.  No conflicting interest transaction shall be void or voidable solely because the conflicting interest transaction involves a director of the Company or

15

an entity in which a director of the Company is a director or officer or has a financial interest or solely because the director is present at or participates in the meeting of the Board of Directors which authorizes, approves, or ratifies the conflicting interest transaction or solely because the director’s vote is counted for such purpose if:

(a)the material facts as to the director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or

(b)the material facts as to the director’s relationship or interest and as to the conflicting interest transaction are disclosed, or are known to the shareholders entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by vote of such shareholders; or

(c)the conflicting interest transaction is fair as to the Company as of the time it is authorized, approved, or ratified by the Board of Directors, a committee thereof, or the shareholders.

3.Notice to Shareholders.  The Board of Directors or a committee thereof shall not authorize a conflicting interest transaction consisting of a loan or guaranty pursuant to paragraph (a) of Section 1 above until at least ten days after written notice of the proposed authorization of the loan or guaranty has been given to the shareholders who would be entitled to vote thereon if the issue of the loan or guaranty were submitted to a vote of the shareholders.

4.Interested Directors.  Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes, approves, or ratifies the contract or transaction.

ARTICLE VI

Indemnification of Certain Persons

1.Authorized Indemnification.  For purposes of this Article VI, a “Proper Person” means any person (including the estate or personal representative of a director) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, by reason of the fact that the Proper Person is or was a director, officer, employee, fiduciary, or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee, fiduciary, or agent of any foreign or domestic profit or nonprofit corporation or of any partnership, joint venture, trust, profit or nonprofit unincorporated association, limited liability company, or other enterprise or employee benefit plan.

The Company shall indemnify any Proper Person against reasonably incurred expenses (including attorneys’ fees), judgments, penalties, fines (including any excise tax assessed with respect to an employee benefit plan), and amounts paid in settlement reasonably incurred by the

16

Proper Person in connection with such action, suit, or proceeding if it is determined by the groups set forth in Section 4 of this Article VI that the Proper Person conducted herself or himself in good faith and that the Proper Person reasonably believed (i) in the case of conduct in the Proper Person’s official capacity with the Company, that the Proper Person’s conduct was in the Company’s best interests, (ii) in all other cases (except criminal cases), that the Proper Person’s conduct was at least not opposed to the Company’s best interests, or (iii) in the case of any criminal proceeding, that the Proper Person had no reasonable cause to believe the Proper Person’s conduct was unlawful. Official capacity means, when used with respect to a director, the office of director and, when used with respect to any other Proper Person, the office in a corporation held by the officer or the employment, fiduciary, or agency relationship undertaken by the employee, fiduciary, or agent on behalf of the Company. Official capacity does not include service for any other domestic or foreign corporation or other person or employee benefit plan.

A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, or beneficiaries of, the plan is conduct that satisfies the requirement in clause (ii) of the preceding paragraph of this Section 1. A director’s conduct with respect to an employee benefit plan for a purpose that the director did not reasonably believe to be in the interests of the participants in, or beneficiaries of, the plan shall be deemed not to satisfy the requirement of this section that the director conduct herself or himself in good faith.

No indemnification shall be made under this Article VI to a Proper Person with respect to any claim, issue, or matter in connection with a proceeding by or in the right of the Company in which the Proper Person was adjudged liable to the Company or in connection with any proceeding charging that the Proper Person derived an improper personal benefit, whether or not involving action in an official capacity, in which the Proper Person was adjudged liable on the basis that the Proper Person derived an improper personal benefit. Further, indemnification under this section in connection with a proceeding brought by or in the right of the Company shall be limited to reasonable expenses, including attorneys’ fees, incurred in connection with the proceeding.

2.Mandatory Indemnification.  The Company shall indemnify any Proper Person who was wholly successful, on the merits or otherwise, in defense of any action, suit, or proceeding as to which the Proper Person was entitled to indemnification under Section l of this Article VI against expenses (including attorneys’ fees) reasonably incurred by the Proper Person in connection with the proceeding without the necessity of any action by the Company other than the determination in good faith that the defense has been wholly successful.

3.Effect of Termination of Action.  The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person seeking indemnification did not meet the standards of conduct described in Section 1 of this Article VI. Entry of a judgment by consent as part of a settlement shall not be deemed an adjudication of liability as described in Section 2 of this Article VI.

17

4.Groups Authorized to Make Indemnification Determination.  Except where there is a right to indemnification as set forth in Section 2 of this Article VI or where indemnification is ordered by a court in Section 5, any indemnification shall be made by the Company only as determined in the specific case by a proper group that indemnification of the Proper Person is permissible under the circumstances because the Proper Person has met the applicable standards of conduct set forth in Section 1 of this Article VI. This determination shall be made by the Board of Directors by a majority vote of those present at a meeting at which a quorum is present, which quorum shall consist of directors not parties to the proceeding (“Quorum”). If a Quorum cannot be obtained, the determination shall be made by a majority vote of a committee of the Board of Directors designated by the Board of Directors, which committee shall consist of two or more directors not parties to the proceeding except directors who are parties to the proceeding may participate in the designation of directors for the committee. If a Quorum of the Board of Directors cannot be obtained and the committee cannot be established, or even if a Quorum is obtained or the committee is designated and a majority of the directors constituting such Quorum or committee so directs, the determination shall be made by (i) independent legal counsel selected by a vote of the Board of Directors or the committee in the manner specified in this Section 4 or, if a Quorum of the full Board of Directors cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full Board of Directors (including directors who are parties to the action) or (ii) a vote of the shareholders.

Authorization of indemnification and advance of expenses shall be made in the same manner as the determination that indemnification or advance of expenses is permissible except, if the determination that indemnification or advance of expenses is permissible is made by independent legal counsel, authorization of indemnification and advance of expenses shall be made by the body that selected such counsel.

5.Court-Ordered Indemnification.  Any Proper Person may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction for mandatory indemnification under Section 2 of this Article VI, including indemnification for reasonable expenses incurred to obtain court—ordered indemnification. If a court determines that the Proper Person is entitled to indemnification under Section 2 of this Article VI, the court shall order indemnification, including the Proper Person’s reasonable expenses incurred to obtain court—ordered indemnification. If the court determines that such Proper Person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the Proper Person met the standards of conduct set forth in Section 1 of this Article VI or was adjudged liable in the proceeding, the court may order such indemnification as the court deems proper except, if the Proper Person has been adjudged liable, indemnification shall be limited to reasonable expenses incurred in connection with the proceeding and reasonable expenses incurred to obtain court—ordered indemnification.

6.Advance of Expenses.  Reasonable expenses (including attorneys’ fees) incurred in defending an action, suit, or proceeding as described in Section 1 may be paid by the Company to any Proper Person in advance of the final disposition of such action, suit, or proceeding upon receipt of (i) a written affirmation of such Proper Person’s good faith belief that the Proper Person has met the standards of conduct prescribed by Section 1 of this Article VI, (ii) a written undertaking, executed personally or on the Proper Person’s behalf, to repay such advances if it is ultimately determined that the Proper Person did not meet the prescribed

18

standards of conduct (the undertaking shall be an unlimited general obligation of the Proper Person but need not be secured and may be accepted without reference to financial ability to make repayment), and (iii) a determination made by the proper group (as described in Section 4 of this Article VI) that the facts as then known to the group would not preclude indemnification. Determination and authorization of payments shall be made in the same manner specified in Section 4 of this Article VI.

7.Additional Indemnification to Certain Persons Other Than Directors.  In addition to the indemnification provided to officers, employees, fiduciaries, or agents who are not directors of the Company under this Article VI, the Company may also indemnify and advance expenses to them to a greater extent than is provided in these Bylaws if not inconsistent with public policy and if provided for by general or specific action of its Board of Directors or shareholders or by contract.

8.Witness Expenses.  The sections of this Article VI do not limit the Company’s authority to pay or reimburse expenses incurred by a director in connection with an appearance as a witness in a proceeding at a time when the director has not been named as a defendant or respondent in the proceeding.

9.Other Remedies.  Except as limited by the Act, any indemnification provided herein shall be in addition to any other rights to which those indemnified may be entitled by the Act or pursuant to any agreement, vote of shareholders or otherwise, and shall be available to the heirs, personal representatives and successors of the person entitled to such indemnification.

10.Selection of Counsel.  Notwithstanding any other provision of this Article VI, the Company may condition the right to indemnification of a director, officer or employee on its right to select legal counsel representing such director, officer or employee on the terms of this Section 10.

The Company shall have the right to select counsel for any director, officer or employee in any legal action that may give rise to indemnification under this Article VI provided that: (i) the Company consults with the director, officer or employee seeking indemnification with respect to the selection of competent legal counsel; and (ii) the Company pays all reasonable fees and costs incurred by the attorney in defending the director, officer or employee (subject to the Company’s right to recover such fees and costs if it is determined at the conclusion of the action, suit or proceeding that there is no right of indemnification).

Notwithstanding any other provision of this Article VI, the Company shall not be responsible for indemnification of any director, officer or employee who declines to use counsel reasonably selected by the Company as provided in this Section 10.  Counsel shall be deemed to be reasonably selected by the Company if such counsel is a competent attorney who can independently represent the director, officer or employee consistent with the applicable ethical standards of the Code of Professional Responsibility.

11.Report to Shareholders.  Any indemnification of, or advance of expenses to, a director in accordance with this Article VI, if arising out of a proceeding by or on behalf of the Company, shall be reported in writing to the shareholders with or before the notice of the next

19

shareholders’ meeting. If the next shareholder action is taken without a meeting at the instigation of the Board of Directors, such notice shall be given to the shareholders at or before the time the first shareholder signs a writing consenting to such action.

12.Insurance.  The Company may purchase and maintain insurance, in such scope and amounts as the Company deems appropriate, on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the Company, or who, while a director, officer, employee, fiduciary, or agent of the Company, is or was serving at the request of the Company as a director, officer, partner, trustee, employee, fiduciary, or agent of any other foreign or domestic profit or nonprofit corporation or of any partnership, joint venture, trust, profit or nonprofit unincorporated association, limited liability company, other enterprise, or employee benefit plan, against any liability asserted against, or incurred by, such person in that capacity or arising out of such person’s status as such whether the Company would have the power to indemnify such person against such liability under the provisions of this Article VI or applicable law. Any such insurance may be procured from any insurance company designated by the Board of Directors, whether such insurance company is formed under the laws of Colorado or any other jurisdiction of the United States or elsewhere, including any insurance company in which the Company has an equity interest or any other interest, through stock ownership or otherwise.

ARTICLE VII

Execution of Instruments; Loans; Checks and Endorsements;
Deposits; Proxies

1.Execution of Instruments.  Except as otherwise provided by the Board of Directors, the Chairman, the President, any Vice President, the Treasurer, the Secretary, the Chief Legal Officer or any assistant officer shall have the power to execute and deliver on behalf of and in the name of the Company any instrument requiring the signature of an officer of the Company.  Unless authorized to do so by these Bylaws or by the Board of Directors, no agent or employee shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

2.Borrowing.  No loan shall be contracted on behalf of the Company, and no evidence of indebtedness shall be issued, endorsed or accepted in its name, unless authorized by the Board of Directors or a committee designated by the Board of Directors so to act.  Such authority may be general or confined to specific instances.  When so authorized, an officer may (i) effect loans at any time for the Company from any bank or other entity and for such loans may execute and deliver promissory notes or other evidences of indebtedness of the Company; and (ii) mortgage, pledge or otherwise encumber any real or personal property, or any interest therein, owned or held by the Company as security for the payment of any loans or obligations of the Company, and to that end may execute and deliver for the Company such instruments as may be necessary or proper in connection with such transaction.

3.Attestation.  All signatures authorized by this Article may be attested, when appropriate or required, by any officer of the Company except the officer who signs on behalf of the Company.

20

4.Loans to Directors, Officers and Employees.  The Company may lend money to, guarantee the obligations of, and otherwise assist directors, officers and employees of the Company, or directors of another corporation of which the Company owns a majority of the voting stock, only upon compliance with the requirements of the Act.

5.Checks and Endorsements.  All checks, drafts or other orders for the payment of money, obligations, notes or other evidences of indebtedness issued in the name of the Company and other such instruments shall be signed or endorsed for the Company by such officers or agents of the Company as shall from time to time be determined by resolution of the Board of Directors, which resolution may provide for the use of facsimile signatures.

6.Deposits.  All funds of the Company not otherwise employed shall be deposited from time to time to the Company’s credit in such banks or other depositories as shall from time to time be determined by resolution of the Board of Directors, which resolution may specify the officers or agents of the Company who shall have the power, and the manner in which such power shall be exercised, to make such deposits and to endorse, assign and deliver for collection and deposit checks, drafts and other orders for the payment of money payable to the Company or its order.

7.Voting of Securities of Other Entities.  Unless otherwise provided by resolution of the Board of Directors, the Chairman, CEO, or the President, or any officer designated in writing by any of them, is authorized to attend in person, or may execute written instruments appointing a proxy or proxies to represent the Company at, all meetings of any corporation, partnership, limited liability company, association, joint venture, or other entity in which the Company holds any securities or other interests and may execute written waivers of notice with respect to any such meetings.  At all such meetings, any of the foregoing officers, in person or by proxy as aforesaid and subject to the instructions, if any, of the Board of Directors, may vote the securities or interests so held by the Company, may execute any other instruments with respect to such securities or interests, and may exercise any and all rights and powers incident to the ownership of said securities or interests.  Any of the foregoing officers may execute one or more written consents to action taken in lieu of a formal meeting of such corporation, partnership, limited liability company, association, joint venture, or other entity.

ARTICLE VIII

Shares of Stock

1.Certificates of Stock.  The issuance or sale of shares of stock by the Company, with or without certificates, shall be made only upon authorization by the Board of Directors.  The fact that the shares are not represented by certificates shall have no effect on the rights and obligations of the shareholders.  If the shares are represented by certificates, the stock certificates shall be in a form designated by the Board of Directors which complies with provisions of the Act.  They shall be numbered in the order of their issue and shall be signed by the President or the CEO and by the Secretary or the Treasurer.  Facsimile signatures may be used if the certificate is countersigned by a transfer agent.  A transfer agent may be an independent third party, the Company itself, or an employee of the Company.  The validity of any certificate for shares, otherwise valid, shall not be affected in the event that the delivery of such a certificate

21

occurs after an officer or agent whose signature appears therein is no longer an officer or agent.  The stock record books and the blank stock certificate books shall be kept by the Secretary or by any other officer or agent designated by the Board of Directors for that purpose.  Notice of any restrictions on the transfer of stock shall be printed or typed on each stock certificate issued by the Company.  If shares are not represented by certificates within a reasonable time following the issue or transfer of such shares, the Company shall send the shareholder a complete written statement of the information required to be provided to holders of uncertificated shares by the Act.

2.Consideration for Shares.  Certificated or uncertificated shares shall not be issued until the shares represented thereby are fully paid.  The Board of Directors may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the Company, including cash, promissory notes, services performed, or other securities of the Company.  Future services shall not constitute payment or partial payment for shares of the Company.  The promissory note of a subscriber or an affiliate of a subscriber shall not constitute payment or partial payment for shares of the Company unless the note is negotiable and is secured by collateral, other than the shares being purchased, having a fair market value at least equal to the principal amount of the note.  For purposes of this Section 2, “promissory note” means a negotiable instrument on which there is an obligation to pay independent of collateral and does not include a nonrecourse note.

3.Transfer of Stock.  Subject to any transfer restrictions set forth or referred to on the stock certificate or of which the Company otherwise has notice, shares of the Company shall be transferable on the books of the Company upon presentation to the Company or to the Company’s transfer agent of a stock certificate signed by, or accompanied by an executed assignment from, the holder of record thereof, his duly authorized legal representative, or other appropriate person as permitted by the Act.  The Company may require that any transfer of shares be accompanied by proper evidence reasonably satisfactory to the Company or to the Company’s transfer agent that such endorsement is genuine and effective.  Upon presentation of shares for transfer as provided above, the payment of all taxes, if any, therefor, and the satisfaction of any other requirement of law, including inquiry into and discharge of any adverse claims of which the Company has notice, the Company shall issue a new certificate to the person entitled thereto and cancel the old certificate.  Every transfer of stock shall be entered on the stock books of the Company to accurately reflect the record ownership of each share.  The Board of Directors also may make such additional rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the Company.

4.Restrictions on Transfer.  All shares of stock in the Company are transferable and any shareholder may sell, assign, or transfer his shares of stock, provided that no shareholder shall sell his shares in the Company without first offering such shares for sale to the other shareholders of record in accordance with any existing shareholder agreement.  Any such agreement shall be kept on file in the principal office of the Company and shall be available for inspection by any shareholder or any person desiring to purchase stock in the Company.

5.Holders of Record.  The Company shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize

22

any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as may be allowed by these Bylaws or required by the laws of Colorado.

6.Shares Held for the Account of a Specified Person or Persons.  The Board of Directors, in the manner provided by the Act, may adopt a procedure whereby a shareholder of the Company may certify in writing to the Company that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons.

7.Lost, Destroyed and Mutilated Certificates.  The holder of any stock of the Company shall notify the Company of any loss, destruction, or mutilation of the certificate therefor and the Secretary shall cause a new certificate or certificates to be issued to him upon the surrender of the mutilated certificate or, in case of loss or destruction of the certificate, upon such terms and conditions in conformity with law as the Board of Directors may prescribe. The Board of Directors may, in its discretion, require and affidavit of lost certificate and/or a bond in such form and amount (not exceeding double the value of the stock represented by such certificate) as it may determine before issuing a new certificate.

ARTICLE IX

Dividends and Other Distributions

Subject to the provisions of the Act, dividends and other distributions may be declared by the Board of Directors in such form, frequency and amounts as the condition of the affairs of the Company shall render advisable.

ARTICLE X

Corporate Records

1.Permanent Records.  The Company shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or the Board of Directors without a meeting, a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Company, and a record of all waivers of notices of meetings of shareholders and of the Board of Directors or any committee of the Board of Directors.

2.Records at Principal Office.  The Company shall comply with the provisions of the Act regarding maintenance of records and shall keep the following records at its principal office:

(a)its Articles of Incorporation;

(b)its Bylaws;

(c)the minutes of all shareholders’ meetings, and records of all action taken by shareholders without a meeting, for the past three years;

23

(d)all written communications within the past three years to shareholders as a group or to the holders of any class or series of shares as a group;

(e)a list of the names and business addresses of its current directors and officers;

(f)a copy of its most recent corporate report delivered to the Secretary of State pursuant to the Act; and

(g)all financial statements prepared for periods ending during the last three years that a shareholder could have requested pursuant to the Act.

3.Addresses of Shareholders.  Each shareholder shall furnish to the Secretary of the Company or the Company’s transfer agent an address to which notices from the Company, including notices of meetings, may be directed and if any shareholder shall fail so to designate such an address, it shall be sufficient for any such notice to be directed to such shareholder at such shareholder’s address last known to the Secretary or transfer agent.

4.Record of Shareholders.  The Secretary shall maintain, or shall cause to be maintained, a record of the names and addresses of the Company’s shareholders, in a form that permits preparation of a list of shareholders that is arranged by voting group and, within each voting group, by class or series of shares, that is alphabetical within each class or series, and that shows the address of, and the number of shares of each class or series held by, each shareholder.

5.Inspection of Corporate Records.  Shareholders shall have those rights to receive by mail or to inspect and copy such Company records, pursuant to such procedures, as provided in the Act.

6.Audits of Books and Accounts.  The Company’s books and accounts may be audited at such times and by such auditors as shall be specified and designated by resolution of the Board of Directors.

ARTICLE XI

Miscellaneous

1.Corporate Seal.  The corporate seal shall be in the form approved by resolution of the Board of Directors.  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.  The impression of the seal may be made and attested by either the Secretary or any Assistant Secretary for the authentication of contracts or other papers requiring the seal.

2.Fiscal Year.  The fiscal year of the Company shall be as established by the Board of Directors.

3.Emergency Bylaws and Actions.  Subject to repeal or change by action of the shareholders, the Board of Directors may adopt emergency bylaws and exercise other powers in accordance with and pursuant to the provisions of the Act.

24

4.Amendments.  The Board of Directors may amend, restate, or repeal the Bylaws or adopt new Bylaws by the affirmative vote of the number of directors constituting a majority of the full Board of Directors.  The shareholders also may amend, restate, or repeal the Bylaws or adopt new Bylaws.  The power of the Board of Directors to amend or repeal the Bylaws or to adopt new Bylaws may be limited by the Articles of Incorporation; by adoption of an amendment to the Articles of Incorporation, or by an amendment to the Bylaws adopted by the shareholders which reserves such authority in whole or in part to said shareholders with respect to a particular Bylaw.

5.Notice.  Notices, shareholder writings consenting to action, and other documents or writings shall be deemed to have been received by the Company when they are actually received: (i) at the registered office of the Company in Colorado; (ii) at the principal office of the Company (as that office is designated in the most recent document filed by the Company with the Secretary of State for Colorado designating a principal office) addressed to the attention of the Secretary of the Company; (iii) by the Secretary of the Company, wherever the Secretary may be found; or (iv) by any other person authorized from time to time by the Board of Directors or the President to receive such writings, wherever such person is found.

6.Gender.  The masculine gender is used in these Bylaws as a matter of convenience only and shall be interpreted to include the feminine gender as the circumstances indicate.

7.Definitions.  Terms not otherwise defined in these Bylaws shall have the meanings set forth in the Act.

8.Writings and Signatures.  The term “writing” or “written” may include electronic-mail messages or other electronic records as defined in the Uniform Electronic Transactions Act, C.R.S.A. § 24-71.3-102(7), but any such writing will not constitute written notice under these Bylaws and the Act unless delivered and received in accordance with these Bylaws and the Act.  For purposes of these Bylaws (including Section 8 of Article II and Section 7 of Article III of these Bylaws) and the Act, the term “signature” or “signed” shall mean:  (i)  manual signatures of the applicable person or such person’s authorized representative, which signatures may be delivered by facsimile or in portable document format, tagged image format or other electronic format, (ii) any electronic mail message or other writing in machine-readable format that includes the phrase “signed by [name]” or the notation “/s/ [name]” or words of similar import, or (iii) any electronic mail message or other writing that the Company determines evidences the intent of the applicable person to create a signature, and any document or instrument bearing such a signature shall be considered “signed”.  The decision of the Company to accept or reject any signature shall be final and determinative.

9.Conflicts.  In the event of any irreconcilable conflict between these Bylaws and either the Articles of Incorporation or the Act, the Articles of Incorporation shall control; provided that, if there is any irreconcilable conflict between the Articles of Incorporation and the Act, then the Act shall control.

These Bylaws have been approved and adopted by the Board of Directors on this 1st day of June 2016 as the Bylaws of the Company, and shall be effective as of said date.

25

EX-3.14

Exhibit 3.14

Document must be filed electronically. Paper documents will not be accepted. Document processing fee Fees & forms/cover sheets are subject to change. To access other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center.		Colorado Secretary of State
		Date and Time: 11/11/2011 08:00 AM
		ID Number: 20071142926
	$50.00	Document number: 20111626528
		Amount Paid: $100.00
		ABOVE SPACE FOR OFFICE USE ONLY

Articles of Organization

filed pursuant to § 7-80-203 and § 7-80-204 of the Colorado Revised Statutes (C.R.S.)

1.	The domestic entity name of the limited liability company is
		CBC Holdco LLC								.
		(The name of a limited liability company must contain the term or abbreviation “limited liability company”, “ltd. liability company”, “limited liability co.”, “ltd. liability co. ”, “limited”, “l.l.c.”, “llc.”, or “ltd.” .See §7-90-601, C.R.S.)
	(Caution: The use of certain terms or abbreviations are restricted by law. Read instructions for more information.)
2.	The principal office address of the limited liability company’s initial principal office is
	Street address	1225 17th Street
		(Street number and name)
		Suite 3200
		Denver		CO			80202
		(City)		(State)			(ZIP/Postal Code)
					United States
		(Province — if applicable)			(Country)
	Mailing address
	(leave blank if same as street address)	(Street number and name or Post Office Box information)
		(City)		(State)			(ZIP/Postal Code)
								.
		(Province — if applicable)			(Country)
3.	The registered agent name and registered agent address of the limited liability company’s initial registered agent are
	Name
	(if an individual)	Reichert	Lee
		(Last)	(First)			(Middle)			(Suffix)
	OR
	(if an entity)
	(Caution: Do not provide both an individual and an entity name.)
	Street address	1225 17th Street, Suite 3200
		(Street number and name)
		Denver		CO			80202
		(City)		(State)			(ZIP Code)

Rev. 02/28/2008

1

	Mailing address
	(leave blank if same as street address)	(Street number and name or Post Office Box information)
					CO						.
		(City)			(State)		(ZIP Code)
	(The following statement is adopted by marking the box.)
	x The person appointed as registered agent has consented to being so appointed.
4.	The true name and mailing address of the person forming the limited liability company are
	Name
	(if an individual)	Reichert	Lee
		(Last)	(First)			(Middle)			(Suffix)
	OR
	(if an entity)
	(Caution: Do not provide both an individual and an entity name.)
	Mailing address	c/o Molson Coors Brewing Company
		(Street number and name or Post Office Box information)
		1225 17th Street, Suite 3200
		Denver			CO		80202
		(City)			(State)		(ZIP/Postal Code)
						United States		.
		(Province — if applicable)				(Country)
	(If the following statement applies, adopt the statement by marking the box and include an attachment.)
	o The limited liability company has one or more additional persons forming the limited liability company and the name and mailing address of each such person are stated in an attachment.
5.	The management of the limited liability company is vested in
	(Mark the applicable box.)
	o one or more managers.
	OR
	x the members.
6.	(The following statement is adopted by marking the box.)
	x There is at least one member of the limited liability company.
7.	(If the following statement applies, adopt the statement by marking the box and include an attachment.)
	o This document contains additional information as provided by law.
8.	(Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.)
	(If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.)
	The delayed effective date and, if applicable, time of this document is/are									.
				(mm/dd/yyyy hour:minute am/pm)

2

Notice:

Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered.

9. The true name and mailing address of the individual causing the document to be delivered for filing are

	Beck	Meg
	(Last)	(First)			(Middle)			(Suffix)
	c/o Molson Coors Brewing Company
	(Street number and name or Post Office Box information)
	1225 17th Street, Suite 3200
	Denver		CO			80202
	(City)		(State)			(ZIP/Postal Code)
				United States			.
	(Province — if applicable)			(Country)
(If the following statement applies, adopt the statement by marking the box and include an attachment.)
o This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing.

Disclaimer:

This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s).

3

EX-3.15

Exhibit 3.15

CBC HOLDCO LLC

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY OPERATING AGREEMENT

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of CBC HOLDCO LLC, a Colorado limited liability company (the “Company”), is effective as of June 9, 2017, by CBC HOLDCO 2 LLC (the “Initial Member”).

WHEREAS, the Company was formed as a limited liability company (i) under the Colorado Limited Liability Company Act, as amended from time to time (the “Colorado Act”), pursuant to Articles of Organization, as filed in the office of the Secretary of State of the State of Colorado; (ii) in connection with the conversion of CBC Holdco, Inc., a Colorado corporation pursuant to a Statement of Conversion (the “Statement of Conversion”) as filed in the office of the Secretary of State of the State of Colorado, and a Plan of Conversion adopted by the Initial Member (the “Conversion”); and

WHEREAS, the Initial Member desires to enter into this Agreement to amend and restate in its entirety that Limited Liability Company Operating Agreement of the Company, dated as of November 11, 2011 (the “Original Agreement”); and

WHEREAS, in connection with this Agreement, the Redemption Amount of the Series A Preferred Membership Interests is being adjusted from $100 per shares of Series A Preferred Membership Interest to $1.00 per share and the number of outstanding shares of Series A Preferred Membership Interest will, as a result of such adjustment, be increased on a 100 for 1 basis;

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereby agrees as follows:

ARTICLE I
Defined Terms

SECTION 1.01Definitions.  Unless the context otherwise requires, the terms defined in this Article I shall, for the purposes of this Agreement, have the meanings herein specified.

“Additional Member” shall have the meaning set forth in Section 3.01(b).

“Additional Membership Interests” shall mean any Membership Interests that are acquired after the conversion and the initial capital contribution made by the Initial Member.

“Affiliate” shall mean, with respect to any Person, any other Person that directly or through one or more intermediaries, controls, is controlled by or is under common control with, the specified Person.  As used in this definition, the term “control” (including with correlative meanings, “controls”, “controlled by” and “under common control with”) shall mean, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of securities

or partnership, membership, limited liability company, or other ownership interests, by contract or otherwise.  For purposes of this Agreement, neither the Company nor any entity controlled, directly or indirectly, by the Company shall be an Affiliate of any Member.

“Agreement” shall have the meaning set forth in the preamble hereof.

“Articles of Organization” shall mean the Articles of Organization of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Colorado pursuant to the Colorado Act.

“Business Day” shall mean any day other than (a) a Saturday or Sunday and (b) any day on which banks located in Denver, Colorado are authorized or required by applicable law to be closed for the conduct of regular banking business.

“Capital Account” means the Capital Account maintained for a Member in accordance with the provisions of Regulations §1.704-1(b)(2)(iv).

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Colorado Act” shall have the meaning set forth in the preamble hereof.

“Company” shall have the meaning set forth in the preamble hereof.

“Distributions” shall mean distributions of cash or other property made by the Company with respect to the Membership Interests.

“ERISA” shall mean Employee Retirement Income Security Act of 1974, as amended from time to time.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Fair Market Value” shall be determined as follows with respect to any assets owned by the Company: (a) securities that are listed on a recognized securities exchange or on the NASDAQ National Market System shall be valued at the last sale price, regular way, or if no such sale takes place, the average of the closing bid and asked prices, regular way, as reported on the exchange where such securities are primarily traded for the latest trading day ended prior to the date of determination; and (b) all other assets shall be valued by the Managing Member at fair market value in such manner as the Managing Member may reasonably determine.  In determining the appropriate fair market value for assets pursuant to clause (b) above, the Managing Member shall consider all factors, information and data deemed in the judgment of the Managing Member to be pertinent, which factors, information and data may include any of the following: purchase cost, estimates of liquidation value, projected cash flow, investment risk, over-the-counter price quotes, prices received in recent private placements of securities of the same issuer and prices recently received by comparable companies in the same or similar industries.

“GAAP” shall mean generally accepted accounting principles in the United States.

2

“Governmental Authority” shall mean the government of the United States, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Initial Member” shall have the meaning set forth in the preamble hereof.

“Managing Member” shall have the meaning set forth in Section 4.01.

“Member” shall mean the Initial Member and any Additional Member until such Initial Member or Additional Member, as applicable, ceases to be a Member of the Company in accordance with the terms of this Agreement.

“Membership Interest” shall mean a unit of limited liability company interest in the Company, including the Common Membership Interests and the Series A Preferred Membership Interests (as defined in Schedule B, in each case).

“Original Agreement” shall have the meaning set forth in the preamble hereof.

“Participation Notice” shall have the meaning set forth in Section 5.03.

“Percentage Interest” of any Member shall mean the product of the quotient of the number of Common Membership Interests held by such Member divided by the total number of outstanding Common Membership Interests multiplied by 100.

“Person” shall mean any individual, corporation, association, partnership (general or limited), joint venture, trust, estate, limited liability company or other legal entity or organization.

“Redemption Amount” shall have the meaning set forth in Schedule B.

“Register” shall have the meaning set forth in Section 3.01.

“Regulations” means the income tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

SECTION 1.02Terms and Usage Generally.  All references herein to an “Article, “Section” or “Schedule shall refer to an Article or a Section of, or a Schedule to, this Agreement.  Whenever the words “include, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.  The words “hereto”, “hereof’, “herein” and “hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.  The definitions

3

contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.  Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein shall mean such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent in writing and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.  References to a Person are also to its permitted successors and assigns.

ARTICLE II
General Matters

SECTION 2.01Formation.

(a)Pursuant to the provisions of the Colorado Act, the Company was formed by the filing in the Office of the Secretary of State of the State of Colorado of the Statement of Conversion and the Articles of Organization (which filing is hereby approved and ratified in all respects).

(b)Each officer of the Company appointed by the Managing Member pursuant to Section 4.02 is hereby designated as an “authorized person”, within the meaning of the Colorado Act, to execute, deliver and file, or cause the execution, delivery and filing of, all certificates, notices or other instruments (and any amendments and/or restatements thereof) required or permitted by the Colorado Act to be filed in the office of the Secretary of State of the State of Colorado and any other certificates, notices or other instruments (and any amendments or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

SECTION 2.02Name.  The name of the Company shall be “CBC HOLDCO  LLC”.  Without the need to amend this Agreement, the Managing Member may change the name of the Company from time to time in its sole discretion.

SECTION 2.03Term.  The term of the Company commenced on November 11, 2011, with the filing of the Articles of Organization in the office of the Secretary of State of the State of Colorado, and shall continue perpetually unless the Company is dissolved pursuant to Section 8.02 or as otherwise provided by law.

SECTION 2.04Registered Agent and Registered Office.  The Company’s registered agent for service of process shall be E. Lee Reichert, and the address of the registered agent and the address of the registered office of the Company in the State of Colorado shall be: 1801 California Street, Suite 4600, Denver, CO 80202.  Such registered agent and such registered office may be changed from time to time by the Managing Member.

SECTION 2.05Principal Place of Business.  As of the date of this Agreement, the principal place of business of the Company shall be located at 1801 California Street, Suite 4600, Denver, CO 80202.  Thereafter, the principal place of business of the Company shall be in such location as the Managing Member may designate from time to time.  The Company may

4

maintain offices at such other place or places within or outside the State of Colorado as the Managing Member deems advisable.

SECTION 2.06Purposes and Powers.

(a)The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any act or activity for which limited liability companies may be formed under the Colorado Act.  The Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes set forth in this Section 2.06.

(b)Subject to all of the terms, covenants, conditions and limitations contained in this Agreement, the Company shall have full power and authority to do any and all acts and things necessary, appropriate, proper, advisable, desirable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Company, including, without limitation, full power and authority, directly or through its ownership interest in other entities, to enter into, perform and carry out contracts of any kind, borrow money and provide guarantees in connection with a borrowing by or other transaction involving an entity in which the Company has a direct or indirect interest.

SECTION 2.07Books and Records.  At all times during the continuance of the Company, the Company shall maintain or cause to be maintained proper and complete books and records in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in the detail and completeness customary and usual for businesses of the type engaged in by the Company.

ARTICLE III
Members

SECTION 3.01Members.

(a)Upon the execution of this Agreement, the sole Member of the Company shall be the Initial Member.  Following the execution of this Agreement, no Person shall be admitted as a Member and no Additional Membership Interests shall be issued by the Company except as expressly provided in this Agreement and except for Additional Membership Interests issued in consideration for the assumption by the Initial Member of the obligations of the Company under any share delivery agreements entered into by the Company and the Initial Member in connection with the Company’s participation in delivering shares of Molson Coors Brewing Company to holders of Exchangeable Shares of Molson Coors Canada Inc.

(b)After the date of this Agreement, a Person shall only be admitted as a Member (such Person, an “Additional Member”) if such Person is (i) a permitted transferee of a Membership Interest in accordance with Article VII or (ii) issued any Membership Interests in accordance with Section 5.02.

(c)The name and mailing address of each Member, its Percentage Interest and the number of Membership Interests held by such Member shall be maintained by the Company in a

5

membership interest register (the “Register”).  The Register shall be updated from time to time as Additional Membership Interests are issued or as Membership Interests are redeemed.  The Membership Interests reflected in the Register shall be rebuttably presumptive evidence of the number of Membership Interests held by any Member.

SECTION 3.02Powers of Members.  Members shall not have the authority to transact any business in the Company’s name or bind the Company by virtue of their status as Members.

SECTION 3.03Membership Interests.

(a)The Membership Interests shall for all purposes be personal property in accordance with the Colorado Act.  No holder of a Membership Interest or Member shall have any interest in specific Company assets, including any assets contributed to the Company by such Member as part of any capital contribution.  Each Member waives any and all rights that it may have to maintain an action for partition of the Company’s property.

(b)Each Membership Interest shall have the rights, privileges and rank as set forth on Schedule B.  Membership Interests may be divided into partial Membership Interests and shall constitute one class.  Subject to the authority of the Managing Member as set forth in this Agreement, each Membership Interest shall represent a right to Distributions, in each case in accordance with this Agreement and the Colorado Act.

(c)Membership Interests may be evidenced by certificates in accordance with the Colorado Act in such form approved by the Managing Member.

SECTION 3.04Meetings of and Action by Members.

(a)Subject to Schedule B, the Members shall vote together as a single class on all matters on which they are specifically entitled to vote pursuant to this Agreement, and each Member shall be entitled to one vote for each Membership Interest held by such Member (and a partial vote for any partial Membership Interest).

(b)The Company shall provide written notice to all Members of any meeting at which a vote will be held at least three (3) Business Days prior thereto, which notice shall specify the place, date and time of the meeting and the general nature of the business to be transacted.

(c)At any meeting of the Members, the presence, in person or by proxy, of Members holding a majority of the outstanding Membership Interests shall constitute a quorum.

(d)Any action permitted or required to be taken by the Members may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by Members holding a majority of the outstanding Membership Interests.  Within ten (10) Business Days of taking of action by Members without a meeting by less than unanimous written consent, the Company shall provide written notice of the taking of such action to those Members who have not consented in writing to the taking of such action, which notice shall describe the actions taken in reasonable detail.

6

(e)Members may participate in any Members’ meeting through the use of any means of conference telephones or similar communications equipment as long as all Members participating can hear one another.  A Member so participating is deemed to be present in person at the Meeting.

SECTION 3.05Liability of Members.  Except to the extent provided in the Colorado Act, none of the Members shall have any personal liability for the debts, obligations or liabilities of the Company.

SECTION 3.06Indemnification.

(a)To the fullest extent permitted by applicable law, notwithstanding any other provision of this Agreement or otherwise of applicable law, no Member, officer or employee of the Company (collectively, the “Covered Persons”), shall have any fiduciary duty to the Company or the Members (or any other person or entity bound by this Agreement) by reason of this Agreement or the Company or in its capacity as a Covered Person, except that a Covered Person shall be subject to the implied contractual covenant of good faith and fair dealing and (to the extent expressly specified herein) to the covenants and express obligations set forth in this Agreement.  To the fullest extent permitted by applicable law, no Member shall be liable, including under any legal or equitable theory of fiduciary duty or other theory of liability, to the Company, any Member, or any other person or entity bound by this Agreement for any losses, claims, damages or liabilities incurred by reason of any act or omission performed or omitted by such Member in its capacity as a Member, except that a Member shall be liable for any act or omission that constitutes a violation of the implied contractual covenant of good faith and fair dealing.  The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Member otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Member.  A Member shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters which such Member reasonably believes are within such Person’s professional or expert competence.

(b)(i)Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a Member or officer of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a Member, director, officer, employee or agent or in any other capacity while serving as a Member, director, officer, employee or agent, shall be indemnified and held harmless by the Company if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that except as provided in Section 3.06(d) with respect to proceedings to enforce rights to indemnification, the Company

7

shall indemnify any such Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Managing Member.  In addition, no Member shall be entitled to be indemnified if any such expense, liability or loss was caused by a breach by such Member of the covenants and express obligations set forth in this Agreement.

(ii)The Company shall indemnify any Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an Indemnitee, against expenses (including attorneys’ fees) actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such action or suit if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

(c)The right to indemnification conferred in Section 3.06(b) shall include the right to be paid by the Company the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition; provided, however, that an advancement of expenses incurred by an Indemnitee shall be made only upon delivery to the Company of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Section 3.06(c) or otherwise.  Such undertaking shall be an unlimited, unsecured general obligation of an Indemnitee, and shall be accepted without reference to such Indemnitee’s ability to make repayment.  The rights to indemnification and to the advancement of expenses conferred in Section 3.06(b) and this Section 3.06(c) shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to fall within the definition of “Indemnitee” and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.  Any repeal or modification of any of the provisions of this Section 3.06 shall not adversely affect any right or protection of an Indemnitee existing at the time of such repeal or modification.

(d)If a claim under Section 3.06(b) or 3.06(c) is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim.  If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall also be entitled to be paid the expenses of prosecuting or defending such suit.  In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a final adjudication that, the Indemnitee has not met

8

the applicable standard for indemnification set forth in Sections 3.06(b) and 3.06(c).  Neither the failure of the Company (including its Managing Member, independent legal counsel, or its Members) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the standard of conduct for entitlement to indemnification, nor an actual determination by the Company (including its Managing Member, independent legal counsel, or its Members) that the Indemnitee has not met the standard of conduct for entitlement to indemnification, shall create a presumption that the Indemnitee has not met such standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit.  In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section 3.06 or otherwise shall be on the Company.  The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that a Member or officer acted in such a manner as to make him or her ineligible for indemnification.

(e)The rights to indemnification and to the advancement of expenses conferred in this Section 3.06 shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, this Agreement, any other agreement or otherwise.  However, no person shall be entitled to indemnification by the Company by virtue of the fact that such person is actually indemnified by another entity, including an insurer.

(f)The Company may maintain insurance, at its expense, to protect itself and any Member, director, officer, employee or agent of the Company or another limited liability company, corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under the Colorado Act.

(g)The Company may, to the extent authorized from time to time by the Managing Member, grant rights to indemnification and to the advancement of expenses to any person or entity not mandatorily entitled to indemnification under this Section 3.06 and grant rights to indemnification and to the advancement of expenses in addition to those granted in this Section 3.06 to any person or entity mandatorily entitled to indemnification under this Section 3.06, in each case as long as such person or entity has met the standard of conduct set forth in Section 3.06(a).

ARTICLE IV
Governance

SECTION 4.01Managing Member.  The Company shall be managed by the Initial Member (the “Managing Member”), with exclusive rights and responsibilities to direct the business of the Company.  The Managing Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members under the laws of the State of Colorado.

9

SECTION 4.02Officers.  The Managing Member may from time to time appoint (and subsequently remove) individuals to act on behalf of the Company as “officers” or “agents” of the Company within the meaning of the Colorado Act to conduct the day-to-day management of the Company with such general or specific authority as the Managing Member may specify.

ARTICLE V
Capital Contributions; New Issuances

SECTION 5.01Initial Capital Contributions.  In connection with the Original Agreement, the Initial Member made an initial capital contribution to the Company in exchange for the issuance by the Company of Membership Interests to the Initial Member as set forth on Schedule A to the Original Agreement and as reflected in the Register.

SECTION 5.02New Issuances of Equity Capital.  Subject to the terms of this Agreement, the Managing Member may determine the form, timing and terms of any new issuance of equity capital (including Membership Interests) of the Company to any Person.  Any such Person shall be required to become a party to this Agreement as a Member, and shall have all the rights and obligations of a Member hereunder, by executing an agreement in such form that is satisfactory to the Managing Member.

ARTICLE VI
Distributions; Assets Sales

SECTION 6.01Distributions.  Subject to the Colorado Act and other applicable law, and subject to the preferences of Series A Preferred, the Managing Member may declare Distributions to the Members in proportion to their respective Percentage Interest, at such times as it deems appropriate, in its sole discretion.

SECTION 6.02Withholding.  Notwithstanding anything in this Agreement to the contrary, the Company is authorized to take any and all actions that are necessary or appropriate to ensure that the Company satisfies any and all withholding and tax payment obligations under Section 1441, 1442, 1445 or any other provision of the Code or other applicable law.  Without limiting the generality of the foregoing, the Company may withhold any amount that it determines is required by law to be withheld from Distributions to any Member.  Any such withheld amounts shall be timely paid over to the appropriate taxing authority.  Each Member will timely provide any certification or file any agreement that is required by any taxing authority in order to avoid any withholding obligation that would otherwise be imposed on the Company, and shall indemnify the Company for any withholding tax liability imposed on the Company with respect to such Member, except for any penalties or interest resulting from the Company’s negligent failure to withhold or pay over amounts withheld.

ARTICLE VII
Transfer of Membership Interests

SECTION 7.01Transfer of Membership Interests Generally.  Except for a transfer specifically permitted by this Agreement, a Member may not, directly or indirectly, transfer any Membership Interests held by such Member without the written consent of the Managing Member.  To the fullest extent permitted by applicable law, any purported transfer of

10

Membership Interests in breach of this Agreement shall be null and void, and neither the Company nor the Members shall recognize the same, whether for the purpose of making Distributions or otherwise.  Any Member who transfers or attempts to transfer any Membership Interests except in compliance herewith shall be liable to, and shall indemnify and hold harmless, the Company and the other Members for all costs, expenses, damages and other liabilities resulting therefrom.

SECTION 7.02Effect of Permitted Transfer.  Any transfer of a Membership Interest that complies with this Agreement shall be effective to assign the right to become a Member, and, without the need for any action or consent of any other Person, a transferee of such Membership Interest shall automatically be admitted as a Member upon execution of an agreement agreeing to be bound by the terms and subject to the conditions of this Agreement.  As a condition to the Company’s obligation to effect a transfer permitted hereunder, any transferee of Membership Interests shall be required to become a party to this Agreement as a Member, and shall have all the rights and obligations of a Member hereunder, by executing an Adoption Agreement in such form that is satisfactory to the Managing Member.

SECTION 7.03Securities Law Matters.  Each Member understands that the Company has not registered the Membership Interests under any United States Federal or state securities or blue sky laws.  No Member shall Transfer any Membership Interest at any time if such action would constitute a violation of any United States Federal or state securities or blue sky laws or a breach of the conditions to any exemption from registration of the Membership Interests under any such laws or a breach of any undertaking or agreement of a Member entered into pursuant to such laws or in connection with obtaining an exemption thereunder, and the Company shall not Transfer upon its books any Membership Interests unless prior thereto the Company has received, or the Managing Member has waived, in writing the requirement that the Company receive, an opinion of counsel in form and substance reasonably satisfactory to the Company that such transaction is in compliance with this Section 7.03.  Any certificate representing a Membership Interest shall bear appropriate legends restricting the sale or other Transfer of such Membership Interest in accordance with applicable United States Federal or state securities or blue sky laws and in accordance with the provisions of this Agreement.

ARTICLE VIII
Certain Other Matters

SECTION 8.01Conversion of the Company to a Corporation.  Without the need for any action or consent of any Member, the Managing Member shall have the right to authorize the conversion of the legal form of the Company to a corporation in accordance with the Colorado Act.  In connection with any such conversion, the Members will be entitled to receive common stock of the Company in exchange for their Membership Interests in the same proportions as their respective Membership Interests immediately prior to such conversion.

SECTION 8.02Dissolution.  The Company shall dissolve upon the first to occur of the following: (a) the approval of the Members then holding a majority of the outstanding Membership Interests to dissolve the Company; (b) at any time there are no Members unless the Company is continued without dissolution in accordance with the Colorado Act; and (c) the entry of a decree of dissolution under the Colorado Act.  The Company shall terminate when all its

11

assets, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in Article VI and the Articles of Organization shall have been canceled in the manner required by the Colorado Act.

SECTION 8.03Liquidation.

(a)Following dissolution pursuant to Section 8.02, all the business and affairs of the Company shall be liquidated and wound up.  The Managing Member shall act as liquidating trustee and wind up the affairs of the Company pursuant to this Agreement.

(b)The proceeds of the liquidation of the Company will be distributed (i) first, to creditors of the Company (including Members who are creditors), to the extent otherwise permitted by law in satisfaction of all the Company’s debts and liabilities (whether by payment or by making reasonable provision for payment thereof), and (ii) second, to each Member in accordance with their Capital Account balances.

SECTION 8.05.Resignation.  Other than by Transferring in accordance with this Agreement all its Membership Interests, a Member may not resign from the Company.

ARTICLE IX
Miscellaneous

SECTION 9.01Notices.  All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or otherwise delivered by hand or by messenger addressed:

(a)if given to the Company, to the following address:

CBC Holdco 2 LLC

1801 California Street, Suite 4600

Denver, CO 80202

Attn: Corporate Secretary

(b)if given to any Member, to the person and at the address (and, if applicable, fax number) maintained for such Member in the Company’s books and records, or at such other address (and, if applicable, fax number) as such Member may hereafter designate by written notice to the Company.

All such notices shall be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered by confirmed facsimile, (ii) on the delivery date if delivered personally to the party to whom the same is directed, (iii) one (1) business day after deposit with a commercial overnight carrier, with written verification of receipt, or (iv) five (5) Business Days after the mailing date, whether or not actually received, if sent by U.S. mail, return receipt requested, postage and charges prepaid, or any other means of rapid mail delivery for which a receipt is available addressed to the receiving party as specified on the signature page of this Agreement.  Changes of the person to receive notices or the place of notification shall be effectuated pursuant to a notice given under this Section 9.01.

12

SECTION 9.02Failure to Pursue Remedies.  The failure of any party to seek redress for breach of, or to insist upon the strict performance of, any provision of this Agreement shall not prevent a subsequent act, which would have originally constituted a breach, from having the effect of an original breach.

SECTION 9.03Cumulative Remedies.  The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies.  Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

SECTION 9.04Parties in Interest.  This Agreement shall be binding upon and inure to the benefit of all the parties hereto and their successors and assigns, and their legal representatives.  No Member may assign this Agreement or any of its rights, interests or obligations in connection with a Transfer of Membership Interests hereunder except to the extent such rights, interests and obligations relate to Membership Interests and the Transfer of such Membership Interests is provided for or contemplated herein.  Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Members or their respective permitted successors or assigns or, to the extent provided by this Agreement, the Members’ respective Affiliates, any rights or remedies under or by reason of this Agreement.

SECTION 9.05Headings.  The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

SECTION 9.06Severability.  The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

SECTION 9.07Counterparts.  This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document.  All counterparts shall be construed together and shall constitute one instrument.

SECTION 9.08Entire Agreement.  This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

SECTION 9.09Governing Law.  This Agreement and the rights of the parties hereto shall be interpreted in accordance with the laws of the State of Colorado, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws.  In the event of a conflict between any provision of this Agreement and any non-mandatory provision of the Colorado Act, the provisions of this Agreement shall control and take precedence.

SECTION 9.10Confidentiality.  Each Member expressly acknowledges that such Member may receive confidential and proprietary information relating to the Company, including information relating to the Company’s financial condition and business plans, and that the disclosure of such confidential information to a third party would cause irreparable injury to the Company.  Except with the prior written consent of the Company, no Member shall disclose

13

any such information to a third party and each Member shall use reasonable efforts to preserve the confidentiality of such information.  The obligations of a Member under this Section 9.10 shall survive the termination of this Agreement or cessation of a Member’s status as a Member for a period of five (5) years.  Notwithstanding the foregoing, a Member shall not be bound by the confidentiality obligations in this Section 9.10 with respect to any information that is currently or becomes: (a) required to be disclosed by such Member pursuant to applicable law, including federal or state securities laws, or a domestic national securities exchange rule (but in each case only to the extent of such requirement); (b) required to be disclosed in order to protect such Member’s interest in the Company or enforce such Member’s rights under this Agreement (but in each case only to the extent of such requirement and only after consultation with the Company); (c) publicly known or available in the absence of any improper or unlawful action on the part of such Member; (d) known or available to such Member via legitimate means other than through or on behalf of the Company or the other Members.

SECTION 9.11Amendments.  This Agreement may be amended or waived from time to time by an instrument in writing signed by the Members holding a majority of the outstanding Membership Interests.

[Signature page follows.]

14

N WITNESS WHEREOF, the Initial Member has executed this Agreement as of the date first stated above.

CBC HOLDCO 2 LLC
By:	/s/ E. Lee Reichert
Name:	E. Lee Reichert
Title:	Secretary

Schedule A

To Operating Agreement

CBC HOLDCO LLC

MEMBERSHIP INTEREST REGISTER

Separately maintained by the Company

Schedule B

To Operating Agreement

CBC HOLDCO LLC

MEMBERSHIP INTERESTS

PREFERENCES, LIMITATIONS AND RIGHTS

MEMBERSHIP INTERESTS

1.Capital.  The Company shall have the authority to issue an unlimited number of common membership interests (the “Common Membership Interests”) and an unlimited number of Preferred Membership Interests (the “Preferred Membership Interests”) with the power to divide the membership interests into classes or series and to attach thereto respectively any preferred, deferred or qualified rights, privileges or conditions, including restrictions on voting rights and including redemption, purchase and other acquisition of such membership interests, subject, however, to the laws of the State of Colorado.

2.Voting.  Each holder of Common Membership Interests of record shall be entitled to vote and shall have one vote for each Common Membership Interest outstanding in such holder’s name on the books and records of the Company.  Except as otherwise provided under the laws of the State of Colorado, the holders of the Preferred Membership Interests shall not be entitled to receive notice of, or to attend or to vote at, any meeting of the members of the Company.

PREFERENCES, LIMITATIONS AND RIGHTS OF SERIES A PREFERRED MEMBERSHIP INTERESTS

(a)Designation of Series A Preferred.  The Company hereby designates a series of the Preferred Membership Interests which shall be “Series A Preferred Membership Interests” and the Company shall have the authority to issue an unlimited number of Series A Preferred Membership Interests.  Except as otherwise provided in this Operating Agreement or as otherwise required by applicable law, all shares of Series A Preferred Membership Interests shall be identical in all respects and shall entitle the holders thereof to the same rights, powers, preferences and privileges, subject to the same qualifications, limitations and restrictions.

(b)Definitions.  With respect to the Series A Preferred Membership Interests, the following terms shall have the meanings ascribed to them below:

(i)“Act” means the Colorado Limited Liability Company Act, as amended.

(ii)“Redemption Amount” in respect of each share of Series A Preferred Membership Interest means U.S. $1.00, provided that, at any time, the Redemption Amount of any share of Series A Preferred Membership Interest shall be reduced by any reduction in capital in respect of such Series A Preferred Membership Interest prior to that time.

(iii)“Redemption Date” means, as to any redemption of Series A Preferred Membership Interests, the date that the Company delivers the Redemption Price for the Series A Preferred Membership Interests being redeemed.

(iv)“Redemption Price” in respect of each Series A Preferred Membership Interest means the Redemption Amount together with declared and unpaid distributions up to the date of liquidation, dissolution or winding up or the date of redemption, as the case may be.

(c)Distributions.

(i)The holders of the Series A Preferred Membership Interests shall be entitled to receive and the Company shall pay thereon, as and when declared by the Managing Member out of the moneys of the Company properly applicable to the payment of distributions, non-cumulative preferential distributions at a rate per membership interest of five percent (5%) of the Redemption Amount per annum.

(ii)Payment of distributions (less any tax required to be withheld by the Company) shall, subject as hereinafter provided, be made by check of the Company payable at par at any branch in the United States of the Company’s bankers or in such other manner as the payee may approve.  Distributions which are represented by a check which has not been presented to the Company’s bankers for payment or that otherwise remain unclaimed for a period of six (6) years from the date on which they were declared to be payable shall be forfeited to the Company.

(iii)Except with the consent in writing of the holders of all the Series A Preferred Membership Interests outstanding, no distributions shall at any time be declared and paid, or declared and set aside for payment, on the Common Membership Interests or any other membership interests of the Company ranking junior to the Series A Preferred Membership Interests, in any year, unless declared and unpaid distributions as provided for above have been declared on the Series A Preferred Membership Interests and the full amount of such distributions on the Series A Preferred Membership Interests then issued and outstanding shall have been paid, or provided for, at the date of such declaration and payment or setting aside of distributions on the Common Membership Interest or other membership interests of the Company ranking junior to the Series A Preferred Membership Interests.

(iv)The holders of the Series A Preferred Membership Interests shall not be entitled to any distributions other than or in excess of the distributions hereinbefore provided for.

(d)Liquidation, Dissolution or Winding-up.  In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other return of capital or distribution of assets of the Company among its Members for the purpose of winding up its affairs, the holders of the Series A Preferred Membership Interests shall be entitled to receive in respect of each such membership interest, before any distribution of any part of the assets of the Company among the holders of the Common Membership Interests and any other membership interests of the Company ranking junior to the Series A Preferred Membership Interests, an amount equal to the Redemption Price.  After payment to the holders of the Series A Preferred Membership Interests of the amount so payable to such holders as herein provided, the holders of the Series A Preferred Membership Interests shall not be entitled to share in any further distribution of the property or assets of the Company.

2

(e)Redemption.  The Company may redeem all or any portion of the Series A Preferred Membership Interests at any time and from time to time by paying to the holder of Series A Preferred Membership Interests being redeemed an amount equal to the aggregate Redemption Price for such Series A Preferred Membership Interests.  The Register shall be amended to reflect such redemption.  Payment of the aggregate Redemption Price for the Series A Preferred Membership Interest to be redeemed shall be made, at the option of the Company,

(i)by delivery to such holder of a check of the Company payable at par at any branch in the United States of the Company’s bankers or

(ii)by wire transfer by the Company to the holder of the Series A Preferred Membership Interest.  From and after the Redemption Date, such Series A Preferred Membership Interest shall cease to be entitled to distributions and the holder thereof shall not be entitled to exercise any of the rights of holders of Series A Preferred Membership Interest in respect thereof unless payment of the said Redemption Price is not made on the Redemption Date, in which case the rights of the holder of the Series A Preferred Membership Interest shall remain unaffected until payment in full of the Redemption Price.

(f)Restriction on Distributions and Other Distributions.  Except with the consent in writing of the holders of all the Series A Preferred Membership Interests outstanding, no distributions shall at any time be declared and paid, or declared and set aside for payment, and no other distributions shall at any time be made on or in respect of the Common Membership Interests, or any other membership interests of the Company ranking junior to the Series A Preferred Membership Interests, if the payment or setting aside for payment of such distribution or the making of such distribution would impair the ability of the Company to redeem any Series A Preferred Membership Interests.

(g)Reduction of Capital.  On a reduction in the capital of a Series A Preferred Membership Interest, the amount distributed cannot exceed the Redemption Amount (as adjusted) of such Series A Preferred Membership Interest.

(h)Amendment and Waiver.  No amendment, modification or waiver of any provision hereof shall be binding or effective without the prior written consent of the holders of a majority of the Series A Preferred Membership Interests outstanding at the time such action is taken.

(i)Notices.  Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be delivered by (i) registered or certified mail, return receipt requested and postage prepaid, (ii) by reputable overnight courier service, charges prepaid, or (iii) via electronic mail or facsimile and shall be deemed to have been given when so mailed or sent (1) to the Company, at its principal executive offices and (2) to any Membership Interest holder, at such holder’s address as it appears in the records of the Company (unless otherwise indicated by any such holder).

3

EX-3.16

Exhibit 3.16

Document must be filed electronically. Paper documents will not be accepted. Document processing fee Fees & forms/cover sheets are subject to change. To access other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center.		Colorado Secretary of State
		Date and Time: 11/11/2011 08:30 AM
		ID Number: 20111140954
	$50.00	Document number: 20111626580
		Amount Paid: $100.00
		ABOVE SPACE FOR OFFICE USE ONLY

Articles of Organization

filed pursuant to § 7-80-203 and § 7-80-204 of the Colorado Revised Statutes (C.R.S.)

1.	The domestic entity name of the limited liability company is
		CBC Holdco 2 LLC								.
		(The name of a limited liability company must contain the term or abbreviation “limited liability company”, “ltd. liability company”, “limited liability co.”, “ltd. liability co.”, “limited”, “l.l.c.”, “llc”, or “ltd.”. See §7-90-601, C.R.S.)
	(Caution: The use of certain terms or abbreviations are restricted by law. Read instructions for more information.)
2.	The principal office address of the limited liability company’s initial principal office is
	Street address	c/o Molson Coors Brewing Company
		(Street number and name)
		1225 17th St., Ste 3200
		Denver		CO			80202
		(City)		(State)			(ZIP/Postal Code)
					United States
		(Province — if applicable)			(Country)
	Mailing address
	(leave blank if same as street address)	(Street number and name or Post Office Box information)
		(City)		(State)			(ZIP/Postal Code)
								.
		(Province — if applicable)			(Country)
3.	The registered agent name and registered agent address of the limited liability company’s initial registered agent are
	Name
	(if an individual)	Reichert	Lee
		(Last)	(First)			(Middle)			(Suffix)
	OR
	(if an entity)
	(Caution: Do not provide both an individual and an entity name.)
	Street address	c/o Molson Coors Brewing Company
		(Street number and name)
		1225 17th Street, Suite 3200
		Denver		CO			80202
		(City)		(State)			(ZIP Code)

Rev. 02/28/2008

1

	Mailing address
	(leave blank if same as street address)	(Street number and name or Post Office Box information)
					CO						.
		(City)			(State)		(ZIP Code)
	(The following statement is adopted by marking the box.)
	x The person appointed as registered agent has consented to being so appointed.
4.	The true name and mailing address of the person forming the limited liability company are
	Name
	(if an individual)	Reichert	Lee
		(Last)	(First)			(Middle)			(Suffix)
	OR
	(if an entity)
	(Caution: Do not provide both an individual and an entity name.)
	Mailing address	c/o Molson Coors Brewing Company
		(Street number and name or Post Office Box information)
		1225 17th Street, Suite 3200
		Denver			CO		80202
		(City)			(State)		(ZIP/Postal Code)
						United States		.
		(Province — if applicable)				(Country)
	(If the following statement applies, adopt the statement by marking the box and include an attachment.)
	o The limited liability company has one or more additional persons forming the limited liability company and the name and mailing address of each such person are stated in an attachment.
5.	The management of the limited liability company is vested in
	(Mark the applicable box.)
	o one or more managers.
	OR
	x the members.
6.	(The following statement is adopted by marking the box.)
	x There is at least one member of the limited liability company.
7.	(If the following statement applies, adopt the statement by marking the box and include an attachment.)
	o This document contains additional information as provided by law.
8.	(Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.)
	(If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.)
	The delayed effective date and, if applicable, time of this document is/are									.
				(mm/dd/yyyy hour:minute am/pm)

2

Notice:

Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered.

9. The true name and mailing address of the individual causing the document to be delivered for filing are

	Beck	Meg
	(Last)	(First)			(Middle)			(Suffix)
	c/o Molson Coors Brewing Company
	(Street number and name or Post Office Box information)
	1225 17th Street, Suite 3200
	Denver		CO			80202
	(City)		(State)			(ZIP/Postal Code)
				United States			.
	(Province — if applicable)			(Country)
(If the following statement applies, adopt the statement by marking the box and include an attachment.)
o This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing.

Disclaimer:

This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s).

3

EX-3.17

Exhibit 3.17

CBC HOLDCO 2 LLC

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY OPERATING AGREEMENT

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of CBC HOLDCO 2 LLC, a Colorado limited liability company (the “Company”), is effective as of June 9, 2017, by COORS BREWING COMPANY (the “Initial Member”).

WHEREAS, the Company was formed as a limited liability company (i) under the Colorado Limited Liability Company Act, as amended from time to time (the “Colorado Act”), pursuant to Articles of Organization, as filed in the office of the Secretary of State of the State of Colorado; (ii) in connection with the conversion of CBC Holdco 2, Inc., a Colorado corporation pursuant to a Statement of Conversion (the “Statement of Conversion”) as filed in the office of the Secretary of State of the State of Colorado, and a Plan of Conversion adopted by the Initial Member (the “Conversion”); and

WHEREAS, the Initial Member desires to enter into this Agreement to amend and restate in its entirety that Limited Liability Company Operating Agreement of the Company, dated as of November 11, 2011 (the “Original Agreement”); and

WHEREAS, in connection with this Agreement, the Redemption Amount of the Series A Preferred Membership Interests is being adjusted from $100 per shares of Series A Preferred Membership Interest to $1.00 per share and the number of outstanding shares of Series A Preferred Membership Interest will, as a result of such adjustment, be increased on a 100 for 1 basis;

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Member hereby agrees as follows:

ARTICLE I
Defined Terms

SECTION 1.01Definitions.  Unless the context otherwise requires, the terms defined in this Article I shall, for the purposes of this Agreement, have the meanings herein specified.

“Additional Member” shall have the meaning set forth in Section 3.01(b).

“Additional Membership Interests” shall mean any Membership Interests that are acquired after the conversion and the initial capital contribution made by the Initial Member.

“Affiliate” shall mean, with respect to any Person, any other Person that directly or through one or more intermediaries, controls, is controlled by or is under common control with, the specified Person.  As used in this definition, the term “control” (including with correlative meanings, “controls”, “controlled by” and “under common control with”) shall mean, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of securities

or partnership, membership, limited liability company, or other ownership interests, by contract or otherwise.  For purposes of this Agreement, neither the Company nor any entity controlled, directly or indirectly, by the Company shall be an Affiliate of any Member.

“Agreement” shall have the meaning set forth in the preamble hereof.

“Articles of Organization” shall mean the Articles of Organization of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Colorado pursuant to the Colorado Act.

“Business Day” shall mean any day other than (a) a Saturday or Sunday and (b) any day on which banks located in Denver, Colorado are authorized or required by applicable law to be closed for the conduct of regular banking business.

“Capital Account” means the Capital Account maintained for a Member in accordance with the provisions of Regulations §1.704-1(b)(2)(iv).

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Colorado Act” shall have the meaning set forth in the preamble hereof.

“Company” shall have the meaning set forth in the preamble hereof.

“Distributions” shall mean distributions of cash or other property made by the Company with respect to the Membership Interests.

“ERISA” shall mean Employee Retirement Income Security Act of 1974, as amended from time to time.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Fair Market Value” shall be determined as follows with respect to any assets owned by the Company: (a) securities that are listed on a recognized securities exchange or on the NASDAQ National Market System shall be valued at the last sale price, regular way, or if no such sale takes place, the average of the closing bid and asked prices, regular way, as reported on the exchange where such securities are primarily traded for the latest trading day ended prior to the date of determination; and (b) all other assets shall be valued by the Managing Member at fair market value in such manner as the Managing Member may reasonably determine.  In determining the appropriate fair market value for assets pursuant to clause (b) above, the Managing Member shall consider all factors, information and data deemed in the judgment of the Managing Member to be pertinent, which factors, information and data may include any of the following: purchase cost, estimates of liquidation value, projected cash flow, investment risk, over-the-counter price quotes, prices received in recent private placements of securities of the same issuer and prices recently received by comparable companies in the same or similar industries.

“GAAP” shall mean generally accepted accounting principles in the United States.

2

“Governmental Authority” shall mean the government of the United States, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Initial Member” shall have the meaning set forth in the preamble hereof.

“Managing Member” shall have the meaning set forth in Section 4.01.

“Member” shall mean the Initial Member and any Additional Member until such Initial Member or Additional Member, as applicable, ceases to be a Member of the Company in accordance with the terms of this Agreement.

“Membership Interest” shall mean a unit of limited liability company interest in the Company, including the Common Membership Interests and the Series A Preferred Membership Interests (as defined in Schedule B, in each case).

“Original Agreement” shall have the meaning set forth in the preamble hereof.

“Participation Notice” shall have the meaning set forth in Section 5.03.

“Percentage Interest” of any Member shall mean the product of the quotient of the number of Common Membership Interests held by such Member divided by the total number of outstanding Common Membership Interests multiplied by 100.

“Person” shall mean any individual, corporation, association, partnership (general or limited), joint venture, trust, estate, limited liability company or other legal entity or organization.

“Redemption Amount” shall have the meaning set forth in Schedule B.

“Register” shall have the meaning set forth in Section 3.01.

“Regulations” means the income tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

SECTION 1.02Terms and Usage Generally.  All references herein to an “Article, “Section” or “Schedule shall refer to an Article or a Section of, or a Schedule to, this Agreement.  Whenever the words “include, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.  The words “hereto”, “hereof’, “herein” and “hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.  The definitions

3

contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.  Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein shall mean such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent in writing and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.  References to a Person are also to its permitted successors and assigns.

ARTICLE II
General Matters

SECTION 2.01Formation.

(a)Pursuant to the provisions of the Colorado Act, the Company was formed by the filing in the Office of the Secretary of State of the State of Colorado of the Statement of Conversion and the Articles of Organization (which filing is hereby approved and ratified in all respects).

(b)Each officer of the Company appointed by the Managing Member pursuant to Section 4.02 is hereby designated as an “authorized person”, within the meaning of the Colorado Act, to execute, deliver and file, or cause the execution, delivery and filing of, all certificates, notices or other instruments (and any amendments and/or restatements thereof) required or permitted by the Colorado Act to be filed in the office of the Secretary of State of the State of Colorado and any other certificates, notices or other instruments (and any amendments or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

SECTION 2.02Name.  The name of the Company shall be “CBC HOLDCO 2 LLC”.  Without the need to amend this Agreement, the Managing Member may change the name of the Company from time to time in its sole discretion.

SECTION 2.03Term.  The term of the Company commenced on November 11, 2011, with the filing of the Articles of Organization in the office of the Secretary of State of the State of Colorado, and shall continue perpetually unless the Company is dissolved pursuant to Section 8.02 or as otherwise provided by law.

SECTION 2.04Registered Agent and Registered Office.  The Company’s registered agent for service of process shall be E. Lee Reichert, and the address of the registered agent and the address of the registered office of the Company in the State of Colorado shall be: 1801 California Street, Suite 4600, Denver, CO 80202.  Such registered agent and such registered office may be changed from time to time by the Managing Member.

SECTION 2.05Principal Place of Business.  As of the date of this Agreement, the principal place of business of the Company shall be located at 1801 California Street, Suite 4600, Denver, CO 80202.  Thereafter, the principal place of business of the Company shall be in such location as the Managing Member may designate from time to time.  The Company may

4

maintain offices at such other place or places within or outside the State of Colorado as the Managing Member deems advisable.

SECTION 2.06Purposes and Powers.

(a)The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any act or activity for which limited liability companies may be formed under the Colorado Act.  The Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purposes set forth in this Section 2.06.

(b)Subject to all of the terms, covenants, conditions and limitations contained in this Agreement, the Company shall have full power and authority to do any and all acts and things necessary, appropriate, proper, advisable, desirable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Company, including, without limitation, full power and authority, directly or through its ownership interest in other entities, to enter into, perform and carry out contracts of any kind, borrow money and provide guarantees in connection with a borrowing by or other transaction involving an entity in which the Company has a direct or indirect interest.

SECTION 2.07Books and Records.  At all times during the continuance of the Company, the Company shall maintain or cause to be maintained proper and complete books and records in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in the detail and completeness customary and usual for businesses of the type engaged in by the Company.

ARTICLE III
Members

SECTION 3.01Members.

(a)Upon the execution of this Agreement, the sole Member of the Company shall be the Initial Member.  Following the execution of this Agreement, no Person shall be admitted as a Member and no Additional Membership Interests shall be issued by the Company except as expressly provided in this Agreement and except for Additional Membership Interests issued in consideration for the assumption by the Initial Member of the obligations of the Company under any share delivery agreements entered into by the Company and the Initial Member in connection with the Company’s participation in delivering shares of Molson Coors Brewing Company to holders of Exchangeable Shares of Molson Coors Canada Inc.

(b)After the date of this Agreement, a Person shall only be admitted as a Member (such Person, an “Additional Member”) if such Person is (i) a permitted transferee of a Membership Interest in accordance with Article VII or (ii) issued any Membership Interests in accordance with Section 5.02.

(c)The name and mailing address of each Member, its Percentage Interest and the number of Membership Interests held by such Member shall be maintained by the Company in a

5

membership interest register (the “Register”).  The Register shall be updated from time to time as Additional Membership Interests are issued or as Membership Interests are redeemed.  The Membership Interests reflected in the Register shall be rebuttably presumptive evidence of the number of Membership Interests held by any Member.

SECTION 3.02Powers of Members.  Members shall not have the authority to transact any business in the Company’s name or bind the Company by virtue of their status as Members.

SECTION 3.03Membership Interests.

(a)The Membership Interests shall for all purposes be personal property in accordance with the Colorado Act.  No holder of a Membership Interest or Member shall have any interest in specific Company assets, including any assets contributed to the Company by such Member as part of any capital contribution.  Each Member waives any and all rights that it may have to maintain an action for partition of the Company’s property.

(b)Each Membership Interest shall have the rights, privileges and rank as set forth on Schedule B.  Membership Interests may be divided into partial Membership Interests and shall constitute one class.  Subject to the authority of the Managing Member as set forth in this Agreement, each Membership Interest shall represent a right to Distributions, in each case in accordance with this Agreement and the Colorado Act.

(c)Membership Interests may be evidenced by certificates in accordance with the Colorado Act in such form approved by the Managing Member.

SECTION 3.04Meetings of and Action by Members.

(a)Subject to Schedule B, the Members shall vote together as a single class on all matters on which they are specifically entitled to vote pursuant to this Agreement, and each Member shall be entitled to one vote for each Membership Interest held by such Member (and a partial vote for any partial Membership Interest).

(b)The Company shall provide written notice to all Members of any meeting at which a vote will be held at least three (3) Business Days prior thereto, which notice shall specify the place, date and time of the meeting and the general nature of the business to be transacted.

(c)At any meeting of the Members, the presence, in person or by proxy, of Members holding a majority of the outstanding Membership Interests shall constitute a quorum.

(d)Any action permitted or required to be taken by the Members may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, shall be signed by Members holding a majority of the outstanding Membership Interests.  Within ten (10) Business Days of taking of action by Members without a meeting by less than unanimous written consent, the Company shall provide written notice of the taking of such action to those Members who have not consented in writing to the taking of such action, which notice shall describe the actions taken in reasonable detail.

6

(e)Members may participate in any Members’ meeting through the use of any means of conference telephones or similar communications equipment as long as all Members participating can hear one another.  A Member so participating is deemed to be present in person at the Meeting.

SECTION 3.05Liability of Members.  Except to the extent provided in the Colorado Act, none of the Members shall have any personal liability for the debts, obligations or liabilities of the Company.

SECTION 3.06Indemnification.

(a)To the fullest extent permitted by applicable law, notwithstanding any other provision of this Agreement or otherwise of applicable law, no Member, officer or employee of the Company (collectively, the “Covered Persons”), shall have any fiduciary duty to the Company or the Members (or any other person or entity bound by this Agreement) by reason of this Agreement or the Company or in its capacity as a Covered Person, except that a Covered Person shall be subject to the implied contractual covenant of good faith and fair dealing and (to the extent expressly specified herein) to the covenants and express obligations set forth in this Agreement.  To the fullest extent permitted by applicable law, no Member shall be liable, including under any legal or equitable theory of fiduciary duty or other theory of liability, to the Company, any Member, or any other person or entity bound by this Agreement for any losses, claims, damages or liabilities incurred by reason of any act or omission performed or omitted by such Member in its capacity as a Member, except that a Member shall be liable for any act or omission that constitutes a violation of the implied contractual covenant of good faith and fair dealing.  The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Member otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Member.  A Member shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters which such Member reasonably believes are within such Person’s professional or expert competence.

(b)(i)Each Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a Member or officer of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a Member, director, officer, employee or agent or in any other capacity while serving as a Member, director, officer, employee or agent, shall be indemnified and held harmless by the Company if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that except as provided in Section 3.06(d) with respect to proceedings to enforce rights to indemnification, the Company

7

shall indemnify any such Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Managing Member.  In addition, no Member shall be entitled to be indemnified if any such expense, liability or loss was caused by a breach by such Member of the covenants and express obligations set forth in this Agreement.

(ii)The Company shall indemnify any Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an Indemnitee, against expenses (including attorneys’ fees) actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such action or suit if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

(c)The right to indemnification conferred in Section 3.06(b) shall include the right to be paid by the Company the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition; provided, however, that an advancement of expenses incurred by an Indemnitee shall be made only upon delivery to the Company of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Section 3.06(c) or otherwise.  Such undertaking shall be an unlimited, unsecured general obligation of an Indemnitee, and shall be accepted without reference to such Indemnitee’s ability to make repayment.  The rights to indemnification and to the advancement of expenses conferred in Section 3.06(b) and this Section 3.06(c) shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to fall within the definition of “Indemnitee” and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.  Any repeal or modification of any of the provisions of this Section 3.06 shall not adversely affect any right or protection of an Indemnitee existing at the time of such repeal or modification.

(d)If a claim under Section 3.06(b) or 3.06(c) is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim.  If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall also be entitled to be paid the expenses of prosecuting or defending such suit.  In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a final adjudication that, the Indemnitee has not met

8

the applicable standard for indemnification set forth in Sections 3.06(b) and 3.06(c).  Neither the failure of the Company (including its Managing Member, independent legal counsel, or its Members) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the standard of conduct for entitlement to indemnification, nor an actual determination by the Company (including its Managing Member, independent legal counsel, or its Members) that the Indemnitee has not met the standard of conduct for entitlement to indemnification, shall create a presumption that the Indemnitee has not met such standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit.  In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section 3.06 or otherwise shall be on the Company.  The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that a Member or officer acted in such a manner as to make him or her ineligible for indemnification.

(e)The rights to indemnification and to the advancement of expenses conferred in this Section 3.06 shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, this Agreement, any other agreement or otherwise.  However, no person shall be entitled to indemnification by the Company by virtue of the fact that such person is actually indemnified by another entity, including an insurer.

(f)The Company may maintain insurance, at its expense, to protect itself and any Member, director, officer, employee or agent of the Company or another limited liability company, corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under the Colorado Act.

(g)The Company may, to the extent authorized from time to time by the Managing Member, grant rights to indemnification and to the advancement of expenses to any person or entity not mandatorily entitled to indemnification under this Section 3.06 and grant rights to indemnification and to the advancement of expenses in addition to those granted in this Section 3.06 to any person or entity mandatorily entitled to indemnification under this Section 3.06, in each case as long as such person or entity has met the standard of conduct set forth in Section 3.06(a).

ARTICLE IV
Governance

SECTION 4.01Managing Member.  The Company shall be managed by the Initial Member (the “Managing Member”), with exclusive rights and responsibilities to direct the business of the Company.  The Managing Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members under the laws of the State of Colorado.

9

SECTION 4.02Officers.  The Managing Member may from time to time appoint (and subsequently remove) individuals to act on behalf of the Company as “officers” or “agents” of the Company within the meaning of the Colorado Act to conduct the day-to-day management of the Company with such general or specific authority as the Managing Member may specify.

ARTICLE V
Capital Contributions; New Issuances

SECTION 5.01Initial Capital Contributions.  In connection with the Original Agreement, the Initial Member made an initial capital contribution to the Company in exchange for the issuance by the Company of Membership Interests to the Initial Member as set forth on Schedule A to the Original Agreement and as reflected in the Register.

SECTION 5.02New Issuances of Equity Capital.  Subject to the terms of this Agreement, the Managing Member may determine the form, timing and terms of any new issuance of equity capital (including Membership Interests) of the Company to any Person.  Any such Person shall be required to become a party to this Agreement as a Member, and shall have all the rights and obligations of a Member hereunder, by executing an agreement in such form that is satisfactory to the Managing Member.

ARTICLE VI
Distributions; Assets Sales

SECTION 6.01Distributions.  Subject to the Colorado Act and other applicable law, and subject to the preferences of Series A Preferred, the Managing Member may declare Distributions to the Members in proportion to their respective Percentage Interest, at such times as it deems appropriate, in its sole discretion.

SECTION 6.02Withholding.  Notwithstanding anything in this Agreement to the contrary, the Company is authorized to take any and all actions that are necessary or appropriate to ensure that the Company satisfies any and all withholding and tax payment obligations under Section 1441, 1442, 1445 or any other provision of the Code or other applicable law.  Without limiting the generality of the foregoing, the Company may withhold any amount that it determines is required by law to be withheld from Distributions to any Member.  Any such withheld amounts shall be timely paid over to the appropriate taxing authority.  Each Member will timely provide any certification or file any agreement that is required by any taxing authority in order to avoid any withholding obligation that would otherwise be imposed on the Company, and shall indemnify the Company for any withholding tax liability imposed on the Company with respect to such Member, except for any penalties or interest resulting from the Company’s negligent failure to withhold or pay over amounts withheld.

ARTICLE VII
Transfer of Membership Interests

SECTION 7.01Transfer of Membership Interests Generally.  Except for a transfer specifically permitted by this Agreement, a Member may not, directly or indirectly, transfer any Membership Interests held by such Member without the written consent of the Managing Member.  To the fullest extent permitted by applicable law, any purported transfer of

10

Membership Interests in breach of this Agreement shall be null and void, and neither the Company nor the Members shall recognize the same, whether for the purpose of making Distributions or otherwise.  Any Member who transfers or attempts to transfer any Membership Interests except in compliance herewith shall be liable to, and shall indemnify and hold harmless, the Company and the other Members for all costs, expenses, damages and other liabilities resulting therefrom.

SECTION 7.02Effect of Permitted Transfer.  Any transfer of a Membership Interest that complies with this Agreement shall be effective to assign the right to become a Member, and, without the need for any action or consent of any other Person, a transferee of such Membership Interest shall automatically be admitted as a Member upon execution of an agreement agreeing to be bound by the terms and subject to the conditions of this Agreement.  As a condition to the Company’s obligation to effect a transfer permitted hereunder, any transferee of Membership Interests shall be required to become a party to this Agreement as a Member, and shall have all the rights and obligations of a Member hereunder, by executing an Adoption Agreement in such form that is satisfactory to the Managing Member.

SECTION 7.03Securities Law Matters.  Each Member understands that the Company has not registered the Membership Interests under any United States Federal or state securities or blue sky laws.  No Member shall Transfer any Membership Interest at any time if such action would constitute a violation of any United States Federal or state securities or blue sky laws or a breach of the conditions to any exemption from registration of the Membership Interests under any such laws or a breach of any undertaking or agreement of a Member entered into pursuant to such laws or in connection with obtaining an exemption thereunder, and the Company shall not Transfer upon its books any Membership Interests unless prior thereto the Company has received, or the Managing Member has waived, in writing the requirement that the Company receive, an opinion of counsel in form and substance reasonably satisfactory to the Company that such transaction is in compliance with this Section 7.03.  Any certificate representing a Membership Interest shall bear appropriate legends restricting the sale or other Transfer of such Membership Interest in accordance with applicable United States Federal or state securities or blue sky laws and in accordance with the provisions of this Agreement.

ARTICLE VIII
Certain Other Matters

SECTION 8.01Conversion of the Company to a Corporation.  Without the need for any action or consent of any Member, the Managing Member shall have the right to authorize the conversion of the legal form of the Company to a corporation in accordance with the Colorado Act.  In connection with any such conversion, the Members will be entitled to receive common stock of the Company in exchange for their Membership Interests in the same proportions as their respective Membership Interests immediately prior to such conversion.

SECTION 8.02Dissolution.  The Company shall dissolve upon the first to occur of the following: (a) the approval of the Members then holding a majority of the outstanding Membership Interests to dissolve the Company; (b) at any time there are no Members unless the Company is continued without dissolution in accordance with the Colorado Act; and (c) the entry of a decree of dissolution under the Colorado Act.  The Company shall terminate when all its

11

assets, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in Article VI and the Articles of Organization shall have been canceled in the manner required by the Colorado Act.

SECTION 8.03Liquidation.

(a)Following dissolution pursuant to Section 8.02, all the business and affairs of the Company shall be liquidated and wound up.  The Managing Member shall act as liquidating trustee and wind up the affairs of the Company pursuant to this Agreement.

(b)The proceeds of the liquidation of the Company will be distributed (i) first, to creditors of the Company (including Members who are creditors), to the extent otherwise permitted by law in satisfaction of all the Company’s debts and liabilities (whether by payment or by making reasonable provision for payment thereof), and (ii) second, to each Member in accordance with their Capital Account balances.

SECTION 8.05.Resignation.  Other than by Transferring in accordance with this Agreement all its Membership Interests, a Member may not resign from the Company.

ARTICLE IX
Miscellaneous

SECTION 9.01Notices.  All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or otherwise delivered by hand or by messenger addressed:

(a)if given to the Company, to the following address:

CBC Holdco 2 LLC

1801 California Street, Suite 4600

Denver, CO 80202

Attn: Corporate Secretary

(b)if given to any Member, to the person and at the address (and, if applicable, fax number) maintained for such Member in the Company’s books and records, or at such other address (and, if applicable, fax number) as such Member may hereafter designate by written notice to the Company.

All such notices shall be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered by confirmed facsimile, (ii) on the delivery date if delivered personally to the party to whom the same is directed, (iii) one (1) business day after deposit with a commercial overnight carrier, with written verification of receipt, or (iv) five (5) Business Days after the mailing date, whether or not actually received, if sent by U.S. mail, return receipt requested, postage and charges prepaid, or any other means of rapid mail delivery for which a receipt is available addressed to the receiving party as specified on the signature page of this Agreement.  Changes of the person to receive notices or the place of notification shall be effectuated pursuant to a notice given under this Section 9.01.

12

SECTION 9.02Failure to Pursue Remedies.  The failure of any party to seek redress for breach of, or to insist upon the strict performance of, any provision of this Agreement shall not prevent a subsequent act, which would have originally constituted a breach, from having the effect of an original breach.

SECTION 9.03Cumulative Remedies.  The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies.  Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

SECTION 9.04Parties in Interest.  This Agreement shall be binding upon and inure to the benefit of all the parties hereto and their successors and assigns, and their legal representatives.  No Member may assign this Agreement or any of its rights, interests or obligations in connection with a Transfer of Membership Interests hereunder except to the extent such rights, interests and obligations relate to Membership Interests and the Transfer of such Membership Interests is provided for or contemplated herein.  Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Members or their respective permitted successors or assigns or, to the extent provided by this Agreement, the Members’ respective Affiliates, any rights or remedies under or by reason of this Agreement.

SECTION 9.05Headings.  The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

SECTION 9.06Severability.  The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

SECTION 9.07Counterparts.  This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document.  All counterparts shall be construed together and shall constitute one instrument.

SECTION 9.08Entire Agreement.  This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

SECTION 9.09Governing Law.  This Agreement and the rights of the parties hereto shall be interpreted in accordance with the laws of the State of Colorado, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws.  In the event of a conflict between any provision of this Agreement and any non-mandatory provision of the Colorado Act, the provisions of this Agreement shall control and take precedence.

SECTION 9.10Confidentiality.  Each Member expressly acknowledges that such Member may receive confidential and proprietary information relating to the Company, including information relating to the Company’s financial condition and business plans, and that the disclosure of such confidential information to a third party would cause irreparable injury to the Company.  Except with the prior written consent of the Company, no Member shall disclose

13

any such information to a third party and each Member shall use reasonable efforts to preserve the confidentiality of such information.  The obligations of a Member under this Section 9.10 shall survive the termination of this Agreement or cessation of a Member’s status as a Member for a period of five (5) years.  Notwithstanding the foregoing, a Member shall not be bound by the confidentiality obligations in this Section 9.10 with respect to any information that is currently or becomes: (a) required to be disclosed by such Member pursuant to applicable law, including federal or state securities laws, or a domestic national securities exchange rule (but in each case only to the extent of such requirement); (b) required to be disclosed in order to protect such Member’s interest in the Company or enforce such Member’s rights under this Agreement (but in each case only to the extent of such requirement and only after consultation with the Company); (c) publicly known or available in the absence of any improper or unlawful action on the part of such Member; (d) known or available to such Member via legitimate means other than through or on behalf of the Company or the other Members.

SECTION 9.11Amendments.  This Agreement may be amended or waived from time to time by an instrument in writing signed by the Members holding a majority of the outstanding Membership Interests.

[Signature page follows.]

14

N WITNESS WHEREOF, the Initial Member has executed this Agreement as of the date first stated above.

COORS BREWING COMPANY
By:	/s/ E. Lee Reichert
Name:	E. Lee Reichert
Title:	Secretary

Schedule A

To Operating Agreement

CBC HOLDCO 2 LLC

MEMBERSHIP INTEREST REGISTER

Separately maintained by the Company

Schedule B

To Operating Agreement

CBC HOLDCO 2 LLC

MEMBERSHIP INTERESTS

PREFERENCES, LIMITATIONS AND RIGHTS

MEMBERSHIP INTERESTS

1.Capital.  The Company shall have the authority to issue an unlimited number of common membership interests (the “Common Membership Interests”) and an unlimited number of Preferred Membership Interests (the “Preferred Membership Interests”) with the power to divide the membership interests into classes or series and to attach thereto respectively any preferred, deferred or qualified rights, privileges or conditions, including restrictions on voting rights and including redemption, purchase and other acquisition of such membership interests, subject, however, to the laws of the State of Colorado.

2.Voting.  Each holder of Common Membership Interests of record shall be entitled to vote and shall have one vote for each Common Membership Interest outstanding in such holder’s name on the books and records of the Company.  Except as otherwise provided under the laws of the State of Colorado, the holders of the Preferred Membership Interests shall not be entitled to receive notice of, or to attend or to vote at, any meeting of the members of the Company.

PREFERENCES, LIMITATIONS AND RIGHTS OF SERIES A PREFERRED MEMBERSHIP INTERESTS

(a)Designation of Series A Preferred.  The Company hereby designates a series of the Preferred Membership Interests which shall be “Series A Preferred Membership Interests” and the Company shall have the authority to issue an unlimited number of Series A Preferred Membership Interests.  Except as otherwise provided in this Operating Agreement or as otherwise required by applicable law, all shares of Series A Preferred Membership Interests shall be identical in all respects and shall entitle the holders thereof to the same rights, powers, preferences and privileges, subject to the same qualifications, limitations and restrictions.

(b)Definitions.  With respect to the Series A Preferred Membership Interests, the following terms shall have the meanings ascribed to them below:

(i)“Act” means the Colorado Limited Liability Company Act, as amended.

(ii)“Redemption Amount” in respect of each share of Series A Preferred Membership Interest means U.S. $1.00, provided that, at any time, the Redemption Amount of any share of Series A Preferred Membership Interest shall be reduced by any reduction in capital in respect of such Series A Preferred Membership Interest prior to that time.

(iii)“Redemption Date” means, as to any redemption of Series A Preferred Membership Interests, the date that the Company delivers the Redemption Price for the Series A Preferred Membership Interests being redeemed.

(iv)“Redemption Price” in respect of each Series A Preferred Membership Interest means the Redemption Amount together with declared and unpaid distributions up to the date of liquidation, dissolution or winding up or the date of redemption, as the case may be.

(c)Distributions.

(i)The holders of the Series A Preferred Membership Interests shall be entitled to receive and the Company shall pay thereon, as and when declared by the Managing Member out of the moneys of the Company properly applicable to the payment of distributions, non-cumulative preferential distributions at a rate per membership interest of five percent (5%) of the Redemption Amount per annum.

(ii)Payment of distributions (less any tax required to be withheld by the Company) shall, subject as hereinafter provided, be made by check of the Company payable at par at any branch in the United States of the Company’s bankers or in such other manner as the payee may approve.  Distributions which are represented by a check which has not been presented to the Company’s bankers for payment or that otherwise remain unclaimed for a period of six (6) years from the date on which they were declared to be payable shall be forfeited to the Company.

(iii)Except with the consent in writing of the holders of all the Series A Preferred Membership Interests outstanding, no distributions shall at any time be declared and paid, or declared and set aside for payment, on the Common Membership Interests or any other membership interests of the Company ranking junior to the Series A Preferred Membership Interests, in any year, unless declared and unpaid distributions as provided for above have been declared on the Series A Preferred Membership Interests and the full amount of such distributions on the Series A Preferred Membership Interests then issued and outstanding shall have been paid, or provided for, at the date of such declaration and payment or setting aside of distributions on the Common Membership Interest or other membership interests of the Company ranking junior to the Series A Preferred Membership Interests.

(iv)The holders of the Series A Preferred Membership Interests shall not be entitled to any distributions other than or in excess of the distributions hereinbefore provided for.

(d)Liquidation, Dissolution or Winding-up.  In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other return of capital or distribution of assets of the Company among its Members for the purpose of winding up its affairs, the holders of the Series A Preferred Membership Interests shall be entitled to receive in respect of each such membership interest, before any distribution of any part of the assets of the Company among the holders of the Common Membership Interests and any other membership interests of the Company ranking junior to the Series A Preferred Membership Interests, an amount equal to the Redemption Price.  After payment to the holders of the Series A Preferred Membership Interests of the amount so payable to such holders as herein provided, the holders of the Series A Preferred Membership Interests shall not be entitled to share in any further distribution of the property or assets of the Company.

2

(e)Redemption.  The Company may redeem all or any portion of the Series A Preferred Membership Interests at any time and from time to time by paying to the holder of Series A Preferred Membership Interests being redeemed an amount equal to the aggregate Redemption Price for such Series A Preferred Membership Interests.  The Register shall be amended to reflect such redemption.  Payment of the aggregate Redemption Price for the Series A Preferred Membership Interest to be redeemed shall be made, at the option of the Company,

(i)by delivery to such holder of a check of the Company payable at par at any branch in the United States of the Company’s bankers or

(ii)by wire transfer by the Company to the holder of the Series A Preferred Membership Interest.  From and after the Redemption Date, such Series A Preferred Membership Interest shall cease to be entitled to distributions and the holder thereof shall not be entitled to exercise any of the rights of holders of Series A Preferred Membership Interest in respect thereof unless payment of the said Redemption Price is not made on the Redemption Date, in which case the rights of the holder of the Series A Preferred Membership Interest shall remain unaffected until payment in full of the Redemption Price.

(f)Restriction on Distributions and Other Distributions.  Except with the consent in writing of the holders of all the Series A Preferred Membership Interests outstanding, no distributions shall at any time be declared and paid, or declared and set aside for payment, and no other distributions shall at any time be made on or in respect of the Common Membership Interests, or any other membership interests of the Company ranking junior to the Series A Preferred Membership Interests, if the payment or setting aside for payment of such distribution or the making of such distribution would impair the ability of the Company to redeem any Series A Preferred Membership Interests.

(g)Reduction of Capital.  On a reduction in the capital of a Series A Preferred Membership Interest, the amount distributed cannot exceed the Redemption Amount (as adjusted) of such Series A Preferred Membership Interest.

(h)Amendment and Waiver.  No amendment, modification or waiver of any provision hereof shall be binding or effective without the prior written consent of the holders of a majority of the Series A Preferred Membership Interests outstanding at the time such action is taken.

(i)Notices.  Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be delivered by (i) registered or certified mail, return receipt requested and postage prepaid, (ii) by reputable overnight courier service, charges prepaid, or (iii) via electronic mail or facsimile and shall be deemed to have been given when so mailed or sent (1) to the Company, at its principal executive offices and (2) to any Membership Interest holder, at such holder’s address as it appears in the records of the Company (unless otherwise indicated by any such holder).

3

EX-3.18

Exhibit 3.18

ARTICLES OF INCORPORATION

OF

CBC HOLDCO 3, INC.

Pursuant to § 7-102-102 and part 3 of Article 90 of Title 7, Colorado Revised Statutes (C.R.S.), these Articles of Incorporation are delivered to the Colorado Secretary of State for filing.

ARTICLE I

NAME

The name of the corporation is CBC Holdco 3, Inc. (the “Corporation”).

ARTICLE II

DURATION

The Corporation shall have perpetual existence.

ARTICLE III

OFFICES

The street address of the initial registered office of the Corporation is 1801 California Street, Suite 4600, Denver, Colorado 80202 and the name of the initial registered agent at that address is E. Lee Reichert. The address of the Corporation’s initial principal office is 1801 California Street, Suite 4600, Denver, Colorado 80202.

ARTICLE IV

PURPOSES AND POWERS

A.            The Corporation is organized for the purposes of engaging in any lawful acts or activities for which corporations may be organized under the laws of the State of Colorado.

B.            Without limitation and in furtherance of the purposes set forth above, the Corporation shall have and may exercise any and all of the rights, powers and privileges now or hereafter conferred upon corporations organized under and pursuant to the laws of the State of Colorado, including the following powers:

(1)           To acquire by purchase, exchange, lease, or otherwise, and to hold, mortgage, pledge, hypothecate, exchange, sell, invest in and dispose of, alone, or in syndicates, or otherwise in conjunction with others, real and personal property of every kind and character, of whatsoever nature and wheresoever situated, and any interests therein.

(2)           To acquire by purchase, exchange, or otherwise, all or any part of, or interests in, the properties, assets, business, goodwill of any one or more persons, firms, associations, or corporations heretofore or hereafter engaged in any business for which corporations may now or hereafter be organized under the laws of the State of Colorado.

(3)           To borrow or raise money without limit as to amounts; contract for, perform, and provide for the performance of services in any nature which a corporation may lawfully perform; to act as a dealer for the sale of, to enter into underwriting agreements with respect to, to grant options with respect to, and to contract for the disposition of, or otherwise dispose of, the Corporation’s stocks, bonds, and other securities.

(4)           To invest and deal with the funds of the Corporation in any manner, and to acquire by purchase or otherwise the stocks, bonds, notes, debentures and other securities and obligations of any corporation, association, partnership or government, and while the owner of any such securities or obligations, to exercise all the rights, powers and privileges of ownership, including, among other things, the right to vote thereon for any and all purposes.

(5)           To indemnify officers, directors, and others, in the discretion of the Board of Directors of the Corporation (the “Board of Directors”), to the fullest extent authorized by the Colorado Business Corporation Act (the “Act”).

(6)           To limit or eliminate the personal liability of directors to the fullest extent allowed by the Act.

(7)           To do everything necessary, proper, advisable, or convenient for the accomplishment of the Corporation’s purposes and all other things incidental thereto or connected therewith so long as the same shall not be prohibited by law or by these Articles of Incorporation.

ARTICLE V

CAPITAL STOCK

A.            Authorized Capital. The aggregate number of shares that the Corporation shall have authority to issue is 3,000,000,000 shares of common stock (the “Common Stock”) and 1,000,000,000,000 shares of preferred stock, all without par value, with the power to divide the shares in the capital for the time being into classes or series and to attach thereto respectively any preferred, deferred or qualified rights, privileges or conditions, including restrictions on voting rights and including redemption, purchase and other acquisition of such shares, subject, however, to the laws of the State of Colorado. Subject to Paragraph E of Article VI, and the rights of any shares of the Corporation ranking senior to the Common Stock, the Common Stock shall be entitled to receive the net assets of the Corporation upon dissolution.

B.            Voting. Each shareholder of Common Stock of record shall be entitled to vote and shall have one vote for each share of Common Stock outstanding in such shareholder’s name on the books and records of the Corporation, except that in the election of directors such shareholder shall have the right to vote such number of shares for as many persons as there are directors to be elected. Cumulative voting shall not be allowed in the election of directors or for any other purpose. Except as otherwise provided in the laws of the State of Colorado, the holders of preferred stock shall not be entitled to receive notice of, or to attend or to vote at, any meeting of the shareholders of the Corporation.

2

ARTICLE VI

DESIGNATION OF THE PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS

OF THE CORPORATION’S SERIESA PREFERRED STOCK

A.            Designation and Number of Shares. The designation of the series of preferred stock authorized hereby shall be Series A Preferred Stock (the “Series A Preferred Stock”). The maximum number of shares of Series A Preferred Stock shall be 1,000,000,000,000 shares. Except as otherwise provided in the Articles of Incorporation, as amended from time to time, or as otherwise required by applicable law, all shares of Series A Preferred Stock shall be identical in all respects and shall entitle the holders thereof to the same rights, powers, preferences and privileges, subject to the same qualifications, limitations and restrictions.

B.            Definitions. With respect to the Series A Preferred Stock, the following terms shall have the meanings ascribed to them below:

(1)           “Redemption Amount” in respect of each share of Series A Preferred Stock means U.S. $1.00.

(2)           “Redemption Price” in respect of each share of Series A Preferred Stock means the Redemption Amount together with accrued and unpaid dividends up to the date of liquidation, dissolution or winding up or the date of redemption, as the case may be.

C.            Dividends.

(1)           The holders of the Series A Preferred Stock shall be entitled to receive and the Corporation shall thereon, as and when declared by the Board of directors out of the moneys of the Corporation properly applicable to the payment of dividends, non-cumulative dividends at a rate per share of five percent (5%) of the Redemption Amount per annum.

(2)           Payment of dividends (less any tax required to be withheld by the Corporation) shall, subject as hereinafter provided, be made by check of the Corporation payable at par at any branch in the U.S. of the Corporation’s bankers or in such other manner as the payee may approve. Dividends which are represented by a check which has not been presented to the Corporation’s bankers for payment or that otherwise remain unclaimed for a period of six (6) years from the date on which they were declared to be payable shall be forfeited to the Corporation.

(3)           Except with the consent in writing of the holders of all the Series A Preferred Stock outstanding, no dividends shall at any time be declared and paid, or declared and set aside for payment, on the Common Stock or any other shares of the Corporation ranking junior to the Series A Preferred Stock, in any year, unless accrued and unpaid dividends as provided for above have been declared on the Series A Preferred Stock and the full amount of such dividends on the Series A Preferred Stock then issued and outstanding shall have been paid, or provided for, at the date of such declaration and payment or setting aside of dividends on the Common Stock or other shares of the Corporation ranking junior to the Series A Preferred Stock.

(4)           The holders of the Series A Preferred Stock shall not be entitled to any dividends other than or in excess of the dividends hereinbefore provided for.

3

D.            No Voting Rights. Except as otherwise provided in the Act, the holders of the Series A Preferred Stock shall not be entitled to receive notice of, or to attend or to vote at, any meeting of the shareholders of the Corporation.

E.            Liquidation, Dissolution or Winding-up. In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other return of capital or distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of the Series A Preferred Stock shall be entitled to receive in respect of each such share, before any distribution of any part of the assets of the Corporation among the holders of the Common Stock and any other shares of the Corporation ranking junior to the Series A Preferred Stock, an amount equal to the Redemption Price. After payment to the holders of the Series A Preferred Stock of the amount so payable to such holders as herein provided, the holders of the Series A Preferred Stock shall not be entitled to share in any further distribution of the property or assets of the Corporation.

F.             Redemption at the Option of the Corporation.

(1)           Subject to any applicable law, the Corporation shall, at its option, be entitled to redeem at any time or times all or any part of the Series A Preferred Stock registered in the name of any holder of any such Series A Preferred Stock on the books of the Corporation with or without the consent of such holder by giving notice in writing to such holder, (unless such notice is waived by the holder) specifying:

(a)           that the Corporation desires to redeem all or any part of the Series A Preferred Stock registered in the name of such holder;

(b)           if part only of the Series A Preferred Stock registered in the name of such holder is to be redeemed, the number thereof to be so redeemed;

(c)           the Redemption Price;

(d)           the business day (in this Paragraph F referred to as the “Redemption Date”) on which the Corporation desires to redeem such Series A Preferred Stock. The Redemption Date shall be the date that is 30 days after the date on which the notice is given by the Corporation or such other date as the Corporation and such holder may agree; and

(e)           the place of redemption.

(2)           The Corporation shall, on the Redemption Date, redeem all Series A Preferred Stock so called for redemption by paying to such holder an amount equal to the aggregate Redemption Price (less any tax or other amount which the Corporation is required by law to deduct or withhold) on presentation and surrender of the certificate(s) for such Series A Preferred Stock at such place as may be specified in such notice. The certificate(s) for such Series A Preferred Stock shall thereupon be cancelled and the Series A Preferred Stock represented thereby shall thereupon be redeemed. Payment of the aggregate Redemption Price for the Series A Preferred Stock to be redeemed shall be made, at the option of the Corporation, (i) by delivery to such holder of a check of the Corporation; or (ii) by wire transfer by the

4

Corporation to the holder of the Series A Preferred Stock; or (iii) by a demand note with a principal amount equal to the aggregate Redemption Price for the Series A Preferred Stock to be redeemed. From and after the Redemption Date, such Series A Preferred Stock shall cease to be entitled to dividends and the holder thereof shall not be entitled to exercise any of the rights of holders of Series A Preferred Stock in respect thereof unless payment of the Redemption Price is not made on the Redemption Date, in which case the rights of the holder of the Series A Preferred Stock shall remain unaffected until payment in full of the Redemption Price.

(3)           Where at any time, some, but not all, of such Series A Preferred Stock are to be redeemed, the Series A Preferred Stock to be redeemed shall be selected by lot in such manner as the board of directors determines, or as nearly as may be in proportion to the number of Series A Preferred Stock registered in the name of each holder, or in such other manner as the board of directors determines.

G.            Redemption at the Option of the Holder.

(1)           Subject to any applicable law, a holder of Series A Preferred Stock shall be entitled to require the Corporation to redeem at any time or times any Series A Preferred Stock registered in the name of such holder on the books of the Corporation by providing five years notice to the Corporation (as provided for in clause (c) below) and by tendering to the Corporation at its registered office a share certificate representing the Series A Preferred Stock which the holder desires to have the Corporation redeem together with a request in writing (in this paragraph referred to as a “Redemption Demand”), (unless such request is waived by the Corporation) specifying:

(a)           that the holder desires to have one or more Series A Preferred Stock represented by such certificate redeemed by the Corporation;

(b)           if such certificate represents more than one Series A Preferred Stock, the number of Series A Preferred Stock to be redeemed; and

(c)           the business day (in this Paragraph G referred to as the “Redemption Date”) on which the holder desires to have the Corporation redeem such Series A Preferred Stock which shall be at least five years from the date of the Redemption Demand.

(2)           The Corporation shall, on such Redemption Date, redeem all Series A Preferred Stock required to be redeemed by paying to such holder an amount equal to the aggregate Redemption Price (less any tax or other amount which the Corporation is required by law to deduct or withhold) on presentation and surrender of the certificate(s) for the Series A Preferred Stock to be so redeemed at the registered office of the Corporation. The certificate(s) for such Series A Preferred Stock shall thereupon be cancelled and the Series A Preferred Stock represented thereby shall thereupon be redeemed. Payment of the aggregate Redemption Price for the Series A Preferred Stock to be redeemed shall be made, at the option of the Corporation, (i) by delivery to such holder of a check of the Corporation; (ii) by wire transfer by the Corporation to the holder of the Series A Preferred Stock; or (iii) by a demand note with a principal amount equal to, the aggregate Redemption Price for the Series A Preferred Stock to be

5

redeemed. From and after the Redemption Date, such Series A Preferred Stock shall cease to be entitled to dividends and the holder thereof shall not be entitled to exercise any of the rights of holders of Series A Preferred Stock in respect thereof unless payment of the said Redemption Price is not made on the Redemption Date, in which case the rights of the holder of the Series A Preferred Stock shall remain unaffected until payment in full of the Redemption Price.

H.            Partial Redemption. If fewer than all Series A Preferred Stock represented by a certificate are redeemed, the holder shall be entitled to receive, at the expense of the Corporation, a new certificate representing the Series A Preferred Stock which have not been redeemed.

I.             Restriction on Dividends and Other Distributions. Except with the consent in writing of the holders of all the Series A Preferred Stock outstanding, no dividends shall at any time be declared and paid, or declared and set aside for payment, and no other distributions shall at any time be made on or in respect of the Common Stock, or any other shares of the Corporation ranking junior to the Series A Preferred Stock, if the payment or setting aside for payment of such dividend or the making of such distribution would impair the ability of the Corporation to redeem any Series A Preferred Stock pursuant to Paragraphs F or G of this Article VI.

J.             Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing shares of Series A Preferred Stock (including fractional shares), and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation, or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on the Series A Preferred Stock represented by such new certificate from the date to which dividends have been fully paid on such lost, stolen, destroyed or mutilated certificate.

K.            Amendment and Waiver. No amendment, modification or waiver of any provision hereof shall be binding or effective without the prior written consent of the holders of a majority of the Series A Preferred Stock outstanding at the time such action is taken.

L.            Notices. Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be delivered by (1) registered or certificate mail, return receipt requested and postage prepaid, (2) by reputable overnight courier service, charges prepaid, or (3) via electronic mail or facsimile and shall be deemed to have been given when so mailed or sent (i) to the Corporation, at its principal executive offices and (ii) to any shareholder, at such holder’s address as it appears in the stock records of the Corporation (unless otherwise indicated by any such holder).

6

ARTICLE VII

DIRECTORS

The affairs of the Corporation shall be governed by the Board of Directors, which shall consist of not less than one (1) director. The number of directors and the method by which they shall be elected shall be in accordance with the Bylaws of the Corporation.

ARTICLE VIII

INDEMNIFICATION

The Corporation shall indemnify, to the maximum extent permitted by law, any person who is or was a director, officer, agent, fiduciary or employee of the Corporation against any claim, liability or expense arising against or incurred by such person made party to a proceeding because such person is or was a director, officer, agent, fiduciary or employee of the Corporation or because such person is or was serving another entity or employee benefit plan as a director, officer, partner, trustee, employee, fiduciary or agent at the Corporation’s request. The Corporation shall further have the authority, to the maximum extent permitted by law, to purchase and maintain insurance providing such indemnification.

ARTICLE IX

BYLAWS

The initial Bylaws of the Corporation shall be adopted by its Board of Directors, in which also shall be vested the power to alter, amend or repeal the Bylaws and to adopt new Bylaws.

ARTICLE X

TRANSFER RESTRICTIONS

The Corporation may, in its Bylaws, or otherwise, impose restrictions on the transfer of its shares.

7

EX-3.19

Exhibit 3.19

BYLAWS

(THESE “BYLAWS”)

OF

CBC HOLDCO 3, INC.

a Colorado corporation

ARTICLE I

Offices

1.Principal Office.  The principal office of CBC Holdco 3, Inc.  (the “Company”) shall be designated from time to time by the Board of Directors and may be within or outside of Colorado.

2.Registered Office.  The registered office of the Company required by the Colorado Business Corporation Act, as it may be amended or superseded, together with the Colorado Corporations and Associations Act, as amended or superseded (collectively, the “Act”), to be maintained in the State of Colorado may be, but need not be, identical with the principal office, and the address of the registered office may be changed from time to time by the Board of Directors.

3.Other Offices.  The Company may have one or more offices at such place or places within or outside of Colorado as the Board of Directors may from time to time determine or as the business of the Company may require.

ARTICLE II

Shareholders’ Meetings

1.Annual Meetings.  The annual meeting of the shareholders shall be held annually on such date and at such time and place as may be determined by the Board of Directors (or by the President in the absence of action by the Board of Directors) from time to time.  At such meeting, the shareholders shall elect a Board of Directors and shall transact such other business as may be brought properly before the meeting.  If the election of directors is not held on the day fixed as provided herein for any annual meeting of the shareholders, or any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as it may conveniently be held.

A shareholder may apply to the district court in the county in Colorado where the Company’s principal office is located or, if the Company has no principal office in Colorado, to the district court of the county in which the Company’s registered office is located to seek an order that a shareholders’ meeting be held (i) if an annual meeting was not held within six months after the close of the Company’s most recently ended fiscal year or fifteen months after its last annual meeting, whichever is earlier, or (ii) if the shareholder participated in a proper call

1

of, or proper demand for, a special meeting and notice of the special meeting was not given within thirty days after the date of the call or the date the last of the demands necessary to require calling of the meeting was received by the Company pursuant to C.R.S. § 7–107–102(1)(b), or the special meeting was not held in accordance with the notice.

2.Special Meetings.  Special meetings of shareholders for any purpose or purposes, unless otherwise prescribed by the Act or by the Articles of Incorporation of the Company, as in effect from time to time (the “Articles of Incorporation”), may be called at any time by the Chairman, by the President (if he is also a member of the Board of Directors) or by the Board of Directors.  A special meeting shall be called by the President or the Secretary upon one or more written demands (which shall state the purpose or purposes therefor) signed and dated by the holders of shares representing not less than ten percent of all votes entitled to be cast on any issue proposed to be considered at the meeting.

3.Place of Meetings.  The Board of Directors may designate any place, either within or outside of Colorado, as the place for any annual meeting or any special meeting called by the Board of Directors. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or outside of Colorado, as the place for such meeting.  If no place is designated in the notice, or if a special meeting is called other than by the Board of Directors, the place of the meeting shall be the principal office of the Company.

4.Notice of Meetings.  Not less than ten nor more than sixty days prior to each annual or special meeting of shareholders, written notice of the date, time and place of each meeting shall be given to each shareholder entitled to vote at such meeting.  If the authorized shares of the Company are proposed to be increased, at least thirty days’ notice in like manner shall be given.  If the Act prescribes notice requirements for particular circumstances (as in the case of the sale, lease or exchange of the Company’s assets other than in the usual and regular course of business, or the merger or dissolution of the Company), the provisions of the Act shall govern.

Notice of a special meeting shall include a description of the purpose or purposes of the meeting. Notice of an annual meeting need not include a description of the purpose or purposes of the meeting except the purpose or purposes shall be stated with respect to (i) an amendment to, or restatement of, the Articles of Incorporation of the Company, (ii) a merger or share exchange in which the Company is a party and, with respect to a share exchange, in which the Company’s shares will be acquired, (iii) a sale, lease, exchange, or other disposition, other than in the usual and regular course of business, of all or substantially all of the property of the Company or of another entity that this Company controls, in each case with or without the goodwill, (iv) a dissolution of the Company, or (v) any other purpose for which a statement of purpose is required by the Act. Notice shall be given personally or by mail, private carrier, telegraph, teletype, electronically transmitted facsimile, or other form of wire or wireless communication by or at the direction of the President, the Secretary, or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting. If mailed and if in a comprehensible form, such notice shall be deemed to be given and effective when deposited in the United States mail, properly addressed to the shareholder at the shareholder’s address as it appears in the Company’s current record of shareholders, with first class postage prepaid. If notice is given other than by mail, and provided that such notice is in a

2

comprehensible form, the notice is given and effective on the date actually received by the shareholder.

If requested by the person or persons lawfully calling such meeting, the Secretary shall give notice thereof at corporate expense. No notice need be sent to any shareholder if three successive notices mailed to the last known address of such shareholder have been returned as undeliverable until such time as another address for such shareholder is made known to the Company by such shareholder. In order to be entitled to receive notice of any meeting, a shareholder shall advise the Company in writing of any change in such shareholder’s mailing address as shown on the Company’s books and records.

When a meeting is adjourned to another date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place of such meeting is announced before adjournment at the meeting at which the adjournment is taken. At the adjourned meeting, the Company may transact any business that may have been transacted at the original meeting. If the adjournment is for more than 120 days, or if a new record date is fixed for the adjourned meeting, a new notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting as of the new record date.

5.Waiver of Notice.  A shareholder may waive any notice, whether before or after the date or time stated in the notice as the date or time when any action will occur or has occurred.  The waiver shall be in writing, be signed by the shareholder entitled to the notice, and be delivered to the Secretary for inclusion in the minutes or filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.  Further, by attending a meeting, either in person or by proxy, a shareholder waives objection to lack of notice or defective notice of the meeting unless the shareholder objects at the beginning of the meeting to the holding of the meeting or the transaction of business at the meeting because of lack of notice or defective notice. By attending the meeting, the shareholder also waives any objection to consideration at the meeting of a particular matter not within the purpose or purposes described in the meeting notice unless the shareholder objects to considering the matter when it is presented.

6.Fixing of Record Date.  For the purpose of determining shareholders entitled to (i) notice of or vote at any meeting of shareholders or any adjournment thereof, (ii) receive distributions or share dividends, (iii) demand a special meeting, or (iv) make a determination of shareholders for any other proper purpose, the Board of Directors may fix a future date as the record date for any such determination of shareholders, such date in any case to be not more than seventy days, and, in case of a meeting of shareholders, not less than ten days, prior to the date on which the particular action requiring such determination of shareholders is to be taken. If no record date is fixed by the Board of Directors, the record date shall be the day before the notice of the meeting is given to shareholders or the date on which the resolution of the Board of Directors providing for a distribution is adopted, as the case may be. When a determination of shareholders entitled to vote at any meeting of shareholders is made as provided in this section, such determination shall apply to any adjournment thereof unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. Unless otherwise specified when the record date is fixed,

3

the time of day for such determination shall be as of the Company’s close of business on the record date.

Notwithstanding the above, the record date for determining the shareholders entitled to take action without a meeting or entitled to be given notice of action so taken shall be the date a writing upon which the action is taken is first received by the Company. The record date for determining shareholders entitled to demand a special meeting shall be the date of the earliest of any of the demands pursuant to which the meeting is called.

7.Voting Lists.  After a record date is fixed for a shareholders’ meeting, the Secretary shall make, at the earlier of ten days before such meeting or two business days after notice of the meeting has been given, a complete list of the shareholders entitled to be given notice of such meeting or any adjournment thereof. The list shall be arranged by voting groups and, within each voting group, by class or series of shares, shall be in alphabetical order within each class or series, and shall show the address and the number of shares of each class or series held by each shareholder. For the period beginning the earlier of ten days prior to the meeting or two business days after notice of the meeting is given and continuing through the meeting and any adjournment thereof, this list shall be kept on file at the principal office of the Company, or at a place (which shall be identified in the notice) in the city where the meeting will be held. Such list shall be available for inspection on written demand by any shareholder (including, for the purpose of this Section 7, any holder of voting trust certificates) or the shareholder’s agent or attorney during regular business hours and during the period available for inspection. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

Any shareholder, the shareholder’s agent, or attorney may copy the list during regular business hours and during the period it is available for inspection, provided (i) the shareholder has been a shareholder for at least three months immediately preceding the demand or holds at least five percent of all outstanding shares of any class of shares as of the date of the demand, (ii) the demand is made in good faith and for a purpose reasonably related to the demanding shareholder’s interest as a shareholder, (iii) the shareholder describes with reasonable particularity the purpose and the records the shareholder desires to inspect, (iv) the records are directly connected with the described purpose, and (v) the shareholder pays a reasonable charge covering the costs of labor and material for such copies, not to exceed the estimated cost of production and reproduction.

8.Informal Action by Unanimous Consent of Shareholders.  Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a written consent (or counterparts thereof) that sets forth the action so taken is signed by the shareholders holding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote with respect to the subject matter thereof were present and voted and received by the Company. Such consent shall have the same force and effect as a unanimous vote of the shareholders and may be stated as such in any document. The Company may receive such writing by electronically transmitted facsimile or other form of wire or wireless communication providing the Company with a complete copy thereof, including a copy of the signature thereto.

4

No action taken pursuant to this Section 8 shall be effective unless, within sixty days after the date the Company first receives a writing describing and consenting to the action and signed by a shareholder, the Company has received writings that describe and consent to the action, signed by shareholders holding at least the number of shares entitled to vote on the action as required above (disregarding any consent that has been revoked as provided below). Action taken under this Section 8 is effective as of the date the last writing necessary to effect the action is received by the Company unless all of the writings necessary to effect the action specify a different effective date, in which case such specified date shall be the effective date for such action. If any shareholder revokes the shareholder’s consent as provided for herein prior to what would otherwise be the effective date, the action proposed in the consent shall be invalid. Unless otherwise fixed by statute or a court, the record date for determining shareholders entitled to take action pursuant to this Section 8 is the date the Company first receives a writing upon which the action is taken.

Any shareholder who has signed a writing describing and consenting to action taken pursuant to this Section 8 may revoke such consent by a writing signed and dated by the shareholder describing the action and stating that the shareholder’s prior consent thereto is revoked if such writing is received by the Company before the effectiveness of the action.

9.Quorum.  Shareholders may take action at a meeting only if a quorum of the shares entitled to vote is represented in person or by proxy.  Unless otherwise provided in the Act or in the Company’s Articles of Incorporation, holders of a majority of the shares entitled to vote constitutes a quorum for action at a shareholders’ meeting.

If a quorum is not present, the shares present at the meeting shall have the power to adjourn the meeting, until the requisite number of shares shall be present or represented.

10.Adjournment.  At the adjourned meeting, any business may be transacted that might have been transacted at the original meeting.  If the adjournment is for more than 120 days from the date of the original meeting, a notice of the adjourned meeting shall be given to each shareholder entitled to vote at such meeting.

11.Proxies.  At all meetings of shareholders, a shareholder may vote by proxy by signing an appointment form or similar writing, either personally or by the shareholder’s duly authorized attorney—in—fact. A shareholder may also appoint a proxy by transmitting or authorizing the transmission of a telegram, teletype, or other electronic transmission providing a written statement of the appointment to the proxy, a proxy solicitor, proxy support service organization, any other person duly authorized by the proxy to receive appointments as agent for the proxy, or to the Company. The transmitted appointment shall set forth or be transmitted with written evidence from which it can be determined that the shareholder transmitted or authorized the transmission of the appointment. The proxy appointment form or similar writing shall be filed with the Secretary of the Company before or at the time of the meeting. The appointment of a proxy is effective when received by the Company and is valid for eleven months unless a different period is expressly provided in the appointment form or similar writing.

5

Any complete copy, including an electronically transmitted facsimile, of an appointment of a proxy may be substituted for or used in lieu of the original appointment for any purpose for which the original appointment could be used.

Revocation of a proxy does not affect the right of the Company to accept the proxy’s authority unless (i) the Company had notice that the appointment was coupled with an interest and notice that such interest is extinguished is received by the Secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy’s authority under the appointment, or (ii) other notice of the revocation of the appointment is received by the Secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy’s authority under the appointment. Other notice of revocation may, in the discretion of the Company, be deemed to include the appearance at a shareholders meeting of the shareholder who granted the proxy and the shareholder’s voting in person on any matter subject to a vote at such meeting.

The death or incapacity of the shareholder appointing a proxy does not affect the right of the Company to accept the proxy’s authority unless notice of the death or incapacity is received by the Secretary or other officer or agent authorized to tabulate votes before the proxy exercises the proxy’s authority under the appointment.

The Company shall not be required to recognize an appointment made irrevocable if it has received a writing revoking the appointment signed by the shareholder (including a shareholder who is a successor to the shareholder who granted the proxy), either personally or by the shareholder’s attorney–in–fact, notwithstanding that the revocation may be a breach of an obligation of the shareholder to another person not to revoke the appointment.

Subject to Section 13 and any express limitation on the proxy’s authority appearing on the appointment form, the Company is entitled to accept the proxy’s vote or other action as that of the shareholder making the appointment.

12.Voting.  Each outstanding share, regardless of class, shall be entitled to one vote, except in connection with the election of each member of the Board of Directors as provided below, and each fractional share shall be entitled to a fractional vote on each matter submitted to a vote at a meeting of the shareholders except to the extent that the voting rights of the shares of any class or classes are limited by the Articles of Incorporation as permitted by the Act. Cumulative voting shall not be permitted in the election of directors or for any other purpose.  Each record holder of stock shall be entitled to vote in the election of directors and shall have as many votes for each of the shares owned by the record holder as there are directors to be elected and for whose election the record holder has the right to vote.

At each election of directors, that number of candidates equaling the number of directors to be elected having the highest number of votes cast in favor of their election shall be elected to the Board of Directors.

13.Company’s Acceptance of Votes.  If the name signed on a vote, consent, waiver, proxy appointment, or proxy appointment revocation corresponds to the name of a shareholder, the Company, if acting in good faith, is entitled to accept the vote, consent, waiver, proxy

6

appointment, or proxy appointment revocation and give it effect as the act of the shareholder. If the name signed on a vote, consent, waiver, proxy appointment, or proxy appointment revocation does not correspond to the name of a shareholder, the Company, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, proxy appointment, or proxy appointment revocation and to give it effect as the act of the shareholder if:

(i)the shareholder is an entity, and the name signed purports to be that of an officer or agent of the entity;

(ii)the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder, and, if the Company requests, evidence of fiduciary status acceptable to the Company has been presented with respect to the vote, consent, waiver, proxy appointment, or proxy appointment revocation;

(iii)the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder, and, if the Company requests, evidence of this status acceptable to the Company has been presented with respect to the vote, consent, waiver, proxy appointment, or proxy appointment revocation;

(iv)the name signed purports to be that of a pledgee, beneficial owner, or attorney–in–fact of the shareholder, and, if the Company requests, evidence acceptable to the Company of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, proxy appointment, or proxy appointment revocation;

(v)two or more persons are the shareholder as cotenants or fiduciaries, and the name signed purports to be the name of at least one of the cotenants or fiduciaries, and the person signing appears to be acting on behalf of all the cotenants or fiduciaries; or

(vi)the acceptance of the vote, consent, waiver, proxy appointment, or proxy appointment revocation is otherwise proper under rules established by the Company that are not inconsistent with this Section 13.

The Company is entitled to reject a vote, consent, waiver, proxy appointment, or proxy appointment revocation if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

Neither the Company nor its officers nor any agent who accepts or rejects a vote, consent, waiver, proxy appointment, or proxy appointment revocation in good faith and in accordance with the standards of this Section is liable in damages for the consequences of the acceptance or rejection.

14.Organization of Meetings.  The Chairman of the annual or any special meeting of the shareholders shall be the President or any person designated by the Board of Directors.  The Secretary or, in his absence, any person appointed by the Chairman of the meeting shall act as Secretary of the meeting.

7

15.Meeting by Telecommunication.  Any or all shareholders may participate in an annual or special shareholders’ meeting by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting may hear each other during the meeting.  The Board of Directors may establish the terms and conditions under which shareholders may participate by such means and shall cause the notice of the meeting to contain such terms and conditions.  A shareholder participating in a meeting by this means is deemed to be present in person at the meeting.

ARTICLE III

Board of Directors

1.General Powers.  The property, affairs and business of the Company shall be managed by a Board of Directors except as otherwise provided in the Act or the Articles of Incorporation.  In addition to the powers expressly conferred upon it by these Bylaws, the Board of Directors may exercise all such other powers as are not required by statute, resolution of the Board of Directors, the Articles of Incorporation, or by these Bylaws, to be exercised or done by the shareholders.

2.Number, Tenure and Qualification.  The number of directors may be increased to fifteen and may be decreased to any number not less than the number of shareholders from time to time, by resolution of the Board of Directors, provided that no such decrease shall have the effect of shortening the term of any incumbent director.  Directors must be natural persons at least eighteen years of age but need not be shareholders or residents of the State of Colorado.  The Board of Directors shall be elected at each annual meeting of shareholders and each director shall hold office until the next annual meeting of shareholders, until such director’s successor shall be elected and qualified, or until such director’s earlier death, resignation or removal.

3.Annual and Regular Meetings.  The Board of Directors shall hold its annual meeting without notice on the same day and at the same place as, but just following, the annual meeting of the shareholders, or at such other date, time and place as may be determined by the Board of Directors.  Regular meetings of the Board of Directors shall be held without notice at such dates, times and places as may be determined by the Board of Directors by resolution.

4.Special Meetings.  Special meetings of the Board of Directors may be held, with proper notice, upon the call of the Chairman of the Board of Directors or by at least one-third of the members of the Board of Directors at such time and place as specified in the notice.

5.Notice of Special Meetings.

(a)Notice of the date, time and place of each special meeting of the Board of Directors shall be given to each director at least two days prior to such meeting.  The notice of a special meeting of the Board of Directors need not state the purpose or purposes of the meeting.  Notice to each director of any special meeting may be given in person or by telephone, telegraph, teletype, electronically transmitted facsimile, or other form of wire or wireless communication; or by mail or private carrier.

8

(b)Oral notice to a director of any special meeting is effective when communicated.  Written notice to a director of any special meeting is effective at the earliest of: (i) the date received; (ii) five days after it is mailed; or (iii) the date shown on the return receipt if mailed by registered or certified mail, return receipt requested, if the return receipt is signed by or on behalf of the director to whom the notice is addressed.

6.Waiver of Notice.

(a)A director may waive any notice of a meeting before or after the time and date of the meeting stated in the notice.  The waiver shall be in writing and signed by the director entitled to the notice.  Such waiver shall be delivered to the Secretary for filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver.

(b)A director’s attendance at or participation in a meeting waives any required notice to him of the meeting unless:

(i)at the beginning of the meeting, or promptly upon his later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting; or

(ii)if special notice was required of a particular purpose, the director objects to transacting business with respect to the purpose for which such special notice was required and does not thereafter vote for or assent to action taken at the meeting with respect to such purpose.

7.Informal Action by Directors.  Any action required or permitted to be taken at a meeting of the Board of Directors or any committee designated by the Board of Directors may be taken without a meeting if a written consent (or counterparts thereof) that sets forth the action so taken is signed by all of the directors entitled to vote with respect to the action taken.  Such consent shall have the same force and effect as a unanimous vote of the directors or committee members and may be stated as such in any document.  Unless the consent specifies a different effective time or date, action taken under this Section 7 is effective at the time or date the last director signs a writing describing the action taken unless, before such time, any director has revoked the director’s consent by a writing signed by the director and received by the President or Secretary of the Company.

8.Quorum and Manner of Acting.  Except as otherwise provided by the Act or by these Bylaws, a majority of the number of directors in office at the time of any regular or special meeting of the Board of Directors shall constitute a quorum for the transaction of business at such meeting.  The act of a majority of the directors present at the meeting at which a quorum is present shall be the act of the Board of Directors.  In the absence of a quorum, a majority of the directors present may, without notice other than announcement at the meeting, adjourn the meeting from time to time until a quorum can be obtained.

9

9.Organization and Procedure.  The Board of Directors may elect a Chairman of the Board of Directors from among its members.  If the Board of Directors deems it necessary, it may elect a Vice Chairman of the Board of Directors from among its members to perform the duties of the Chairman of the Board of Directors in his absence and such other duties as the Board of Directors may assign.  The Chairman of the Board of Directors or, in his absence, the Vice Chairman of the Board of Directors, or in his absence, any director chosen by a majority of the directors present, shall act as chairperson of the meetings of the Board of Directors.  The Secretary, any Assistant Secretary, or any other person appointed by the chairperson shall act as Secretary of each meeting of the Board of Directors.

10.Resignation.  Any director of the Company may resign at any time by giving written notice to the Board of Directors or the Secretary of the Company at the Company’s principal office.  Such resignation shall take effect at the date of receipt of such notice unless the notice specifies a later effective date.  Unless otherwise specified in the notice of resignation, the Company’s acceptance of such resignation shall not be necessary to make it effective.

11.Removal.  Directors shall be removed in the manner provided by the Act. Any director may be removed by the shareholders, with or without cause, at a meeting called for that purpose. The notice of the meeting shall state the purpose or one of the purposes of the meeting is removal of the director. A director may be removed only if the number of votes cast in favor of removal exceeds the number of votes cast against removal.  A vacancy in the Board of Directors caused by any such removal may be filled by the shareholders at such meeting or, if such shareholders at such meeting shall fail to fill such vacancy, by a majority of the remaining directors at any time before the end of the unexpired term of the director removed.

12.Vacancies.  A vacancy occurring in the Board of Directors, other than a vacancy due to an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining members of the Board of Directors even if the remaining directors constitute less than a quorum, or by the affirmative vote of two directors if there are only two directors remaining, or by a sole remaining director, or by the shareholders.  Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office or by the shareholders.  A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

13.Dissenting Directors.  A director who is present at a meeting of the Board of Directors or any committee when corporate action is taken is deemed to have assented to the action taken unless:

(a)he objects at the beginning of such meeting, or promptly upon his later arrival, to the holding of the meeting or the transacting of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting;

(b)he contemporaneously requests that his dissent or abstention as to any specific action taken be entered in the minutes of such meeting; or

10

(c)he gives written notice of his dissent or abstention as to any specific action to the presiding officer of such meeting before its adjournment or to the Secretary of the Company promptly after adjournment of such meeting.

A director may dissent to a specific action at a meeting while assenting to others. The right of dissent as to a specific action in a meeting of the Board of Directors or a committee is not available to a director who votes in favor of such action.

14.Executive and Other Committees.  Except as otherwise required by the Act, the Board of Directors, by the vote of a majority of the number of directors then in office, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in the resolution and except as otherwise prescribed by the Act, shall have and may exercise the authority delegated to them by the Board of Directors by charter, resolution or otherwise. No committee shall:

(a)authorize dividends or other distributions;

(b)approve or propose to shareholders actions or proposals required by the Act to be approved by shareholders;

(c)fill vacancies on the Board of Directors or on any of its committees;

(d)amend the Articles of Incorporation;

(e)adopt, amend, or repeal these Bylaws;

(f)approve a plan of merger not requiring shareholder approval;

(g)authorize or approve the reacquisition of shares unless pursuant to a formula or method prescribed by the Board of Directors; or

(h)authorize or approve the issuance or sale of shares, or a contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares; except that the Board of Directors may authorize a committee or officer to do so within limits specifically prescribed by the Board of Directors. The committee shall then have full power within the limits set by the Board of Directors to adopt any final resolution setting forth all preferences, limitations, and relative rights of such class or series and to authorize an amendment of the Articles of Incorporation stating the preferences, limitations, and relative rights of a class or series for filing with the Secretary of State under the Act.

The provisions of these Bylaws governing meetings, action without a meeting of the Board of Directors, notice, waiver of notice, and quorum and voting requirements of the Board of Directors shall apply to committees and their members.  Each committee established by the Board of Directors shall prepare minutes of its meetings which shall be delivered to the Secretary of the Company for inclusion in the Company’s records.

Neither the designation of any such committee, the delegation of authority to such committee, nor any action by such committee pursuant to its authority shall alone constitute

11

compliance by any member of the Board of Directors or a member of the committee in question with the member’s responsibility to conform to the standard of care set forth in Article III, Section 17 of these Bylaws.

15.Compensation of Directors.  The Board of Directors shall determine and fix the compensation, if any, and the reimbursement of expenses which shall be allowed and paid to the directors.  Nothing herein contained shall be construed to preclude any director from serving the Company in any other capacity or any of its subsidiaries in any other capacity and receiving proper compensation therefor.

16.Meeting by Telecommunication.  One or more members of the Board of Directors or a committee may participate in a regular or special meeting of the Board of Directors or committee through the use of any means of communication by which all persons participating in the meeting can hear each other at the same time.  Such participation shall constitute presence in person at the meeting.

17.Standard of Care.  A director shall perform the director’s duties as a director, including, without limitation, the director’s duties as a member of any committee of the Board of Directors, in good faith, in a manner the director reasonably believes to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. In performing the director’s duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by the persons herein designated.  However, the director shall not be considered to be acting in good faith if the director has knowledge concerning the matter in question that would cause such reliance to be unwarranted.  A director shall not be liable to the Company or its shareholders for any action the director takes or omits to take as a director if, in connection with such action or omission, the director performs the director’s duties in compliance with this Section 17.

The designated persons on whom a director is entitled to rely are (i) one or more officers or employees of the Company whom the director reasonably believes to be reliable and competent in the matters presented, (ii) legal counsel, public accountant, or other person as to matters that the director reasonably believes to be within such person’s professional or expert competence, or (iii) a committee of the Board of Directors on which the director does not serve if the director reasonably believes the committee merits confidence.

ARTICLE IV

Officers and Agents

1.Appointment and Tenure.  The officers of the Company shall consist of a President, a Secretary and a Treasurer.  The Board of Directors may also designate and appoint such other officers (including a Chairman of the Board of Directors (sometimes herein called the “Chairman”) and a Chief Legal Officer), one or more Vice Presidents and assistant officers as may be deemed necessary.  The Board of Directors or an officer or officers so authorized shall appoint the Company’s officers at each annual meeting of the Board of Directors held after such annual meeting of the shareholders or at such other times as the Board of Directors or appointing

12

person or persons shall designate.  Each officer shall hold office until the first of the following occurs: the officer’s successor shall have been duly appointed and qualified, the officer’s death, the officer’s resignation, or the officer’s removal in the manner provided in Section 2.  Such officers at all times shall be subject to the supervision, direction and control of the Board of Directors.  Except as expressly prescribed by these Bylaws, the Board of Directors of the officer or officers authorized by the Board of Directors shall from time to time determine the procedure for the appointment of officers, their authority and duties, and their compensation, provided that the Board of Directors may change the authority, duties, and compensation of any officer who is not appointed by the Board of Directors.  Any two or more offices may be held by the same person.  Each officer shall be a natural person who is eighteen years of age or older.

2.Resignation, Removal and Vacancies.  Any officer or agent may resign at any time by giving written notice of resignation to the Board of Directors by delivery of such notice to the Secretary.  Such resignation shall take effect when the notice is received by the Company unless the notice specifies a later effective date, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.  The Board of Directors, or an officer or officers authorized by the Board of Directors, may remove any officer or agent at any time with or without cause.  Such removal does not affect the contract rights, if any, of the Company or of the person so removed.  The appointment of an officer or agent shall not in itself create contract rights.  If any office becomes vacant for any reason, the vacancy may be filled by, or as specifically authorized by, the Board of Directors.  An officer appointed to fill a vacancy shall serve for the unexpired term of such officer’s predecessor, or until such officer’s earlier death, resignation or removal.  If an officer resigns and the officer’s resignation is made effective at a later date, the Board of Directors, or officer or officers authorized by the Board of Directors, may permit the officer to remain in office until the effective date and may fill the pending vacancy before the effective date if the Board of Directors, or officer or officers authorized by the Board of Directors, provide that the successor shall not take office until the effective date.  In the alternative, the Board of Directors, or officer or officers authorized by the Board of Directors, may remove the officer at any time before the effective date and may fill the resulting vacancy.

3.Temporary Delegation of Duties.  In case of the absence of any officer, or his disability to perform his duties, or for any other reason deemed sufficient by the Board of Directors, the Board of Directors may delegate the powers and duties of such officer to any other officer or to any director temporarily, provided that a majority of the whole Board of Directors concur and that no such delegation shall result in giving to the same person conflicting duties.

4.Chairman of the Board of Directors.  The Chairman of the Board of Directors shall preside at meetings of the Board of Directors and of the shareholders, at which he is present, and shall perform such other duties as the Board of Directors may from time to time determine.

5.Chief Executive Officer.  The Chief Executive Officer (sometimes referred to herein as the “CEO”), if one is elected by the Board of Directors, shall perform all duties customarily delegated to the chief executive officer of a corporation and such other duties as may from time to time be assigned to him by the Board of Directors and these Bylaws.

13

6.President.  If there is no separate CEO, the President shall be the CEO of the Company; otherwise, the President shall be responsible to the CEO for the day-to-day operations of the Company.  The President shall have general and active management of the business of the Company; shall see that all orders and resolutions of the Board of Directors are carried into effect; and shall perform all duties as may from time to time be assigned by the Board of Directors or the CEO.

7.Vice Presidents.  The Vice Presidents, if any, shall perform such duties and possess such powers as from time to time may be assigned to them by the Board of Directors or the President.

8.Secretary.  The Secretary of the Company (sometimes referred to herein as the “Secretary”) shall have the duty and power to:

(a)assure that all notices are given in accordance with the provisions of these Bylaws and as required by law;

(b)prepare and maintain the minutes of the meetings of the shareholders, the Board of Directors and committees thereof, and other records and information required to be kept by the Company pursuant to the Act, including those records set forth in Article X of these Bylaws;

(c)authenticate records of the Company; and

(d)in general, perform all duties incident to the office of Secretary and such other duties as may, from time to time, be assigned to him by the Board of Directors or the President.

9.Treasurer.  The Treasurer shall have the duty and power to:

(a)have the charge and custody of, and be responsible for, all funds and securities of the Company and deposit all such funds in the name of the Company in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws or as directed by the Board of Directors;

(b)maintain books of account and records and exhibit such books of account and records to any of the directors of this Company at any reasonable time;

(c)render a statement of the condition of the finances of the Company as requested by the Board of Directors and, if called upon to do so, make a full financial report at the annual meeting of the shareholders;

(d)receive, and give receipts for, monies due and payable to the Company from any source whatsoever; and

(e)in general, perform all of the duties incident to the office of Treasurer and such other duties as may, from time to time, be assigned to him by the Board of Directors or the President.

14

10.Chief Legal Officer.  The Chief Legal Officer shall have the duty and power to:

(a)have general charge of all legal matters pertaining to the Company;

(b)attend meetings of the Board of Directors and its committees as appropriate;

(c)represent the Company, or designated counsel to represent the Company, in all legal proceedings;

(d)advise the Company, its Board of Directors, committees and officers on legal questions as may be required; and

(e)in general, perform such other duties and have such other powers as may be prescribed by the President or the Board of Directors.

11.Assistant Secretaries and Assistant Treasurers.  The Assistant Secretaries and Assistant Treasurers, if any, shall perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Board of Directors.  In the absence or at the request of the Secretary or the Treasurer, the Assistant Secretaries or Assistant Treasurers, respectively, shall perform the duties and exercise the powers of the Secretary or Treasurer, as the case may be.

12.Compensation.  The salaries and other compensation of the officers, if any, shall be fixed or authorized from time to time by the Board of Directors.  No officer shall be prevented from receiving such salary or other compensation by reason of the fact that he is also a director of the Company.

ARTICLE V

Directors’ Conflicts of Interest

1.Conflicting Interest Transaction.  The term “conflicting interest transaction” means any of the following:

(a)a loan or other assistance by the Company to a director of the Company or to an entity in which a director of the Company is a director or officer or has a financial interest;

(b)a guaranty by the Company of an obligation of a director of the Company or of an obligation of an entity in which a director of the Company is a director or officer or has a financial interest; or

(c)a contract or transaction between the Company and a director of the Company or between the Company and an entity in which a director of the Company is a director or officer or has a financial interest.

2.Effect of Conflict of Interest.  No conflicting interest transaction shall be void or voidable solely because the conflicting interest transaction involves a director of the Company or

15

an entity in which a director of the Company is a director or officer or has a financial interest or solely because the director is present at or participates in the meeting of the Board of Directors which authorizes, approves, or ratifies the conflicting interest transaction or solely because the director’s vote is counted for such purpose if:

(a)the material facts as to the director’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or

(b)the material facts as to the director’s relationship or interest and as to the conflicting interest transaction are disclosed, or are known to the shareholders entitled to vote thereon, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by vote of such shareholders; or

(c)the conflicting interest transaction is fair as to the Company as of the time it is authorized, approved, or ratified by the Board of Directors, a committee thereof, or the shareholders.

3.Notice to Shareholders.  The Board of Directors or a committee thereof shall not authorize a conflicting interest transaction consisting of a loan or guaranty pursuant to paragraph (a) of Section 1 above until at least ten days after written notice of the proposed authorization of the loan or guaranty has been given to the shareholders who would be entitled to vote thereon if the issue of the loan or guaranty were submitted to a vote of the shareholders.

4.Interested Directors.  Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes, approves, or ratifies the contract or transaction.

ARTICLE VI

Indemnification of Certain Persons

1.Authorized Indemnification.  For purposes of this Article VI, a “Proper Person” means any person (including the estate or personal representative of a director) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, by reason of the fact that the Proper Person is or was a director, officer, employee, fiduciary, or agent of the Company, or is or was serving at the request of the Company as a director, officer, partner, trustee, employee, fiduciary, or agent of any foreign or domestic profit or nonprofit corporation or of any partnership, joint venture, trust, profit or nonprofit unincorporated association, limited liability company, or other enterprise or employee benefit plan.

The Company shall indemnify any Proper Person against reasonably incurred expenses (including attorneys’ fees), judgments, penalties, fines (including any excise tax assessed with respect to an employee benefit plan), and amounts paid in settlement reasonably incurred by the

16

Proper Person in connection with such action, suit, or proceeding if it is determined by the groups set forth in Section 4 of this Article VI that the Proper Person conducted herself or himself in good faith and that the Proper Person reasonably believed (i) in the case of conduct in the Proper Person’s official capacity with the Company, that the Proper Person’s conduct was in the Company’s best interests, (ii) in all other cases (except criminal cases), that the Proper Person’s conduct was at least not opposed to the Company’s best interests, or (iii) in the case of any criminal proceeding, that the Proper Person had no reasonable cause to believe the Proper Person’s conduct was unlawful. Official capacity means, when used with respect to a director, the office of director and, when used with respect to any other Proper Person, the office in a corporation held by the officer or the employment, fiduciary, or agency relationship undertaken by the employee, fiduciary, or agent on behalf of the Company. Official capacity does not include service for any other domestic or foreign corporation or other person or employee benefit plan.

A director’s conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, or beneficiaries of, the plan is conduct that satisfies the requirement in clause (ii) of the preceding paragraph of this Section 1. A director’s conduct with respect to an employee benefit plan for a purpose that the director did not reasonably believe to be in the interests of the participants in, or beneficiaries of, the plan shall be deemed not to satisfy the requirement of this section that the director conduct herself or himself in good faith.

No indemnification shall be made under this Article VI to a Proper Person with respect to any claim, issue, or matter in connection with a proceeding by or in the right of the Company in which the Proper Person was adjudged liable to the Company or in connection with any proceeding charging that the Proper Person derived an improper personal benefit, whether or not involving action in an official capacity, in which the Proper Person was adjudged liable on the basis that the Proper Person derived an improper personal benefit. Further, indemnification under this section in connection with a proceeding brought by or in the right of the Company shall be limited to reasonable expenses, including attorneys’ fees, incurred in connection with the proceeding.

2.Mandatory Indemnification.  The Company shall indemnify any Proper Person who was wholly successful, on the merits or otherwise, in defense of any action, suit, or proceeding as to which the Proper Person was entitled to indemnification under Section l of this Article VI against expenses (including attorneys’ fees) reasonably incurred by the Proper Person in connection with the proceeding without the necessity of any action by the Company other than the determination in good faith that the defense has been wholly successful.

3.Effect of Termination of Action.  The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person seeking indemnification did not meet the standards of conduct described in Section 1 of this Article VI. Entry of a judgment by consent as part of a settlement shall not be deemed an adjudication of liability as described in Section 2 of this Article VI.

17

4.Groups Authorized to Make Indemnification Determination.  Except where there is a right to indemnification as set forth in Section 2 of this Article VI or where indemnification is ordered by a court in Section 5, any indemnification shall be made by the Company only as determined in the specific case by a proper group that indemnification of the Proper Person is permissible under the circumstances because the Proper Person has met the applicable standards of conduct set forth in Section 1 of this Article VI. This determination shall be made by the Board of Directors by a majority vote of those present at a meeting at which a quorum is present, which quorum shall consist of directors not parties to the proceeding (“Quorum”). If a Quorum cannot be obtained, the determination shall be made by a majority vote of a committee of the Board of Directors designated by the Board of Directors, which committee shall consist of two or more directors not parties to the proceeding except directors who are parties to the proceeding may participate in the designation of directors for the committee. If a Quorum of the Board of Directors cannot be obtained and the committee cannot be established, or even if a Quorum is obtained or the committee is designated and a majority of the directors constituting such Quorum or committee so directs, the determination shall be made by (i) independent legal counsel selected by a vote of the Board of Directors or the committee in the manner specified in this Section 4 or, if a Quorum of the full Board of Directors cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full Board of Directors (including directors who are parties to the action) or (ii) a vote of the shareholders.

Authorization of indemnification and advance of expenses shall be made in the same manner as the determination that indemnification or advance of expenses is permissible except, if the determination that indemnification or advance of expenses is permissible is made by independent legal counsel, authorization of indemnification and advance of expenses shall be made by the body that selected such counsel.

5.Court-Ordered Indemnification.  Any Proper Person may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction for mandatory indemnification under Section 2 of this Article VI, including indemnification for reasonable expenses incurred to obtain court–ordered indemnification. If a court determines that the Proper Person is entitled to indemnification under Section 2 of this Article VI, the court shall order indemnification, including the Proper Person’s reasonable expenses incurred to obtain court–ordered indemnification. If the court determines that such Proper Person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the Proper Person met the standards of conduct set forth in Section 1 of this Article VI or was adjudged liable in the proceeding, the court may order such indemnification as the court deems proper except, if the Proper Person has been adjudged liable, indemnification shall be limited to reasonable expenses incurred in connection with the proceeding and reasonable expenses incurred to obtain court–ordered indemnification.

6.Advance of Expenses.  Reasonable expenses (including attorneys’ fees) incurred in defending an action, suit, or proceeding as described in Section 1 may be paid by the Company to any Proper Person in advance of the final disposition of such action, suit, or proceeding upon receipt of (i) a written affirmation of such Proper Person’s good faith belief that the Proper Person has met the standards of conduct prescribed by Section 1 of this Article VI, (ii) a written undertaking, executed personally or on the Proper Person’s behalf, to repay such advances if it is ultimately determined that the Proper Person did not meet the prescribed

18

standards of conduct (the undertaking shall be an unlimited general obligation of the Proper Person but need not be secured and may be accepted without reference to financial ability to make repayment), and (iii) a determination made by the proper group (as described in Section 4 of this Article VI) that the facts as then known to the group would not preclude indemnification. Determination and authorization of payments shall be made in the same manner specified in Section 4 of this Article VI.

7.Additional Indemnification to Certain Persons Other Than Directors.  In addition to the indemnification provided to officers, employees, fiduciaries, or agents who are not directors of the Company under this Article VI, the Company may also indemnify and advance expenses to them to a greater extent than is provided in these Bylaws if not inconsistent with public policy and if provided for by general or specific action of its Board of Directors or shareholders or by contract.

8.Witness Expenses.  The sections of this Article VI do not limit the Company’s authority to pay or reimburse expenses incurred by a director in connection with an appearance as a witness in a proceeding at a time when the director has not been named as a defendant or respondent in the proceeding.

9.Other Remedies.  Except as limited by the Act, any indemnification provided herein shall be in addition to any other rights to which those indemnified may be entitled by the Act or pursuant to any agreement, vote of shareholders or otherwise, and shall be available to the heirs, personal representatives and successors of the person entitled to such indemnification.

10.Selection of Counsel.  Notwithstanding any other provision of this Article VI, the Company may condition the right to indemnification of a director, officer or employee on its right to select legal counsel representing such director, officer or employee on the terms of this Section 10.

The Company shall have the right to select counsel for any director, officer or employee in any legal action that may give rise to indemnification under this Article VI provided that: (i) the Company consults with the director, officer or employee seeking indemnification with respect to the selection of competent legal counsel; and (ii) the Company pays all reasonable fees and costs incurred by the attorney in defending the director, officer or employee (subject to the Company’s right to recover such fees and costs if it is determined at the conclusion of the action, suit or proceeding that there is no right of indemnification).

Notwithstanding any other provision of this Article VI, the Company shall not be responsible for indemnification of any director, officer or employee who declines to use counsel reasonably selected by the Company as provided in this Section 10.  Counsel shall be deemed to be reasonably selected by the Company if such counsel is a competent attorney who can independently represent the director, officer or employee consistent with the applicable ethical standards of the Code of Professional Responsibility.

11.Report to Shareholders.  Any indemnification of, or advance of expenses to, a director in accordance with this Article VI, if arising out of a proceeding by or on behalf of the Company, shall be reported in writing to the shareholders with or before the notice of the next

19

shareholders’ meeting. If the next shareholder action is taken without a meeting at the instigation of the Board of Directors, such notice shall be given to the shareholders at or before the time the first shareholder signs a writing consenting to such action.

12.Insurance.  The Company may purchase and maintain insurance, in such scope and amounts as the Company deems appropriate, on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the Company, or who, while a director, officer, employee, fiduciary, or agent of the Company, is or was serving at the request of the Company as a director, officer, partner, trustee, employee, fiduciary, or agent of any other foreign or domestic profit or nonprofit corporation or of any partnership, joint venture, trust, profit or nonprofit unincorporated association, limited liability company, other enterprise, or employee benefit plan, against any liability asserted against, or incurred by, such person in that capacity or arising out of such person’s status as such whether the Company would have the power to indemnify such person against such liability under the provisions of this Article VI or applicable law. Any such insurance may be procured from any insurance company designated by the Board of Directors, whether such insurance company is formed under the laws of Colorado or any other jurisdiction of the United States or elsewhere, including any insurance company in which the Company has an equity interest or any other interest, through stock ownership or otherwise.

ARTICLE VII

Execution of Instruments; Loans; Checks and Endorsements;
Deposits; Proxies

1.Execution of Instruments.  Except as otherwise provided by the Board of Directors, the Chairman, the President, any Vice President, the Treasurer, the Secretary, the Chief Legal Officer or any assistant officer shall have the power to execute and deliver on behalf of and in the name of the Company any instrument requiring the signature of an officer of the Company.  Unless authorized to do so by these Bylaws or by the Board of Directors, no agent or employee shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose or in any amount.

2.Borrowing.  No loan shall be contracted on behalf of the Company, and no evidence of indebtedness shall be issued, endorsed or accepted in its name, unless authorized by the Board of Directors or a committee designated by the Board of Directors so to act.  Such authority may be general or confined to specific instances.  When so authorized, an officer may (i) effect loans at any time for the Company from any bank or other entity and for such loans may execute and deliver promissory notes or other evidences of indebtedness of the Company; and (ii) mortgage, pledge or otherwise encumber any real or personal property, or any interest therein, owned or held by the Company as security for the payment of any loans or obligations of the Company, and to that end may execute and deliver for the Company such instruments as may be necessary or proper in connection with such transaction.

3.Attestation.  All signatures authorized by this Article may be attested, when appropriate or required, by any officer of the Company except the officer who signs on behalf of the Company.

20

4.Loans to Directors, Officers and Employees.  The Company may lend money to, guarantee the obligations of, and otherwise assist directors, officers and employees of the Company, or directors of another corporation of which the Company owns a majority of the voting stock, only upon compliance with the requirements of the Act.

5.Checks and Endorsements.  All checks, drafts or other orders for the payment of money, obligations, notes or other evidences of indebtedness issued in the name of the Company and other such instruments shall be signed or endorsed for the Company by such officers or agents of the Company as shall from time to time be determined by resolution of the Board of Directors, which resolution may provide for the use of facsimile signatures.

6.Deposits.  All funds of the Company not otherwise employed shall be deposited from time to time to the Company’s credit in such banks or other depositories as shall from time to time be determined by resolution of the Board of Directors, which resolution may specify the officers or agents of the Company who shall have the power, and the manner in which such power shall be exercised, to make such deposits and to endorse, assign and deliver for collection and deposit checks, drafts and other orders for the payment of money payable to the Company or its order.

7.Voting of Securities of Other Entities.  Unless otherwise provided by resolution of the Board of Directors, the Chairman, CEO, or the President, or any officer designated in writing by any of them, is authorized to attend in person, or may execute written instruments appointing a proxy or proxies to represent the Company at, all meetings of any corporation, partnership, limited liability company, association, joint venture, or other entity in which the Company holds any securities or other interests and may execute written waivers of notice with respect to any such meetings.  At all such meetings, any of the foregoing officers, in person or by proxy as aforesaid and subject to the instructions, if any, of the Board of Directors, may vote the securities or interests so held by the Company, may execute any other instruments with respect to such securities or interests, and may exercise any and all rights and powers incident to the ownership of said securities or interests.  Any of the foregoing officers may execute one or more written consents to action taken in lieu of a formal meeting of such corporation, partnership, limited liability company, association, joint venture, or other entity.

ARTICLE VIII

Shares of Stock

1.Certificates of Stock.  The issuance or sale of shares of stock by the Company, with or without certificates, shall be made only upon authorization by the Board of Directors.  The fact that the shares are not represented by certificates shall have no effect on the rights and obligations of the shareholders.  If the shares are represented by certificates, the stock certificates shall be in a form designated by the Board of Directors which complies with provisions of the Act.  They shall be numbered in the order of their issue and shall be signed by the President or the CEO and by the Secretary or the Treasurer.  Facsimile signatures may be used if the certificate is countersigned by a transfer agent.  A transfer agent may be an independent third party, the Company itself, or an employee of the Company.  The validity of any certificate for shares, otherwise valid, shall not be affected in the event that the delivery of such a certificate

21

occurs after an officer or agent whose signature appears therein is no longer an officer or agent.  The stock record books and the blank stock certificate books shall be kept by the Secretary or by any other officer or agent designated by the Board of Directors for that purpose.  Notice of any restrictions on the transfer of stock shall be printed or typed on each stock certificate issued by the Company.  If shares are not represented by certificates within a reasonable time following the issue or transfer of such shares, the Company shall send the shareholder a complete written statement of the information required to be provided to holders of uncertificated shares by the Act.

2.Consideration for Shares.  Certificated or uncertificated shares shall not be issued until the shares represented thereby are fully paid.  The Board of Directors may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the Company, including cash, promissory notes, services performed, or other securities of the Company.  Future services shall not constitute payment or partial payment for shares of the Company.  The promissory note of a subscriber or an affiliate of a subscriber shall not constitute payment or partial payment for shares of the Company unless the note is negotiable and is secured by collateral, other than the shares being purchased, having a fair market value at least equal to the principal amount of the note.  For purposes of this Section 2, “promissory note” means a negotiable instrument on which there is an obligation to pay independent of collateral and does not include a nonrecourse note.

3.Transfer of Stock.  Subject to any transfer restrictions set forth or referred to on the stock certificate or of which the Company otherwise has notice, shares of the Company shall be transferable on the books of the Company upon presentation to the Company or to the Company’s transfer agent of a stock certificate signed by, or accompanied by an executed assignment from, the holder of record thereof, his duly authorized legal representative, or other appropriate person as permitted by the Act.  The Company may require that any transfer of shares be accompanied by proper evidence reasonably satisfactory to the Company or to the Company’s transfer agent that such endorsement is genuine and effective.  Upon presentation of shares for transfer as provided above, the payment of all taxes, if any, therefor, and the satisfaction of any other requirement of law, including inquiry into and discharge of any adverse claims of which the Company has notice, the Company shall issue a new certificate to the person entitled thereto and cancel the old certificate.  Every transfer of stock shall be entered on the stock books of the Company to accurately reflect the record ownership of each share.  The Board of Directors also may make such additional rules and regulations as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the capital stock of the Company.

4.Restrictions on Transfer.  All shares of stock in the Company are transferable and any shareholder may sell, assign, or transfer his shares of stock, provided that no shareholder shall sell his shares in the Company without first offering such shares for sale to the other shareholders of record in accordance with any existing shareholder agreement.  Any such agreement shall be kept on file in the principal office of the Company and shall be available for inspection by any shareholder or any person desiring to purchase stock in the Company.

5.Holders of Record.  The Company shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize

22

any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as may be allowed by these Bylaws or required by the laws of Colorado.

6.Shares Held for the Account of a Specified Person or Persons.  The Board of Directors, in the manner provided by the Act, may adopt a procedure whereby a shareholder of the Company may certify in writing to the Company that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons.

7.Lost, Destroyed and Mutilated Certificates.  The holder of any stock of the Company shall notify the Company of any loss, destruction, or mutilation of the certificate therefor and the Secretary shall cause a new certificate or certificates to be issued to him upon the surrender of the mutilated certificate or, in case of loss or destruction of the certificate, upon such terms and conditions in conformity with law as the Board of Directors may prescribe. The Board of Directors may, in its discretion, require and affidavit of lost certificate and/or a bond in such form and amount (not exceeding double the value of the stock represented by such certificate) as it may determine before issuing a new certificate.

ARTICLE IX

Dividends and Other Distributions

Subject to the provisions of the Act, dividends and other distributions may be declared by the Board of Directors in such form, frequency and amounts as the condition of the affairs of the Company shall render advisable.

ARTICLE X

Corporate Records

1.Permanent Records.  The Company shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or the Board of Directors without a meeting, a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Company, and a record of all waivers of notices of meetings of shareholders and of the Board of Directors or any committee of the Board of Directors.

2.Records at Principal Office.  The Company shall comply with the provisions of the Act regarding maintenance of records and shall keep the following records at its principal office:

(a)its Articles of Incorporation;

(b)its Bylaws;

(c)the minutes of all shareholders’ meetings, and records of all action taken by shareholders without a meeting, for the past three years;

23

(d)all written communications within the past three years to shareholders as a group or to the holders of any class or series of shares as a group;

(e)a list of the names and business addresses of its current directors and officers;

(f)a copy of its most recent corporate report delivered to the Secretary of State pursuant to the Act; and

(g)all financial statements prepared for periods ending during the last three years that a shareholder could have requested pursuant to the Act.

3.Addresses of Shareholders.  Each shareholder shall furnish to the Secretary of the Company or the Company’s transfer agent an address to which notices from the Company, including notices of meetings, may be directed and if any shareholder shall fail so to designate such an address, it shall be sufficient for any such notice to be directed to such shareholder at such shareholder’s address last known to the Secretary or transfer agent.

4.Record of Shareholders.  The Secretary shall maintain, or shall cause to be maintained, a record of the names and addresses of the Company’s shareholders, in a form that permits preparation of a list of shareholders that is arranged by voting group and, within each voting group, by class or series of shares, that is alphabetical within each class or series, and that shows the address of, and the number of shares of each class or series held by, each shareholder.

5.Inspection of Corporate Records.  Shareholders shall have those rights to receive by mail or to inspect and copy such Company records, pursuant to such procedures, as provided in the Act.

6.Audits of Books and Accounts.  The Company’s books and accounts may be audited at such times and by such auditors as shall be specified and designated by resolution of the Board of Directors.

ARTICLE XI

Miscellaneous

1.Corporate Seal.  The corporate seal shall be in the form approved by resolution of the Board of Directors.  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.  The impression of the seal may be made and attested by either the Secretary or any Assistant Secretary for the authentication of contracts or other papers requiring the seal.

2.Fiscal Year.  The fiscal year of the Company shall be as established by the Board of Directors.

3.Emergency Bylaws and Actions.  Subject to repeal or change by action of the shareholders, the Board of Directors may adopt emergency bylaws and exercise other powers in accordance with and pursuant to the provisions of the Act.

24

4.Amendments.  The Board of Directors may amend, restate, or repeal the Bylaws or adopt new Bylaws by the affirmative vote of the number of directors constituting a majority of the full Board of Directors.  The shareholders also may amend, restate, or repeal the Bylaws or adopt new Bylaws.  The power of the Board of Directors to amend or repeal the Bylaws or to adopt new Bylaws may be limited by the Articles of Incorporation; by adoption of an amendment to the Articles of Incorporation, or by an amendment to the Bylaws adopted by the shareholders which reserves such authority in whole or in part to said shareholders with respect to a particular Bylaw.

5.Notice.  Notices, shareholder writings consenting to action, and other documents or writings shall be deemed to have been received by the Company when they are actually received: (i) at the registered office of the Company in Colorado; (ii) at the principal office of the Company (as that office is designated in the most recent document filed by the Company with the Secretary of State for Colorado designating a principal office) addressed to the attention of the Secretary of the Company; (iii) by the Secretary of the Company, wherever the Secretary may be found; or (iv) by any other person authorized from time to time by the Board of Directors or the President to receive such writings, wherever such person is found.

6.Gender.  The masculine gender is used in these Bylaws as a matter of convenience only and shall be interpreted to include the feminine gender as the circumstances indicate.

7.Definitions.  Terms not otherwise defined in these Bylaws shall have the meanings set forth in the Act.

8.Writings and Signatures.  The term “writing” or “written” may include electronic-mail messages or other electronic records as defined in the Uniform Electronic Transactions Act, C.R.S.A. § 24-71.3-102(7), but any such writing will not constitute written notice under these Bylaws and the Act unless delivered and received in accordance with these Bylaws and the Act.  For purposes of these Bylaws (including Section 8 of Article II and Section 7 of Article III of these Bylaws) and the Act, the term “signature” or “signed” shall mean:  (i)  manual signatures of the applicable person or such person’s authorized representative, which signatures may be delivered by facsimile or in portable document format, tagged image format or other electronic format, (ii) any electronic mail message or other writing in machine-readable format that includes the phrase “signed by [name]” or the notation “/s/ [name]” or words of similar import, or (iii) any electronic mail message or other writing that the Company determines evidences the intent of the applicable person to create a signature, and any document or instrument bearing such a signature shall be considered “signed”.  The decision of the Company to accept or reject any signature shall be final and determinative.

9.Conflicts.  In the event of any irreconcilable conflict between these Bylaws and either the Articles of Incorporation or the Act, the Articles of Incorporation shall control; provided that, if there is any irreconcilable conflict between the Articles of Incorporation and the Act, then the Act shall control.

These Bylaws have been approved and adopted by the Board of Directors on this 20th  day of September 2016 as the Bylaws of the Company, and shall be effective as of said date.

25

EX-3.20

Exhibit 3.20

Document must be filed electronically. Paper documents will not be accepted. Document processing fee Fees & forms/cover sheets are subject to change. To access other information or print copies of filed documents, visit www.sos.state.co.us and select Business Center.		Colorado Secretary of State
		Date and Time: 12/01/2010 05:43 PM
		ID Number: 20101653547
	$50.00	Document number: 20101653547
		Amount Paid: $50.00
		ABOVE SPACE FOR OFFICE USE ONLY

Articles of Organization

filed pursuant to § 7-80-203 and § 7-80-204 of the Colorado Revised Statutes (C.R.S.)

1.	The domestic entity name of the limited liability company is
		MC Holding Company LLC								.
		(The name of a limited liability company must contain the term or abbreviation “limited liability company”, “ltd. liability company”, “limited liability co.”, “ltd. liability co.”, “limited”, “l.l.c.”, “llc”, or “ltd.”. See §7-90-601, C.R.S.)
	(Caution: The use of certain terms or abbreviations are restricted by law. Read instructions for more information.)
2.	The principal office address of the limited liability company’s initial principal office is
	Street address	1225 17th Street
		(Street number and name)
		Suite 3200
		Denver		CO			80202
		(City)		(State)			(ZIP/Postal Code)
					United States
		(Province — if applicable)			(Country)
	Mailing address
	(leave blank if same as street address)	(Street number and name or Post Office Box information)
		(City)		(State)			(ZIP/Postal Code)
								.
		(Province — if applicable)			(Country)
3.	The registered agent name and registered agent address of the limited liability company’s initial registered agent are
	Name
	(if an individual)
		(Last)	(First)			(Middle)			(Suffix)
	OR
	(if an entity)	The Corporation Company
	(Caution: Do not provide both an individual and an entity name.)
	Street address	1675 Broadway
		(Street number and name)
		Suite 1200
		Denver		CO			80202
		(City)		(State)			(ZIP Code)

Rev. 02/28/2008

1

	Mailing address
	(leave blank if same as street address)	(Street number and name or Post Office Box information)
					CO						.
		(City)			(State)		(ZIP Code)
	(The following statement is adopted by marking the box.)
	x The person appointed as registered agent has consented to being so appointed.
4.	The true name and mailing address of the person forming the limited liability company are
	Name
	(if an individual)
		(Last)	(First)			(Middle)			(Suffix)
	OR
	(if an entity)	Molson Coors Brewing Company
	(Caution: Do not provide both an individual and an entity name.)
	Mailing address	1225 17th Street
		(Street number and name or Post Office Box information)
		Suite 3200
		Denver			CO		80202
		(City)			(State)		(ZIP/Postal Code)
						United States		.
		(Province — if applicable)				(Country)
	(If the following statement applies, adopt the statement by marking the box and include an attachment.)
	o The limited liability company has one or more additional persons forming the limited liability company and the name and mailing address of each such person are stated in an attachment.
5.	The management of the limited liability company is vested in
	(Mark the applicable box.)
	o one or more managers.
	OR
	x the members.
6.	(The following statement is adopted by marking the box.)
	x There is at least one member of the limited liability company.
7.	(If the following statement applies, adopt the statement by marking the box and include an attachment.)
	o This document contains additional information as provided by law.
8.	(Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.)
	(If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.)
	The delayed effective date and, if applicable, time of this document is/are									.
				(mm/dd/yyyy hour:minute am/pm)

2

Notice:

Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered.

9. The true name and mailing address of the individual causing the document to be delivered for filing are

	Beck	Meg
	(Last)	(First)			(Middle)			(Suffix)
	c/o Molson Coors Brewing Company
	(Street number and name or Post Office Box information)
	1225 17th St, #3200
	Denver		CO			80202
	(City)		(State)			(ZIP/Postal Code)
				United States			.
	(Province — if applicable)			(Country)
(If the following statement applies, adopt the statement by marking the box and include an attachment.)
o This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing.

Disclaimer:

This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s).

3

Document must be filed electronically. Paper documents will not be accepted. Document processing fee Fees & forms/cover sheets are subject to change. To access other information or print copies of filed documents, visit www.sos.state.co.us and select Business.		Colorado Secretary of State
		Date and Time: 04/22/2011 09:35 AM
		ID Number: 20101653547
	$50.00	Document number: 20111240931
		Amount Paid: $25.00
		ABOVE SPACE FOR OFFICE USE ONLY

Articles of Amendment

filed pursuant to §7-90-301, et seq. and §7-80-209 of the Colorado Revised Statutes (C.R.S.)

ID number:		20101653547
1.	Entity name:	MC Holding Company LLC
		(If changing the name of the limited liability company, indicate name BEFORE the name change)
2.	New Entity name:
	(if applicable)
3.	Use of Restricted Words (if any of these terms are contained in an entity name, true name of an entity, trade name or trademark stated in this document, mark the applicable box):	o “bank” or “trust” or any derivative thereof o “credit union” o “savings and loan” o “insurance”, “casualty”, “mutual”, or “surety”
4.	Other amendments, if any, are attached.
5.	If the limited liability company’s period of duration as amended is less than perpetual, state the date on which the period of duration expires:
		(mm/dd/yyyy)
	OR
	If the limited liability company’s period of duration as amended is perpetual, mark this box: x
6.	(Optional) Delayed effective date:
		(mm/dd/yyyy)

Notice:

Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered.

Rev. 5/01/2010

1

7. Name(s) and address(es) of the individual(s) causing the document to be delivered for filing:

	Beck	Meg
	(Last)	(First)			(Middle)		(Suffix)
	c/o Molson Coors Brewing Company
	(Street name and number or Post Office Box information)
	1225 17th St., Ste 3200
	Denver		CO			80202
	(City)		(State)			(Postal/Zip Code)
				United States
	(Province — if applicable)			(Country – if not US)
(The document need not state the true name and address of more than one individual. However, if you wish to state the name and address of any additional individuals causing the document to be delivered for filing, mark this box o and include an attachment stating the name and address of such individuals.)

Disclaimer:

This form, and any related instructions, are not intended to provide legal, business or tax advice, and are offered as a public service without representation or warranty. While this form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

2

MC HOLDING COMPANY LLC

ARTICLES OF AMENDMENT

The Articles of Organization of MC Holding Company LLC, a limited liability company formed under the laws of the State of Colorado on December 8, 2010, are hereby amended as follows:

ARTICLE 5 is amended to read as follows:

5.The management of the limited liability company is vested in one or more managers.

EX-3.21

Exhibit 3.21

MC HOLDING COMPANY LLC

2nd AMENDED AND RESTATED OPERATING AGREEMENT

This 2nd Amended and Restated Operating Agreement of MC Holding Company LLC, a Colorado limited liability company (the “Company”), is dated as of June 1, 2016, and entered into by the Member (as defined below).

WHEREAS, the Company was formed as a limited liability company under the Colorado Limited Liability Company Act (as defined below), pursuant to the Articles of Organization, as filed with the office of the Secretary of State of the State of Colorado; and

WHEREAS, the Member desires to amend and restate the Company’s Operating Agreement.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the sole member hereby agrees as follows:

ARTICLE I
Defined Terms

SECTION 1.01.  Definitions.  Unless the context otherwise requires, the terms defined in this Article I shall, for the purposes of this Agreement, have the meanings herein specified.

“Additional Member” shall have the meaning set forth in Section 3.01(b).

“Additional Membership Interests” shall mean any Membership Interests that are acquired after the initial capital contribution made by the Member.

“Adoption Agreement” shall have the meaning set forth in Section 5.02.

“Agreement” shall mean this 2nd Amended and Restated Operating Agreement of the Company as originally executed and as amended from time to time.

“Articles of Organization” shall mean the Articles of Organization of the Company filed with the Colorado Secretary of State on December 01, 2010 and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Colorado pursuant to the Colorado Act.

“Authorized Officers” shall have the meaning set forth in Section 4.04. “Board of Managers” shall have the meaning set forth in Section 4.01.

“Business Day” shall mean any day other than (a) a Saturday or Sunday and (b) any day on which banks located in New York City are authorized or required by applicable law to be closed for the conduct of regular banking business.

“Capital Account” means the capital account maintained for a Member in accordance with the provisions of Regulations section 1.704-1(b)(2)(iv).

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. “Colorado Act” means the Colorado Limited Liability Company Act, as amended from time to time.

“Covered Person” shall have the meaning set forth in Section 4.05(a). “Company” shall have the meaning set forth in the preamble hereof.

“Distributions” shall mean distributions of cash or other property made by the Company with

1

respect to the Membership Interests.

“ERISA” shall mean Employee Retirement Income Security Act of 1974, as amended from time to time.

“Indemnitee” shall have the meaning set forth in Section 4.05(c)(i).

“Member” means Molson Coors Brewing Company, a Delaware corporation.

“Manager” means a member of the Board of Managers.

“Members” means the Member and all Additional Members, if any, until such Member or Additional Members, as applicable, ceases to be a Member of the Company in accordance with the terms of this Agreement.

“Membership Interest” shall mean a unit of limited liability company interest in the Company.

“Percentage Interest” of any Member shall mean the quotient of the number of Membership Interests held by such Member divided by the total number of outstanding Membership Interests multiplied by 100, as set forth from time to time on Schedule A.

“Person” shall mean any individual, corporation, association, partnership (general or limited), joint venture, trust, estate, limited liability company or other legal entity or organization.

“Regulations” means the income tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Transfer” shall mean any sale, assignment, gift, conveyance, exchange or transfer (including by operation of law), except any mortgage, pledge, grant, hypothecation or other transfer as security or encumbrance.

SECTION 1.02.  Terms and Usage Generally.  All references herein to an “Article”, “Section” or “Schedule” shall refer to an Article or a Section of, or a Schedule to, this Agreement.  Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereto”, “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise stated or defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein shall mean such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent in writing and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.

ARTICLE II

General Matters

SECTION 2.01.  Formation.

(a)On December 1, 2010, the Member with its mailing address at 1801 California Street, Suite 4600, Denver, Colorado 80202, organized the Company as a Colorado limited liability

2

company by executing and delivering the Articles of Organization to the Secretary of State of the State of Colorado in accordance with and pursuant to the Colorado Act. The Company and the Member hereby forever discharge the organizer, and the organizer shall be indemnified by the Company and the Members, from and against any expense or liability actually incurred by the organizer by reason of having been the organizer of the Company.

(b)Each Authorized Officer of the Company designated by the Board of Managers pursuant to Section 4.04 is hereby authorized to execute, deliver and file, or cause the execution, delivery and filing of, all certificates, notices or other instruments (and any amendments and/or restatements thereof) required or permitted by the Colorado Act to be filed in the office of the Secretary of State of the State of Colorado and any other certificates, notices or other instruments (and any amendments or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

SECTION 2.02.  Name.  The name of the Company is “MC Holding Company LLC”. Without obtaining the consent of the Members, the Board of Managers may change the name of the Company from time to time in its sole discretion by taking such actions as are required by the Colorado Act.

SECTION 2.03.  Term.  The Company shall have perpetual existence and shall continue until dissolved in accordance with this Agreement.

SECTION 2.04.  Registered Agent and Registered Office.  The Company’s registered office address and the name of the registered agent at such address shall be as set forth in the Articles of Organization. Such registered agent and such registered office may be changed from time to time by the Board of Managers.

SECTION 2.05.  Principal Place of Business.  As of the date of this Agreement, the principal place of business of the Company is located at 1801 California Street, Suite 4600, Denver, Colorado 80202. The principal office may be changed from time to time by making an appropriate filing regarding such change of the address of the principal office with the Secretary of State of the State of Colorado pursuant to the Colorado Act. The Company may locate its places of business at any other place or places as the Board of Managers may from time to time deem advisable.

SECTION 2.06.  Purposes and Powers.

(a)The Company is formed for the objective and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any act or activity for which limited liability companies may be formed under the Colorado Act.

(b)Subject to all of the terms, covenants, conditions and limitations contained in this Agreement, the Company has full power and authority to do any and all acts and things necessary, appropriate, proper, advisable, desirable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Company, including, directly or through its ownership interest in other entities, to enter into, perform and carry out contracts of any kind, borrow money and provide guarantees in connection with a borrowing by or other transaction involving an entity in which the Company has a direct or indirect interest.

SECTION 2.07.  Books and Records.  At all times during the continuance of the Company, the Company shall maintain or cause to be maintained proper and complete books and records in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in the detail and completeness customary and usual for businesses of the type engaged in by the Company.

3

ARTICLE III
Members

SECTION 3.01.  Members.

(a)No Person shall be admitted as a Member and no Additional Membership Interests shall be issued by the Company except as expressly provided in this Agreement.

(b)A Person shall only be admitted as a Member (such Person, an “Additional Member”) if such Person is (i) Transferred any Membership Interests in accordance with Article VII or (ii) issued any Membership Interests in accordance with Section 5.02.

(c)The name and mailing address of each Member, its Percentage Interest and the number of Membership Interests held by such Member shall be listed on Schedule A. The Authorized Officers, or any of them, shall update Schedule A from time to time as necessary to accurately reflect changes in the Membership Interest and Percentage Interest of any Member to reflect the consummation of any action taken in accordance with this Agreement. Any update to Schedule A made to reflect an action taken in accordance with this Agreement shall not be deemed an amendment to this Agreement. Any reference in this Agreement to Schedule A shall be deemed to be a reference to Schedule A as updated and in effect from time to time. The Company shall provide the Members with update of Schedule A (including any subsequent updates thereto) within three Business Days of making such update.

SECTION 3.02.  Powers of Members.  The Members are not agents of the Company and shall not have the authority to transact any business in the Company’s name or bind the Company by virtue of their status as Members.

SECTION 3.03.  Membership Interests.

(a)The Membership Interests shall for all purposes be personal property in accordance with the Colorado Act. No holder of a Membership Interest or Member shall have any interest in specific Company assets, including any assets contributed to the Company by such Member as part of any capital contribution. Each Member waives any and all rights that it may have to maintain an action for partition of the Company’s property.

(b)Each Membership Interest shall have the same rights and privileges and shall rank equally and be identical in all respects as to all matters. Membership Interests may be divided into partial Membership Interests and shall constitute one class. Subject to the authority of the Board of Managers as set forth in this Agreement, each Membership Interest shall represent a right to Distributions, in each case, in accordance with this Agreement and the Colorado Act.

(c)All Membership Interests may be evidenced by certificates in accordance with the Colorado Act as determined and in such form approved by the Board of Managers.

SECTION 3.04.  Meetings of and Action by Members.

(a)The Members shall vote together as a single class on all matters on which they are specifically entitled to vote pursuant to this Agreement, and each Member shall be entitled to one vote for each Membership Interest held by such Member (and a partial vote for any partial Membership Interest).

(b)The Company shall provide written notice to all Members of any meeting at which a vote will be held at least three Business Days prior thereto, which notice shall specify the place, date and time of the meeting and the general nature of the business to be transacted.

(c)At any meeting of the Members, the presence, in person or by proxy, of Members holding a majority of the outstanding Membership Interests shall constitute a quorum. If a quorum is present, the affirmative vote of the Members holding a majority of the outstanding Membership Interests

4

present or represented at such meeting shall constitute an action of the Members, unless this Agreement specifically requires a higher threshold.

(d)Any action permitted or required to be taken by the Members may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by Members holding sufficient Membership Interests to take such action at a meeting at which all of the Members were present. Action taken under this Section 3.04(d) is effective when such Members have signed or authenticated the consent unless the consent specifies a different date. Within 10 Business Days of taking of action by Members without a meeting by less than unanimous written consent, the Company shall provide written notice of the taking of such action to those Members who have not consented in writing to the taking of such action, which notice shall describe the actions taken in reasonable detail.

(e)Members may participate in any meeting through the use of any means of conference telephones or similar communications equipment as long as all Members participating can hear one another. A Member so participating is deemed to be present in person at the meeting.

SECTION 3.05.  Liability of Members.  Except to the extent provided in the Colorado Act, none of the Members shall have any personal liability for the debts, obligations or liabilities of the Company.

ARTICLE IV
Governance

SECTION 4.01.  Board of Managers.  Management of the Company shall be vested in its board of managers (the “Board of Managers”) designated by the Members from time to time in accordance with Section 3.04. The Board of Managers shall consist of three persons, which number may be increased or decreased, by the Members. The Board of Managers shall have exclusive rights and responsibilities to direct the business of the Company, and shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein. The Board of Managers, designated by the Member, is as follows:

Mark R. Hunter

Mauricio Restrepo

Samuel D. Walker

SECTION 4.02.  Meetings of and Action by Board of Managers.

(a)Each Manager shall be entitled to one vote and may call meetings of the Board of Managers from time to time.

(b)The Managers calling a meeting shall provide written notice to all other Managers of such meeting at least three Business Days prior thereto, which notice shall specify the place, date and time of the meeting and the general nature of the business to be transacted.

(c)At any meeting of the Managers, the presence, in person or by proxy, of a majority of all Managers shall constitute a quorum. The affirmative vote of a majority of all Managers shall constitute an action of the Managers, unless this Agreement specifically requires a higher threshold.

(d)Any action permitted or required to be taken by the Board of Managers may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by a majority of all Managers. Action taken under this Section 4.02(d) is effective when such Managers have signed or authenticated the consent unless the consent specifies a different date.

5

(e)              Managers may participate in any meeting through the use of any means of conference telephones or similar communications equipment as long as all Managers participating can hear one another. A Manager so participating is deemed to be present in person at the meeting.

SECTION 4.03.  Liability of Managers.  Except to the extent provided in the Colorado Act, none of the Managers shall have any personal liability for the debts, obligations or liabilities of the Company.

SECTION 4.04.  Authorized Officers.  The Board of Managers may from time to time designate (and subsequently remove) individuals to act on behalf of the Company as “officers” or “agents” of the Company within the meaning of the Colorado Act to conduct the day-to-day management of the Company with such general or specific authority to act on behalf of the Company as the Board of Managers may specify. The officers of the Company authorized to conduct day to day management of the Company (the “Authorized Officers”) are as follows:

Mark R. Hunter	President and Chief Executive Officer
Mauricio Restrepo	Chief Financial Officer
Samuel D. Walker	Chief Legal Officer
Michael J. Rumley	Vice President, Treasurer
Mark Saks	Vice President, Tax
E. Lee Reichert	Secretary
Eric Gunning	Assistant Secretary
Naomi Baez Amos	Assistant Secretary

Each of the Authorized Officers is authorized and empowered to effect transactions for the Company, and each Authorized Officer has the full power to execute and deliver, for and on behalf of and in the name of the Company, any instrument requiring the signature of an officer of the Company.

SECTION 4.05.  Indemnification.

(a)           To the fullest extent permitted by applicable law, no Member, Manager or officer of the Company (collectively, the “Covered Persons”), shall have any fiduciary duty to the Company or the Members (or any other Person bound by this Agreement) by reason of this Agreement in its capacity as a Covered Person, except that a Covered Person shall be subject to the implied contractual covenant of good faith and fair dealing and the terms of this Agreement. Each Covered Person shall carry out such Person’s management duties, if any, in good faith and in a manner such Covered Person reasonably believes to be in or not opposed to the best interests of the Company. Each Covered Person shall devote such time to the business of the Company as such Covered Person, in such Covered Person’s sole discretion, deems necessary for the efficient carrying on of the Company’s business. Neither the Company nor any Member shall have any right, by virtue of this Agreement, to share or participate in any other investments or activities of the other Members.

(b)           A Covered Person shall not be liable to the Company or to any Member for any act or failure to act or for any errors of judgment, except for willful misconduct or gross negligence. The Company shall indemnify and hold harmless each Covered Person and such Covered Person’s agents and employees against and from any personal loss, liability or damage incurred as a result of any act or omission, or any error of judgment, unless such loss, liability or damage results from such Person’s willful misconduct or gross negligence. Any such indemnification shall be paid only from the assets of the Company, and no Member or third party shall have recourse against the personal assets of any Member for such indemnification. In establishing it met the applicable standard of care, a Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters which such Covered Person reasonably believes are within such Person’s professional or expert competence.

6

(c)  (i)      Each Covered Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was a Member, Manager or officer of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a Member, Manager, director, officer, employee or agent or in any other capacity while serving as a Member, Manager, director, officer, employee or agent, shall be indemnified and held harmless by the Company if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by such Indemnitee in connection therewith; provided, however, that except as provided in Section 4.05(e) with respect to proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Board of Managers. In addition, no Covered Person shall be entitled to be indemnified if any such expense, liability or loss was caused by a breach by such Person of the covenants and express obligations set forth in this Agreement.

(ii)     The Company shall indemnify any Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an Indemnitee, against expenses (including attorneys’ fees) actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such action or suit if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

(d)           The right to indemnification conferred in Sections 4.05(c) (i) and (ii) shall include the right to be paid by the Company the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition; provided, however, that an advancement of expenses incurred by an Indemnitee shall be made only upon delivery to the Company of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Section 4.05(d) or otherwise. Such undertaking shall be an unlimited, unsecured general obligation of an Indemnitee, and shall be accepted without reference to such Indemnitee’s ability to make repayment. The rights to indemnification and to the advancement of expenses conferred in Sections 4.05(c) (i) and (ii) and this Section 4.05(d) shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to fall within the definition of “Indemnitee” and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators. Any repeal or modification of any of the provisions of this Section 4.05 shall not adversely affect any right or protection of an Indemnitee existing at the time of such repeal or modification.

(e)           If a claim under Sections 4.05(c) (i) and (ii) or 4.05(d) is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20

7

calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall also be entitled to be paid the expenses of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall be entitled to recover such expenses upon a final adjudication that, the Indemnitee has not met the applicable standard for indemnification set forth in Sections 4.05(c) (i) and (ii) and 4.05(d). Neither the failure of the Company (including its Board of Managers, independent legal counsel, or its Members) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the standard of conduct for entitlement to indemnification, nor an actual determination by the Company (including its Board of Managers, independent legal counsel, or its Members) that the Indemnitee has not met the standard of conduct for entitlement to indemnification, shall create a presumption that the Indemnitee has not met such standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section 4.05 or otherwise shall be on the Company. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that a Covered Person or officer acted in such a manner as to make him or her ineligible for indemnification.

(f)            The rights to indemnification and to the advancement of expenses conferred in this Section 4.05 shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, this Agreement, any other agreement or otherwise. However, no Person shall be entitled to indemnification by the Company by virtue of the fact that such Person is actually indemnified by another entity, including an insurer.

(g)           The Company may maintain insurance, at its expense, to protect itself and any Member, Manager, officer, employee or agent of the Company or another limited liability company, corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under the Colorado Act.

(h)           The Company may, to the extent authorized from time to time by the Board of Managers, grant rights to indemnification and to the advancement of expenses to any person or entity not mandatorily entitled to indemnification under this Section 4.05 and grant rights to indemnification and to the advancement of expenses in addition to those granted in this Section 4.05 to any person or entity mandatorily entitled to indemnification under this Section 4.05.

ARTICLE V

Capital Contributions; New Issuances

SECTION 5.01.  Initial Capital Contributions.  The Member has made an initial capital contribution to the Company in exchange for the issuance by the Company of Membership Interests to the Member as set forth on Schedule A.

SECTION 5.02.  New Issuances of Equity Capital.  Subject to the terms of this Agreement, the Board of Managers may determine the form, timing and terms of any new issuance of equity capital (including Membership Interests) of the Company to any Person. Any such Person shall be required to become a party to this Agreement as a Member, and shall have all the rights and obligations of a Member hereunder, by executing an agreement to be bound by the terms and subject to the conditions of

8

this Agreement in such form that is satisfactory to the Board of Managers (an “Adoption Agreement”).

SECTION 5.03.  Return of Capital Contributions.  Capital contributions shall be expended in furtherance of the business of the Company. All costs and expenses of the Company shall be paid from its funds. No interest shall be paid on capital contributions. No Member shall have personal liability for the repayment of any capital contribution to another Member.

ARTICLE VI

Distributions; Withholding

SECTION 6.01.  Distributions.  Subject to the Colorado Act and other applicable law, the Board of Managers may declare Distributions to the Members in proportion to their respective Percentage Interest, at such times as the Board of Managers deems appropriate, in its sole discretion.

SECTION 6.02.  Withholding.  Notwithstanding anything in this Agreement to the contrary, the Company is authorized to take any and all actions that are necessary or appropriate to ensure that the Company satisfies any and all withholding and tax payment obligations under Sections 1441, 1442, 1445 or any other provision of the Code or other applicable law. Without limiting the generality of the foregoing, the Company may withhold any amount that it determines is required by law to be withheld from Distributions to any Member. Any such withheld amounts shall be timely paid over to the appropriate taxing authority. Each Member will timely provide any certification or file any agreement that is required by any taxing authority in order to avoid any withholding obligation that would otherwise be imposed on the Company, and shall indemnify the Company for any withholding tax liability imposed on the Company with respect to such Member, except for any penalties or interest resulting from the Company’s negligent failure to withhold or pay over amounts withheld.

ARTICLE VII

Transfer of Membership Interests

SECTION 7.01.  Transfer of Membership Interests Generally.  A Member may not, directly or indirectly, Transfer any Membership Interests held by such Member without the written consent of the Board of Managers. To the fullest extent permitted by applicable law, any purported Transfer of Membership Interests in breach of this Agreement shall be null and void, and neither the Company nor the Board of Managers shall recognize the same, whether for the purpose of making Distributions or otherwise. Any Member who Transfers or attempts to Transfer any Membership Interests except in compliance herewith shall be liable to, and shall indemnify and hold harmless, the Company and the other Members for all costs, expenses, damages and other liabilities resulting therefrom.

SECTION 7.02.  Effect of Permitted Transfer.  Any Transfer of a Membership Interest that complies with this Agreement shall be effective to assign the right to become a Member, and, without the need for any action or consent of any other Person, a transferee of such Membership Interest shall automatically be admitted as a Member upon execution of an Adoption Agreement. As a condition to the Company’s obligation to effect a Transfer permitted hereunder, any transferee of Membership Interests shall be required to become a party to this Agreement as a Member, and shall have all the rights and obligations of a Member hereunder, upon executing an Adoption Agreement.

SECTION 7.03.  Securities Law Matters.  Each Member understands that the Company has not registered the Membership Interests under any United States Federal or state securities or blue sky laws. No Member shall Transfer any Membership Interest at any time if such action would constitute a violation of any United States Federal or state securities or blue sky laws or a breach of the conditions to any exemption from registration of the Membership Interests under any such laws or a breach of any undertaking or agreement of a Member entered into pursuant to such laws or in connection with obtaining an exemption thereunder, and the Company shall not Transfer upon its books any Membership Interests unless prior thereto the Company has received, or the Members have waived, in writing the requirement that the Company receive, an opinion of counsel in form and substance reasonably

9

satisfactory to the Company that such transaction is in compliance with this Section 7.03. Any certificate representing a Membership Interest shall bear appropriate legends restricting the sale or other Transfer of such Membership Interest in accordance with applicable United States Federal or state securities or blue sky laws and in accordance with the provisions of this Agreement.

ARTICLE VIII Certain
Other Matters

SECTION 8.01.  Conversion of the Company to a Corporation.  Without the need for any action or consent of any Member, the Board of Managers shall have the right to authorize the conversion of the legal form of the Company to a corporation in accordance with the Colorado Act. In connection with any such conversion, the Members will be entitled to receive common stock of the Company in exchange for their Membership Interests in the same proportions as their respective Membership Interests immediately prior to such conversion. The Board of Managers and the Company intend any conversion of the Company to a corporation under the Colorado Act to qualify as a reorganization under Section 368(a)(1)(F) of the Code or as an organization under Section 351 of the Code, as determined by the Board of Managers. Neither the Company nor any Member shall take any position inconsistent with such characterization on any return or filing or otherwise with any taxing authority unless otherwise required by applicable law.

SECTION 8.02.  Dissolution.  The Company shall dissolve upon the first to occur of the following: (a) the approval of the Members then holding a majority of the outstanding Membership Interests to dissolve the Company; (b) at any time there are no Members unless the Company is continued without dissolution in accordance with the Colorado Act; and (c) the entry of a decree of dissolution under the Colorado Act. The Company shall terminate when its business and affairs are wound up and liquidated, including payment of or due provision for all debts, liabilities and obligations of the Company and payment of distributions to the Members in the manner provided for in Section 8.03.

SECTION 8.03.  Liquidation.

(a)           Following dissolution pursuant to Section 8.02, all the business and affairs of the Company shall be liquidated and wound up. The Board of Managers shall act as liquidating trustee and wind up the affairs of the Company pursuant to this Agreement.

(b)           The proceeds of the liquidation of the Company will be distributed (i) first, to creditors of the Company (including Members who are creditors), to the extent otherwise permitted by law in satisfaction of all the Company’s debts and liabilities (whether by payment or by making reasonable provision for payment thereof), and (ii) second, to each Member in accordance with their respective Percentage Interests or Capital Account balances, as determined by the Board of Managers.

SECTION 8.05.  Resignation.  Other than through a Transfer in accordance with this Agreement of all its Membership Interests, a Member may not resign from the Company.

SECTION 8.06.  Tax Matters.  If required by the Code, the Board of Managers from time to time shall appoint a person (who shall be a Member) to act as the “tax matters partner” pursuant to section 6231(a) of the Code. The Member is hereby designated as the initial tax matters partner for the Company. The tax matters partner is authorized to perform, on behalf of the Company or any Member, any act that may be necessary to make this designation effective.

ARTICLE IX
Miscellaneous

SECTION 9.01.  Notices.  All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or otherwise delivered by hand or by messenger addressed:

10

(a)if given to the Company, to the following address: MC Holding Company LLC

1801 California Street, Suite 4600

Denver, Colorado 80202

Attn: E. Lee Reichert, Secretary

(b)           if given to any Member, to the Person and at the address (and, if applicable, fax number) set forth opposite its name on Schedule A, or at such other address (and, if applicable, fax number) as such Member may hereafter designate by written notice to the Company.

All such notices shall be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered by confirmed facsimile, (ii) on the delivery date if delivered personally to the party to whom the same is directed, (iii) one Business Day after deposit with a commercial overnight carrier, with written verification of receipt, or (iv) five Business Days after the mailing date, whether or not actually received, if sent by U.S. mail, return receipt requested, postage and charges prepaid, or any other means of rapid mail delivery for which a receipt is available addressed to the receiving party as specified on the signature page of this Agreement. Changes of the Person to receive notices or the place of notification shall be effectuated pursuant to a notice given under this Section 9.01.

SECTION 9.02.  Failure to Pursue Remedies.  The failure of any party to seek redress for breach of, or to insist upon the strict performance of, any provision of this Agreement shall not prevent a subsequent act, which would have originally constituted a breach, from having the effect of an original breach.

SECTION 9.03.  Cumulative Remedies.  The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

SECTION 9.04.  Parties in Interest.  This Agreement shall be binding upon and inure to the benefit of all the parties hereto and their successors and permitted assigns, and their legal representatives. No Member may assign this Agreement or any of its rights, interests or obligations in connection with a Transfer of Membership Interests hereunder except to the extent such rights, interests and obligations relate to Membership Interests and the Transfer of such Membership Interests is provided for or contemplated herein. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Members, their respective permitted successors or assigns and the Managers any rights or remedies under or by reason of this Agreement.

SECTION 9.05.  Headings.  The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

SECTION 9.06.  Severability.  The invalidity or unenforceability of any particular provision of this Agreement shall not affect the validity or enforceability of the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

SECTION 9.07.  Counterparts.  This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All counterparts shall be construed together and shall constitute one instrument.

SECTION 9.08.  Entire Agreement.  This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

11

SECTION 9.09.  Governing Law.  This Agreement and the rights of the parties hereto shall be interpreted in accordance with the laws of the State of Colorado, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. In the event of a conflict between any provision of this Agreement and any non-mandatory provision of the Colorado Act, the provisions of this Agreement shall control and take precedence.

SECTION 9.10.  Confidentiality.  Each Member expressly acknowledges that such Member may receive confidential and proprietary information relating to the Company, including information relating to the Company’s financial condition and business plans, and that the disclosure of such confidential information to a third party would cause irreparable injury to the Company. Except with the prior written consent of the Company, no Member shall disclose any such information to a third party and each Member shall use reasonable efforts to preserve the confidentiality of such information. The obligations of a Member under this Section 9.10 shall survive the termination of this Agreement or cessation of a Member’s status as a Member for a period of five years. Notwithstanding the foregoing, a Member shall not be bound by the confidentiality obligations in this Section 9.10 with respect to any information that is currently or becomes: (a) required to be disclosed by such Member pursuant to applicable law, including federal or state securities laws, or a domestic national securities exchange rule (but, in each case, only to the extent of such requirement); (b) required to be disclosed in order to protect such Member’s interest in the Company or enforce such Member’s rights under this Agreement (but, in each case, only to the extent of such requirement and only after consultation with the Company); (c) publicly known or available in the absence of any improper or unlawful action on the part of such Member; or (d) known or available to such Member via legitimate means other than through or on behalf of the Company or the other Members.

SECTION 9.11.  Amendments.  This Agreement may be amended and provisions of this Agreement may be waived from time to time by an instrument in writing signed by the Members holding a majority of the outstanding Membership Interests.

(signature page follows)

12

IN WITNESS WHEREOF, the undersigned has executed this Agreement effective as of the date first stated above.

MEMBER:
MOLSON COORS BREWING COMPANY
By:	/s/ E. Lee Reichert
Name:	E. Lee Reichert
Title:	Deputy General Counsel and Secretary

SCHEDULE A

Member Name and Address	Initial Capital Contribution		Membership Interest	Percentage Interest
Molson Coors Brewing Company 1801 California Street, Suite 4600 Denver, Colorado 80202	$	10,000.00	100	100	%

EX-3.22

Exhibit 3.22

Document must be filed electronically. Paper documents are not accepted. Fees & forms are subject to change. For more information or to print copies of filed documents, visit www.sos.state.co.us.		Colorado Secretary of State
		Date and Time: 05/19/2016 10:32 AM
		ID Number: 20161344117
		Document number: 20161344117
		Amount Paid: $50.00
		ABOVE SPACE FOR OFFICE USE ONLY

Articles of Organization

filed pursuant to § 7-80-203 and § 7-80-204 of the Colorado Revised Statutes (C.R.S.)

1.	The domestic entity name of the limited liability company is
		MillerCoors Holdings LLC								.
		(The name of a limited liability company must contain the term or abbreviation “limited liability company”, “ltd. liability company”, “limited liability co.”, “ltd. liability co.”, “limited”, “l.l.c.”, “llc.”, or “ltd.”. See §7-90-601, C.R.S.)
	(Caution: The use of certain terms or abbreviations are restricted by law. Read instructions for more information.)
2.	The principal office address of the limited liability company’s initial principal office is
	Street address	1801 California Street, Suite 4600
		(Street number and name)
		Denver		CO			80202
		(City)		(State)			(ZIP/Postal Code)
					United States
		(Province — if applicable)			(Country)
	Mailing address
	(leave blank if same as street address)	(Street number and name or Post Office Box information)
		(City)		(State)			(ZIP/Postal Code)
								.
		(Province — if applicable)			(Country)
3.	The registered agent name and registered agent address of the limited liability company’s initial registered agent are
	Name
	(if an individual)	Reichert	E.			Lee
		(Last)	(First)			(Middle)			(Suffix)
	or
	(if an entity)
	(Caution: Do not provide both an individual and an entity name.)
	Street address	1801 California Street, Suite 4600
		(Street number and name)
		Denver		CO			80202
		(City)		(State)			(ZIP Code)

Rev. 12/01/2012

1

	Mailing address
	(leave blank if same as street address)	(Street number and name or Post Office Box information)
					CO						.
		(City)			(State)		(ZIP Code)
	(The following statement is adopted by marking the box.)
	x The person appointed as registered agent has consented to being so appointed.
4.	The true name and mailing address of the person forming the limited liability company are
	Name
	(if an individual)
		(Last)	(First)			(Middle)			(Suffix)
	or
	(if an entity)	Molson Coors Brewing Company
	(Caution: Do not provide both an individual and an entity name.)
	Mailing address	1801 California Street, Suite 4600
		(Street number and name or Post Office Box information)
		Denver			CO		80202
		(City)			(State)		(ZIP/Postal Code)
						United States.		.
		(Province — if applicable)				(Country)
	(If the following statement applies, adopt the statement by marking the box and include an attachment.)
	o The limited liability company has one or more additional persons forming the limited liability company and the name and mailing address of each such person are stated in an attachment.
5.	The management of the limited liability company is vested in
	(Mark the applicable box.)
	x one or more managers.
	or
	o the members.
6.	(The following statement is adopted by marking the box.)
	x There is at least one member of the limited liability company.
7.	(If the following statement applies, adopt the statement by marking the box and include an attachment.)
	o This document contains additional information as provided by law.
8.	(Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date.)
	(If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.)
	The delayed effective date and, if applicable, time of this document is/are									.
				(mm/dd/yyyy hour:minute am/pm)

Notice:

Causing this document to be delivered to the Secretary of State for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes.

2

This perjury notice applies to each individual who causes this document to be delivered to the Secretary of State, whether or not such individual is named in the document as one who has caused it to be delivered.

9. The true name and mailing address of the individual causing the document to be delivered for filing are

	Kirchner	Kathleen			M
	(Last)	(First)			(Middle)			(Suffix)
	1801 California Street. Suite 4600
	(Street number and name or Post Office Box information)
	Denver		CO			80202
	(City)		(State)			(ZIP/Postal Code)
				United States			.
	(Province — if applicable)			(Country)
(If the following statement applies, adopt the statement by marking the box and include an attachment.)
o This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing.

Disclaimer:

This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user’s legal, business or tax advisor(s).

3

EX-3.23

Exhibit 3.23

MILLERCOORS HOLDINGS LLC

OPERATING AGREEMENT

The undersigned the sole member of MillerCoors Holdings LLC, a Colorado limited liability company (the “Company”), hereby declares the following writing and any amendments thereto to be the operating agreement of the Company within the meaning of the Colorado Act (as defined below) effective as of May 19, 2016:

ARTICLE I

Defined Terms

SECTION 1.01. Definitions.  Unless the context otherwise requires, the terms defined in this Article I shall, for the purposes of this Agreement, have the meanings herein specified.

“Additional Member” shall have the meaning set forth in Section 3.01(b).

“Additional Membership Interests” shall mean any Membership Interests that are acquired after the initial capital contribution made by the Initial Member.

“Adoption Agreement” shall have the meaning set forth in Section 5.02.

“Agreement” shall mean this Operating Agreement of the Company as originally executed and as amended from time to time.

“Articles of Organization” shall mean the Articles of Organization of the Company filed with the Colorado Secretary of State on May 19, 2016 and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of the State of Colorado pursuant to the Colorado Act.

“Authorized Officers” shall have the meaning set forth in Section 4.04.

“Board of Managers” shall have the meaning set forth in Section 4.01.

“Business Day” shall mean any day other than (a) a Saturday or Sunday and (b) any day on which banks located in New York City are authorized or required by applicable law to be closed for the conduct of regular banking business.

“Capital Account” means the capital account maintained for a Member in accordance with the provisions of Regulations section 1.704-1(b)(2)(iv).

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“Colorado Act” means the Colorado Limited Liability Company Act, as amended from time to time.

“Covered Person” shall have the meaning set forth in Section 4.05(a).

“Company” shall have the meaning set forth in the preamble hereof.

“Distributions” shall mean distributions of cash or other property made by the Company with respect to the Membership Interests.

“ERISA” shall mean Employee Retirement Income Security Act of 1974, as amended from time to time.

“Indemnitee” shall have the meaning set forth in Section 4.05(c)(i).

1

“Initial Member” means Molson Coors Brewing Company, a Delaware corporation.

“Manager” means a member of the Board of Managers.

“Members” means the Initial Member and all Additional Members, if any, until such Initial Member or Additional Members, as applicable, ceases to be a Member of the Company in accordance with the terms of this Agreement.

“Membership Interest” shall mean a unit of limited liability company interest in the Company.

“Percentage Interest” of any Member shall mean the quotient of the number of Membership Interests held by such Member divided by the total number of outstanding Membership Interests multiplied by 100, as set forth from time to time on Schedule A.

“Person” shall mean any individual, corporation, association, partnership (general or limited), joint venture, trust, estate, limited liability company or other legal entity or organization.

“Regulations” means the income tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Transfer” shall mean any sale, assignment, gift, conveyance, exchange or transfer (including by operation of law), except any mortgage, pledge, grant, hypothecation or other transfer as security or encumbrance.

SECTION 1.02.Terms and Usage Generally.   All references herein to an “Article”, “Section” or “Schedule” shall refer to an Article or a Section of, or a Schedule to, this Agreement.   Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereto”, “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise stated or defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein shall mean such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent in writing and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns.

2

ARTICLE II

General Matters

SECTION 2.01.Formation.

(a)On May 19, 2016, the Initial Member with its mailing address at 1801 California Street, Suite 4600, Denver, Colorado 80202, organized the Company as a Colorado limited liability company by executing and delivering the Articles of Organization to the Secretary of State of the State of Colorado in accordance with and pursuant to the Colorado Act. The Company and the Initial Member hereby forever discharge the organizer, and the organizer shall be indemnified by the Company and the Members, from and against any expense or liability actually incurred by the organizer by reason of having been the organizer of the Company.

(b)Each Authorized Officer of the Company designated by the Board of Managers pursuant to Section 4.04 is hereby authorized to execute, deliver and file, or cause the execution, delivery and filing of, all certificates, notices or other instruments (and any amendments and/or restatements thereof) required or permitted by the Colorado Act to be filed in the office of the Secretary of State of the State of Colorado and any other certificates, notices or other instruments (and any amendments or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

SECTION 2.02.Name.   The name of the Company is “MillerCoors Holdings LLC”. Without obtaining the consent of the Members, the Board of Managers may change the name of the Company from time to time in its sole discretion by taking such actions as are required by the Colorado Act.

SECTION 2.03.Term.   The Company shall have perpetual existence and shall continue until dissolved in accordance with this Agreement.

SECTION 2.04.Registered Agent and Registered Office.   The Company’s initial registered office address and the name of the registered agent at such address shall be as set forth in the Articles of Organization. Such registered agent and such registered office may be changed from time to time by the Board of Managers.

SECTION 2.05.Principal Place of Business.   As of the date of this Agreement, the principal place of business of the Company is located at 1801 California Street, Suite 4600, Denver, Colorado 80202. The principal office may be changed from time to time by making an appropriate filing regarding such change of the address of the principal office with the Secretary of State of the State of Colorado pursuant to the Colorado Act. The Company may locate its places of business at any other place or places as the Board of Managers may from time to time deem advisable.

SECTION 2.06.Purposes and Powers.

(a)The Company is formed for the objective and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any act or activity for which limited liability companies may be formed under the Colorado Act.

(b)Subject to all of the terms, covenants, conditions and limitations contained in this Agreement, the Company has full power and authority to do any and all acts and things necessary, appropriate, proper, advisable, desirable, incidental to or convenient for the

3

furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Company, including, directly or through its ownership interest in other entities, to enter into, perform and carry out contracts of any kind, borrow money and provide guarantees in connection with a borrowing by or other transaction involving an entity in which the Company has a direct or indirect interest.

SECTION 2.07.Books and Records.   At all times during the continuance of the Company, the Company shall maintain or cause to be maintained proper and complete books and records in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in the detail and completeness customary and usual for businesses of the type engaged in by the Company.

ARTICLE III

Members

SECTION 3.01.Members.

(a)No Person shall be admitted as a Member and no Additional Membership Interests shall be issued by the Company except as expressly provided in this Agreement.

(b)A Person shall only be admitted as a Member (such Person, an “Additional Member”) if such Person is (i) Transferred any Membership Interests in accordance with Article VII or (ii) issued any Membership Interests in accordance with Section 5.02.

(c)The name and mailing address of each Member, its Percentage Interest and the number of Membership Interests held by such Member shall be listed on Schedule A.  The Authorized Officers, or any of them, shall update Schedule A from time to time as necessary to accurately reflect changes in the Membership Interest and Percentage Interest of any Member to reflect the consummation of any action taken in accordance with this Agreement. Any update to Schedule A made to reflect an action taken in accordance with this Agreement shall not be deemed an amendment to this Agreement. Any reference in this Agreement to Schedule A shall be deemed to be a reference to Schedule A as updated and in effect from time to time. The Company shall provide the Members with update of Schedule A (including any subsequent updates thereto) within three Business Days of making such update.

SECTION 3.02.Powers of Members.   The Members are not agents of the Company and shall not have the authority to transact any business in the Company’s name or bind the Company by virtue of their status as Members.

SECTION 3.03.Membership Interests.

(a)The Membership Interests shall for all purposes be personal property in accordance with the Colorado Act. No holder of a Membership Interest or Member shall have any interest in specific Company assets, including any assets contributed to the Company by such Member as part of any capital contribution. Each Member waives any and all rights that it may have to maintain an action for partition of the Company’s property.

(b)Each Membership Interest shall have the same rights and privileges and shall rank equally and be identical in all respects as to all matters. Membership Interests may be divided into partial Membership Interests and shall constitute one class. Subject to the authority of the

4

Board of Managers as set forth in this Agreement, each Membership Interest shall represent a right to Distributions, in each case, in accordance with this Agreement and the Colorado Act.

(c)All Membership Interests may be evidenced by certificates in accordance with the Colorado Act as determined and in such form approved by the Board of Managers.

SECTION 3.04.Meetings of and Action by Members.

(a)The Members shall vote together as a single class on all matters on which they are specifically entitled to vote pursuant to this Agreement, and each Member shall be entitled to one vote for each Membership Interest held by such Member (and a partial vote for any partial Membership Interest).

(b)The Company shall provide written notice to all Members of any meeting at which a vote will be held at least three Business Days prior thereto, which notice shall specify the place, date and time of the meeting and the general nature of the business to be transacted.

(c)At any meeting of the Members, the presence, in person or by proxy, of Members holding a majority of the outstanding Membership Interests shall constitute a quorum. If a quorum is present, the affirmative vote of the Members holding a majority of the outstanding Membership Interests present or represented at such meeting shall constitute an action of the Members, unless this Agreement specifically requires a higher threshold.

(d)Any action permitted or required to be taken by the Members may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by Members holding sufficient Membership Interests to take such action at a meeting at which all of the Members were present. Action taken under this Section 3.04(d) is effective when such Members have signed or authenticated the consent unless the consent specifies a different date. Within 10 Business Days of taking of action by Members without a meeting by less than unanimous written consent, the Company shall provide written notice of the taking of such action to those Members who have not consented in writing to the taking of such action, which notice shall describe the actions taken in reasonable detail.

(e)Members may participate in any meeting through the use of any means of conference  telephones  or  similar  communications  equipment  as  long  as  all  Members participating can hear one another. A Member so participating is deemed to be present in person at the meeting.

SECTION 3.05.Liability of Members.   Except to the extent provided in the Colorado Act, none of the Members shall have any personal liability for the debts, obligations or liabilities of the Company.

ARTICLE IV

Governance

SECTION 4.01. Board of Managers.   Management of the Company shall be vested in its board of managers (the “Board of Managers”) designated by the Members from time to time in accordance with Section 3.04. The Board of Managers shall consist of three persons, which number may be increased or decreased, by the Members.  The Board of Managers shall have exclusive rights and responsibilities to direct the business of the Company, and shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein. The initial Board of Managers, designated by the Initial Member, is as follows:

5

Mark R. Hunter

Mauricio Restrepo

Samuel D. Walker

SECTION 4.02.Meetings of and Action by Board of Managers.

(a)Each Manager shall be entitled to one vote and may call meetings of the Board of Managers from time to time.

(b)The Managers calling a meeting shall provide written notice to all other Managers of such meeting at least three Business Days prior thereto, which notice shall specify the place, date and time of the meeting and the general nature of the business to be transacted.

(c)At any meeting of the Managers, the presence, in person or by proxy, of a majority of all Managers shall constitute a quorum.  The affirmative vote of a majority of all Managers shall constitute an action of the Managers, unless this Agreement specifically requires a higher threshold.

(d)Any action permitted or required to be taken by the Board of Managers may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by a majority of all Managers. Action taken under this Section 4.02(d) is effective when such Managers have signed or authenticated the consent unless the consent specifies a different date.

(e)Managers may participate in any meeting through the use of any means of conference telephones  or similar communications  equipment  as  long  as  all  Managers participating can hear one another. A Manager so participating is deemed to be present in person at the meeting.

SECTION 4.03.Liability of Managers.   Except to the extent provided in the Colorado Act, none of the Managers shall have any personal liability for the debts, obligations or liabilities of the Company.

SECTION 4.04.Authorized Officers.   The Board of Managers may from time to time designate (and subsequently remove) individuals to act on behalf of the Company as “officers” or “agents” of the Company within the meaning of the Colorado Act to conduct the day-to-day management of the Company with such general or specific authority to act on behalf of the Company as the Board of Managers may specify. The initial officers of the Company authorized to conduct day to day management of the Company (the “Authorized Officers”) are as follows:

Mark R. Hunter	President and Chief Executive Officer
Mauricio Restrepo	Chief Financial Officer
Samuel D. Walker	Chief Legal Officer
Michael J. Rumley	Vice President, Treasurer
Mark Saks	Vice President, Tax
E. Lee Reichert	Secretary
Eric Gunning	Assistant Secretary
Naomi Baez Amos	Assistant Secretary
Kathleen Kirchner	Assistant Secretary

6

Each of the Authorized Officers is authorized and empowered to effect transactions for the Company, and each Authorized Officer has the full power to execute and deliver, for and on behalf of and in the name of the Company, any instrument requiring the signature of an officer of the Company.

SECTION 4.05.Indemnification.

(a)To the fullest extent permitted by applicable law, no Member, Manager or officer of the Company (collectively, the “Covered Persons”), shall have any fiduciary duty to the Company or the Members (or any other Person bound by this Agreement) by reason of this Agreement in its capacity as a Covered Person, except that a Covered Person shall be subject to the implied contractual covenant of good faith and fair dealing and the terms of this Agreement. Each Covered Person shall carry out such Person’s management duties, if any, in good faith and in a manner such Covered Person reasonably believes to be in or not opposed to the best interests of the Company. Each Covered Person shall devote such time to the business of the Company as such Covered Person, in such Covered Person’s sole discretion, deems necessary for the efficient carrying on of the Company’s business. Neither the Company nor any Member shall have any right, by virtue of this Agreement, to share or participate in any other investments or activities of the other Members.

(b)A Covered Person shall not be liable to the Company or to any Member for any act or failure to act or for any errors of judgment, except for willful misconduct or gross negligence.  The Company shall indemnify and hold harmless each Covered Person and such Covered Person’s agents and employees against and from any personal loss, liability or damage incurred as a result of any act or omission, or any error of judgment, unless such loss, liability or damage results from such Person’s willful misconduct or gross negligence.  Any such indemnification shall be paid only from the assets of the Company, and no Member or third party shall have recourse against the personal assets of any Member for such indemnification. In establishing it met the applicable standard of care, a Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters which such Covered Person reasonably believes are within such Person’s professional or expert competence.

(c) (i)Each Covered Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was a Member, Manager or officer of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a Member, Manager, director, officer, employee or agent or in any other capacity while serving as a Member, Manager, director, officer, employee or agent, shall be indemnified and held harmless by the Company if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by such Indemnitee in connection therewith;

7

provided, however, that except as provided in Section 4.05(e) with respect to proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee only if such proceeding (or part thereof) was authorized by the Board of Managers. In addition, no Covered Person shall be entitled to be indemnified if any such expense, liability or loss was caused by a breach by such Person of the covenants and express obligations set forth in this Agreement.

(ii)The Company shall indemnify any Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an Indemnitee, against expenses (including attorneys’ fees) actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such action or suit if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that no indemnification shall be made in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

(d)The right to indemnification conferred in Sections 4.05(c) (i) and (ii) shall include the right to be paid by the Company the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition; provided, however, that an advancement of expenses incurred by an Indemnitee shall be made only upon delivery to the Company of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Section 4.05(d) or otherwise.  Such undertaking shall be an unlimited, unsecured general obligation of an Indemnitee, and shall be accepted without reference to such Indemnitee’s ability to make repayment. The rights to indemnification and to the advancement of expenses conferred in Sections 4.05(c) (i) and (ii) and this Section 4.05(d) shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to fall within the definition of “Indemnitee” and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators. Any repeal or modification of any of the provisions of this Section 4.05 shall not adversely affect any right or protection of an Indemnitee existing at the time of such repeal or modification.

(e)If a claim under Sections 4.05(c) (i) and (ii) or 4.05(d) is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall also be entitled to be paid the expenses of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the Company shall

8

be entitled to recover such expenses upon a final adjudication that, the Indemnitee has not met the applicable standard for indemnification set forth in Sections 4.05(c) (i) and (ii) and 4.05(d). Neither the failure of the Company (including its Board of Managers, independent legal counsel, or its Members) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the standard of conduct for entitlement to indemnification, nor an actual determination by the Company (including its Board of Managers, independent legal counsel, or its Members) that the Indemnitee has not met the standard of conduct for entitlement to indemnification, shall create a presumption that the Indemnitee has not met such standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Company to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section 4.05 or otherwise shall be on the Company. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that a Covered Person or officer acted in such a manner as to make him or her ineligible for indemnification.

(f)The rights to indemnification and to the advancement of expenses conferred in this Section 4.05 shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, this Agreement, any other agreement or otherwise. However, no Person shall be entitled to indemnification by the Company by virtue of the fact that such Person is actually indemnified by another entity, including an insurer.

(g)The Company may maintain insurance, at its expense, to protect itself and any Member, Manager, officer, employee or agent of the Company or another limited liability company, corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under the Colorado Act.

(h)The Company may, to the extent authorized from time to time by the Board of Managers, grant rights to indemnification and to the advancement of expenses to any person or entity not mandatorily entitled to indemnification under this Section 4.05 and grant rights to indemnification and to the advancement of expenses in addition to those granted in this Section 4.05 to any person or entity mandatorily entitled to indemnification under this Section 4.05.

ARTICLE V

Capital Contributions; New Issuances

SECTION 5.01.Initial Capital Contributions.   The Initial Member has made an initial capital contribution to the Company in exchange for the issuance by the Company of Membership Interests to the Initial Member as set forth on Schedule A.

SECTION 5.02.New Issuances of Equity Capital.   Subject to the terms of this Agreement, the Board of Managers may determine the form, timing and terms of any new issuance of equity capital (including Membership Interests) of the Company to any Person. Any such Person shall be required to become a party to this Agreement as a Member, and shall have all the rights and obligations of a Member hereunder, by executing an agreement to be bound by

9

the terms and subject to the conditions of this Agreement in such form that is satisfactory to the Board of Managers (an “Adoption Agreement”).

SECTION 5.03.Return of Capital Contributions.   Capital contributions shall be expended in furtherance of the business of the Company.  All costs and expenses of the Company shall be paid from its funds. No interest shall be paid on capital contributions. No Member shall have personal liability for the repayment of any capital contribution to another Member.

ARTICLE VI

Distributions; Withholding

SECTION 6.01.Distributions.   Subject to the Colorado Act and other applicable law, the Board of Managers may declare Distributions to the Members in proportion to their respective Percentage Interest, at such times as the Board of Managers deems appropriate, in its sole discretion.

SECTION 6.02.Withholding.   Notwithstanding anything in this Agreement to the contrary, the Company is authorized to take any and all actions that are necessary or appropriate to ensure that the Company satisfies any and all withholding and tax payment obligations under Sections 1441, 1442, 1445 or any other provision of the Code or other applicable law. Without limiting the generality of the foregoing, the Company may withhold any amount that it determines is required by law to be withheld from Distributions to any Member. Any such withheld amounts shall be timely paid over to the appropriate taxing authority. Each Member will timely provide any certification or file any agreement that is required by any taxing authority in order to avoid any withholding obligation that would otherwise be imposed on the Company, and shall indemnify the Company for any withholding tax liability imposed on the Company with respect to such Member, except for any penalties or interest resulting from the Company’s negligent failure to withhold or pay over amounts withheld.

ARTICLE VII

Transfer of Membership Interests

SECTION 7.01.Transfer of Membership Interests Generally.   A Member may not, directly or indirectly, Transfer any Membership Interests held by such Member without the written consent of the Board of Managers. To the fullest extent permitted by applicable law, any purported Transfer of Membership Interests in breach of this Agreement shall be null and void, and neither the Company nor the Board of Managers shall recognize the same, whether for the purpose of making Distributions or otherwise.  Any Member who Transfers or attempts to Transfer any Membership Interests except in compliance herewith shall be liable to, and shall indemnify and hold harmless, the Company and the other Members for all costs, expenses, damages and other liabilities resulting therefrom.

SECTION 7.02.Effect of Permitted Transfer.   Any Transfer of a Membership Interest that complies with this Agreement shall be effective to assign the right to become a Member, and, without the need for any action or consent of any other Person, a transferee of such Membership Interest shall automatically be admitted as a Member upon execution of an Adoption Agreement. As a condition to the Company’s obligation to effect a Transfer permitted hereunder, any transferee of Membership Interests shall be required to become a party to this

10

Agreement as a Member, and shall have all the rights and obligations of a Member hereunder, upon executing an Adoption Agreement.

SECTION 7.03.Securities Law Matters.   Each Member understands that the Company has not registered the Membership Interests under any United States Federal or state securities or blue sky laws. No Member shall Transfer any Membership Interest at any time if such action would constitute a violation of any United States Federal or state securities or blue sky laws or a breach of the conditions to any exemption from registration of the Membership Interests under any such laws or a breach of any undertaking or agreement of a Member entered into pursuant to such laws or in connection with obtaining an exemption thereunder, and the Company shall not Transfer upon its books any Membership Interests unless prior thereto the Company has received, or the Members have waived, in writing the requirement that the Company receive, an opinion of counsel in form and substance reasonably satisfactory to the Company that such transaction is in compliance with this Section 7.03. Any certificate representing a Membership Interest shall bear appropriate legends restricting the sale or other Transfer of such Membership Interest in accordance with applicable United States Federal or state securities or blue sky laws and in accordance with the provisions of this Agreement.

ARTICLE VIII

Certain Other Matters

SECTION 8.01.Conversion of the Company to a Corporation.   Without the need for any action or consent of any Member, the Board of Managers shall have the right to authorize the conversion of the legal form of the Company to a corporation in accordance with the Colorado Act. In connection with any such conversion, the Members will be entitled to receive common stock of the Company in exchange for their Membership Interests in the same proportions as their respective Membership Interests immediately prior to such conversion. The Board of Managers and the Company intend any conversion of the Company to a corporation under the Colorado Act to qualify as a reorganization under Section 368(a)(1)(F) of the Code or as an organization under Section 351 of the Code, as determined by the Board of Managers. Neither the Company nor any Member shall take any position inconsistent with such characterization on any return or filing or otherwise with any taxing authority unless otherwise required by applicable law.

SECTION 8.02.Dissolution.   The Company shall dissolve upon the first to occur of the following: (a) the approval of the Members then holding a majority of the outstanding Membership Interests to dissolve the Company; (b) at any time there are no Members unless the Company is continued without dissolution in accordance with the Colorado Act; and (c) the entry of a decree of dissolution under the Colorado Act. The Company shall terminate when its business and affairs are wound up and liquidated, including payment of or due provision for all debts, liabilities and obligations of the Company and payment of distributions to the Members in the manner provided for in Section 8.03.

SECTION 8.03.Liquidation.

(a)Following dissolution pursuant to Section 8.02, all the business and affairs of the Company shall be liquidated and wound up. The Board of Managers shall act as liquidating trustee and wind up the affairs of the Company pursuant to this Agreement.

11

(b)The proceeds of the liquidation of the Company will be distributed (i) first, to creditors of the Company (including Members who are creditors), to the extent otherwise permitted by law in satisfaction of all the Company’s debts and liabilities (whether by payment or by making reasonable provision for payment thereof), and (ii) second, to each Member in accordance with their respective Percentage Interests or Capital Account balances, as determined by the Board of Managers.

SECTION 8.05.Resignation.   Other than through a Transfer in accordance with this Agreement of all its Membership Interests, a Member may not resign from the Company.

SECTION 8.06.Tax Matters.   If required by the Code, the Board of Managers from time to time shall appoint a person (who shall be a Member) to act as the “tax matters partner” pursuant to section 6231(a) of the Code. The Initial Member is hereby designated as the initial tax matters partner for the Company. The tax matters partner is authorized to perform, on behalf of the Company or any Member, any act that may be necessary to make this designation effective.

ARTICLE IX

Miscellaneous

SECTION 9.01.Notices.   All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by facsimile or otherwise delivered by hand or by messenger addressed:

(a)if given to the Company, to the following address:

MillerCoors Holdings LLC

1801 California Street, Suite 4600

Denver, Colorado 80202

Attn: E. Lee Reichert, Secretary

(b)if given to any Member, to the Person and at the address (and, if applicable, fax number) set forth opposite its name on Schedule A, or at such other address (and, if applicable, fax number) as such Member may hereafter designate by written notice to the Company.

All such notices shall be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered by confirmed facsimile, (ii) on the delivery date if delivered personally to the party to whom the same is directed, (iii) one Business Day after deposit with a commercial overnight carrier, with written verification of receipt, or (iv) five Business Days after the mailing date, whether or not actually received, if sent by U.S. mail, return receipt requested, postage and charges prepaid, or any other means of rapid mail delivery for which a receipt is available addressed to the receiving party as specified on the signature page of this Agreement. Changes of the Person to receive notices or the place of notification shall be effectuated pursuant to a notice given under this Section 9.01.

SECTION 9.02.Failure to Pursue Remedies.   The failure of any party to seek redress for breach of, or to insist upon the strict performance of, any provision of this Agreement shall not prevent a subsequent act, which would have originally constituted a breach, from having the effect of an original breach.

SECTION 9.03.Cumulative Remedies.   The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude

12

or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

SECTION 9.04.Parties in Interest.   This Agreement shall be binding upon and inure to the benefit of all the parties hereto and their successors and permitted assigns, and their legal representatives. No Member may assign this Agreement or any of its rights, interests or obligations in connection with a Transfer of Membership Interests hereunder except to the extent such rights, interests and obligations relate to Membership Interests and the Transfer of such Membership Interests is provided for or contemplated herein.  Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Members, their respective permitted successors or assigns and the Managers any rights or remedies under or by reason of this Agreement.

SECTION 9.05.Headings.   The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.

SECTION 9.06.Severability.   The invalidity or unenforceability of any particular provision of this Agreement shall not affect the validity or enforceability of the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

SECTION 9.07.Counterparts.   This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All counterparts shall be construed together and shall constitute one instrument.

SECTION 9.08.Entire Agreement.   This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

SECTION 9.09.Governing Law.   This Agreement and the rights of the parties hereto shall be interpreted in accordance with the laws of the State of Colorado, and all rights and remedies shall be governed by such laws without regard to principles of conflict of laws. In the event of a conflict between any provision of this Agreement and any non-mandatory provision of the Colorado Act, the provisions of this Agreement shall control and take precedence.

SECTION 9.10.Confidentiality.   Each Member expressly acknowledges that such Member may receive confidential and proprietary information relating to the Company, including information relating to the Company’s financial condition and business plans, and that the disclosure of such confidential information to a third party would cause irreparable injury to the Company. Except with the prior written consent of the Company, no Member shall disclose any such information to a third party and each Member shall use reasonable efforts to preserve the confidentiality of such information. The obligations of a Member under this Section 9.10 shall survive the termination of this Agreement or cessation of a Member’s status as a Member for a period of five years. Notwithstanding the foregoing, a Member shall not be bound by the confidentiality obligations in this Section 9.10 with respect to any information that is currently or becomes: (a) required to be disclosed by such Member pursuant to applicable law, including federal or state securities laws, or a domestic national securities exchange rule (but, in each case, only to the extent of such requirement); (b) required to be disclosed in order to protect such Member’s interest in the Company or enforce such Member’s rights under this Agreement (but,

13

in each case, only to the extent of such requirement and only after consultation with the Company); (c) publicly known or available in the absence of any improper or unlawful action on the part of such Member; or (d) known or available to such Member via legitimate means other than through or on behalf of the Company or the other Members.

SECTION 9.11.Amendments.   This Agreement may be amended and provisions of this Agreement may be waived from time to time by an instrument in writing signed by the Members holding a majority of the outstanding Membership Interests.

(signature page follows)

14

IN WITNESS WHEREOF, the undersigned has executed this Agreement effective as of the date first stated above.

			INITIAL MEMBER:
			MOLSON COORS BREWING COMPANY
			By:	/s/ E. Lee Reichert
			Name:	E. Lee Reichert
			Title:	Deputy General Counsel and Secretary
State of Colorado	)
	)	ss
County of Denver	)

On this 19th day of May, 2016, E. Lee Reichert, Deputy General Counsel and Secretary of Molson Coors Brewing Company, personally appeared before me, Kathleen M. Kirchner, a notary public in and for the County of Denver, State of Colorado and acknowledged that he executed this Operating Agreement for the purposes therein contained.

IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

KATHLEEN M.KIRCHNER	/s/ Kathleen M. Kirchner
NOTARY PUBLIC	Kathleen M. Kirchner
STATE OF COLORADO	Notary Public
My Commission Expires May 31, 2016	My Commission Expires: May 31, 2016

SCHEDULE A

Member Name and Address	Initial Capital Contribution		Membership Interest	Percentage Interest
Molson Coors Brewing Company 1801 California Street, Suite 4600 Denver, Colorado 80202	$	10,000.00	100	100	%

EX-3.24

Exhibit 3.24

Annex I

ARTICLES OF ORGANIZATION

OF

JACOB LEINENKUGEL BREWING CO., LLC

The limited liability company is organized under the provisions of the Wisconsin Limited Liability Company Act, Chapter 183 of the Wisconsin Statutes.

ARTICLE I

Name

The name of the limited liability company is Jacob Leinenkugel Brewing Co., LLC.

ARTICLE II

Registered Office and Agent

The street address of the initial registered office of the limited liability company is 3939 West Highland Boulevard, Milwaukee, WI 53208 and the name of the registered agent at such office is Michael T. Jones.

ARTICLE III

Management

Management of the limited liability company shall be vested in the members.

* * * * *

This document was drafted by:

Michael M. Grebe

Quarles & Brady LLP

411 East Wisconsin Avenue

Milwaukee, WI 53202-4497

Fee simple ownership interest x yes o No (for DFI use only)

CERTIFICATE OF CONVERSION

SUSAN LAPINSKI

QUARLES & BRADY LLP

411 EAST WISCONSIN AVENUE

MILWAUKEE, WI 53202-4497

· Enter your return address within the bracket above.

Phone number during the day: (414) 277 - 5189

INSTRUCTIONS (Cont’d) EFFECTIVE DATE:

4. Attach the Plan of Conversion as Exhibit A. If the Plan of Conversion declares a specific effective time or delayed effective time and date, such date may not be prior to the date the document is delivered to the department for filing, nor more than 90 days after delivery. The drafter may use the template Plan of Conversion provided in this form or may prepare the Plan by other means. Use of the template is optional.

5.   This article states that the Plan of Conversion was approved in accordance with the applicable law of the jurisdiction that governs the organization of the business entity prior to conversion.

6.   Provide the name of the business entity’s registered agent and the address of its registered office prior to conversion. If the business entity is a domestic limited partnership, also provide the address of its record office.

7.   Provide the name of the business entity’s registered agent and the address of its registered office after conversion. If the business entity after conversion will be a domestic limited partnership, also provide the address of its record office. NOTE: The address of the registered office must describe its physical location, i.e., street name and number, city (in Wisconsin) and ZIP code. P O Box addresses may be included as part of the address (if located in the same community), but are not sufficient alone. Compare the information supplied in Article 6 to see that it agrees with the information set forth in the articles of incorporation or similar governing document attached as Exhibit B.

8.   Enter the date of execution and the name and title of the person signing the document. The person executing the document will do so in their capacity as an officer, member, etc., of the business entity prior to its conversion. For example, an officer of the corporation would sign a Certificate of Conversion converting a corporation to a limited liability company.

4

EX-3.25

Exhibit 3.25

AMENDED AND RESTATED

OPERATING AGREEMENT

OF

JACOB LEINENKUGEL BREWING CO., LLC

Dated as of

July 1, 2008

TABLE OF CONTENTS

				Page
ARTICLE I			DEFINITIONS	1
	Act			1
	Agreement			1
	Cash from Operations			1
	Code			1
	Company			1
	Member			2
	Membership Interest			2
	Person			2
	Reserves			2
	Transfer			2
ARTICLE II			FORMATION; NAME; PURPOSES	2
	2.1	Formation		2
	2.2	Intent		2
	2.3	Name		2
	2.4	Purpose		2
	2.5	Powers		2
	2.6	Registered Agent and Registered Office		2
	2.7	Principal Place of Business		3
	2.8	Term		3
	2.9	Membership Interest		3
	2.10	Tax Classification		3
ARTICLE III			CAPITAL CONTRIBUTIONS AND LOANS	4
	3.1	Initial Capital Contribution		4
	3.2	Additional Capital Contributions		4
	3.3	No Interest Earned on Company Capital		4
	3.4	Advances from the Member		4
ARTICLE IV			DISTRIBUTIONS	4
	4.1	Distributions		4
	4.2	Limitations Upon Distributions		4
ARTICLE V			ADMISSION OF ADDITIONAL MEMBERS	5

ARTICLE VI			TRANSFER OF MEMBERSHIP INTEREST AND WITHDRAWAL OF MEMBER	5
	6.1	Certificate of Membership Interest		5
	6.2	Assignment and Transfer of Membership Interest		5
	6.3	Withdrawal		5
ARTICLE VII			MANAGEMENT	5
	7.1	Management		5
	7.2	Officers		6
	7.3	Liability and Indemnification		7
	7.4	Fiscal Year; Method of Accounting		8
ARTICLE VIII			LIABILITY OF MEMBER	8
ARTICLE IX			DISSOLUTION AND TERMINATION	8
	9.1	Events Causing Dissolution		8
	9.2	Procedure for Winding Up and Dissolution		8
	9.3	Filing of Articles of Dissolution		8
ARTICLE X			GENERAL PROVISIONS	9
	10.1	Notifications		9
	10.2	Assurances		9
	10.3	Complete Agreement		9
	10.4	Applicable Law		9
	10.5	Section Titles		9
	10.6	Binding Provisions		9
	10.7	Construction		9
	10.8	Separability of Provisions		10

AMENDED AND RESTATED

OPERATING AGREEMENT OF

JACOB LEINENKUGEL BREWING CO., LLC

THIS AMENDED AND RESTATED OPERATING AGREEMENT is made as of the 1st day of July, 2008 by and between MillerCoors LLC, a Delaware limited liability company, and Jacob Leinenkugel Brewing Co., LLC, a Wisconsin limited liability company.

R E C I T A L S:

A.            Effective June 30, 2008, the Company was converted from a corporation to a limited liability company pursuant to the Act; and

B.            On July 1, 2008, the Member acquired the sole membership interest from the previous member of the Company, resulting in the Member becoming the sole member of the Company.

C.            The parties are entering into this Agreement to set forth the provisions for the governance and operation of such limited liability company.

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

In addition to the other definitions contained in this Agreement, the following terms as used in this Agreement shall have the following meanings assigned to them:

Act. Chapter 183 of the Wisconsin Statutes, as amended from time to time.

Agreement. This Operating Agreement, as amended from time to time in accordance with its terms.

Cash from Operations. All cash receipts of the Company, minus all cash expenditures of the Company, including without limitation principal payments on indebtedness of the Company.

Code. The Internal Revenue Code of 1986, as amended, or any corresponding or succeeding law.

Company. The Wisconsin limited liability company organized pursuant to this Agreement and the Act.

Member. MillerCoors LLC, a Delaware limited liability company, or any succeeding owner of the Membership Interest as provided in Section 2.9 hereof.

Membership Interest. The equity ownership interest in the Company.

Person. Any natural person, general partnership, limited partnership, domestic or foreign limited liability company, joint venture, trust, business trust, cooperative, estate, association, corporation or any other legal or commercial entity, including without limitation, a foreign trust or any foreign business organization, and heirs, executors, administrators, legal representatives, successors and assigns of each Person where the context so permits.

Reserves. Reserves means amounts set aside by the Company as determined by the Member to pay for such known, contingent or unforeseen liabilities or obligations of the Company as may be necessary or appropriate for the protection of the Company.

Transfer. With respect to any interest in the Company, as a noun, any voluntary or involuntary assignment, sale or other transfer or disposition of such interest, including any pledge, or the granting of a security interest, lien or other encumbrance in or against, any interest in the Company, and as a verb, voluntarily or involuntarily to assign, sell or otherwise transfer or dispose of such interest.

ARTICLE II

FORMATION; NAME; PURPOSES

2.1          Formation. The Company was converted from a Wisconsin corporation to a Wisconsin limited liability company pursuant to the Act by the filing of a Certificate of Conversion, including Articles of Organization of the Company, with the Office of the Department of Financial Institutions of the State of Wisconsin. The Company and all equity ownership interests in the Company will be governed by this Agreement and, except as modified by this Agreement, by the Act.

2.2          Intent. The parties hereto intend that the Company, as an entity with a single owner, shall be disregarded as an entity separate from the Member for federal income tax purposes.

2.3          Name. The name of the Company shall be “Jacob Leinenkugel Brewing Co., LLC.”

2.4          Purpose. The purpose of the Company shall be to engage in any lawful business or activity permitted under the Act.

2.5          Powers. The Company shall have the same powers as an individual to do all things necessary and convenient to carry out its business, to the fullest extent provided by the Act.

2.6          Registered Agent and Registered Office. The registered agent of the Company in Wisconsin is Karen A. Ripley and the street address of its registered office is 3939 West

2

Highland Boulevard, Milwaukee, Wisconsin 53208. The registered agent of the Company and its registered office may be changed in accordance with the provisions of the Act.

2.7          Principal Place of Business. The Company’s principal place of business shall be located at 1 Jefferson Avenue, Chippewa Falls, Wisconsin 54729. The Company’s principal place of business may be changed from time to time by the Member.

2.8          Term. The term of the Company commenced on December 7, 1987 and shall be perpetual or until the Company is dissolved in accordance with Article IX of this Agreement.

2.9          Membership Interest. The equity ownership interest in the Company is designated as the “Membership Interest.” The Membership Interest is personal property and the owner of the Membership Interest has no claim to specific property of the Company. The Membership Interest is subject to the limitations on Transfer set forth in Sections 2.10(a), 6.2 and 6.3. Except as contemplated by Article V hereof, it is the intent of the Member and the Company that there be only one member of the Company at any time and that the Membership Interest be the only interest in the Company outstanding at any time. In the event of a Transfer of the Membership Interest permitted by Section 6.2 or Section 6.3 below, references in this Agreement to the Member will thereafter be deemed to refer to the succeeding owner of the Membership Interest.

2.10        Tax Classification. It is the Member’s express intention that, in accordance with Treasury Regulations Sections 301.7701-2 and 301.7701-3 and corresponding provisions of applicable state tax laws (and any successor provisions), the Company be disregarded as an entity separate from the Member for all income and franchise tax purposes. To that end:

(a)           The Member and the Company will take no action that would terminate the Company’s eligibility to be a disregarded entity (“Contrary Action”) (for example, any Issuance of Additional Interest (as defined below in Article V) or any Transfer of the Membership Interest that results in the Company having more than one Member, or any action that would cause the Company to become an association taxable as a corporation within the meaning of Treasury Regulations Section 301.7701-2(b)(2)) absent a written statement of consent by the Member to act in contravention of such intentions. Any Contrary Action taken by the Member or the Company that is not accompanied by a written statement of consent by the Member to proceed notwithstanding the conflict between the Contrary Action and the intentions expressed in this Section 2.10(a) shall be null and void, and of no force or effect whatsoever. The Company shall not record on its books any purported Issuance of Additional Interest or any purported Transfer of the Membership Interest that is a Contrary Action not permitted under this Agreement after taking into account the provisions of this Section 2.10(a), Article V, Section 6.2 and Section 6.3.

(b)           For any period that the Company is disregarded, all of the Company’s items of income, gain, deduction, loss and credit, will be included directly in the federal (and applicable state) income and franchise tax returns of the Member as if the Company were a branch or division of the Member.

3

ARTICLE III

CAPITAL CONTRIBUTIONS AND LOANS

3.1          Capital Contribution. On July 1, 2008, the Member acquired the sole membership interest in the Company, and as a result, the existing capital account of the prior member of the Company has become the capital account of the Member.

3.2          Additional Capital Contributions. The Member shall have the right, but not the obligation, to make additional capital contributions to the Company at such times and in such amounts as the Member may decide from time to time (“Additional Capital Contributions”). As the holder of the Membership Interest, the Member is the only Person that has the right to make Additional Capital Contributions, and that has the right to recover any Additional Capital Contributions. Any Additional Capital Contribution made by the Member will not be in exchange for additional membership interests in the Company or any other consideration issued by the Company.

3.3          No Interest Earned on Company Capital. No interest will be paid by the Company on the Initial Capital Contribution or any Additional Capital Contribution.

3.4          Advances from the Member. The Member shall have no obligation to make loans or advances to the Company, but may do so in its discretion on such terms and conditions as it deems appropriate. Any advance other than the Initial Capital Contribution or Additional Capital Contributions made by the Member or any other Person to the Company will not be deemed a capital contribution to, or be reflected on the balance of, any capital account of the Company. The amount of any such advance will instead create indebtedness owing by the Company to the Member or such other Person and, except as otherwise expressly provided in this Agreement, will be repaid as soon as practicable to the Member or such other Person. Any distribution relating to an advance other than the Initial Capital Contribution or Additional Capital Contributions made by the Member or any other Person to the Company will constitute a repayment of such advance, and any excess distribution will not create a deemed equity interest in the Company.

ARTICLE IV

DISTRIBUTIONS

4.1          Distributions. Except for distributions upon liquidation of the Company (which are governed by Section 9.2), Cash from Operations for each fiscal year of the Company, less Reserves, shall be distributed to the Member at such times as the Member shall determine.

4.2          Limitations Upon Distributions. No distribution shall be declared or made if, after giving effect to the distribution, the Company would be unable to pay its debts as they become due in the usual course of business or if the fair market value of the total assets of the Company would be less than the sum of all liabilities of the Company, excluding liabilities to the Member on account of its Initial Capital Contribution and Additional Capital Contributions.

4

ARTICLE V

ADMISSION OF ADDITIONAL MEMBERS

The Company may cause the Company to have more than one member by issuing a membership interest to a Person other than the Member (“Issuance of Additional Interest”) only if the Member executes a written statement of consent to the Issuance of Additional Interest stating that the Member consents to the Issuance of Additional Interest. In connection with any Issuance of Additional Interest in accordance with this Article V, this Agreement shall be superseded by an Operating Agreement approved by the Member and entered into by all members, including each additional member, and the Company. Any purported Issuance of Additional Interest effected other than in accordance with this Article V will be treated in accordance with Section 2.10(a).

ARTICLE VI

TRANSFER OF MEMBERSHIP INTEREST AND WITHDRAWAL OF MEMBER

6.1          Certificate of Membership Interest. The Membership Interest may be evidenced by a certificate in a form approved by the Member. Such certificate shall contain a restrictive legend prohibiting any transferability thereof without the express compliance with the terms and conditions of this Agreement, and may be amended from time to time.

6.2          Assignment and Transfer of Membership Interest. Absent a written statement of consent by the Member to Transfer the Membership Interest other than in accordance with this Section 6.2, the Member shall not Transfer the Membership Interest to any Person except in a Transfer of the entire Membership Interest to another corporation or other legal entity in a Transfer to which Section 381 of the Internal Revenue Code of 1986, as amended, is applicable, and pursuant to which (a) the transferee becomes or remains the sole owner of the Membership Interest and agrees to be bound by the terms and conditions of this Agreement, including the limitations on the Transfer of the Membership Interest set forth herein, and (b) there is a Transfer to the transferee of all rights of the Member in respect of any outstanding indebtedness owing by the Company to the Member. Any purported Transfer that is prohibited under this Section 6.2 will be treated in accordance with Section 2.10(a).

6.3          Withdrawal. The Member may withdraw or resign from the Company only in connection with a Transfer to a successor member that is the transferee of both the entire Membership Interest and any indebtedness owed to the Member in accordance with Section 2.10 and this Article VI regardless of any provision of the Act to the contrary.

ARTICLE VII

MANAGEMENT

7.1          Management. The Company is a member-managed limited liability company, and the Member shall manage the business and affairs of the Company in accordance with the provisions of this Agreement and the Act. The Member shall, to fullest extent permitted by the Act and notwithstanding the appointment of officers as provided herein, have full and complete

5

authority, power and discretion to direct, manage and control the business, affairs and properties of the Company, to make all decisions regarding such matters and to perform any and all acts and to engage in any and all activities necessary, customary or incident to the management of the Company’s business, affairs and properties. The Member may also appoint such officers of the Company as it deems necessary or desirable from time to time and may delegate authority to the officers as described herein.

7.2          Officers.

(a)           Appointment of Officers. Officers of the Company shall serve at the pleasure of the Member. The officers of the Company may include a President, one or more Vice Presidents, a Secretary and a Treasurer. At the discretion of the Member, the Company may also have other officers appointed in accordance with the provisions of this Section 7.2. Any number of offices may be held by the same person.

(b)           Removal; Resignation. Any officer may be removed, with or without cause, by the Member or by such other officer, if any, upon whom such power of removal may be conferred by the Member. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the time of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary to make it effective.

(c)           Vacancies. Any vacancy in any office because of death, resignation, removal, disqualification or other cause may be filled by the Member. The President may make temporary appointments to a vacant office (other than the President’s office) pending action by the Member.

(d)           President. The President shall be the principal executive officer and, subject to the control and direction of the Member, shall in general supervise and control all of the day-to-day business and affairs of the Company. The President shall have authority, subject to such rules as may be prescribed by the Member, to appoint such agents and employees of the Company as he or she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President and the Member. The President shall have authority to sign, execute and acknowledge, on behalf of the Company, all deeds, mortgages, bonds, contracts, leases and all other agreements, documents and instruments necessary or proper to be executed in the course of the Company’s regular business, or which shall be authorized by the Member.

(e)           Vice Presidents. In the absence of the President, or in the event of the President’s death, removal, inability or refusal to act, or in the event for any reason it shall be impracticable for the President to act personally, a Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Member, or in the absence of any designation, then in the order of their appointment) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions on the President. Any Vice President may sign certificates representing membership interests in the Company, if the issuance thereof shall have been authorized by the Member; and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the President or the Member. The execution of any agreement,

6

document or instrument of the Company by any Vice President shall be conclusive evidence, as to third parties, of the Vice President’s authority to act in the stead of the President.

(f)            Secretary. The Secretary shall: (i) keep (or cause to be kept) regular minutes of all meetings of the Member and all resolutions adopted by action of the Member in one or more books provided for that purpose; (ii) use his or her best efforts to ensure that all notices are duly given in accordance with the provisions of this Agreement or as required by law; (iii) be custodian of the records of the Company; and (iv) in general perform all duties incident to the office of Secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to him or her by the President or by the Member.

(g)           Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Company; (ii) receive and give receipts for moneys due and payable to the Company from any source whatsoever, and deposit all such moneys in the name of the Company in such banks, trust companies or other depositaries as shall be selected by the Company; and (iii) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to him or her by the President or by the Member.

(h)           Additional Officers. The Member may appoint such additional officers as, in its discretion, it may consider appropriate, each of whom shall hold office for such period and have such authority and perform such duties as are provided for in this Agreement or as the Member may from time to time determine.

7.3          Liability and Indemnification.

(a)           Neither the Member (nor any officer or director thereof), nor any officer of the Company, shall be liable, responsible, or accountable, in damages or otherwise, to the Company for any act performed by such Person within the scope of the authority conferred on the Person by or in accordance with this Agreement, except for fraud, negligence, intentional misconduct, or an intentional breach of this Agreement or any employment agreement.

(b)           The Member (and its officers and directors), and each officer of the Company shall be indemnified against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by such Person in connection with any action or inaction taken in good faith and believed by such Person to be in the best interest of the Company, and further provided that such action or inaction does not constitute fraud, negligence, intentional misconduct or intentional breach of this Agreement or any employment agreement. Company funds shall be advanced to such Person for legal expenses and other costs incurred by such Person as a result of any legal action for which indemnification by the Company is claimed by such Person if: (i) the legal action relates to the performance of duties or services on behalf of the Company and (ii) such Person undertakes to repay the advanced funds to the Company in cases in which it is found by any court of competent jurisdiction not to be entitled to indemnification pursuant to the provisions of this Agreement or the Act. Any indemnity under this Section 7.6(b) shall be paid from, and only to the extent of, the Company’s property, and the Member shall have no personal liability on account thereof.

7

7.4          Fiscal Year; Method of Accounting. The Company’s fiscal year for financial reporting purposes shall end on December 31 each year, which is the same fiscal year used by the Member. However, the Company’s tax year shall end on March 31 each year. Unless otherwise required by the Code, the method of accounting shall be the accrual method for both tax and financial reporting purposes.

ARTICLE VIII

LIABILITY OF MEMBER

The Member shall have no liability for the debts, obligations and liabilities of the Company except as expressly provided by the Act.

ARTICLE IX

DISSOLUTION AND TERMINATION

9.1          Events Causing Dissolution. Upon the occurrence of any one of the following events, the Company shall be immediately dissolved:

(a)           The affirmative determination of the Member to dissolve the Company;

(b)           The happening of any event which makes it unlawful for the Company’s business to be conducted; or

(c)           The entry of a decree of dissolution under Section 183.0902 of the Act.

9.2          Procedure for Winding Up and Dissolution. Upon the dissolution of the Company, the Member or any Person designated by the Member shall wind up the affairs of the Company and sell or otherwise dispose all of the Company’s property for cash to the extent practicable. The Member or any Person designated by the Member shall determine the time, manner and terms of any sale or sales of the Company’s property pursuant to such liquidation, giving due regard to the activities and condition of the relevant market and general, financial and economic conditions. Following the winding up of the Company, and subject to the right of the Member to set up such Reserves it may deem necessary for any known, contingent or unforeseen expenses, liabilities or obligations of the Company, the cash and other assets of the Company shall be applied first to the payment of all debts and liabilities of the Company, including any Member loans (which for such purpose shall be treated the same as all other Company liabilities) and to the payment of all expenses of liquidation, and the remainder shall be distributed to the Member. Any funds constituting Reserves shall be paid in accordance with the provisions of this Section 9.2 to the extent such funds remain after a reasonable passage of time as determined by the Member.

9.3          Filing of Articles of Dissolution. If the Company is dissolved, the Member shall promptly cause Articles of Dissolution to be executed and delivered for filing.

8

ARTICLE X

GENERAL PROVISIONS

10.1        Notifications. Any notice, demand, consent, election, offer, approval, request or other communication (collectively, a “notice”) required or permitted under this Agreement shall be in writing and either delivered personally, sent by certified or registered mail, postage prepaid, return receipt requested, or sent by recognized overnight delivery service. Each notice to the Member shall be addressed to the Member at the Member’s last known address on the records of the Company. A notice to the Company shall be addressed to the Company’s principal office. A notice delivered personally will be deemed given and received only when acknowledged in writing by the person to whom it is delivered. A notice sent by mail will be deemed given and received two (2) business days after it is mailed. A notice sent by recognized overnight delivery service will be deemed given and received when received or refused. Any party may designate, by notice to all of the others, substitute addresses or addressees for notices; and, thereafter, notices are to be directed to those substitute addresses or addressees.

10.2        Assurances. Each party hereto shall execute all such certificates and other documents and shall do all such filing, recording, publishing and other acts as the Member reasonably deems appropriate to comply with the requirements of law for the formation and operation of the Company and to comply with any laws, rules, and regulations relating to the acquisition, operation or holding of the property of the Company.

10.3        Complete Agreement. This Agreement constitutes the complete and exclusive statement of the agreement among the parties. It supersedes all prior written and oral statements, including any prior representation, statement, condition or warranty. Except as provided herein, this Agreement may not be amended without the written consent of all of the parties hereto.

10.4        Applicable Law. All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal law, not the law of conflicts, of the State of Wisconsin.

10.5        Section Titles. The headings herein are inserted as a matter of convenience only, and do not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof.

10.6        Binding Provisions. This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective heirs, executors, administrators, personal and legal representatives, successors, and permitted assigns.

10.7        Construction. Common nouns and pronouns shall be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the Person may in the context require. References to Sections herein include all subsections which are contained in the Section referred to. No provision of this Agreement shall be construed in favor of or against any party hereto by reason of the extent to which any such party or its counsel participated in the drafting thereof.

9

10.8        Separability of Provisions. Each provision of this Agreement shall be considered separable; and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.

[signatures appear on next page]

10

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

MEMBER:
MILLERCOORS LLC
By:	/s/ Gavin Hattersley
Name: Gavin Hattersley
Title: Treasurer
COMPANY:
JACOB LEINENKUGEL BREWING CO., LLC
By:		MILLERCOORS LLC, its sole member
		By:	/s/ Gavin Hattersley
		Name: Gavin Hattersley
		Title: Treasurer

11

EX-3.26

Exhibit 3.26

Request ID:	020850072	Province of Ontario	Date Report Produced:	2017/10/23
Transaction ID:	66004818	Ministry of Government Services	Time Report Produced:	11:37:06
Category ID:	(B)CC/E

Certified a true copy of the record on the Ontario Business

Information System with respect to this registration/declaration

under the Business Names Act/Limited Partnerships Act.

Registrar

Ministry of Government Services

Toronto, Ontario

BUSINESS NAMES REPORT

Business name registered under the Business Names Act	Business Identification Number
MOLSON CANADA 2005	150044873
	Business Type
	GENERAL PARTNERSHIP
Mailing Address	Address of Principal Place of Business in Ontario
33 CARLINGVIEW DRIVE	33 CARLINGVIEW DRIVE
TORONTO	TORONTO
ONTARIO	ONTARIO
CANADA, M9W 5E4	CANADA, M9W 5E4
Activity being carried out
PRODUCE, MARKET, SELL, DISTRIBUTE BEVERAGES
Registration Date	Expiry Date
2005/01/12	2020/01/09
Renewal Date	Amendment Date(s)
2014/11/14	2013/07/05 2013/03/11 2008/10/23
	2006/09/21 2005/08/26 2005/06/06
	2005/06/06
Last Document Filed	Cancellation Date
RENEWAL	NOT APPLICABLE
Last Document Filed Date
2014/11/14
More than 10 Partners: records at business address	Current Partnership Business Names Exist:
NO	YES
	Expired Partnership Business Names Exist:
	YES

1

Request ID:	020850072	Province of Ontario	Date Report Produced:	2017/10/23
Transaction ID:	66004818	Ministry of Government Services	Time Report Produced:	11:37:06
Category ID:	(B)CC/E

Certified a true copy of the record on the Ontario Business

Information System with respect to this registration/declaration

under the Business Names Act/Limited Partnerships Act.

Registrar

Ministry of Government Services

Toronto, Ontario

BUSINESS NAMES REPORT

Business name registered under the Business Names Act	Business Identification Number
MOLSON CANADA 2005	150044873
	Business Type
	GENERAL PARTNERSHIP
Registrant Information
Name (Individual/Corporation/Other)	Address
MOLSON INC.
	1555 NOTRE DAME STREET EAST
Corporate Number:  1516952
	MONTREAL
	QUEBEC
	CANADA, H2L 2R5
Type of Registrant
PARTNER
Name (Individual/Corporation/Other)	Address
MOLSON CANADA COMPANY
	1959 UPPER WATER STREET
Corporate Number:  1892258
	No. 1100
	HALIFAX
	NOVA SCOTIA
	CANADA, B3J 3N2
Type of Registrant
PARTNER

2

Request ID:	020850072	Province of Ontario	Date Report Produced:	2017/10/23
Transaction ID:	66004818	Ministry of Government Services	Time Report Produced:	11:37:06
Category ID:	(B)CC/E

Certified a true copy of the record on the Ontario Business

Information System with respect to this registration/declaration

under the Business Names Act/Limited Partnerships Act.

Registrar

Ministry of Government Services

Toronto, Ontario

BUSINESS NAMES REPORT

Business name registered under the Business Names Act	Business Identification Number
MOLSON CANADA 2005	150044873
	Business Type
	GENERAL PARTNERSHIP
Registrant Information
Name (Individual/Corporation/Other)	Address
MC ALBERTA LP	33 CARLINGVIEW DRIVE
	TORONTO
	ONTARIO
	CANADA, M9W 5E4
Type of Registrant
PARTNER
Person Authorizing the Registration
BALL,
LORI
A

This Report sets out the most recent information registered on or after April 1, 1994 and recorded in the Ontario Business Information System as of the last business day.

The issuance of this certified report in electronic form is authorized by the Ministry of Government Services.

3

EX-3.27

Exhibit 3.27

MOLSON CANADA 2005

REAMENDED AND RESTATED PARTNERSHIP AGREEMENT

MADE AS OF

August 29, 2017

TABLE OF CONTENTS

ARTICLE 1 - INTERPRETATION		2
1.01	Definitions	2
1.02	Headings	4
1.03	Extended Meanings	4
1.04	Statutory References	4
1.05	Currency	4
ARTICLE 2 - PARTNERSHIP		5
2.01	Acknowledgment	5
2.02	Partners	5
2.03	Name	5
2.04	Business	5
2.05	Scope of Partnership	6
2.06	Authority	6
2.07	Mutual Indemnification	6
2.08	Units and Subscription to Units	6
ARTICLE 3 - PLACE OF PARTNERSHIP BUSINESS		7
3.01	Location	7
3.02	Place of Business	7
3.03	Qualification	7
ARTICLE 4 - MANAGEMENT OF THE PARTNERSHIP		7
4.01	Management Committee	7
4.02	Responsibilities	7
4.03	Compensation	8
4.04	Chair	8
4.05	Officers	8
4.06	Quorum	8
4.07	Voting	8
4.08	Procedures	9
4.09	Unanimous Approval of Matters	9
4.10	Internal Governance	9
4.11	Resolution in Lieu of Meeting	9
4.12	No Personal Liability	9
4.13	Execution of Instruments	9
ARTICLE 5 - ACCOUNTING AND AUDITORS		10
5.01	Fiscal Period	10
5.02	Books and Records	10
5.03	Auditor	10
5.04	Financial Statements	10
5.05	Banking Matters	11
5.06	Regulatory Filings	11
5.07	Compliance with Laws	11

i

ARTICLE 6 - CAPITAL CONTRIBUTIONS AND INCOME AND LOSS DISTRIBUTIONS		11
6.01	Capital Contributions	11
6.02	Withdrawals of Capital	12
6.03	Additional Capital Contributions	12
6.04	Income Share	12
6.05	Loss Share	12
6.06	Taxable Income Share	12
6.07	Allowable Loss Share	12
6.08	Discretionary Deductions	13
6.09	Tax Returns	13
6.10	Cash Application	13
ARTICLE 7 - COVENANTS		13
7.01	Covenants	13
7.02	Partners Residents of Canada	14
ARTICLE 8 - DEALING WITH PARTNERSHIP INTERESTS		15
8.01	No Transfer	15
8.02	Sale to Affiliate	15
8.03	Effect of Transfer	15
ARTICLE 9 - TERMINATION AND DISSOLUTION		15
9.01	Dissolution	15
9.02	Distribution of Assets upon Dissolution	16
ARTICLE 10 - INSURANCE		16
10.01	Insurance	16
ARTICLE 11 - GENERAL		16
11.01	Further Assurances	16
11.02	Benefit of the Agreement	16
11.03	Entire Agreement	16
11.04	Amendments and Waivers	17
11.05	Severability	17
11.06	Notices	17
11.07	Governing Law	17
11.08	Attornment	17
11.09	Counterparts	18
11.10	Facsimiles	18

ii

MOLSON CANADA 2005

REAMENDED AND RESTATED PARTNERSHIP AGREEMENT

THIS AGREEMENT made as of August 29, 2017

BETWEEN

Molson Inc., a corporation existing under the laws of the Canada (“Molson”),

- and -

Molson Canada Company, an unlimited liability company existing under the laws of the Province of Nova Scotia (formerly known as 3230599 Nova Scotia Company and hereinafter “MCC599”),

- and -

MC Alberta LP, an Alberta Limited Partnership existing under the laws of the Province of Alberta, formerly known as MC UK Holdings LP (“MC Alberta”).

WHEREAS Molson Canada, Coors Canada (2005) Company (“Coors Canada”) and Molson Coors Canada Inc. entered into a general partnership for the purpose of brewing, marketing, selling and distributing beer and other malt-based beverages and related activities, including the licensing of others to carry on any portion of such business, upon, and subject to, the terms and conditions of an agreement made as of January 7, 2005 (the “Original Partnership Agreement”);

AND WHEREAS pursuant to the transactions completed in order to carry out the reorganization of the Canadian businesses of Molson and Coors Canada, the Partners of, and their respective interest in, the Partnership were changed and the Original Partnership Agreement was in connection therewith amended and restated on December 15, 2005 by the new Partners at such time, being Molson, Coors Canada, Carling O’Keefe Company and 3096423 Nova Scotia Company (“Markco”), to reflect such changes;

AND WHEREAS Coors Canada amalgamated with Markco on December 26, 2005;

AND WHEREAS the partnership interest of Carling O’Keefe Company in the Partnership was transferred on September 30, 2008 to Molson in connection with the winding-up of Carling O’Keefe Company into Molson Inc., resulting in  Molson and Markco being  the Partners of the Partnership, the Partnership Agreement being further amended and restated on such date to reflect such changes;

AND WHEREAS MCC599 acquired an interest in the Partnership on December 17, 2012 and Markco was wound up into Molson  on December 31, 2012 and subsequently dissolved;

AND WHEREAS on March 29, 2013 the Partnership issued 19,587,328 Units to MC Alberta in exchange for MC Alberta’s shares in 3230600 Nova Scotia Company;

AND WHEREAS on May 31, 2013 additional Partnership Units were issued to MCC599 in exchange for MCC599’s ownership interest in Molson Coors UK Holdings LLP;

AND WHEREAS on May 31, 2016, additional partnership units were subscribed for by and issued to each of the current Partners;

AND WHEREAS the current Partners wish to reamend and restate the Partnership Agreement to reflect their respective interests in the Partnership;

NOW THEREFORE, in consideration of the covenants and agreements herein contained, and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) the parties agree as follows:

ARTICLE 1 - INTERPRETATION

1.01Definitions

In this Agreement, unless something in the subject matter or context is inconsistent therewith:

“Affiliate” A Person is considered to be an “Affiliate” of another Person if one is a Subsidiary of the other, or if both are Subsidiaries of the same Person, or if each of them is Controlled by the same Person.

“Agreement” means this agreement, including its recitals, as amended from time to time.

“Annual Business Plan” means the annual business plan and budget of the Partnership in respect of a Fiscal Year including planned financing, borrowing, insurance and lease obligations.

“Auditors” means the auditors or accountants, if any, appointed pursuant to Section 5.03.

“Business Day” means a day other than a Saturday, Sunday or statutory holiday in Ontario.

“Capital Contribution” of a Partner means the total amount of money or the fair market value (as determined by the Management Committee) of the property paid or agreed to be paid to the Partnership by such Partner as a contribution to the capital of the Partnership.

“Chair” means the individual appointed pursuant to Section 4.04.

“Control” (including, with the correlative meaning, the term “Controlled by”), with respect to any Person, means beneficially owning directly or indirectly, other than by way of security only, or exercising control or direction over (i) securities of such Person to which are attached more than 50% of the votes that may be cast to elect directors or other like managers of such Person,

2

or (ii) where a Person has more than one class of securities outstanding, more than 50% of that class of securities which has the right to elect a majority of such directors or managers; the Person who Controls a Person (a “Controlled Person”) shall be deemed to Control each Person Controlled by such Controlled Person, and so on.

“Equity Share” of a Partner at a particular time is the proportion of the number of Units held by such Partner based on the total number of outstanding Units at that time.

“Fiscal Year” means a fiscal period of the Partnership, provided that in the event that the Partnership is dissolved or terminated, a Fiscal Year shall be deemed to end immediately prior to such dissolution or termination.

“Former Partner” means a Person who was a Partner and who has ceased to be a Partner for any reason.

“Income” or “Loss” of the Partnership for a period, unless otherwise determined by the Management Committee, means consolidated net income or loss of the Partnership and its Subsidiaries including extraordinary and unusual items, determined for that period in accordance with generally accepted accounting principles consistently applied.

“Management Committee” means the management committee constituted pursuant to Section 4.01 hereof.

“Partner Capital” in respect of a Partner, at any time, means the aggregate amount of the Capital Contributions of such Partner up to that time reduced by the aggregate amount of any capital withdrawn by such Partner pursuant to Section 6.02 up to that time.

“Partners” means Molson, MCC599 and MC Alberta, their respective successors and permitted assigns and Persons who are from time to time admitted to the Partnership in accordance with this Agreement and who have not become Former Partners and, for purposes of Article 6 hereof, includes Persons who were Partners during the Fiscal Year of the Partnership.

“Partnership” means the general partnership constituted by the Original Partnership Agreement continued by the amended and restated Partnership Agreements dated December 15, 2005 and September 30, 2008, February 6, 2013, June 1, 2013, and May 31, 2016, and further continued by this Agreement.

“Partnership Business” means the business of producing, marketing, selling and distributing beverages, and related activities, including the licencing of others to carry on any portion of such business, the borrowing of funds to support the operation of the business, whether pursuant to credit facilities, debt offerings or otherwise, and the entering into guarantees of credit facilities, debt offerings and other financing arrangements of affiliates entered into, in part, for the purpose of supporting, directly or indirectly, the operation of the business, or such other business agreed by the Partners from time to time.

“Partnerships Act” means the Partnerships Act (Ontario), R.S.O. 1990, c. P.5.

“Person” means any individual, partnership, limited partnership, limited liability company, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital,

3

unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental body or any other entity however designated or constituted.

“Representatives” means the Persons who are appointed from time to time pursuant to Section 4.01.

“Subsidiary” a Person is considered to be a “Subsidiary” of another Person if (a) it is Controlled by (i) that other, or (ii) that other and one or more Persons, each of which is Controlled by that other, or, (iii) two or more Persons, each of which is Controlled by that other, or (b) it is a Subsidiary of a Person that is the other’s Subsidiary.

“Tax Act” means the Income Tax Act (Canada) and where the context reasonably requires also includes any similar provincial statute governing the taxation of income.

“Taxable Income” or “Allowable Loss” of the Partnership for any Fiscal Year means the income or loss of the Partnership, respectively, determined in accordance with the provisions of the Tax Act as if the Partnership were a separate taxpayer for such purposes and in accordance with discretionary deductions determined pursuant to Section 6.08 hereof.

“Undivided Partnership Interest” has the meaning set out in Section 2.02 hereof.

“Units” means a unit of interest in the Partnership as described in Section 2.08 herein.

1.02Headings

The division of this Agreement into Articles and Sections and the insertion of a table of contents and headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement.  The terms “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof.  Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.

1.03Extended Meanings

In this Agreement words importing the singular number only include the plural and vice versa, words importing any gender include all genders.  The term “including” means “including without limiting the generality of the foregoing”.

1.04Statutory References

In this Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute is to that statute as now enacted or as the same may from time to time be amended, re-enacted or replaced and includes any regulations made thereunder.

1.05Currency

All references to currency herein are to lawful money of Canada.

4

ARTICLE 2 - PARTNERSHIP

2.01Acknowledgment

The Partners continue the partnership originally constituted by the Original Partnership Agreement and subsequently continued by the amended and restated Partnership Agreements dated December 15, 2005, September 30, 2008, February 6, 2013 and June 1, 2013 and acknowledge that they are a general partnership for the purpose of carrying on the Partnership Business.  To the extent not otherwise provided for herein, the Partnership will be governed by the provisions of the Partnerships Act.

2.02Partners

The names and addresses of the Partners, including any changes thereto, will be entered and at all times maintained in the records of the Partnership. For greater certainty, the names and addresses of all of the Partners as of the date of this Agreement are as set out at Schedule A.

If at any time Units are held by more than one Person as an undivided interest in the Partnership as between such Persons (an “Undivided Partnership Interest”), such Persons shall together be considered to be a Partner for purposes of this Agreement, and shall be identified as such in the records of the Partnership, and shall act unanimously in exercising rights as a Partner hereunder.  Such Persons shall be jointly and severally responsible for the obligations under this Agreement in holding their Undivided Partnership Interest.  Any allocations, distributions or other entitlements to which holders of an Undivided Partnership Interest are entitled shall be allocated or distributed, as the case may be, to such Persons in the proportions indicated in this Agreement or in writing to the Management Committee by such Persons from time to time and in the absence of such writing, to such Persons jointly as their interests may appear.  For greater certainty, a Person may have an interest in an Undivided Partnership Interest as well as hold Units separately, in which case such Person shall be treated as a separate Partner in respect of its separate holdings of Units which shall be reflected accordingly in the records of the Partnership.  Holders of an Undivided Partnership Interest may only transfer their shares of such Undivided Partnership Interest in accordance with Article 8 hereof.

2.03Name

The name of the Partnership is Molson Canada 2005.

2.04Business

The Partnership will not carry on any business other than the Partnership Business and no assets of the Partnership will be used by any Partner for any purpose other than the Partnership Business. Assets of a Partner may be used in the Partnership Business with the approval of the Management Committee; provided that such assets of a Partner do not, solely by reason of such use by the Partnership, become assets of the Partnership.

5

2.05Scope of Partnership

The rights, duties, obligations and liabilities of the Partners pursuant to the partnership relationship established hereby shall be limited to those rights, duties, obligations and liabilities set out in this Agreement and, to the extent not inconsistent with the terms of this Agreement, prescribed in the Partnerships Act or assumed in accordance with the intent hereof in the course of carrying on the Partnership Business. Nothing herein contained shall be construed to create a general partnership between the Partners extending beyond the scope of the Partnership Business.

2.06Authority

Except as otherwise expressly provided herein, no Partner will have any authority to act for, or assume any obligation or responsibility on behalf of, any other Partner or the Partnership.

2.07Mutual Indemnification

Each of the Partners shall at all times duly and punctually pay and discharge its separate debts, liabilities, obligations, duties and agreements, whether present or future, and keep indemnified and save harmless the Partnership property and the other Partners and their respective estates and effects from all actions, proceedings, costs, claims and demands of every nature or kind whatsoever arising out of or in connection with such separate debts, liabilities, obligations, duties and agreements.

2.08Units and Subscription to Units

(1)The interest of the Partners in the Partnership shall be divided into and represented by units (the “Units”).

(2)Units may be issued in and divided or split into fractions, and, subject to the terms of this Agreement, the Partnership will accept subscriptions for, record transfers of, and otherwise recognize interests in fractional Units.

(3)There shall be no restriction on the number of Units that a Partner may hold in the Partnership.

(4)Each Unit shall be identical to all other Units in all respects and, accordingly, shall entitle the holder to the same rights and obligations as a holder of any other Unit.  No Partner will, in respect of any Unit held by such Partner, have any preference, priority or right in any circumstance over any other Partner in respect of any Unit held by the other Partner.

(5)Each subscriber for Units shall furnish such amount determined by the Management Committee, payable in kind or in property, to the capital of the Partnership in consideration for the issuance of each Unit.

6

ARTICLE 3 -PLACE OF PARTNERSHIP BUSINESS

3.01Location

The principal place of business of the Partnership will be 33 Carlingview Drive, Toronto, Ontario, or such other location determined by the Management Committee, and the books and records of accounts of the Partnership will be kept there.

3.02Place of Business

Notwithstanding Section 3.01, the Partnership Business shall be carried on in and from such places as may be appropriate in connection with the operation of the Partnership, as the Management Committee may from time to time determine.

3.03Qualification

To the extent required by any applicable law, the Partnership and each Partner will qualify to carry on the Partnership Business where the Partnership Business is to be carried on from time to time and will maintain such registrations as may be necessary to lawfully carry on the Partnership Business.

ARTICLE 4 - MANAGEMENT OF THE PARTNERSHIP

4.01Management Committee

Unless otherwise unanimously determined by the Partners, the Management Committee will consist of three Representatives, one of whom shall be appointed by Molson, one of whom shall be appointed by MCC599, and one of whom shall be appointed by MC Alberta.  A Partner may replace its Representative(s) from time to time by providing written notice to the other Partner(s).  In the case of an Undivided Partnership Interest, the Persons who hold the Undivided Partnership Interest may replace their Representative(s) by providing written notice to the other Partner(s) signed by each of the Person(s) holding the Undivided Partnership Interest.  The names of the Representatives will be entered in the records of the Partnership.

As of the date of this Agreement, the names of the Representatives are as follows:

Name of Representative	Name of Appointing Partner
Frederic Landtmeters	Molson
Jan Faryaszewski	MC Alberta
Kelly L. Brown	MCC599

4.02Responsibilities

Subject to Section 4.09, the Management Committee will manage the business and affairs of the Partnership.  The Management Committee may empower such Persons as it deems appropriate (including any Partner) to bind and commit the Partnership and to hold title to the property and assets of the Partnership in connection with the Partnership Business or any part thereof. Without limiting the generality of the foregoing, the Management Committee shall:

7

(a)do or cause to be done any and all acts and make any decision and execute and deliver on behalf of and in the name of the Partnership any instrument or document in connection therewith; and

(b)retain the general power and discretion to exercise general supervision and control over the officers and employees of the Partnership including, without limitation, through adopting from time to time policies and procedures with respect to the delegation of powers to such officers and employees.

4.03Compensation

The Representatives will serve in such capacity without compensation.

4.04Chair

The Representatives will annually elect from among themselves a Chair at the first meeting of the Management Committee in each Fiscal Year and such Chair will serve until a successor is elected.  The Chair will preside at all meetings of the Management Committee if present, and if not present, the Representatives present will elect an alternative chair from among themselves to preside at the meeting.  The current Chair is set forth in Section 4.01.

4.05Officers

The Partnership may have a Chief Executive Officer, a Chief Financial Officer, a Chief Operating Officer, a President, one or more Executive Vice-Presidents, one or more Vice-Presidents, a Secretary, a Treasurer, and such other officers as the Management Committee may appoint from time to time. One individual may hold two or more offices. The powers and duties of each officer of the Partnership shall, subject to Section 4.13, be those determined from time to time by the Representatives and, in the absence of such determination, shall be those usually applicable to the office held. Any officer of the Partnership may, but need not, be a Representative. Officers of the Partnership shall be appointed and removed, and their remuneration determined, by (i) the Management Committee at the direction of the board of directors of Molson Coors Brewing Company or a committee of such board of directors, or (ii) in the absence of such direction, the Management Committee in its sole discretion acting reasonably and with a view to the interests of Molson Coors Brewing Company.

4.06Quorum

A quorum for a meeting of the Management Committee will be a majority of Representatives.

4.07Voting

Each Representative will have one vote on each matter to be decided at a meeting of the Management Committee and each matter will be decided by a majority greater than 50 percent of the votes cast in respect of such matter.

8

4.08Procedures

The Management Committee will agree on a process and procedure for Management Committee meetings. The inadvertent failure to provide written notice of a meeting to all Representatives shall not, in and of itself, affect the validity of a meeting of the Management Committee.  A Person may participate in a meeting of the Management Committee by means of telephone or other communications facilities as permit all Persons participating in the meeting to hear each other, and a Person participating in such a meeting by such means is deemed to be present at that meeting.

4.09Unanimous Approval of Matters

Notwithstanding any of the other provisions of this Agreement, the following matters will require the prior unanimous approval of the Partners:

(a)any material change in the Partnership Business or in the name of the Partnership, including, but not limited to, the disposal of all, or substantially all, of the Partnership Business, or any material expansions of the Partnership Business; and

(b)any change in the method of allocating Income or Loss among the Partners.

4.10Internal Governance

The Management Committee shall govern the business and affairs of the Partnership in accordance with any applicable internal governance policies enacted by Molson Coors Brewing Company from time to time.

4.11Resolution in Lieu of Meeting

Any matter to be decided by the Management Committee or the Partners may be passed by resolution signed by each of the Representatives or all of the Partners, as the case may be.  Any resolution so signed is as valid and effective as if passed at a meeting duly called, constituted and held for that purpose.

4.12No Personal Liability

The Partnership will indemnify Representatives and officers of the Partnership and their heirs and legal representatives against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by them in respect of any civil, criminal or administrative action or proceeding to which such Person is made a party by reason of being or having served in such capacity unless such Person acted fraudulently or with gross negligence in the carrying out of his or her duties and obligations, whether or not such Person is still serving in such capacity at the time of such action or judgment.

4.13Execution of Instruments

(1)Contracts, documents or instruments in writing requiring execution by the Partnership may be signed by any two Partners or Representatives, or any combination thereof, and all contracts, documents and instruments in writing so signed will be binding upon the Partnership without further authorization or formality.  In addition, the Management Committee

9

is authorized from time to time by resolution to appoint any Partner, Representative, officer of the Partnership or any other Person to sign and deliver on behalf of the Partnership either contracts, documents or instruments in writing generally or specific contracts, documents or instruments in writing.

(2)Each Partner hereby irrevocably nominates, constitutes and appoints Molson, as its true and lawful attorney and agent, with full power of substitution and authority in its name, place and stead, both before and after the dissolution of the Partnership, but subject to this Agreement, to execute, swear to, acknowledge, deliver and file any and all elections, determinations or designations under the Tax Act or any other taxation or other legislation or similar laws of Canada or of any province or other jurisdiction in respect of the affairs of the Partnership or a Partner’s interest in the Partnership.

ARTICLE 5 -ACCOUNTING AND AUDITORS

5.01Fiscal Period

Each Fiscal Year shall end at 11:59:59 PM on the first day of January until changed by unanimous approval of the Partners.

5.02Books and Records

The books and records of accounts of the Partnership will reflect all Partnership transactions.  Such books and records will be maintained at the principal place of business of the Partnership (and such other places as the Management Committee deems desirable).  Each Partner shall have the right, acting reasonably, to audit, examine, and make copies of or extracts from the books of account and records of the Partnership at all reasonable times during usual business hours. Such right may be exercised through any agent or employee of such Partner designated by it or by an independent chartered accountant designated by such Partner.  Each Partner shall bear all expenses incurred in any examination made for such Partner’s account. Each Partner shall be provided by the Partnership with such financial and operating information as may be requested from time to time by any Partner, acting reasonably.

5.03Auditor

The Partners, by unanimous approval, may appoint Auditors at the expense of the Partnership.

5.04Financial Statements

(1)As soon as practicable after the end of each Fiscal Year of the Partnership, financial statements will be prepared and, if required by applicable law or otherwise determined by the Management Committee, certified by the Auditors, for and as of the end of such Fiscal Year, and such financial statements will show the assets and the liabilities of the Partnership, all income and revenue received and receivable and all expenses, costs and charges incurred and paid or payable by the Partnership in respect of such Fiscal Year, with the resulting Income or Loss of the Partnership in respect of such Fiscal Year.

10

(2)Any audit reports and reports to management on internal controls and procedures prepared by the Auditors shall be made available to the Management Committee and each of the Partners.  Any audit fee to be paid to the Auditors of the Partnership shall be fixed from time to time by the Chief Financial Officer of the Partnership or, if required by applicable United States or Canadian securities law, the Management Committee.

(3)Any financial statements for the Partnership will be prepared in accordance with United States and/or Canadian generally accepted accounting principles, as required by applicable law and in accordance with Section 5.07 below.

5.05Banking Matters

The Partnership shall from time to time open an account or accounts with such bank or banks as the Management Committee may determine, such accounts to be maintained in the name of the Partnership or its nominees. All monies from time to time received by or on account of the Partnership shall be deposited in such Partnership accounts and all disbursements on account of the Partnership shall be drawn upon such Partnership account or accounts. Such Persons as may from time to time be designated by the Management Committee may draw cheques in the name of the Partnership and may sign, endorse and accept in the name of the Partnership, any bills, notes, cheques, drafts or other instruments for the purpose of the business of the Partnership, subject to such restrictions as may from time to time be prescribed by the Management Committee.

5.06Regulatory Filings

The Partnership shall prepare any information packages or other information as required in connection with any domestic or foreign tax or other governmental filing to be made by the Partnership.  All such information shall be made available to the Management Committee and each of the Partners.

5.07Compliance with Laws

All actions taken by or on behalf of the Partnership, including under this Article 5, shall comply with applicable law binding on the Partnership, the Partners and their Affiliates, including but not limited to United States and Canadian securities law (including the Sarbanes-Oxley Act of 2002).

ARTICLE 6 - CAPITAL CONTRIBUTIONS AND INCOME AND LOSS DISTRIBUTIONS

6.01Capital Contributions

As of the date hereof, the Capital Contribution, Units and approximate Equity Share of each Partner were as follows:

Partner	Capital Contribution ($CDN )		Units	Approximate Equity Share
Molson	$	7,642,130,063	76,420,582.59	79.52	%
MCC599	$	8,692,753	92,547.73	0.10	%
MC Alberta	$	1,599,009,214	19,589,807.05	20.38	%
Total *	$	9,249,832,030	96,102,937	100	%

11

6.02Withdrawals of Capital

A Partner may be entitled to capital withdrawals up to an amount equal to its Partner Capital immediately prior to the withdrawal, if approved by the Management Committee and only to the extent determined from time to time by the Management Committee.

6.03Additional Capital Contributions

The Partners shall make such additional Capital Contributions to the Partnership as may be determined by the Management Committee to be required from time to time.  Unless otherwise determined by the Partners or the Management Committee, such additional Capital Contributions shall be made in proportion to each Partner’s respective Equity Share.

6.04Income Share

For each Fiscal Year in which the Income of the Partnership is not less than nil, each Partner shall be allocated in respect of each hour ending in the Fiscal Year an amount equal to the Income of the Partnership for the Fiscal Year divided by the number of hours in the Fiscal Year and multiplied by the Partner’s Equity Share at the end of such hour.

6.05Loss Share

For each Fiscal Year in which the Income of the Partnership is less than nil, each Partner shall be allocated in respect of each hour ending in the Fiscal Year an amount equal to the Loss of the Partnership for the Fiscal Year divided by the number of hours in the Fiscal Year and multiplied by the Partner’s Equity Share at the end of such hour.

6.06Taxable Income Share

For each Fiscal Year in which the Taxable Income of the Partnership is not less than nil, each Partner shall be allocated in respect of each hour ending in the Fiscal Year an amount equal to the Taxable Income of the Partnership for the Fiscal Year divided by the number of hours in the Fiscal Year and multiplied by the Partner’s Equity Share at the end of such hour.

6.07Allowable Loss Share

For each Fiscal Year in which the Taxable Income of the Partnership is less than nil, each Partner shall be allocated in respect of each hour ending in the Fiscal Year an amount equal to the Allowable Loss of the Partnership for the Fiscal Year divided by the number of hours in the Fiscal Year and multiplied by the Partner’s Equity Share at the end of such hour.

12

6.08Discretionary Deductions

(1)In computing the Taxable Income or Allowable Loss of the Partnership, the Partnership will claim the maximum amounts allowable under the Tax Act in respect of capital cost allowances and will claim other discretionary deductions in amounts determined by the Management Committee.

(2)In each Fiscal Year, except as may be otherwise determined by the Management Committee, charitable and political donations made by and foreign taxes paid by the Partnership shall be allocated to the Partners in proportion to their respective Equity Shares at the end of such Fiscal Year.

6.09Tax Returns

Each Partner shall prepare and file such documents as may be required to be prepared and filed under the Tax Act and shall include in its computation of income for a taxation year in which a Fiscal Year of the Partnership ends the Taxable Income or Allowable Loss of the Partnership for such Fiscal Year allocated to it pursuant to this Article 6.

6.10Cash Application

Subject to the provisions hereof, the Partnership will distribute to the Partners in proportion to their respective Equity Shares at the time of distribution such amounts as are determined by the Management Committee.

ARTICLE 7 -COVENANTS

7.01Covenants

Each Partner covenants that, unless otherwise agreed by all Partners, throughout the term of this Agreement, the Partner will:

(1)ensure its continued existence as a partnership, limited partnership, limited liability company, joint venture, syndicate, company or corporation with or without share capital, unincorporated association or trust, as applicable, and qualification to carry on business, as applicable, in each respective jurisdiction in which the Partnership conducts the Partnership Business, to the extent that the jurisdiction in question requires such continued existence, or qualification, to allow the Partnership to conduct the Partnership Business therein;

(2)at all times duly and punctually pay and discharge separate and private debts and engagements whether present or future and keep the Partnership and the other Partners indemnified therefrom and from all actions, proceedings, costs, claims, demands, damages and expenses in respect thereof;

(3)at all times treat all commercially sensitive knowledge or information learned or acquired by it relating to the Partnership or any of its Subsidiaries (including but not limited to all knowledge or information concerning the customers, products, technology, trade secrets, systems or operations or regarding the property, business or affairs of the Partnership), but excluding any knowledge or information which:

13

(a)is or becomes generally available to the public other than as a result of disclosure by such Partner in violation of this Section 7.01,

(b)is or becomes available to such Partner on a non-confidential basis from a source other than the Partnership, any of its Affiliates or any other Partner and which is not known to such Partner to be prohibited from disclosing such knowledge or information to such Partner by a legal, contractual or fiduciary obligation to the Partnership, such Affiliate or such other Partner,

(c)is or was independently developed by such Partner or on its behalf by personnel having no access to such knowledge or information at the time of independent development, or

(d)is already in such Partner’s possession, provided that such knowledge or information was not supplied to such Partner by, or on behalf of, the Partnership, any of its Affiliates or any other Partner, and provided, further, that such knowledge or information was not obtained from a source known to such Partner to be prohibited from disclosing such information to such Partner by a legal, contractual or fiduciary obligation to the Partnership, such Affiliate or such other Partner,

(such commercially sensitive knowledge or information being referred to as “Partnership Information”) as strictly confidential and that, except as may be expressly permitted by a written agreement between such Partner and the Partnership or by the unanimous consent of the other Partners, it shall not, directly or indirectly, at any time or under any circumstances make use of (or make available to any of its Affiliates for their use) any Partnership Information in connection with any business or activity in which it (or such Affiliate) is or proposes to be involved, or communicate or disclose any Partnership Information to any Person for any purpose whatsoever, except to any Person which has a bona fide need to know such Partnership Information in connection with the business of the Partnership.

In the event that a Partner becomes legally compelled to disclose any Partnership Information, such Partner will provide the Partnership with prompt notice so that it may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 7.01.  In the event that such protective order or other remedy is not obtained, or that the Partnership waives compliance with the provisions of this Section  7.01, such Partner may disclose without liability under this Section  7.01 only that portion of the Partnership Information which such Partner is advised by counsel is legally required to be disclosed and shall cooperate with the Partnership at the Partnership’s expense to obtain reliable assurance that confidential treatment will be accorded the Partnership Information that is so disclosed.

7.02Partners Residents of Canada

Each Partner represents and warrants that it is a resident of Canada or a “Canadian partnership”, in each case within the meaning of the Tax Act.

14

ARTICLE 8 -DEALING WITH PARTNERSHIP INTERESTS

8.01No Transfer

Except as expressly provided in this Article 8, no Partner may sell, transfer, pledge, charge, mortgage, hypothecate or in any other way dispose of or encumber or subject to any other rights of others (i) its Units or any other securities issued by the Partnership, (ii) its right to receive Income, capital or other money or assets from the Partnership, (iii) its rights and obligations under this Agreement, or (iv) any part thereof, unless prior to doing so the other Partners consent in writing and any attempt to do so shall be null and void and of no force and effect.

8.02Sale to Affiliate

Each of the Partners shall be permitted to sell or transfer all or any part of its Units to an Affiliate of such Partner provided that each such Affiliate shall be a Person that is resident in Canada for the purposes of the Tax Act or a “Canadian partnership” as defined in the Tax Act, and no such sale or transfer shall be effective until the transferee Affiliate shall have entered into an agreement with the other Partners (which agreement shall not constitute a release of the transferor from its obligations under this Agreement, unless the Partners otherwise agree) whereby such transferee Affiliate agrees to assume and be bound by all obligations and liabilities of the transferor and subject to all the restrictions to which the transferor in respect of the Partnership is subject under this Agreement.

8.03Effect of Transfer

A transferee of Units who obtains Units in compliance with Section 8.01 or 8.02 above shall be entitled to exercise all the rights of the transferor under this Agreement with respect to such transferred Units and, for greater certainty, shall be deemed to have been admitted to the Partnership.

ARTICLE 9 -TERMINATION AND DISSOLUTION

9.01Dissolution

The Partnership will only be dissolved:

(a)upon agreement in writing of all the Partners, or

(b)automatically upon the number of Partners being reduced to fewer than two.

For greater certainty, the Partnership governed by this Agreement will continue to exist and shall not be dissolved upon the occurrence of any of the following: (i) the insolvency of any Partner, (ii) a change in the composition of the Partners, (iii) the admission of any new partner or partners to the Partnership (whether by way of transfer to such new partner or partners of all or part of the Units of any Partner, or otherwise), (iv) the withdrawal of an existing Partner or Partners, or (v) the change in ownership of any Partner or Partners.

15

9.02Distribution of Assets upon Dissolution

In the event that the Partnership is dissolved or terminated at any time, distributions to Partners shall be in proportion to their respective Equity Shares at such time and the assets distributed to a particular Partner on such dissolution or termination shall be as determined by the Management Committee.

At the discretion of the Management Committee, payment of the debts and liabilities of the Partnership may be made prior to the distribution of the assets, or the debts and liabilities of the Partnership may also be distributed to the Partners in the same order and on the same basis as is provided for cash distributions in Section 6.10 hereof or as otherwise determined by the Management Committee.

ARTICLE 10 -INSURANCE

10.01Insurance

Unless the Partners otherwise agree, the Partnership will maintain insurance in respect of its business, operations and activities, and the other assets of the Partnership of such types and in such amounts, as the Management Committee deems advisable, including third party liability insurance, product liability insurance and directors and officers insurance for Representatives and officers of the Partnership, both during the operation of the Partnership Business and until any dissolution is completed.

ARTICLE 11 - GENERAL

11.01Further Assurances

Each Partner will from time to time execute and deliver all such further documents and instruments and do all acts and things as the other Partners or the Management Committee may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

11.02Benefit of the Agreement

This Agreement will enure to the benefit of and be binding upon the respective heirs, executors, administrators, other legal representatives, successors and permitted assigns of the parties.

11.03Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties with respect thereto.  There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement.

16

11.04Amendments and Waivers

No modification of or amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by the parties hereto.  No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided, will be limited to the specific breach waived.

11.05Severability

Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provisions or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be performed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

11.06Notices

Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and will be given by personal delivery, by registered mail or by electronic means of communication addressed to the recipient as set out in Schedule A; or to such other street address, individual or electronic communication number or address as may be designated by notice given by any Partner to the others and recorded in the books and records of the Partnership.  Any demand, notice or other communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by registered mail, on the 3rd Business Day following the deposit thereof in the mail and, if given by electronic communication, on the day of transmittal if such day is a Business Day and the communication is delivered or transmitted during the normal business hours of the recipient and on the Business Day during which normal business hours next occur if given after such hours on any day.  If the party giving any demand, notice or other communication knows or ought reasonably to know of any difficulties with the postal system that might affect the delivery of mail, any such demand, notice or other communication may not be mailed but must be given by personal delivery or by electronic communication.

11.07Governing Law

This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

11.08Attornment

For the purpose of all legal proceedings this Agreement will be deemed to have been performed in the Province of Ontario and the courts of the Province of Ontario will have jurisdiction to entertain any action arising under this Agreement.  Each of the Partners hereby attorns to the jurisdiction of the courts of the Province of Ontario.

17

11.09Counterparts

This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument.

11.10Facsimiles

Delivery of an executed signature page to this Agreement by any party by electronic transmission will be as effective as delivery of a manually executed copy of the Agreement by such party.

[The remainder of this page intentionally left blank.]

18

IN WITNESS WHEREOF the parties have executed this Agreement.

MOLSON INC.
Per:	/s/ Frederic Landtmeters
	Name: Frederic Landtmeters
	Title:   President and Chief Executive Officer
Per:	/s/ Jan Faryaszewski
	Name: Jan Faryaszewski
	Title:   Chief Financial Officer
MOLSON CANADA COMPANY
Per:	/s/ Frederic Landtmeters
	Name: Frederic Landtmeters
	Title:   President and Chief Executive Officer
Per:	s/ Jan Faryaszewski
	Name: Jan Faryaszewski
	Title:   Chief Financial Officer
MC ALBERTA LP
By its General Partner, MOLSON INC.
Per:	/s/ Frederic Landtmeters
	Name: Frederic Landtmeters
	Title:   President and Chief Executive Officer
	s/ Jan Faryaszewski
	Name: Jan Faryaszewski
	Title:   Chief Financial Officer

SCHEDULE “A”

Partners

1.Molson Canada Company
33 Carlingview Drive
Toronto, Ontario
M9W 5E4

2.Molson Inc.
33 Carlingview Drive
Toronto, Ontario
M9W 5E4

3.MC Alberta LP

33 Carlingview Drive
Toronto, Ontario
M9W 5E4

EX-3.28

Exhibit 3.28

Nova Scotia

CERTIFICATE OF AMALGAMATION

Companies Act

Registry Number

3300919

I hereby certify that

COORS INTERNATIONAL HOLDCO, ULC

MOLSON COORS INTERNATIONAL GENERAL, ULC

have amalgamated pursuant to Section 134 of the Nova Scotia Companies Act, R.S.N.S., 1989, as amended, and the name of the amalgamated company is:

MOLSON COORS INTERNATIONAL GENERAL, ULC

and the amalgamation is approved by the Registrar of Joint Stock Companies effective this date and the liability of the members is unlimited.

	August 19, 2016
Registrar of Joint Stock Companies	Date of Amalgamation

EX-3.29

Exhibit 3.29

MEMORANDUM OF ASSOCIATION

OF

MOLSON COORS INTERNATIONAL GENERAL, ULC

1.The name of the company in all its language forms is:

MOLSON COORS INTERNATIONAL GENERAL, ULC

2.The company shall have all the powers, capacity, rights and privileges of a natural person including the following which are expressly conferred upon the company:

(a)to sell or dispose of its undertaking, or a substantial part thereof;

(b)subject to the provisions of the Companies Act (Nova Scotia) with respect to reduction of capital, to distribute any of its property in specie among its members; and

(c)to amalgamate with any company or other body of persons.

3.The liability of the members is unlimited.

ARTICLES OF ASSOCIATION

OF

MOLSON COORS INTERNATIONAL GENERAL, ULC

INTERPRETATION

1.In these Articles, unless there is something in the subject or context inconsistent therewith:

(a)“Act” means the Companies Act (Nova Scotia), R.S.N.S. 1989 and all amendments thereto;

(b)“Articles” and “these presents” include these Articles of Association and all amendments thereto;

(c)“Company” means the company named above;

(d)“directors” or “the “Board” means the directors of the Company for the time being;

(e)“in writing” and “written” includes printing, lithography and other modes of representing or reproducing words in visible form;

(f)“Memorandum” means the Memorandum of Association of the Company, and all amendments thereto;

(g)“month” means calendar month;

(h)“Office” means the registered office for the time being of the Company;

(i)“Register” means the register of shareholders kept pursuant to Section 43(1) of the Act;

(j)“Registrar” means the Registrar of Joint Stock Companies for the time being;

(k)“reporting company” and “reporting issuer” shall have the meanings as set out in Section 2 of the Act;

(l)“Secretary” includes any person appointed to perform the duties of the Secretary temporarily;

(m)“Share” or “Shares” includes a fractional share;

(n)“Share Warrants” has the meaning assigned by Article 49;

(o)“shareholder” means a member as that term is used in the Act in connection with a company having a share capital;

(p)“Shareholders’ Agreement” has the meaning assigned by Article 194;

(q)“special resolution” has the meaning assigned by Section 87 of the Act;

(r)“proxyholder” includes an alternate proxyholder;

(s)words importing the singular number only include the plural number and vice versa;

(t)words importing the masculine gender only include the feminine gender; and

(u)words importing persons include corporations and any other entity, including partnerships and limited partnerships.

2.The regulations appearing in Table A in the First Schedule to the Act shall not apply to the Company.

3.The directors may enter into and carry into effect or adopt and carry into effect any agreement or agreements made by the promoters of the Company on behalf of the Company and shall have full power to agree to any modification in the terms of any such agreement or agreements, either before or after their execution.

4.The directors may, out of any moneys of the Company for the time being in their hands, pay all expenses incurred for the formation and establishment of the Company, including the expenses of registration.

5.The business of the Company may be commenced as soon after incorporation as the directors think fit, and notwithstanding that part only of the Shares have been allotted.

SHARES

6.The authorized capital of the Company consists of 20,000,000,000 Common shares without nominal or par value and 200,000,000,000 Preference shares without nominal or par value, said shares to be subject to the rights, privileges, restrictions and conditions set forth in Schedule “A” attached hereto, which may by resolution of the directors be divided into several classes and/or have attached thereto respectively any preferential, deferred or qualified rights, privileges or conditions, including restrictions on voting rights and including redemption and purchase of such shares, subject however to the provisions of the Act.

7.The directors shall control the Shares and, subject to the provisions of these Articles, may allot or otherwise dispose of them, fractional or otherwise, to such persons at such times, on such terms and conditions and either at a premium or at par as they think fit.

8.The directors may pay, on behalf of the Company, a commission to any person in consideration of such person subscribing or agreeing to subscribe (whether absolutely or conditionally) for any Shares in the Company, or such persons procuring or agreeing to procure subscriptions (whether absolute or conditional) for any Shares in the Company, provided that such commission paid or agreed to be paid does not exceed ten per centum of the price at which such Shares are sold. The commission may be paid or satisfied in cash or in Shares, debentures or debenture stock of the Company.

2

9.On the issue of Shares the Company may arrange among the holders thereof differences in the calls to be paid and in the times for their payment.

10.If the whole or part of the allotment price of any Shares is, by the conditions of their allotment, payable in instalments, every such instalment shall, when due, be payable to the Company by the person who is at such time the registered holder of the Shares.

11.Shares may be registered in the names of joint holders not exceeding three in number.

12.The joint holders of a Share shall be severally as well as jointly liable for the payment of all instalments and calls due in respect of such Share. On the death of one or more joint holders of Shares the survivor or survivors of them shall alone be recognized by the Company as having title to the Shares.

13.Save as herein otherwise provided, the Company shall be entitled to treat the registered holder of any Share as the absolute owner thereof and accordingly shall not, except as ordered by a court of competent jurisdiction or required by statute, be bound to recognize any equitable or other claim to or interest in such Share on the part of any other person.

CERTIFICATES

14.Certificates of title to Shares shall be in the following form or as near thereto as circumstances will permit, or in such other form as the directors or shareholders may from time to time approve:

                                                             is the registered owner of                                                 fully paid                                                                shares of                                                                                                                                                           transferable only on the books of the Company (subject to the restrictions imposed by the Articles of Association of the Company) by the holder thereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.

IN WITNESS WHEREOF the Company has caused this Certificate to be signed by its duly authorized officers and to be sealed with the seal of the Company this        day of,                       ,             

Certificates may bear any other legend required by applicable securities laws or the contractual obligations of the holders thereof.

15.Unless the directors otherwise determine, every certificate of title to Shares shall be signed manually by at least one of the Chair, President, Secretary, Treasurer, a vice-president, an assistant secretary, any other officer of the Company or any director of the Company or by or on behalf of a share register transfer agent or branch transfer agent appointed by the Company or by any other person whom the directors may designate. When signatures of more than one person appear on a certificate all but one may be printed or otherwise mechanically reproduced. All such certificates when signed as provided in this Article shall be valid and binding upon the Company. If a certificate contains a printed or

3

mechanically reproduced signature of a person, the Company may issue the certificate, notwithstanding that the person has ceased to be a director or an officer of the Company and the certificate is as valid as if such person were a director or an officer at the date of its issue.

16.Subject to any regulations made at any time by the directors, each shareholder may have title to the Shares registered in such shareholder’s name evidenced by any number of certificates so long as the aggregate of the Shares stipulated in such certificates equals the aggregate registered in such shareholder’s name.

17.Where Shares are registered in the names of two or more persons, the Company shall not be bound to issue more than one certificate or one set of certificates, and such certificate or set of certificates shall be delivered to the person first named on the register.

18.Any certificate that has become worn, damaged or defaced may, upon its surrender to the directors, be cancelled and replaced by a new certificate. Any certificate that has become lost or destroyed may also be replaced by a new certificate upon proof of such loss or destruction to the satisfaction of the directors and the furnishing to the Company of such undertakings of indemnity as the directors deem adequate.

19.The sum of one dollar or such other sum as the directors from time to time determine shall be paid to the Company for every certificate other than the first certificate issued to any holder in respect of any Share or Shares.

20.The directors may cause one or more branch registers of shareholders to be kept in any place or places, whether inside or outside of the Province of Nova Scotia.

CALLS

21.The directors may, from time to time, make such calls as they think fit upon the shareholders in respect of all monies unpaid on the Shares held by them respectively and not made payable at fixed times by the conditions on which such Shares were allotted and each shareholder shall pay the amount of every call so made on such shareholder to the persons and at the times and places appointed by the directors. A call may be made payable by instalments.

22.A call shall be deemed to have been made at the time when the resolution of the directors authorizing such call was passed.

23.At least fourteen days’ notice of any call shall be given, and such notice shall specify the time and place at which and the person to whom such call shall be paid.

24.If the sum payable in respect of any call or instalment is not paid on or before the day appointed for the payment thereof, the holder for the time being of the Share in respect of which the call has been made or the instalment is due shall pay interest on such call or instalment at the rate of ten per centum (10%) per annum from the day appointed for the payment thereof up to the time of actual payment.

25.At the trial or hearing of any action for the recovery of any money due for any call, it shall be sufficient to prove that the name of the shareholder sued is entered on the Register as the holder or one of the holders of the Share or Shares in respect of which such debt

4

accrued, that the resolution making the call is duly recorded in the minute book and that notice of such call was duly given to the shareholder sued in pursuance of these Articles. It shall not be necessary to prove the appointment of the directors who made such call or any other matters whatsoever and the proof of the matters stipulated shall be conclusive evidence of the debt.

26.The directors may, if they think fit, receive from any shareholder willing to advance it all or any part of the monies due upon Shares held by such shareholder beyond the sums actually called for; and upon the monies so paid or satisfied in advance or so much thereof as from time to time exceeds the amount of the calls then made upon the Shares in respect of which such advance has been made, the Company may pay interest at such rate, not exceeding ten per centum (10%) per annum, as the shareholder paying such sum in advance and the directors agree upon, or the directors may agree with such shareholder that such shareholder may participate in profits upon the amount so paid or satisfied in advance.

FORFEITURE OF SHARES

27.If any shareholder fails to pay any call or instalment on or before the day appointed for payment, the directors may at any time thereafter while the call or instalment remains unpaid serve a notice on such shareholder requiring such shareholder to pay the call or instalment together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

28.The notice shall name a day (not being less than fourteen days after the date of the notice) and a place or places on and at which such call or instalment and such interest and expenses are to be paid. The notice shall also state that, in the event of non-payment on or before the day and at the place or one of the places so named, the Shares in respect of which the call was made or instalment is payable will be liable to be forfeited.

29.If the requirements of any such notice are not complied with, any Shares in respect of which such notice has been given may at any time thereafter, before payment of all calls or instalments, interest and expenses due in respect thereof, be forfeited by a resolution of the directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited Shares and not actually paid before the forfeiture.

30.When any Share has been so forfeited, notice of the resolution shall be given to the shareholder in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture shall be made in the Register.

31.Any Share so forfeited shall be deemed to be the property of the Company and the directors may sell, re-allot or otherwise dispose of it in such manner as they think fit.

32.Directors may at any time before any Share so forfeited has been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as they think fit.

33.Any shareholder whose Shares have been forfeited shall nevertheless be liable to pay and shall forthwith pay to the Company all calls, instalments, interest and expenses owing upon or in respect of such Shares at the time of the forfeiture together with interest thereon at the rate of ten per centum (10%) per annum from the time of forfeiture until payment.

5

The directors may enforce such payment if they think fit, but are under no obligation to do so.

34.A certificate in writing under the hand of any director and countersigned by the Secretary stating that a Share has been duly forfeited on a specified date in pursuance of these Articles and the time when it was forfeited shall be conclusive evidence of the facts therein stated as against all persons who would have been entitled to the Share but for such forfeiture.

LIEN ON SHARES

35.The Company shall have a first and paramount lien upon all Shares (other than fully paid up Shares) registered in the name of each shareholder (whether solely or jointly with others) and upon the proceeds from the sale thereof for the shareholder’s debts, liabilities and other engagements, solely or jointly with any other person, to or with the Company, whether or not the period for the payment, fulfilment or discharge thereof has actually arrived, and such lien shall extend to all dividends from time to time declared in respect of such Shares. Unless otherwise agreed, the registration of a transfer of Shares shall operate as a waiver of any lien of the Company on such Shares.

36.For the purpose of enforcing such lien the directors may sell the Shares subject to it in such manner as they think fit; but no sale shall be made until the period for the payment, fulfilment or discharge of such debts, liabilities or other engagements has arrived, and until notice in writing of the intention to sell has been given to such shareholder, such shareholder’s executors or administrators and default has been made by such shareholder or them in such payment, fulfilment or discharge for seven days after such notice.

37.The net proceeds of any such sale after the payment of all costs shall be applied in or towards the satisfaction of such debts, liabilities or engagement and the residue, if any, paid to such shareholder or such shareholder’s executors, administrators or assigns.

VALIDITY OF SALES

38.Upon any sale after forfeiture or the enforcing of a lien in purported exercise of the powers given by these Articles the directors may cause the purchaser’s name to be entered in the Register in respect of the Shares sold, and the purchaser shall not be bound to see to the regularity of the proceedings or to the application of the purchase money, and after the purchaser’s name has been entered in the Register in respect of such Shares the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

TRANSFER OF SHARES

39.The instrument of transfer of any Share in the Company shall be signed by the transferor. The transferor shall be deemed to remain the holder of such Share until the name of the transferee is entered in the Register in respect thereof and shall be entitled to receive any dividend declared thereon before the registration of the transfer.

6

40.The instrument of transfer of any Share shall be in writing in the following form or such other form as the directors may approve:

For value received                                                  hereby sells, assigns and transfers unto                                                    shares of the capital stock of the Company represented by the within certificate, and does hereby irrevocably constitute and appoint                                                    to transfer such stock on the books of the Company with full power of substitution in the premises.

Dated the day of                                        ,               

Witness:

41.The Company is a private issuer and:

(a)no transfer of any of the securities of the Company other than any non-convertible debt security (in this Article, “securities”) shall be effective unless or until approved by resolution of either the directors or the shareholders, and the directors or shareholders, as the case may be, shall be under no obligation to give such approval or to give any reason for withholding approval;

(b)the number of direct or indirect beneficial owners of securities of the Company shall not exceed 50 persons, not including employees and former employees of the Company or its affiliates, provided that each person is counted as one beneficial owner unless the person is created or used solely to purchase or hold securities of the Company, in which case each beneficial owner or each beneficiary of the person, as the case may be, must be counted as a separate beneficial owner; and

(c)the Company shall distribute securities only to persons described in Section 2.4 of National Instrument 45-106 Prospectus and Registration Exemptions (as the same may be amended from time to time, “NI45-106”).

For the purposes of this Article, “debt security”, “person” and “private issuer” have the meanings given to those terms in NI45-106 and “affiliates” shall have the meaning given to that term in the Securities Act (Nova Scotia).

42.The directors may, without assigning any reason therefor, decline to register any transfer of Shares not fully paid up, upon which the Company has a lien, or the transfer of which would result in a violation of the limitation on number of holders described in Article 41 or which is restricted by any agreement to which the Company is a party.

43.Every instrument of transfer shall be left at the office of the Company or its transfer agent where the principal or a branch register of shareholders is maintained for registration together with the certificate of the Shares to be transferred and such other evidence as the Company may require to prove the title of the transferor or the transferor’s right to transfer the Shares.

44.The directors may require that a fee determined by them be paid before or after registration of any transfer.

7

45.Every instrument of transfer shall, after its registration, remain in the custody of the Company. Any instrument of transfer that the directors decline to register shall, except in case of fraud, be returned to the person who deposited it.

46.The transfer books and Register may be closed during such time as the directors think fit, not exceeding in the whole thirty days in each year, notice of which shall be given by advertisement in such newspaper circulating in the district in which the Office is situate.

TRANSMISSION OF SHARES

47.(a)The executors or administrators of a deceased shareholder (not being one of several joint holders) shall be the only persons recognized by the Company as having any title to the Shares registered in the name of such shareholder. When a Share is registered in the names of two or more joint holders, the survivor or survivors or the executors or administrators of the deceased survivor, shall be the only persons recognized by the Company as having any title to, or interest in, such Share.

(b)Notwithstanding anything in these Articles, if the Company has only one shareholder, not being one of several joint holders, and that shareholder dies, the executors or administrators of such deceased shareholder shall be entitled to register themselves in the Register of shareholders as the holders of such deceased shareholder’s Share whereupon they shall have all the rights given by these Articles and law to shareholders.

48.Any person becoming entitled to Shares in consequence of the death or bankruptcy of any shareholder or in any way other than by allotment or transfer upon producing evidence of such person being entitled to act in the capacity claimed or of such person’s title may, subject to these Articles, be registered as a shareholder in respect of such Shares, or may, without being registered, transfer such Shares subject to the provisions of these Articles respecting the transfer of Shares. The directors shall have the same right to refuse to register a person entitled by transmission to any Shares, or such person’s nominee, as if such person were the transferee named in an ordinary transfer presented for registration.

SHARE WARRANTS

49.The Company, with respect to fully paid up Shares, may issue under its common seal warrants (hereinafter called “Share Warrants”) stating that the bearer is entitled to the Shares therein specified, and may provide, by coupons or otherwise, for the payment of future dividends on the Shares included in such warrants.

50.The directors may determine, and from time to time vary, the conditions upon which Share Warrants will be issued and, in particular, the conditions upon which new Share Warrants or coupons will be issued in the place of one worn out, defaced, lost or destroyed, or upon which the bearer of Share Warrants will be entitled to attend and vote at general meetings, or upon which Share Warrants may be surrendered and the name of the bearer entered in the Register in respect of the Shares therein specified. Subject to such conditions and to these Articles, the bearer of Share Warrants shall be a shareholder to the full extent. The bearer of Share Warrants shall be subject to the conditions for the time being in force, whether made before or after the issue of such warrant.

8

INCREASE AND REDUCTION OF CAPITAL

51.The Company may, from time to time, by a resolution of its shareholders passed at a general meeting, increase its capital by the creation of new Shares of such amount as it thinks expedient.

52.The new Shares may be issued upon such terms and conditions and with such rights and privileges annexed thereto as the Company in general meeting determines or, if no direction is given, as the directors determine, and in particular (but without limiting the generality of the foregoing) such Shares may be issued with a preferential or qualified right to dividends and to the assets of the Company upon distribution and with a special or without any right of voting.

53.The Company in general meeting may, before the issue of any new Shares, determine that such Shares or any of them, shall be offered in the first instance to all the then shareholders or to the shareholders of any class of shareholders in proportion to the amount of the capital held by them, or make any other provisions as to the issue and allotment of such Shares. In default of any such determination or to the extent that it does not apply, the new Shares may be dealt with as if they formed part of the Shares in the original capital.

54.Except so far as otherwise provided by the conditions of issue or these Articles, any capital raised by the creation of new Shares shall be considered part of the original capital and shall be subject to the provisions herein contained with reference to payment of calls and instalments, transfer and transmission, forfeiture, lien and otherwise.

55.The Company may, from time to time, by special resolution reduce its share capital and any capital redemption reserve fund in any way and with and subject to any incident authorized and consent required by law.

ALTERATION OF CAPITAL

56.The Company may from time to time in general meeting consolidate and divide all or any of its Share capital into Shares of larger amount than its existing Shares.

56A.The Company may, from time to time, by special resolution increase its share capital to authorize a new class of Shares without nominal or par value, either stating the maximum number of Shares of such class that the Company is authorized to issue or, where there is no limit on the number of Shares of such class, a statement to that effect.

56B.The Company may, from time to time, by special resolution change the maximum number of shares of a class of shares without nominal or par value, that the Company is authorized to issue, which may include a change to or from an unlimited number of shares of that class.

57.The Company may, from time to time, in general meeting convert all or any of its paid up Shares into stock and re-convert that stock into paid up Shares of any denomination.

58.The Company may, from time to time, by special resolution subdivide its Shares, or any of them, into Shares of smaller amount than is fixed by the Memorandum so, however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in the case of the Share from

9

which the reduced Share is derived. The special resolution whereby any Share is subdivided may determine that, as between the holders of the Shares resulting from such subdivision, one or more of such Shares shall have some preference or special advantage as regards dividend, capital, voting or otherwise, over, or as compared with, the others or other.

59.The Company may, from time to time, in general meeting exchange Shares of one denomination for another.

60.The Company may from time to time in general meeting cancel Shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the Shares so cancelled.

61.The Company may, from time to time, by special resolution convert any part of its issued or unissued Share capital into preferred Shares redeemable or purchasable by the Company in the manner provided in the Act.

62.The Company may, from time to time, by special resolution convert all or any of its previously authorized, unissued or issued, fully paid up Shares, other than preferred shares, with nominal or par value into the same number of Shares without any nominal or par value, and reduce, maintain or increase accordingly its liability on any of its Shares so converted; provided that the power to reduce its liability on any of its Shares so converted may, where it results in a reduction of capital, only be exercised as provided by the Act.

63.The Company may, from time to time, by special resolution convert all or any of its previously authorized, unissued or issued, fully paid up Shares without nominal or par value into the same or a different number of Shares with nominal or par value. For such purpose the Shares issued without nominal or par value and replaced by Shares with a nominal or par value shall be considered as fully paid, but their aggregate par value shall not exceed the value of the net assets of the Company as represented by the Shares without par value issued before the conversion.

64.Subject to the provisions of the Act, the Company may redeem, purchase or otherwise acquire Shares issued by it. The directors may determine the manner and terms for redeeming, purchasing or otherwise acquiring such Shares and may from time to time provide a sinking fund on such terms as they think fit for the redemption, purchase or acquisition of such Shares. Preferred shares which by their provisions may be redeemed or purchased by the Company shall be redeemed subject to such provisions.

INTEREST ON SHARE CAPITAL

65.The Company may pay interest at a rate not exceeding six per centum (6%) per annum on share capital issued and paid up for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be operated profitably for a lengthy period of time. Such interest may be paid for such period and may be charged to capital as part of the cost of construction of the work or building or of the provision of the plant. The payment of the interest shall not operate to reduce the amount paid up on the Shares in respect of which it is paid. The accounts of the Company shall show full particulars of the payment during the period to which the accounts relate.

10

CLASSES OF SHARES

66.Subject to the provisions of the Company’s Memorandum, and without prejudice to any special rights previously conferred on the holders of existing Shares, any Shares may be issued with such preferred, deferred or other special rights, or with such restrictions, whether in regard to dividends, voting, return of share capital or otherwise, as the Company may from time to time determine by special resolution.

MODIFICATION OF RIGHTS OF SHAREHOLDERS

67.If at any time the share capital of the Company is divided into different classes of Shares, all or any of the rights and privileges attached to any such class may be modified, altered, varied, affected, commuted, abrogated or otherwise dealt with by agreement between the Company and any person purporting to contract on behalf of that class, provided such agreement is ratified in writing by the holders of at least a two-thirds majority in number of the issued Shares of the class or by a resolution passed by the same majority, and all the provisions hereinafter contained as to general meetings, shall, mutatis mutandis, apply to every meeting of such class of shareholders convened for such purpose, save that the quorum for such a meeting shall be shareholders holding or representing by proxy one-half in number of the issued Shares of the class. This Article shall not be deemed by implication to curtail the power of modification which the Company would have if the Article were omitted.

SURRENDER OF SHARES

68.The directors may accept the surrender of any Share by way of compromise of any question as to the holder being properly registered in respect thereof. Any Share so surrendered may be disposed of in the same manner as a forfeited Share.

BORROWING POWERS AND POWER OF GUARANTEE

69.The directors on behalf of the Company may, from time to time, in their discretion:

(a)raise or borrow money for the purposes of the Company or any of them;

(b)secure the repayment of moneys so raised or borrowed in such manner and upon such terms and conditions in all respects as they think fit, and in particular by the execution and delivery of mortgages of the Company’s real or personal property, or by the issue of bonds, debentures or debenture stock of the Company secured by mortgage or other charge upon all or any part of the property of the Company, both present and future, including its uncalled capital for the time being;

(c)sign or endorse bills, notes, acceptances, cheques, contracts, and other evidence of or securities for money borrowed or to be borrowed for the purposes aforesaid; and

(d)pledge debentures as security for loans.

11

70.Bonds, debentures and other securities may be made assignable, free from any equities between the Company and the person to whom such securities were issued.

71.Any bonds, debentures and other securities may be issued at a discount, premium or otherwise and with special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of directors and other matters.

71A.The Company may, from time to time, and in the discretion of the directors, guarantee the performance of liabilities, contracts and loans of any kind whatsoever, and may give any postponements required in connection with that guarantee, and as security for such guarantee, mortgage, pledge, hypothecate or otherwise charge the whole or any of the Company’s property, real or personal.

MEETINGS

72.Ordinary general meetings shall be held at least once in every calendar year at such time and place as may be determined by the directors and not later than fifteen months after the preceding ordinary general meeting. All other meetings of the Company shall be called special general meetings. In lieu of an ordinary or special general meeting all of the shareholders may sign a resolution or resolutions pursuant to Article 103.

73.The directors may whenever they think fit, convene a special general meeting and they shall, upon the requisition of shareholders holding not less than one-tenth of the issued share capital of the Company having at the date of the deposit of the requisition a right to vote at general meetings of the Company and in respect of whose Shares all calls or other sums then due have been paid, forthwith proceed to convene a special general meeting of the Company, to be held at such time and place as the directors determine.

74.The requisition shall state the objects of the meeting requested, be signed by the shareholders making it and deposited at the Office. The requisition may consist of several documents in like form each signed by one or more of the requisitionists.

75.If the directors do not proceed to cause a meeting to be held within twenty-one days from the date that the requisition is so deposited, the requisitionists, or a majority of them in value, may themselves convene a meeting, provided it is held within three months after the date of the deposit of the requisition.

76.Such meetings shall be convened in the same manner as nearly as possible as such meetings are to be convened by directors

77.At least seven clear days’ notice of every general meeting, (except in the case of meetings where subsection 12(1) or (2) of the Third Schedule to the Act applies, in which case not less than twenty-one days notice before the date of the meeting shall be given) specifying the place, day and hour of the meeting and, when special business is to be considered, the general nature of such business, shall be given to the shareholders entitled to be present at such meeting by notice sent by post or otherwise. With the consent in writing of all of the shareholders entitled to vote at such meeting, a meeting may be convened by a shorter notice and in any manner they think fit, or if all of the shareholders

12

are present at a meeting either in person or by proxy, notice of the time, place and purpose of the meeting may be waived.

78.The accidental omission to give any such notice to any of the shareholders or the failure of any shareholder to receive such notice shall not invalidate any resolution passed at any such meeting.

RECORD DATES

79.(a)The directors may fix in advance a date as the record date for the determination of shareholders

(i)entitled to receive payment of a dividend or entitled to receive any distribution;

(ii)entitled to receive notice of a meeting; or

(iii)for any other purpose.

(b)If no record date is fixed, the record date for the determination of shareholders

(i)entitled to receive notice of a meeting shall be the day immediately preceding the day on which the notice is given, or, if no notice is given, the day on which the meeting is held; and

(ii)for any other purpose shall be the day on which the directors pass the resolution relating to the particular purpose.

PROCEEDINGS AT GENERAL MEETINGS

80.The business of any ordinary general meeting shall be to receive and consider the financial statements of the Company, the reports of the directors and auditors, to elect directors in the place of those retiring and to transact any other business which under these Articles ought to be transacted at an ordinary general meeting.

81.No business shall be transacted at any general meeting unless the quorum requisite is present at the commencement of the business. A person other than an individual that is a shareholder of the Company and has a duly authorized agent or representative present at any such meeting shall for the purpose of this Article be deemed to be personally present at such meeting.

82.Two shareholders, where there is more than one shareholder, personally present and entitled to vote shall be a quorum for a general meeting for the choice of a Chair and the adjournment of the meeting. For all other purposes the quorum for a general meeting shall be two shareholders personally present and entitled to vote and holding or representing by proxy not less than one-tenth in number of such of the issued Shares of the Company as confer upon the holders thereof the right to vote at such meeting. Provided that where the Company has less than two shareholders, all business of the Company shall be conducted in the manner specified in Article 103.

13

83.The Chair of the Board shall be entitled to take the chair at every general meeting or, if there be no Chair of the Board, or if the Chair is not present within fifteen minutes after the time appointed for holding the meeting, the President or, failing the President, a Vice-President shall be entitled to take the chair. If the Chair, the President or a Vice-President is not present within fifteen minutes after the time appointed for holding the meeting, the shareholders present entitled to vote at the meeting shall choose another director as Chair and, if no director is present or if all the directors present decline to take the chair, then the shareholders present entitled to vote shall choose one of their number to be Chair.

84.If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if it was convened pursuant to a requisition under Articles 73-75, shall be dissolved; if it was convened in any other way, it shall stand adjourned to the same day, in the next week, at the same time and place. If at such adjourned meeting a quorum is not present, those shareholders entitled to vote who are present shall be a quorum and may transact the business for which the meeting was called.

85.At any general meeting a resolution put to the meeting shall be decided by a show of hands unless, either before or on the declaration of the result of the show of hands, a poll is demanded by (i) the Chair or (ii) at least five shareholders present and entitled to vote at the meeting or (iii) a shareholder or shareholders holding or representing by proxy at least one-tenth in number of the issued Shares of the Company that confer upon their holders the right to vote at the meeting.

86.When a resolution is decided by a show of hands, a declaration by the Chair that a resolution has been carried, carried by a particular majority, lost or not carried by a particular majority and an entry to that effect in the Company’s book of proceedings shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

87.When a poll is demanded, it shall be taken in such manner at such time and place as the Chair of the meeting directs, and either at once or after an interval or adjournment or otherwise. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand of a poll may be withdrawn. When any dispute occurs over the admission or rejection of a vote, it shall be resolved by the Chair and such determination made in good faith shall be final and conclusive.

88.When there is an equality of votes, either on a show of hands or on a poll, the Chair shall not have a tie casting vote in addition to the vote or votes that the Chair has as a shareholder.

89.The Chair of a general meeting may, with the consent of a majority of the shareholders present, adjourn the meeting, from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting that was adjourned.

90.Any poll demanded on the election of a Chair of a meeting or any question of adjournment shall be taken at the meeting without adjournment.

91.The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

14

VOTES OF SHAREHOLDERS

92.Subject to the provisions applicable to any Shares issued under conditions limiting or excluding the rights of the holders thereof to vote at general meetings, on a show of hands every shareholder present in person and every proxyholder shall subject to subsection 85F(2) of the Act, have one vote, and upon a poll every shareholder present in person or by proxy shall have one vote for every Share held by such shareholder. Where a person other than an individual that is a shareholder is present by proxy or a representative duly authorized under the Act, such proxy or representative shall, whether or not such proxyholder is a shareholder, be entitled to vote for such person either on a show of hands or at a poll.

93.Any person entitled under Article 47 to a transfer of any Shares may vote at any general meeting in respect thereof in the same manner as if such person were the registered holder of such Shares so long as such person, at least forty-eight hours (exclusive of Saturdays, Sundays or holidays) before the time of holding the meeting or adjourned meeting at which such person proposes to vote, satisfies the directors of such person’s right to a transfer of such Shares.

94.Where there are joint registered holders of any Share, any one of such persons may vote such Share at any meeting, either personally or by proxy, as if such person were solely entitled to it. If more than one of such joint holders is present at any meeting, personally or by proxy, the one whose name stands first on the Register in respect of such Share shall alone be entitled to vote it. Several executors or administrators of a deceased shareholder in whose name any Share stands shall for the purpose of this Article be deemed joint holders thereof.

95.Votes may be cast either personally or by proxy or, in the case of a shareholder who is not an individual, by a representative duly authorized under the Act.

96.The instrument appointing a proxy shall be in writing under the hand of the appointor or of the appointor’s attorney duly authorized in writing. Holders of Share Warrants shall not be entitled to vote by proxy in respect of the Shares included in such warrants unless otherwise expressed in such warrants.

97.A shareholder of unsound mind in respect of whom an order has been made by any court having jurisdiction may vote by such shareholder’s guardian or other person in the nature of a guardian appointed by that court and any such guardian or other person may vote by proxy.

98.The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Office not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in such instrument proposes to vote. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.

99.A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death of the principal, the revocation of the proxy, or the transfer of the Share in respect of which the vote is given, provided no intimation in writing

15

of the death, revocation or transfer is received at the Office before the meeting or by the Chair of the meeting before the vote is given.

100.Every instrument of proxy, when the Company is not a reporting issuer, whether for a specified meeting or otherwise, shall as nearly as circumstances will admit, be in the form following or in such other form as the directors may from time to time determine:

I,                                                            of                                                             , in the County of                                                       , being a shareholder of                                                             , hereby appoint                                         of                                         , (or failing him                                                                 of                                           ) as my proxy to vote for me and on my behalf at the ordinary general (or special general as the case may be) meeting of the Company, to be held on the           day of                     and at any adjournment thereof, or at any meeting of the Company which may be held within months from the date thereof, or to sign as my proxy any written resolutions pursuant to Article 103 of the Articles of Association of the Company.

As witness my hand this              day of                                       ,

WITNESS:

Shareholder

101.No shareholder shall be entitled to be present or to vote on any question, either personally or by proxy or as proxy for another shareholder, at any general meeting or upon a poll, or be reckoned in a quorum while any call or other sum is due and payable to the Company in respect of any of the Shares of such shareholder.

102.Any resolution passed by the directors, notice of which has been given to the shareholders in the manner in which notices are hereinafter directed to be given and which is, within one month after it has been passed, ratified and confirmed in writing by shareholders entitled on a poll to two-thirds of the votes, shall be as valid and effectual as a resolution of a general meeting. This Article shall not apply to a resolution for winding up the Company or to a resolution dealing with any matter that by statute or these Articles ought to be dealt with by a special resolution.

103.A resolution, including a special resolution, in writing and signed by every shareholder who would be entitled to vote on the resolution at a meeting is as valid as if it were passed by such shareholders at a meeting and satisfied all of the requirements of the Act and these Articles respecting meetings of shareholders. A resolution so passed shall be deemed to constitute a waiver of all notices required to have been given for that meeting. The signature of a shareholder who is a body corporate shall be evidenced by the signature of an

16

officer or officers, director or directors, or other person or persons authorized by the body corporate.

104.Where the Company has only one shareholder all business which the Company may transact at annual or special meetings of shareholders shall be transacted in the manner provided for in Article 103.

DIRECTORS

105.Unless otherwise determined by general meeting, the number of directors shall not be less than one nor more than fifteen.

106.The directors shall have power at any time from time to time to appoint any other person as a director so long as the total number of directors does not at any time exceed the maximum number permitted. No such appointment shall be effective unless two-thirds of the directors concur in it.

107.The first director of the Company shall be the subscriber to the Memorandum unless the subscriber is a body corporate, in which case, the first director or directors shall be appointed by the subscriber, by an instrument in writing.

108.A director may retire from office upon giving to the Company notice in writing of such director’s intention to do so. Such resignation shall take effect upon the tendering of such notice or such later date as provided for in such notice.

109.The directors shall be paid out of the funds of the Company as remuneration for their service such sums, if any, as the Company in general meeting may determine and such remuneration shall be divided among them in such proportions and manners as the directors determine. The directors may also be paid their reasonable travelling, hotel and other expenses incurred in attending board meetings and the execution of their duties as directors.

110.The continuing directors may act notwithstanding any vacancy in their body, but if the number falls below the minimum permitted, the directors shall not, except in emergencies or for the purpose of filling up vacancies, act so long as the number is below the minimum.

111.A director may, in conjunction with the office of director, and on such terms as to remuneration and otherwise as the directors arrange or determine, hold any other office or place of profit in the Company or in any company in which the Company is a shareholder or of which the Company is a subsidiary or is otherwise interested.

112.The office of a director shall ipso facto be vacated:

(a)if the director becomes bankrupt or makes an assignment for the benefit of creditors;

(b)if the director is found mentally incompetent or becomes of unsound mind;

(c)if the director resigns by notice to the Company;

(d)if the director is removed by special resolution as provided by these Articles; or

17

(e)if the director is removed by special resolution as provided by the Corporations Miscellaneous Provisions Act (Nova Scotia), as amended from time to time.

113.No director shall be disqualified by such office from contracting with the Company, either as vendor, purchaser, or otherwise, nor shall any such contract, or any contract or arrangement entered into or proposed to be entered into by or on behalf of the Company in which any director is in any way interested, either directly or indirectly, be avoided, nor shall any director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or arrangement by reason only of such director holding that office or of the fiduciary relations thereby established. However, the existence and nature of the director’s interest must be declared by such director at a meeting of the directors of the Company. In the case of a proposed contract, such director shall declare the interest at the meeting of directors at which the question is first taken into consideration, or if such director was not then interested, at the next meeting held after such director became so interested, and when such director becomes interested after it is made, the director shall declare the interest at the first meeting held after the director becomes so interested. A general notice given to the directors by a director that the director is a shareholder, shareholder or director of any specified firm or company and is to be regarded as interested in any transaction or contract with such firm or company shall be deemed to be a sufficient declaration under this Article and no further or other notice shall be required.

ELECTION OF DIRECTORS

114.Subject to Article 115, at the dissolution of every annual ordinary general meeting all the directors shall retire from office and be succeeded by the directors elected at such meeting. Retiring directors shall be eligible for re-election at such meeting.

115.If at any ordinary general meeting at which an election of directors ought to take place no such election takes place, or if no ordinary general meeting is held in any year or period of years, the retiring directors shall continue in office until their successors are elected and a general meeting for that purpose may on notice be held at any time.

116.The Company in general meeting may, from time to time, increase or reduce the number of directors and may determine or alter their qualifications.

117.The Company may, by special resolution, remove any director before the expiration of the period of office and appoint another person in such director’s stead. The person so appointed shall hold office during such time only as the director in whose place the director is appointed would have held office if such director had not been removed.

118.Any casual vacancy occurring among the directors may be filled by the directors, but any person so chosen shall retain office only so long as the vacating director would have retained it if the vacating director had continued as a director.

MANAGING DIRECTOR

119.The directors may, from time to time, appoint one or more of their body to be managing director or managing directors of the Company, either for a fixed term or without any limitation as to the period for which such person is or they are to hold such office, and

18

may from time to time remove or dismiss such person, or persons from office and appoint another or others in such person’s or their place or places.

120.A managing director shall, subject to the provisions of any contract between the managing director and the Company, be subject to the same provisions as to resignation and removal as the other directors of the Company, and if for any reason the managing director ceases to hold the office of director, the managing director shall, ipso facto, immediately cease to be a managing director.

121.The remuneration of a managing director shall, from time to time, be fixed by the directors and may be by way of salary, commission, participation in profits or any combination of these modes.

122.The directors may, from time to time, entrust to and confer upon the managing director for the time being such powers exercisable under these Articles by the directors as they think fit, and may confer such powers for such time, and to be exercised for such objects and purposes and upon such terms and conditions, and with such restrictions as they think expedient; and they may confer such powers either collaterally with, or to the exclusion of, and in substitution for, all or any of the powers of the directors in that regard; and may, from time to time, revoke, withdraw, alter or vary all or any of such powers.

PRESIDENT AND VICE-PRESIDENT AND OTHER OFFICERS

123.(a)The directors shall elect the President of the Company (who need not be a director) and may determine the period for which the President is to hold office. The President shall have general supervision of the business of the Company and shall perform such duties as may be assigned to the President from time to time by the Board.

(b)The directors may also elect Vice-Presidents and determine the period for which they are to hold office. A Vice-President need not be a director and any Vice-President shall, at the request of the President or the Board and subject to the directions of the Board, perform the duties of the President during the absence, illness or incapacity of the President.

(c)The directors may elect or appoint such officer or officers of the Company, having such powers and duties, as they see fit.

(d)If the directors so decide, the same person may hold more than one of the offices provided for in these Articles.

SOLICITORS

124.The Company may employ or retain a solicitor or solicitors and such solicitor may, at the request of the Board or on instructions of the Chair of the Board, the President or the managing director, attend meetings of the directors or shareholders, whether or not the solicitor is a shareholder or a director of the Company. If such solicitor is also a director, such person may nevertheless charge for services rendered to the Company as a solicitor.

19

SECRETARY AND TREASURER

125.The directors shall appoint a Secretary of the Company to keep the minutes of the shareholders’ and directors’ meetings and perform such other duties as may be assigned to the Secretary by the Board. The directors may also appoint a temporary substitute for the Secretary who shall, for the purposes of these Articles, be deemed to be the Secretary.

126.The directors may appoint a Treasurer of the Company to carry out such duties as the Board may assign. If the directors think it advisable, the same person may hold the offices of both Secretary and Treasurer.

CHAIR OF THE BOARD

127.The directors may also elect one of their number to be Chair of the Board and may determine the period during which the Chair is to hold office. The Chair shall perform such duties and receive such special remuneration as the Board may, from time to time, provide.

PROCEEDING OF DIRECTORS

128.The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit, and may determine the quorum necessary for the transaction of business. Unless otherwise determined two directors shall constitute a quorum if two or more directors have been appointed. If all directors of the Company entitled to attend a meeting either generally or specifically consent, any or all directors may participate in a meeting of directors or of a committee of directors by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and any director participating in such a meeting by such means is deemed to be present at that meeting for purposes of these Articles.

129.Meetings of directors may be held either within or without the Province of Nova Scotia and the directors may, from time to time, make arrangements relating to the time and place of holding directors’ meetings, the notices to be given for such meetings and what meetings may be held without notice. Unless otherwise provided by such arrangements:

(a)a meeting of directors may be held at the close of every ordinary general meeting of the Company without notice;

(b)notice of every other directors’ meeting may be delivered or mailed or faxed or telephoned to each director before the meeting is to take place. Such notice shall be delivered or mailed or telegraphed or telephoned at least forty-eight hours before the time fixed for the meeting;

(c)a meeting of directors may be held without formal notice if all the directors are present or if those absent have signified their assent to such meeting or their consent to the business transacted at such meeting;

(d)the good faith accidental omission to give any such notice to any of the directors or the failure of any director to receive such notice shall not invalidate any resolution passed at any such meeting.

20

130.The President or any other director may at any time, and the Secretary, upon the request of the President or any other director, shall summon a meeting of the directors to be held at the Office. The President, the Chair of the Board or a majority of the Board may at any time summon a meeting to be held elsewhere.

131.Questions arising at any meeting of directors shall be decided by a majority of votes and when there is an equality of votes the Chair of the meeting shall not have a second or tie casting vote.

132.If no Chair of the Board is elected, or if at any meeting of directors the Chair is not present within five minutes after the time appointed for holding the meeting, the President, if a director, shall preside. If the President, being a director, is not present at such time, a Vice-President who is also a director shall preside. If neither the President nor a Vice-President who is also a director is present at such time, the directors present shall choose one of their number to be Chair of the meeting.

133.A meeting of the directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions for the time being vested in or exercisable by the directors generally.

134.The directors may delegate any of their powers to committees consisting of such number of members of their body as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the directors.

135.The meetings and proceedings of any such committee consisting of two or more directors shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the directors insofar as they are applicable and are not superseded by any regulations made by the directors.

136.All acts done at any meeting of the directors or of a committee of directors or by any person acting as a director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of the directors or persons so acting, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.

137.A resolution in writing signed by all the directors or a committee of directors shall be as valid and effectual as if it had been passed at a meeting of the directors or a committee of directors duly called and constituted. A resolution so effected shall be deemed to constitute a waiver of any notice required under these Articles or the Act to have been given for such a meeting.

138.Where the Company has only one director the business affairs of the Company shall be managed by such director and all business which may be transacted at a meeting of the Board shall be transacted by such director in the manner provided for in the preceding Article.

139.If any one or more of the directors is called upon to perform extra services or to make any special exertions in going or residing abroad or otherwise for any of the purposes of the Company or the business thereof, the Company may remunerate the director or directors so doing, either by a fixed sum or by a percentage of profits or otherwise. Such remuneration

21

shall be determined by the directors and may be either in addition to or in substitution for such director’s share in the remuneration otherwise authorized by these Articles.

REGISTERS

140.The directors shall cause to be kept at the Office, or such other location as is designated by the directors of the Company, in accordance with the provisions of the Act a register of the shareholders of the Company, a register of the bond and debenture holders of the Company and a register of its directors. Branch registers of the shareholders and the bond and debenture holders may be kept elsewhere, either within or without the Province of Nova Scotia, in accordance with the Act.

MINUTES

141.The directors shall cause minutes to be entered in books designated for the purpose:

(a)of all appointments of officers;

(b)of the names of the directors present at each meeting of directors and of any committees of directors;

(c)of all orders made by the directors and committees of directors; and

(d)of all resolutions and proceedings of meetings of the shareholders and of the directors.

Any such minutes of any meeting of the directors or of any committee of the directors or of the Company, if purporting to be signed by the Chair of such meeting or by the Chair of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minutes.

Any resolution of the shareholders, the directors, or a committee of the directors, passed pursuant to the provisions of Articles 103 or 137 of these Articles, shall be receivable as prima facie evidence of the matters stated therein.

POWER OF DIRECTORS

142.The management of the business of the Company shall be vested in the directors who, in addition to the powers and authorities granted by these Articles or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not hereby or by statute expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the statutes in that regard and of these Articles and to any regulations from time to time made by the Company in general meeting and the provisions of any shareholders’ agreement signed by all the shareholders; provided that no regulation so made shall invalidate any prior act of the directors that would have been valid if such regulation had not been made.

22

143.Without restricting the generality of the terms of the last preceding Article and without prejudice to the powers conferred thereby, and the other powers conferred by these Articles, the directors shall have power:

(a)to take such steps as they think fit to carry out any agreement or contract made by or on behalf of the Company;

(b)to pay the costs, charges and expenses preliminary and incidental to the promotion, formation, establishment, and registration of the Company;

(c)to purchase or otherwise acquire for the Company any property, rights or privileges that the Company is authorized to acquire, and at such price and generally on such terms and conditions as they think fit;

(d)at their discretion, to pay for any property, rights, or privileges acquired by, or services rendered to the Company either wholly or partially in cash or in Shares, bonds, debentures or other securities of the Company, and any such Shares may be issued either as fully paid up, or with such amount credited as paid up thereon as may be agreed upon;

(e)subject to the Act, to secure the fulfilment of any contracts or engagements entered into by the Company by mortgaging or charging all or any of the property of the Company and its unpaid capital for the time being, or in such other manner as they think fit;

(f)to appoint, remove or suspend at their discretion such experts, managers, secretaries, treasurers, officers, clerks, agents and servants for permanent, temporary or special services, as they, from time to time, think fit, and to determine their powers and duties, and to fix their salaries or emoluments and to require security in such instances and to such amounts as they think fit;

(g)to accept from any shareholder insofar as the law permits and on such terms and conditions as may be agreed upon a surrender of such shareholder’s Shares or any part thereof;

(h)to appoint any person or persons (whether incorporated or not) to accept and hold in trust for the Company any property belonging to the Company, or in which it is interested, to execute and do all such deeds and things as may be requisite in relation to any such trust, and to provide for the remuneration of any such trustee or trustees;

(i)to institute, conduct, defend, compound or abandon any legal proceedings by and against the Company or its officers or otherwise concerning the affairs of the Company, and also to compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company;

(j)to refer any claims or demands by or against the Company to arbitration and observe and perform the awards;

23

(k)to make and give receipts, releases and other discharges for money payable to the Company and for claims and demands of the Company;

(l)to determine who shall be entitled to exercise the borrowing powers of the Company and sign on the Company’s behalf bonds, debentures or other securities, bills, notes, receipts, acceptances, assignments, transfers, hypothecations, pledges, endorsements, cheques, drafts, releases, contracts, agreements and all other instruments and documents;

(m)to provide, from time to time, for the management of the affairs of the Company abroad in such manner as they think fit, and in particular to appoint any persons to be the attorneys or agents of the Company with such powers (including power to sub-delegate) and upon such terms as they think fit;

(n)to invest and deal with any of the moneys of the Company not immediately required for the purposes thereof in such securities and in such manner as they think fit; and, from time to time, to vary or realize such investments;

(o)subject to the Act, to execute in the name and on behalf of the Company in favour of any director or other person who may incur or be about to incur any personal liability for the benefit of the Company such mortgages of the Company’s property, present and future, as they think fit, and any such mortgages may contain a power of sale and such other powers, covenants and provisions as are agreed on;

(p)to give any officer or other person employed by the Company a commission on the profits of any particular business or transaction or a Share in the general profits of the Company, and such commission or share of profits shall be treated as part of the working expenses of the Company;

(q)to set aside out of the profits of the Company before declaring any dividend such sums as they think proper as a reserve fund to meet contingencies or provide for dividends, depreciation, repairing, improving and maintaining any of the property of the Company and such other purposes as the directors may in their absolute discretion think conducive to the interests of the Company; and to invest the several sums set aside in such investments, other than Shares of the Company, as they may think fit, and, from time to time, to deal with and vary such investments, and to dispose of all or any part of them for the benefit of the Company, and to divide the reserve fund into such special funds as they think fit, with full power to employ the assets constituting the reserve fund in the business of the Company without being bound to keep them separate from the other assets;

(r)from time to time, to make, vary and repeal rules for the regulation of the business of the Company, its officers and servants, the shareholders of the Company or any section or class of them;

(s)to enter into all such negotiations and contracts, rescind and vary all such contracts, and execute and do all such acts, deeds, and things in the name and on behalf of the Company as they may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company;

24

(t)to approve by resolution amalgamation agreements that are governed by the provisions of Section 134(23) and (24) of the Act; and

(u)from time to time, to provide for the management of the affairs of the Company in such manner as they shall think fit.

THE SEAL

144.The common seal may be affixed to any instrument (i) in the presence of and contemporaneously with the attesting signature of any director or officer, acting within such person’s authority, or (ii) in the presence of and contemporaneously with the attesting signature of any one person designated by and under the authority of a resolution of the Board or of a committee thereof. For the purpose of certifying documents or proceedings of the Company the common seal may be affixed by any one of the President, Vice-President, Secretary or a director.

145.The Company may have facsimiles of the common seal which may be used interchangeably with the common seal.

146.The Company may have for use at any place outside the Province of Nova Scotia to which the corporate existence and capacity of the Company extends an official seal that is a facsimile of the common seal of the Company with the addition on its face of the name of the place where it is to be used; and the Company may by writing under the seal of its common seal authorize any person to affix such official seal to any document at such place to which the Company is a party, and may prescribe and limit the type of documents to which the official seal may be affixed by such person.

DIVIDENDS

147.The profits of the Company, subject to the provisions of the Memorandum and of these Articles, and to the rights of persons, if any, entitled to shares with special rights as to dividends, may be divided among the shareholders in proportion to the amount of capital paid up on the shares held by them respectively or, in the discretion of the directors, may be divided among the shareholders holding a particular class or particular classes of shares, in proportion to the amount of capital paid up on such shares held by them respectively, to the exclusion of shareholders holding any other class or classes of shares. Where capital is paid up in advance of calls upon the footing that the same shall carry interest, such capital shall not while carrying interest confer a right to participate in profits.

148.The directors may, from time to time, declare such dividends upon the Shares of the Company as they deem proper according to the rights of the shareholders and the respective classes thereof and may declare such dividends upon a particular class or particular classes of shares to the exclusion of any other class or classes of shares, and may determine the date upon which the same shall be payable and provide that any such dividend shall be payable to the persons registered as the holders of the Shares in respect of which the same is declared at the close of the business upon such date as the directors specify, and no transfer of such Share made or registered after the date so specified shall pass any right to the dividend so declared.

25

149.The declaration of the directors as to the amount of the profits, retained earnings or contributed surplus of the Company shall be conclusive.

150.The directors may, from time to time, pay to the shareholders such interim dividends as in their judgment the position of the Company justifies.

151.Subject to these Articles and the preferences, rights and restrictions attached to any class or series of shares, dividends may be declared and paid to the shareholders in proportion to the amount of capital paid up on the Shares (not including any capital paid up bearing interest) held by them respectively.

152.The directors may deduct from the dividends payable to any shareholder amounts due and payable by the shareholder to the Company on account of calls, instalments or otherwise, and may apply the same in or towards satisfaction of such amounts so due and payable.

153.The directors may retain any dividends on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

154.The directors may retain the dividends payable upon Shares to which a person is entitled or entitled to transfer upon the death or bankruptcy of a shareholder or in any way other than by allotment or transfer, until such person has become registered as the holder of such Shares or has duly transferred such Shares.

155.When the directors declare a dividend on a class or series of shares and also make a call on such shares payable on or before the date on which the dividend is payable, the directors may retain all or part of the dividend and set off the amount retained against the call.

156.The directors may declare that a dividend be paid by the distribution of cash, paid up shares (at par or at a premium), debentures, bonds or other securities of the Company or of any other company or any other specific assets held or to be acquired by the Company or in any one or more of such ways.

157.The directors may settle any difficulty that may arise in regard to the distribution of a dividend as they think expedient, and in particular without restricting the generality of the foregoing may issue fractional certificates, may fix the value for distribution of any specific assets, may determine that cash payments will be made to any shareholders upon the footing of the value so fixed or that fractions may be disregarded in order to adjust the rights of all parties, and may vest cash or specific assets in trustees upon such trusts for the persons entitled to the dividend as may seem expedient to the directors.

158.Any person registered as a joint holder of any Share may give effectual receipts for all dividends and payments on account of dividends in respect of such Share.

159.Unless otherwise determined by the directors, any dividend may be paid by a cheque or warrant delivered to or sent through the post to the registered address of the shareholder entitled, or, when there are joint holders, to the registered address of the one whose name stands first on the Register for the Shares jointly held. Every cheque or warrant so delivered or sent shall be made payable to the order of the person to whom it is delivered or sent. The

26

mailing or other transmission to a shareholder at the shareholder’s registered address (or, in the case of joint shareholders at the address of the holder whose name stands first on the Register) of a cheque payable to the order of the person to whom it is addressed for the amount of any dividend payable in cash after the deduction of any tax which the Company has properly withheld, shall discharge the Company’s liability for the dividend unless the cheque is not paid on due presentation. If any cheque for a dividend payable in cash is not received, the Company shall issue to the shareholder a replacement cheque for the same amount on such terms as to indemnity and evidence of non-receipt as the directors may impose. No shareholder may recover by action or other legal process against the Company any dividend represented by a cheque that has not been duly presented to a banker of the Company for payment or that otherwise remains unclaimed for six years from the date on which it was payable.

ACCOUNTS

160.The directors shall cause proper books of account to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure takes place, and of all sales and purchases of goods by the Company, and of the assets, credits and liabilities of the Company.

161.The books of account shall be kept at the Office or at such other place or places as the directors may direct.

162.The directors shall, from time to time, determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to inspection of the shareholders, and no shareholder shall have any right of inspecting any account or book or document of the Company except as conferred by statute or authorized by the directors or a resolution of the Company in general meeting.

163.At any ordinary general meeting the directors shall lay before the Company the financial statements, report of the auditor, if any, and the report of the directors required by the Act.

164.The financial statements shall be accompanied by a report of the directors as may be required by the Act. The financial statements shall be approved by the Board and shall be signed on behalf of the Board and at the Board’s direction by two directors of the Company or if the Company has only one director, by that director.

165.The directors shall send copies of the financial statements together with copies of the auditor’s report, if any, and the report of the directors to all persons entitled to receive notices of general meetings of the Company at least seven days before the date of the general meeting at which the reports are to be presented or at least seven days before the signing of a resolution pursuant to Article 103 in lieu thereof.

166.The costs (if any) to the Company of the formation of the Company, the completion of the title to any property and rights acquired by it, the purchase of any business or contract, the establishing of any new branch of business, the acquisition by purchase of any property of a wasting nature or any extraordinary expenditure may be spread over a series of years or otherwise treated as the Board may determine, due provision in their opinion being always

27

made for writing down such cost, and the amount of such cost for the time being outstanding may, for the purpose of calculating the profits of the Company for dividends, be reckoned as an asset.

AUDITORS AND AUDIT

167.The Company shall at each annual general meeting appoint an auditor or auditors to hold office until the next annual general meeting.

168.The first auditors of the Company may be appointed by the directors at any time before the first annual general meeting and the auditors so appointed shall hold office until such meeting unless previously removed by a resolution of the shareholders in general meeting, in which event the shareholders at such meeting may appoint auditors.

169.The directors may fill any casual vacancy in the office of auditor but while any such vacancy continues the surviving or continuing auditor or auditors, if any, may act.

170.(a)Subject to an exemption order made pursuant to the Act, a person is disqualified from being an auditor of the Company if the person is not independent of the Company, all of its affiliates, or of the directors or officers of the Company and its affiliates.

(b)For the purpose of this Article:

(i)independence is a question of fact; and

(ii)a person is deemed not to be independent if the person or the person’s business partner:

A.is a business partner, director, officer or employee of the Company or any of its affiliates, or a business partner of any director, officer or employee of the Company or any of its affiliates;

B.beneficially owns, directly or indirectly, or exercises control or direction over a material interest in the shares of or debt owing by the Company or any of its affiliates; or

C.has been a receiver, receiver and manager, liquidator or trustee in bankruptcy of the Company or any of its affiliates within two years of the person’s proposed appointment as auditor of the Company.

(c)An auditor who becomes disqualified pursuant to this Article shall resign forthwith upon becoming aware of the disqualification.

171.The remuneration of the auditors shall be fixed by the Company in general meeting, or by the directors pursuant to authorization given by the shareholders at the ordinary general meeting except that the remuneration of an auditor appointed to fill a casual vacancy may be fixed by the directors.

28

172.(a)The auditors shall conduct such audit and make such examination of the financial statements of the Company required by the Act to be placed before the shareholders in general meeting as is necessary for the auditors to report thereon.

(b)The auditors shall report on the financial statements in the form recommended from time to time in the Handbook of the Canadian Institute of Chartered Accountants.

173.(a)The shareholders may, except where the auditor has been appointed by court order pursuant to the Act, by resolution passed by a majority of the votes cast at a special meeting duly called for the purpose, remove an auditor before the expiration of the auditor’s term of office and shall, by a majority of the votes cast at that meeting, appoint another auditor in place of the removed auditor for the remainder of the term.

(b)Before calling a special meeting for the purpose specified in sub-article (a) or an annual general or special meeting where the directors are not recommending the re-appointment of the incumbent auditor, the Company shall, fifteen days or more before the mailing of the notice of the meeting, give to the auditor:

(i)written notice of the intention to call the meeting, specifying therein the date on which the notice of the meeting is proposed to be mailed; and

(ii)a copy of all material proposed to be sent to shareholders in connection with the meeting.

(c)An auditor has the right to make to the Company, three days or more before the mailing of the notice of the meeting, representations in writing concerning:

(i)the auditor’s proposed removal as auditor;

(ii)the appointment or election of another person to fill the office of auditor; or

(iii)the auditor’s resignation as auditor;

and the Company, at its expense, shall forward with the notice of the meeting a copy of such representations to each shareholder entitled to receive notice of the meeting.

(d)The Company shall give notice in writing to an auditor of the auditor’s appointment forthwith after the appointment is made.

(e)A resignation of an auditor becomes effective at the time the written resignation is sent to the Company or at the time specified in the resignation, whichever is later.

29

174.(a)Upon the demand of an auditor of the Company, the present or former directors, officers, employees or agents of the Company shall furnish such

(i)information and explanations; and

(ii)access to records, documents, books, accounts and vouchers of the Company or any of its subsidiaries;

as are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under the Act and that the directors, officers, employees and agents are reasonably able to furnish.

(b)Upon the demand of an auditor of the Company, the directors of the Company shall:

(i)obtain from the present or former directors, officers, employees and agents of any subsidiary of the Company the information and explanations that the present or former directors, officers, employees and agents are reasonably able to furnish and that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under the Act; and

(ii)furnish the information and explanations so obtained to the auditor.

(c)The auditor of the Company is entitled to receive notice of every meeting of shareholders and, at the expense of the Company, to attend and be heard at the meeting on matters relating to the auditor’s duties as an auditor.

(d)If any director or shareholder of the Company, whether or not the shareholder is entitled to vote at the meeting, gives written notice not less than five days before a meeting of the Company to the auditor or former auditor of the Company, the auditor or former auditor shall attend the meeting at the expense of the Company and answer questions relating to the auditor or former auditor’s duties as auditor.

(e)A director or shareholder who sends a notice referred to in subarticle (d) shall send concurrently a copy of the notice to the Company.

175.If any accounts of the Company fail to disclose the amount of any loan made during the period to which the accounts relate, either by or on the guarantee or security of the Company, including loans which have been repaid during such period and loans made before such period and outstanding at the expiration thereof or if any such account fails to disclose the total amount paid by the Company to the directors as remuneration for their services other than the salaries of salaried directors, then it shall be the duty of the auditors to include in their report, so far as they are able to do so, a statement giving particulars of all such payments and transactions.

176.The auditor’s report shall be placed before each annual general meeting of the Company and shall be read at the meeting and be open for inspection by the shareholders present.

30

177.(a)A director or officer of the Company shall forthwith notify all directors and the auditor or former auditor of any error or misstatement of which the director or officer becomes aware in a financial statement that the auditor or former auditor has reported upon if the error or misstatement in all the circumstances appears to be significant.

(b)Where the auditor or former auditor of the Company is notified or becomes aware of an error or misstatement in a financial statement upon which the auditor or former auditor has reported, and if in the auditor or former auditor’s opinion the error or misstatement is material, the auditor or former auditor shall inform each director accordingly.

(c)Where, pursuant to sub-article (b), the auditor or former auditor informs the directors of an error or misstatement in a financial statement, the directors shall, within a reasonable time:

(i)prepare and issue revised financial statements, or

(ii)otherwise inform the shareholders and any debenture holder of the Company who has demanded or been furnished with the financial statements which contain the error or misstatement.

178.Every account of the directors, when audited and approved by a general meeting, shall be conclusive unless an error is discovered within three months after such approval. Whenever any such error is discovered within that period, the account shall forthwith be corrected and thenceforth be conclusive.

179.If only one auditor is appointed, all the provisions herein contained relating to auditors shall apply to such auditor.

180.(a)If all of the shareholders of the Company consent thereto, the provisions of these Articles and the provisions of the Act regarding the appointment of auditors and duties of auditors shall not apply with respect to the financial year in respect of which the consent is given.

(b)Sub-article (a) shall not apply if the Company is a reporting issuer or a reporting company.

NOTICES

181.A notice may be served by the Company upon shareholders personally or by sending it through the post in a prepaid envelope or wrapper, or by any means of recorded or transmitted communication, addressed to such shareholder at such shareholder’s registered place of address.

182.Shareholders who have no registered place of address shall not be entitled to receive any notice.

183.The holder of Share Warrants shall not, unless otherwise expressed therein, be entitled in respect thereof to notice of any general meeting of the Company.

31

184.Any notice required to be given by the Company to the shareholders, or any of them, and not expressly provided for by these Articles, shall be sufficiently given if given by advertisement.

185.Any notice given by advertisement shall be advertised twice in a paper published in the place where the head office of the Company is situated, or if no paper is published there, then in any newspapers published in the Halifax Regional Municipality, Nova Scotia.

186.All notices shall, with respect to any registered Shares to which persons are jointly entitled, be given to whichever of such persons is named first in the Register for such Shares, and notice so given shall be sufficient notice to all the holders of such Shares.

187.Any notice sent by post shall be deemed to be served on the day following that upon which the letter, envelope or wrapper containing it is posted, and in proving such service it shall be sufficient to prove that the letter, envelope or wrapper containing the notice was properly addressed and put into the post office with the postage prepaid thereon. A certificate in writing signed by any manager, secretary or other official of the Company that the letter, envelope or wrapper containing the notice was so addressed and posted shall be conclusive evidence thereof. The foregoing provisions of this clause shall not apply to a notice of a meeting of the directors.

188.Every person who by operation of law, transfers or by other means whatsoever becomes entitled to any Share shall be bound by every notice in respect of such Share that prior to such person’s name and address being entered on the Register was duly served in the manner hereinbefore provided upon the person from whom the person derived such person’s title to such Share.

189.Any notice or document so advertised or sent by post to or left at the registered address of any shareholder in pursuance of the Articles, shall, notwithstanding that such shareholder is then deceased and that the Company has notice of such shareholder’s decease, be deemed to have been served in respect of any registered Shares, whether held by such deceased shareholder solely or jointly with other persons, until some other person is registered in such shareholder’s stead as the holder or joint holder thereof, and such service shall for all purposes of these Articles be deemed a sufficient service of such notice or document on such shareholder’s heirs, executors or administrators and all persons, if any, jointly interested with such person in any such Share.

190.The signature to any notice given by the Company may be written or printed.

191.When a given number of days’ notice or notice extending over any other period is required to be given, the day of service and the day upon which such notice expires shall not, unless it is otherwise provided, be counted in such number of days or other period.

INDEMNITY

192.Every director or officer, former director or officer, or person who acts or acted at the Company’s request, as a director or officer of the Company, a body corporate, partnership or other association of which the Company 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, shall be indemnified by the Company against, and it

32

shall be duty of the directors out of the funds of the Company 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, 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 the Company or such body corporate, partnership or other association, whether the Company is a claimant or party to such action or proceeding or otherwise; and the amount for which such indemnity is proved shall immediately attach as a lien on the property of the Company and have priority as against the shareholders over all other claims.

193.No director or officer, former director or officer, or person who acts or acted at the Company’s request, as a director or officer of the Company, a body corporate, partnership or other association of which the Company 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 the loss, damage or expense happening to the Company through the insufficiency or deficiency of title to any property acquired for or on behalf of the Company, or through the insufficiency or deficiency of any security in or upon which any of the funds of the Company 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.

SHAREHOLDERS’ AGREEMENT

194.All shareholders of the Company may become, from time to time, parties to an agreement between them and to which the Company may be a party (hereinafter called a “Shareholders’ Agreement”) which will not form part of these Articles but which is intended to regulate their activities as shareholders of the Company. Any such agreement as amended from time to time may be placed with the corporate records of the Company and upon such being done will, to the full extent permitted by law and no more, supersede any provisions of these Articles to the contrary. Without limitation but in particular, to the full extent permitted by law and to no greater extent:

(a)any Shareholders’ Agreement signed by all shareholders shall be deemed a resolution signed by all shareholders entitled to vote thereon for the purposes of the Act and these Articles but shall not constitute a special resolution;

(b)without limiting the foregoing, to the extent that it can be so characterized, any resolution described in sub-article (a) hereof shall be deemed to enact regulations of the shareholders, described in Article 142, extending or limiting the powers of the directors; and

(c)where a director of the Company acts in accordance with or fails to act in breach of, the obligation of the shareholders or the Company under the Shareholders’ Agreement, the Shareholders’ Agreement shall be deemed to constitute a waiver by all signatories thereto of any breach of fiduciary obligation which may be claimed based upon such action or inaction.

33

REMINDERS

195.The directors shall comply with the following provisions of the Act and the Corporations Registration Act (Section numbers refer to the appropriate Sections of the Act):

(a)keep a register of shareholders (Section 43(1));

(b)keep a register of the holders of debentures, bonds and other securities (Section 11(1), Third Schedule);

(c)send notice to the Registrar of any consolidation, division, conversion, reconversion or cancellation of the share capital or stock of the Company (Section 53);

(d)send notice to the Registrar of any increase of capital (Section 55);

(e)call a general meeting every year within the proper time. Meetings must be held not later than 15 months after the preceding general meeting (Section 83);

(f)appoint at each annual general meeting an auditor or auditors of the Company to hold office until the next annual general meeting (Article 167); provided, however this requirement can be waived as stated in Article 180 unless the Company is a reporting issuer or reporting company;

(g)send to the Registrar typed or printed copies of all special resolutions (Section 88);

(h)keep a register of directors and officers, send to the Registrar a copy thereof and notify the Registrar of all changes therein (Section 98);

(i)send to the Registrar notice of the address of the Company’s registered office and of all changes in such address (Section 79);

(j)keep proper minutes of all general meetings and directors’ meetings in books reserved for the purpose and kept at the Company’s registered office (Sections 89 and 90);

(k)obtain a certificate of registration under the Corporations Registration Act as soon as business is commenced; and

(l)send notice of the recognized agent to the Registrar in compliance with section 9 of the Corporations Registration Act.

34

SCHEDULE “A”

AS ATTACHED.

(Share Terms)

SCHEDULE “A”

COMMON SHARE PROVISIONS OF MOLSON COORS INTERNATIONAL GENERAL, ULC

1.Dividend

Subject to the rights of the holders of Preference Shares, the holders of the Common Shares shall be entitled to receive and the Company shall pay thereon, as and when declared by the board of directors out of the moneys of the Company properly applicable to the payment of dividends, such dividends as may be declared thereon by the board of directors.

2.Voting Rights

Except as otherwise provided in the Companies Act (Nova Scotia) (the “Act”), the holders of the Common Shares shall be entitled to receive notice of, and to attend or to vote at, any meeting of the shareholders of the Company.

3.Liquidation, Dissolution or Winding-up

Subject to the rights of the holders of Preference Shares, in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other return of capital or distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of the Common Shares shall be entitled to receive the balance of the assets of the Company.

PREFERENCE SHARE PROVISIONS OF MOLSON COORS INTERNATIONAL GENERAL, ULC

1.Definitions

With respect to the Preference Shares, the following terms shall have the meanings ascribed to them below:

(a)“Act” means the Companies Act (Nova Scotia).

(b)“Redemption Amount” in respect of each Preference Share means Cdn. $1.00, provided that, at any time, the Redemption Amount of a Preference Share shall be reduced by any reduction in capital in respect of such share prior to that time.

(c)“Redemption Price” in respect of each Preference Share means the Redemption Amount together with all dividends declared thereon and unpaid up to the date of liquidation, dissolution or winding-up or the date of redemption, as the case may be.

2.Dividends

The holders of the Preference Shares shall be entitled to receive and the Company shall pay thereon, as and when declared by the board of directors out of the moneys of the Company

properly applicable to the payment of dividends, non-cumulative preferential dividends at a rate per share of 5% of the Redemption Amount per annum.

Payment of dividends (less any tax or other amount which the Company is required by law or entitled pursuant to the Articles to deduct or withhold) shall, subject as hereinafter provided, be made by cheque of the Company payable at par at any branch in Canada of the Company’s bankers or in such other manner as the payee may approve. Dividends which are represented by a cheque which has not been presented to the Company’s bankers for payment or that otherwise remain unclaimed for a period of six years from the date on which they were declared to be payable shall be forfeited to the Company.

Except with the consent in writing of the holders of all the Preference Shares outstanding, no dividends shall at any time be declared and paid, or declared and set aside for payment, on the Common Shares or any other shares of the Company ranking junior to the Preference Shares, in any year, unless dividends as provided for above have been declared on the Preference Shares for such year and the full amount of the dividends declared for such year on the Preference Shares then issued and outstanding shall have been paid, or provided for, at the date of such declaration and payment or setting aside of dividends on the Common Shares or other shares of the Company ranking junior to the Preference Shares.

The holders of the Preference Shares shall not be entitled to any dividends other than or in excess of the dividends hereinbefore provided for.

3.No Voting Rights

Except as otherwise provided in the Act, the holders of the Preference Shares shall not be entitled to receive notice of, or to attend or to vote at, any meeting of the shareholders of the Company.

4.Liquidation, Dissolution or Winding-up

In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other return of capital or distribution of assets of the Company among its shareholders for the purpose of winding-up its affairs, the holders of the Preference Shares shall be entitled to receive in respect of each such share, before any distribution of any part of the assets of the Company among the holders of the Common Shares and any other shares of the Company ranking junior to the Preference Shares, an amount equal to the Redemption Price. After payment to the holders of the Preference Shares of the amount so payable to such holders as herein provided, the holders of the Preference Shares shall not be entitled to share in any further distribution of the property or assets of the Company.

5.Redemption at the Option of the Company

Subject to any applicable law, the Company shall, at its option, be entitled to redeem at any time or times all or any part of the Preference Shares registered in the name of any holder of any such Preference Shares on the books of the Company with or without the consent of such holder by giving notice in writing to such holder, (unless such notice is waived by the holder) specifying:

(a)that the Company desires to redeem all or any part of the Preference Shares registered in the name of such holder;

(b)if part only of the Preference Shares registered in the name of such holder is to be redeemed, the number thereof to be so redeemed;

(c)the Redemption Price;

(d)the business day (in this paragraph referred to as the “Redemption Date”) on which the Company desires to redeem such Preference Shares. The Redemption Date shall be the date that is 30 days after the date on which the notice is given by the Company or such other date as the Company and such holder may agree; and

(e)the place of redemption.

The Company shall, on the Redemption Date, redeem all Preference Shares so called for redemption by paying to such holder an amount equal to the aggregate Redemption Price (less any tax or other amount which the Company is required by law or entitled pursuant to the Articles to deduct or withhold) on presentation and surrender of the certificate(s) for such Preference Shares at such place as may be specified in such notice. The certificate(s) for such Preference Shares shall thereupon be cancelled and the Preference Shares represented thereby shall thereupon be redeemed. Payment of the aggregate Redemption Price for the Preference Shares to be redeemed shall be made, at the option of the Company, (i) by delivery to such holder of a cheque of the Company payable at par at any branch in Canada of the Company’s bankers; or (ii) by wire transfer by the Company to the holder of the Preference Shares; or (iii) by a demand note with a principal amount equal to the aggregate Redemption Price for the Preference Shares to be redeemed. From and after the Redemption Date, such Preference Shares shall cease to be entitled to dividends and the holder thereof shall not be entitled to exercise any of the rights of holders of Preference Shares in respect thereof unless payment of the Redemption Price is not made on the Redemption Date, in which case the rights of the holder of the Preference Shares shall remain unaffected until payment in full of the Redemption Price.

Where at any time, some, but not all, of such Preference Shares are to be redeemed, the Preference Shares to be redeemed shall be selected by lot in such manner as the board of directors determines, or as nearly as may be in proportion to the number of Preference Shares registered in the name of each holder, or in such other manner as the board of directors determines.

6.Redemption at the Option of the Holder

Subject to any applicable law, a holder of Preference Shares shall be entitled to require the Company to redeem at any time or times any Preference Shares registered in the name of such holder on the books of the Company by providing five years notice to the Company (as provided for in (c) below) and by tendering to the Company at its registered office a share certificate representing the Preference Share which the holder desires to have the Company redeem together with a request in writing (in this paragraph referred to as a “Redemption Demand”), (unless such request is waived by the Company) specifying:

(a)that the holder desires to have one or more Preference Shares represented by such certificate redeemed by the Company;

(b)if such certificate represents more than one Preference Share, the number of Preference Shares to be redeemed; and

(c)the business day (in this paragraph referred to as the “Redemption Date”) on which the holder desires to have the Company redeem such Preference Shares which shall be at least five years from the date of the Redemption Demand.

The Company shall, on such Redemption Date, redeem all Preference Shares required to be redeemed by paying to such holder an amount equal to the aggregate Redemption Price (less any tax or other amount which the Company is required by law or entitled pursuant to the Articles to deduct or withhold) on presentation and surrender of the certificate(s) for the Preference Shares to be so redeemed at the registered office of the Company. The certificate(s) for such Preference Shares shall thereupon be cancelled and the Preference Shares represented thereby shall thereupon be redeemed. Payment of the aggregate Redemption Price for the Preference Shares to be redeemed shall be made, at the option of the Company, (i) by delivery to such holder of a cheque of the Company payable at par at any branch in Canada of the Company’s bankers; (ii) by wire transfer by the Company to the holder of the Preference Shares; or (iii) by a demand note with a principal amount equal to, the aggregate Redemption Price for the Preference Shares to be redeemed. From and after the Redemption Date, such Preference Shares shall cease to be entitled to dividends and the holder thereof shall not be entitled to exercise any of the rights of holders of Preference Shares in respect thereof unless payment of the said Redemption Price is not made on the Redemption Date, in which case the rights of the holder of the Preference Shares shall remain unaffected until payment in full of the Redemption Price.

7.Partial Redemption

If fewer than all Preference Shares represented by a certificate are redeemed, the holder shall be entitled to receive, at the expense of the Company, a new certificate representing the Preference Shares which have not been redeemed.

8.Restriction on Dividends and Other Distributions

Except with the consent in writing of the holders of all the Preference Shares outstanding, no dividends shall at any time be declared and paid, or declared and set aside for payment, and no other distributions shall at any time be made on or in respect of the common shares, or any other shares of the Company ranking junior to the Preference Shares, if the payment or setting aside for payment of such dividend or the making of such distribution would impair the ability of the Company to redeem any Preference Shares pursuant to either paragraph 5 or 6, as the case may be.

9.Reduction of Capital

On a reduction in the capital of a Preference Share, the amount distributed cannot exceed the Redemption Amount of the Preference Share.

EX-3.30

Exhibit 3.30

Nova Scotia

CERTIFICATE OF INCORPORATION

Companies Act

Registry Number

3093330

Name of Company

MOLSON COORS CALLCO ULC

I hereby certify that the above-mentioned company was incorporated this date under the Companies Act and that the liability of the members is unlimited.

	September 9, 2004
Agent of the Registrar of Joint Stock Companies	Date of Incorporation

EX-3.31

Exhibit 3.31

MEMORANDUM OF ASSOCIATION

OF

MOLSON COORS CALLCO ULC

1.The name of the Company is Molson Coors Callco ULC.

2.There are no restrictions on the objects and powers of the Company and the Company shall expressly have the following powers:

(1)to sell or dispose of its undertaking, or a substantial part thereof;

(2)to distribute any of its property in specie among its members; and

(3)to amalgamate with any company or other body of persons.

3.The liability of the members is unlimited.

I, the undersigned, whose name, address and occupation are subscribed, am desirous of being formed into a company in pursuance of this Memorandum of Association, and I agree to take the number and kind of shares in the capital stock of the Company written below my name.

/s/ Charles S. Reagh

Name of Subscriber: Charles S. Reagh

800-1959 Upper Water Street, Halifax, NS B3J 2X2

Occupation: Solicitor

Number of shares subscribed: One common share

TOTAL SHARES TAKEN: one common share

Dated this 9th day of September, 2004.

Witness to above signature:	/s/ Lori Euloth
	Name of Witness: Lori Euloth
	800-1959 Upper Water Street, Halifax, NS B3J 2X2
	Occupation: Legal Assistant

ARTICLES OF ASSOCIATION

OF

MOLSON COORS CALLCO ULC

INTERPRETATION

1.In these Articles, unless there be something in the subject or context inconsistent therewith:

(1)“Act” means the Companies Act (Nova Scotia);

(2)“Articles” means these Articles of Association of the Company and all amendments hereto;

(3)“Company” means the company named above;

(4)“director” means a director of the Company;

(5)“Memorandum” means the Memorandum of Association of the Company and all amendments thereto;

(6)“month” means calendar month;

(7)“Office” means the registered office of the Company;

(8)“person” includes a body corporate;

(9)“proxyholder” includes an alternate proxyholder;

(10)“Register” means the register of members kept pursuant to the Act, and where the context permits includes a branch register of members;

(11)“Registrar” means the Registrar as defined in the Act;

(12)“Secretary” includes any person appointed to perform the duties of the Secretary temporarily;

(13)“shareholder” means member as that term is used in the Act in connection with an unlimited company having share capital and as that term is used in the Memorandum;

(14)“special resolution” has the meaning assigned by the Act;

(15)“in writing” and “written” includes printing, lithography and other modes of representing or reproducing words in visible form;

(16)words importing number or gender include all numbers and genders unless the context otherwise requires.

2.The regulations in Table A in the First Schedule to the Act shall not apply to the Company.

3.The directors may enter into and carry into effect or adopt and carry into effect any agreement made by the promoters of the Company on behalf of the Company and may agree to any modification in the terms of any such agreement, either before or after its execution.

4.The directors may, out of the funds of the Company, pay all expenses incurred for the incorporation and organization of the Company.

5.The Company may commence business on the day following incorporation or so soon thereafter as the directors think fit, notwithstanding that part only of the shares has been allotted.

SHARES

6.The capital of the company shall consist of 1,000,000,000 common shares without nominal or pat value, with the power to divide the shares in the capital for the time being into classes or series and to attach thereto respectively any preferred, deferred or qualified rights, privileges or conditions, including restrictions on voting rights and including redemption, purchase and other acquisition of such shares, subject, however, to the provisions of the Act.

7.The directors shall control the shares and, subject to the provisions of these Articles, may allot or otherwise dispose of them to such person at such times, on such terms and conditions and, if the shares have a par value, either at a premium or at par, as they think fit.

8.The directors may pay on behalf of the Company a reasonable commission to any person in consideration of subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company. Subject to the Act, the commission may be paid or satisfied in shares of the Company.

9.On the issue of shares the Company may arrange among the holders thereof differences in the calls to be paid and in the times for their payment.

10.If the whole or part of the allotment price of any shares is, by the conditions of their allotment, payable in instalments, every such instalment shall, when due, be payable to the Company by the person who is at such time the registered holder of the shares.

11.Shares may be registered in the names of joint holders not exceeding three in number.

12.Joint holders of a share shall be jointly and severally liable for the payment of all instalments and calls due in respect of such share. On the death of one or more joint holders of shares the survivor or survivors of them shall alone be recognized by the Company as the registered holder or holders of the shares.

13.Save as herein otherwise provided, the Company may treat the registered holder of any share as the absolute owner thereof and accordingly shall not, except as ordered by a court of

2

competent jurisdiction or required by statute, be bound to recognize any equitable or other claim to or interest in such share on the part of any other person.

14.The Company is a private company, and:

(1)no transfer of any share or prescribed security of the Company shall be effective unless or until approved by the directors;

(2)the number of holders of issued and outstanding prescribed securities or shares of the Company, exclusive of persons who are in the employment of the Company or in the employment of an affiliate of the Company and exclusive of persons who, having been formerly in the employment of the Company or the employment of an affiliate of the Company, were, while in that employment, and have continued after termination of that employment, to own at least one prescribed Security or share of the Company, shall not exceed 50 in number, two or more persons or companies who are the joint registered owners of one or more prescribed securities or shares being counted as one holder; and

(3)the Company shall not invite the public to subscribe for any of its securities.

In this Article, “private company” and “securities” have the meanings ascribed to those terms in the Securities Act (Nova Scotia), and “prescribed security” means any of the securities prescribed by the Nova Scotia Securities Commission from time to time for the purpose of the definition of “private company” in the Securities Act (Nova Scotia).

CERTIFICATES

15.Certificates of title to shares shall comply with the Act and may otherwise be in such form as the directors may from time to time determine. Unless the directors otherwise determine, every certificate of title to shares shall be signed manually by at least one of the Chairman, President, Secretary, Treasurer, a vice-president, an assistant secretary, any other officer of the Company or any director of the Company or by or on behalf of a share registrar transfer agent or branch transfer agent appointed by the Company or by any other person whom the directors may designate. When signatures of more than one person appear on a certificate all but one may be printed or otherwise mechanically reproduced. All such certificates when signed as provided in this Article shall be valid and binding upon the Company. If a certificate contains a printed or mechanically reproduced signature of a person, the Company may issue the certificate, notwithstanding that the person has ceased to be a director or an officer of the Company and the certificate is as valid as if such person were a director or an officer at the date of its issue.

16.Except as the directors may determine, each shareholder’s shares may be evidenced by any number of certificates so long as the aggregate of the shares stipulated in such certificates equals the aggregate registered in the name of the shareholder.

3

17.Where shares are registered in the names of two or more persons, the Company shall not be bound to issue more than one certificate or set of certificates, and such certificate or set of certificates shall be delivered to the person first named on the Register.

18.Any certificate that has become worn, damaged or defaced may, upon its surrender to the directors, be cancelled and replaced by a new certificate. Any certificate that has become lost or destroyed may be replaced by a new certificate upon proof of such loss or destruction to the satisfaction of the directors and the furnishing to the Company of such undertakings of indemnity as the directors deem adequate.

19.The sum of one dollar or such other sum as the directors from time to time determine shall be paid to the Company for every certificate other than the first certificate issued to any holder in respect of any share or shares.

20.The directors may cause one or more branch Registers of shareholders to be kept in any place or places, whether inside or outside of Nova Scotia.

CALLS

21.The directors may make such calls upon the shareholders in respect of all amounts unpaid on the shares held by them respectively and not made payable at fixed times by the conditions on which such shares were allotted, and each shareholder shall pay the amount of every call so made to the person and at the times and places appointed by the directors. A call may be made payable by instalments.

22.A call shall be deemed to have been made at the time when the resolution of the directors authorizing such call was passed.

23.At least 14 days’ notice of any call shall be given, and such notice shall specify the time and place at which and the person to whom such call shall be paid.

24.If the sum payable in respect of any call or instalment is not paid on or before the day appointed for the payment thereof, the holder for the time being of the share in respect of which the call has been made or the instalment is due shall pay interest on such call or instalment at the rate of 9% per year or such other rate of interest as the directors may determine from the day appointed for the payment thereof up to the time of actual payment.

25.At the trial or hearing of any action for the recovery of any amount due for any call, it shall be sufficient to prove that the name of the shareholder sued is entered on the Register as the holder or one of the holders of the share or shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book and that such notice of such call was duly given to the shareholder sued in pursuance of these Articles. It shall not be necessary to prove the appointment of the directors who made such call or any other matters whatsoever and the proof of the matters stipulated shall be conclusive evidence of the debt.

4

FORFEITURE OF SHARES

26.If any shareholder fails to pay any call or instalment on or before the day appointed for payment, the directors may at any time thereafter while the call or instalment remains unpaid serve a notice on such shareholder requiring payment thereof together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

27.The notice shall name a day (not being less than 14 days after the date of the notice) and a place or places on and at which such call or instalment and such interest and expenses are to be paid. The notice shall also state that, in the event of non-payment on or before the day and at the place or one of the places so named, the shares in respect of which the call was made or instalment is payable will be liable to be forfeited.

28.If the requirements of any such notice are not complied with, any shares in respect of which such notice has been given may at any time thereafter, before payment of all calls or instalments, interest and expenses due in respect thereof, be forfeited by a resolution of the directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture.

29.When any share has been so forfeited, notice of the resolution shall be given to the shareholder in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture shall be made in the Register.

30.Any share so forfeited shall be deemed the property of the Company and the directors may sell, re-allot or otherwise dispose of it in such manner as they think fit.

31.The directors may at any time before any share so forfeited has been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as they think fit.

32.Any shareholder whose shares have been forfeited shall nevertheless be liable to pay and shall forthwith pay to the Company all calls, instalments, interest and expenses owing upon or in respect of such shares at the time of the forfeiture together with interest thereon at the rate of 9% per year or such other rate of interest as the directors may determine from the time of forfeiture until payment. The directors may enforce such payment if they think fit, but are under no obligation to do so.

33.A certificate signed by the Secretary stating that a share has been duly forfeited on a specified date in pursuance of these Articles and the time when it was forfeited shall be conclusive evidence of the facts therein stated as against any person who would have been entitled to the share but for such forfeiture.

5

LIEN ON SHARES

34.The Company shall have a first and paramount lien upon all shares (other than fully paid-up shares) registered in the name of a shareholder (whether solely or jointly with others) and upon the proceeds from the sale thereof for debts, liabilities and Other engagements of the shareholder, solely or jointly with any other person, to or with the Company, whether or not the period for the payment, fulfilment or discharge thereof has actually arrived, and such lien shall extend to all dividends declared in respect of such shares. Unless otherwise agreed, the registration of a transfer of shares shall operate as a waiver of any lien of the Company on such shares.

35.For the purpose of enforcing such lien the directors may sell the shares subject to it in such manner as they think fit, but no sale shall be made until the period for the payment, fulfilment or discharge of such debts, liabilities or other engagements has arrived, and until notice in writing of the intention to sell has been given to such shareholder or the shareholder’s executors or administrators and default has been made by them in such payment, fulfilment or discharge for seven days after such notice.

36.The net proceeds of any such sale after the payment of all costs shall be applied in or towards the satisfaction of such debts, liabilities or engagements and the residue, if any, paid to such shareholder.

VALIDITY OF SALES

37.Upon any sale after forfeiture or to enforce a lien in purported exercise of the powers given by these Articles the directors may cause the purchaser’s name to be entered in the Register in respect of the shares sold, and the purchaser shall not be bound to see to the regularity of the proceedings or to the application of the purchase money, and after the purchaser’s name has been entered in the Register in respect of such shares the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

TRANSFER OF SHARES

38.The instrument of transfer of any share in the Company shall be signed by the transferor. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect thereof and shall be entitled to receive any dividend declared thereon before the registration of the transfer.

39.The instrument of transfer of any share shall be in writing in the following form or to the following effect:

For value received,        hereby sell, assign, and transfer unto          ,          , shares in the capital of the Company represented by the within certificate, and do hereby irrevocably constitute and appoint        attorney to transfer such shares on the books of the Company with full power of substitution in the premises.

6

Dated the   day of          ,    

Witness:

40.The directors may, without assigning any reason therefor, decline to register any transfer of shares

(1)not fully paid-up or upon which the Company has a lien, or

(2)the transfer of which is restricted by any agreement to which the Company is a party.

41.Every instrument of transfer shall be left for registration at the Office of the Company, or at any office of its transfer agent where a Register is maintained, together with the certificate of the shares to be transferred and such other evidence as the Company may require to prove title to or the right to transfer the shares.

42.The directors may require that a fee determined by them be paid before or after registration of any transfer.

43.Every instrument of transfer shall, after its registration, remain in the custody of the Company. Any instrument of transfer that the directors decline to register shall, except in case of fraud, be returned to the person who deposited it.

TRANSMISSION OF SHARES

44.The executors or administrators of a deceased shareholder (not being one of several joint holders) shall be the only persons recognized by the Company as having any title to the shares registered in the name of such shareholder. When a share is registered in the names of two or more joint holders, the survivor or survivors or the executors or administrators of the deceased shareholder, shall be the only persons recognized by the Company as having any title to, or interest in, such share.

45.Notwithstanding anything in these Articles, if the Company has only one shareholder (not being one of several joint holders) and that shareholder dies, the executors or administrators of the deceased shareholder shall be entitled to register themselves in the Register as the holders of the shares registered in the name of the deceased shareholder whereupon they shall have all the rights given by these Articles and by law to shareholders.

46.Any person entitled to shares upon the death or bankruptcy of any shareholder or in any way other than by allotment or transfer, upon producing such evidence of entitlement as the directors require, may be registered as a shareholder in respect of such shares, or may, without being registered, transfer such shares subject to the provisions of these Articles respecting the transfer of shares. The directors shall have the same right to refuse registration as if the transferee were named in an ordinary transfer presented for registration.

7

SURRENDER OF SHARES

47.The directors may accept the surrender of any share by way of compromise of any question as to the holder being properly registered in respect thereof. Any share so surrendered may be disposed of in the same manner as a forfeited share.

INCREASE AND REDUCTION OF CAPITAL

48.Subject to the Act, the shareholders may by special resolution amend these Articles to increase or alter the share capital of the Company as they think expedient. Without prejudice to any special rights previously conferred on the holders of existing shares, any share may be issued with such preferred, deferred or other special rights, or with such restrictions, whether in regard to dividends, voting, return of share capital or otherwise; as the shareholders may from time to time determine by special resolution. Except as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be considered part of the original capital and shall be subject to the provisions herein contained with reference to payment of calls and instalments, transfer and transmission, forfeiture, lien and otherwise.

49.The Company may, by special resolution where required, reduce its share capital in any way and with and subject to any incident authorized and consent required by law. Subject to the Act and any provisions attached to such shares, the Company may redeem, purchase or acquire any of its shares and the directors may determine the manner and the terms for redeeming, purchasing or acquiring such shares and may provide a sinking fund on such terms as they think fit for the redemption, purchase or acquisition of shares of any class or series.

MEETINGS AND VOTING BY CLASS OR SERIES

50.Where the holders of shares of a class or series have, under the Act, the terms or conditions attaching to such shares or otherwise, the right to vote separately as a class in respect of any matter then, except as provided in the Act, these Articles or such terms or conditions, all the provisions in these Articles concerning general meetings (including, without limitation, provisions respecting notice, quorum and procedure) shall, mutatis mutandis, apply to every meeting of holders of such class or series of shares convened for the purpose of such vote.

51.Unless the rights, privileges, terms or conditions attached to a class or series of shares provide otherwise, such class or series of shares shall not have the right to vote separately as a class or series upon an amendment to the Memorandum or Articles to:

(1)increase or decrease any maximum number of authorized shares of such class or series, or increase any maximum number of authorized shares of a class or series having rights or privileges equal or superior to the shares of such class or series;

(2)effect an exchange, reclassification or cancellation of all or part of the shares of such class or series; or

8

(3)create a new class of series of shares equal of superior to the shares of such class or series.

BORROWING POWERS

52.The directors on behalf of the Company may.

(1)raise of borrow money for the purposes of the Company or any of them;

(2)secure, subject to the sanction of a Special resolution where required by the Act, the repayment of funds so raised or borrowed in such manner and upon such terms and conditions in all respects as they think fit, and in particular by the execution and delivery of mortgages of the Company’s real or personal property, or by the issue of bonds, debentures or other securities of the Company secured by mortgage or other charge upon all or any part of the property of the Company, both present and future including its uncalled capital for the time being;

(3)sign or endorse bills, notes, acceptances, cheques, contracts, and other evidence of or securities for funds borrowed or to be borrowed for the purposes aforesaid;

(4)pledge debentures as security for loans;

(5)guarantee obligations of any person.

53.Bonds, debentures and other securities may be made assignable, free from any equities between the Company and the person to whom such securities were issued.

54.Any bonds, debentures and other securities may be issued at a discount, premium or otherwise and with special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of directors and other matters.

GENERAL MEETINGS

55.Ordinary general meetings of the Company shall be held at least once in every calendar year at such time and place as may be determined by the directors and not later than 15 months after the preceding ordinary general meeting. All other meetings of the Company shall be called special general meetings. Ordinary or special general meetings may be held either within or without the Province of Nova Scotia.

56.The President, a vice-president or the directors may at any time convene a special general meeting, and the directors, upon the requisition of shareholders in accordance with the Act shall forthwith proceed to convene such meeting or meetings to be held at such time and place or times and places as the directors determine.

9

57.The requisition shall state the objects of the meeting requested, be signed by the requisitionists and deposited at the Office of the Company. It may consist of several documents in like form each signed by one of more of the requisitionists.

58.At least seven clear days’ notice, or such longer period of notice as may be required by the Act, of every general meeting, specifying the place, day and hour of the meeting and, when special business is to be considered, the general nature of such business, shall be given to the shareholders entitled to be present at such meeting by notice given as permitted by these Articles. With the consent in writing of all the shareholders entitled to vote at such meeting, a meeting may be convened by a shorter notice and in any manner they think fit, or notice of the time, place and purpose of the meeting may be waived by all of the shareholders.

59.When it is proposed to pass a special resolution, the two meetings may be convened by the same notice, and it shall be no objection to such notice that it only convenes the second meeting contingently upon the resolution being passed by the requisite majority at the first meeting.

60.The accidental omission to give notice to a shareholder, or non-receipt of notice by a shareholder, shall not invalidate any resolution passed at any general meeting.

RECORD DATES

61.(1)The directors may fix in advance a date as the record date for the determination of shareholders

(a)entitled to receive payment of a dividend or entitled to receive any distribution;

(b)entitled to receive notice of a meeting; or

(c)for any other purpose.

(2)If no record date is fixed, the record date for the determination of shareholders

(a)entitled to receive notice of a meeting shall be the day immediately preceding the day on which the notice is given, or, if no notice is given, the day on which the meeting is held; and

(b)for any other purpose shall be the day on which the directors pass the resolution relating to the particular purpose.

PROCEEDINGS AT GENERAL MEETINGS

62.The business of an ordinary general meeting shall be to receive and consider the financial statements of the Company and the report of the directors and the report, if any, of the auditors, to elect directors in the place of those retiring and to transact any other business which under these Articles ought to be transacted at an ordinary general meeting.

10

63.No business shall be transacted at any general meeting unless the requisite quorum is present at the commencement of the business. A corporate shareholder of the Company that has a duly authorized agent or representative present at any such meeting shall for the purpose of this Article be deemed to be personally present at such meeting.

64.One person, being a shareholder, proxyholder or representative of a corporate shareholder, present and entitled to vote shall constitute a quorum for a general meeting, and may hold a meeting.

65.The Chairman shall be entitled to take the chair at every general meeting or, if there be no Chairman, or if the Chairman is not present within fifteen 15 minutes after the time appointed for holding the meeting, the President or, failing the President, a vice-president shall be entitled to take the chair. If the Chairman, the President or a vice-president is not present within 15 minutes after the time appointed for holding the meeting or if all such persons present decline to take the chair, the shareholders present entitled to vote at the meeting shall choose another director as chairman and if no director is present or if all the directors present decline to take the chair, then such shareholders shall choose one of their number to be chairman.

66.If within half an hour from the time appointed for a general meeting a quorum is not present, the meeting, if it was convened pursuant to a requisition of shareholders, shall be dissolved; if it was convened in any other way, it shall stand adjourned to the same day, in the next week, at the same time and place. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the shareholders present shall be a quorum and may hold the meeting.

67.Subject to the Act, at any general meeting a resolution put to the meeting shall be decided by a show of hands unless, either before or on the declaration of the result of the show of hands, a poll is demanded by the chairman, a shareholder or a proxyholder; and unless a poll is so demanded, a declaration by the chairman that the resolution has been carried, carried by a particular majority, lost or not carried by a particular majority and an entry to that effect in the Company’s book of proceedings shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

68.When a poll is demanded, it shall be taken in such manner and at such time and place as the chairman directs, and either at once or after an interval or adjournment or otherwise. The result of the poll shall be the resolution of the meeting at which the poll was demanded. The demand of a poll may be withdrawn. When any dispute occurs over the admission or rejection of a vote, it shall be resolved by the chairman and such determination made in good faith shall be final and conclusive.

69.The chairman shall not have a casting vote in addition to any vote or votes that the chairman has as a shareholder.

11

70.The chairman of a general meeting may with the consent of the meeting adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting that was adjourned.

71.Any poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith without adjournment.

72.The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

VOTES OF SHAREHOLDERS

73.Subject to the Act and to any provisions attached to any class or series of shares concerning or restricting voting rights:

(1)on a show of hands every shareholder entitled to vote present in person, every duly authorized representative of a corporate shareholder, and, if not prevented from voting by the Act, every proxyholder, shall have one vote; and

(2)on a poll every shareholder present in person, every duly authorized representative of a corporate shareholder, and every proxyholder, shall have one vote for every share held;

whether or not such representative or proxyholder is a shareholder.

74.Any person entitled to transfer shares upon the death or bankruptcy of any shareholder or in any way other than by allotment or transfer may vote at any general meeting in respect thereof in the same manner as if such person were the registered holder of such shares so long as the directors are satisfied at least 48 hours before the time of holding the meeting of such person’s right to transfer such shares.

75.Where there are joint registered holders of any share, any of such holders may vote such share at any meeting, either personally or by proxy, as if solely entitled to it. If more than one joint holder is present at any meeting, personally or by proxy, the one whose name stands first on the Register in respect of such share shall alone be entitled to vote it. Several executors or administrators of a deceased shareholder in whose name any share stands shall for the purpose of this Article be deemed joint holders thereof.

76.Votes may be cast either personally or by proxy or, in the case of a corporate shareholder by a representative duly authorized under the Act.

77.A proxy shall be in writing and executed in the manner provided in the Act. A proxy or other authority of a corporate shareholder does not require its seal.

78.A shareholder of unsound mind in respect of whom an order has been made by any court of competent jurisdiction may vote by guardian or other person in the nature of a guardian appointed by that court, and any such guardian or other person may vote by proxy.

12

79.A proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Office of the Company or at such other place as the directors may direct. The directors may, by resolution, fix a time not exceeding 48 hours excluding Saturdays and holidays preceding any meeting or adjourned meeting before which time proxies to be used at that meeting must be deposited with the Company at its Office or with an agent of the Company. Notice of the requirement for depositing proxies shall be given in the notice calling the meeting. The chairman of the meeting shall determine all questions as to validity of proxies and other instruments of authority.

80.A vote given in accordance with the terms of a proxy shall be valid notwithstanding the previous death of the principal, the revocation of the proxy, or the transfer of the share in respect of which the vote is given, provided no intimation in writing of the death, revocation or transfer is received at the Office of the Company before the meeting or by the chairman of the meeting before the vote is given.

81.Every form of proxy shall comply with the Act and its regulations and subject thereto may be in the following form:

I,           of         being a shareholder of                hereby appoint           of              (or failing him/her            of             ) as my proxyholder to attend and to vote for me and on my behalf at the ordinary/special general meeting of the Company, to be held on the day of and at any adjournment thereof, or at any meeting of the Company which may be held prior to [insert specified date or event].

[If the proxy is solicited by or behalf of the management of the Company, insert a statement to that effect.]

Dated this    day of               .

Shareholder

82.Subject to the Act, no shareholder shall be entitled to be present or to vote on any question, either personally or by proxy, at any general meeting or be reckoned in a quorum while any call is due and payable to the Company in respect of any of the shares of such shareholder.

83.Any resolution passed by the directors, notice of which has been given to the shareholders in the manner in which notices are hereinafter directed to be given and which is, within one month after it has been passed, ratified and confirmed in writing by shareholders entitled on a poll to three-fifths of the votes, shall be as valid and effectual as a resolution of a general meeting. This Article shall not apply to a resolution for winding up the Company or to a resolution dealing with any matter that by statute or these Articles ought to be dealt with by a special resolution or other method prescribed by statute.

13

84.A resolution, including a special resolution, in writing and signed by every shareholder who would be entitled to vote on the resolution at a meeting is as valid as if it were passed by such shareholders at a meeting and satisfies all of the requirements of the Act respecting meetings of shareholders.

DIRECTORS

85.Unless otherwise determined by resolution of shareholders, the number of directors shall not be less than one or more than ten.

86.Notwithstanding anything herein contained the subscribers to the Memorandum shall be the first directors of the Company.

87.The directors may be paid out of the funds of the Company as remuneration for their service such sums, if any, as the Company may by resolution of its shareholders determine, and such remuneration shall be divided among them in such proportions and manner as the directors determine. The directors may also be paid their reasonable travelling, hotel and other expenses incurred in attending meetings of directors and otherwise in the execution of their duties as directors.

88.The continuing directors may act notwithstanding any vacancy in their body, but if their number falls below the minimum permitted, the directors shall not, except in emergencies or for the purpose of filling vacancies, act so long as their number is below the minimum.

89.A director may, in conjunction with the office of director, and on such terms as to remuneration and otherwise as the directors arrange or determine, hold any other office or place of profit under the Company or under any company in which the Company is a shareholder or is otherwise interested.

90.The office of a director shall ipso facto be vacated, if the director:

(1)becomes bankrupt or makes an assignment for the benefit of creditors;

(2)is, or is found by a court of competent jurisdiction to be, of unsound mind;

(3)by notice in writing to the Company, resigns the office of director, or

(4)is removed in the manner provided by these Articles.

91.No director shall be disqualified by holding the office of director from contracting with the Company, either as vendor, purchaser, or otherwise, nor shall any such contract, or any contract or arrangement entered into or proposed to be entered into by or on behalf of the Company in Which any director is in any way interested, either directly or indirectly, be avoided, nor shall any director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or arrangement by reason only of such director holding that office or of the fiduciary relations thereby established, provided the

14

director makes a declaration or gives a general notice in accordance with the Act. No director shall, as a director, vote in respect of any contract or arrangement in which the director is so interested, and if the director does so vote, such vote shall not be counted. This prohibition may at any time or times be suspended or relaxed to any extent by a resolution of the shareholders and shall not apply to any contract by or on behalf of the Company to give to the directors or any of them any security for advances or by way of indemnity.

ELECTION OF DIRECTORS

92.At the dissolution of every ordinary general meeting at which their successors are elected, all the directors shall retire from office and be succeeded by the directors elected at such meeting. Retiring directors shall be eligible for re-election.

93.If at any ordinary general meeting at which an election of directors ought to take place no such election takes place, or if no ordinary general meeting is held in any year or period of years, the retiring directors shall continue in office until their successors are elected.

94.The Company may by resolution of its shareholders elect any number of directors permitted by these Articles and may determine or alter their qualification.

95.The Company may, by special resolution or in any other manner permitted by statute, remove any director before the expiration of such director’s period of office and may, if desired, appoint a replacement to hold office during such time only as the director so removed would have held office.

96.The directors may appoint any other person as a director so long as the total number of directors does not at any time exceed the maximum number permitted. No such appointment, except to fill a casual vacancy, shall be effective unless two-thirds of the directors concur in it. Any casual vacancy occurring among the directors may be filled by the directors, but any person so chosen shall retain office only so long as the vacating director would have retained it if the vacating director had continued as director.

MANAGING DIRECTOR

97.The directors may appoint one or more of their body to be managing directors of the Company, either for a fixed term or otherwise, and may remove or dismiss them from office and appoint replacements.

98.Subject to the provisions of any contract between a managing director and the Company, a managing director shall be subject to the same provisions as to resignation and removal as the other directors of the Company. A managing director who for any reason ceases to hold the office of director shall ipso facto immediately cease to be a managing director.

15

99.The remuneration of a managing director shall from time to time be fixed by the directors and may be by way of any or all of salary, commission and participation in profits.

100.The directors may from time to time entrust to and confer upon a managing director such of the powers exercisable under these Articles by the directors as they think fit, and may confer such powers for such time, and to be exercised for such objects and purposes and upon such terms and conditions, and with such restrictions as they think expedient; add they may confer such powers either collaterally with, or to the exclusion of, and in substitution for, all or any of the powers of the directors in that behalf; and may from time to time revoke, withdraw, alter or vary all or any of such powers.

CHAIRMAN OF THE BOARD

101.The directors may elect one of their number to be Chairman and may determine the period during which the Chairman is to hold office. The Chairman shall perform such duties and receive such special remuneration as the directors may provide.

PRESIDENT AND VICE-PRESIDENTS

102.The directors shall elect the President of the Company, who need not be a director, and may determine the period for which the President is to hold office. The President shall have general supervision of the business of the Company and shall perform such duties as may be assigned from time to time by the directors.

103.The directors may also elect vice-presidents, who need not be directors, and may determine the periods for which they are to hold office. A vice-president shall, at the request of the President or the directors and subject to the directions of the directors, perform the duties of the President during the absence, illness or incapacity of the President, and shall also perform such duties as may be assigned by the President or the directors.

SECRETARY AND TREASURER

104.The directors shall appoint a Secretary of the Company to keep minutes of shareholders’ and directors’ meetings and perform such other duties as may be assigned by the directors. The directors may also appoint a temporary substitute for the Secretary who shall, for the purposes of these Articles, be deemed to be the Secretary.

105.The directors may appoint a treasurer of the Company to carry out such duties as the directors may assign.

OFFICERS

106.The directors may elect or appoint such other officers of the Company, having such powers and duties, as they think fit.

16

107.If the directors so decide the same person may hold more than one of the offices provided for in these Articles.

PROCEEDINGS OF DIRECTORS

108.The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings, as they think fit, and may determine the quorum necessary for the transaction of business. Until otherwise determined, one director shall constitute a quorum and may hold a meeting.

109.If all directors of the Company entitled to attend a meeting either generally or specifically consent, a director may participate in a meeting of directors or of a committee of directors by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at that meeting for purposes of these Articles.

110.Meetings of directors may be held either within or without the Province of Nova Scotia and the directors may from time to time make arrangements relating to the time and place of holding directors’ meetings, the notices to be given for such meetings and what meetings may be held without notice. Unless otherwise provided by such arrangements:

(1)A meeting of directors may be held at the close of every ordinary general meeting of the Company without notice.

(2)Notice of every other directors’ meeting may be given as permitted by these Articles to each director at least 48 hours before the time fixed for the meeting.

(3)A meeting of directors may be held without formal notice if all the directors are present or if those absent have signified their assent to such meeting or their consent to the business transacted at such meeting.

111.The President or any director may at any time, and the Secretary, upon the request of the President or any director, shall summon a meeting of the directors to be held at the Office of the Company. The President, the Chairman or a majority of the directors may at any time, and the Secretary, upon the request of the President, the Chairman or a majority of the directors shall, summon a meeting to be held elsewhere.

112.(1)Questions arising at any meeting of directors shall be decided by a majority of votes. The chairman of the meeting may vote as a director but shall not have a second or casting vote.

(2)At any meeting of directors the chairman shall receive and count the vote of any director not present in person at such meeting on any question or matter arising at such meeting whenever such absent director has indicated by telegram, letter or other writing lodged with the chairman of such meeting the manner in which the absent director desires to vote on such question or matter and such question or matter has

17

been specifically mentioned in the notice calling the meeting as a question or matter to be discussed or decided thereat. In respect of any such question or matter so mentioned in such notice any director may give to any other director a proxy authorizing such other director to vote for such first named director at such meeting, and the chairman of such meeting, after such proxy has been so lodged, shall receive and count any vote given in pursuance thereof notwithstanding the absence of the director giving such proxy.

113.If no Chairman is elected, or if at any meeting of directors the Chairman is not present within five minutes after the time appointed for holding the meeting, or declines to take the chair, the President if a director, shall preside. If the President is not a director, is not present at such time or declines to take the chair, a vice-president who is also a director shall preside. If no person described above is present at such time and willing to take the chair, the directors present shall choose some one of their number to be chairman of the meeting.

114.A meeting of the directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions for the time being vested in or exercisable by the directors generally.

115.The directors may delegate any of their powers to committees consisting of such number of directors as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the directors.

116.The meetings and proceedings of any committee of directors shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the directors insofar as they are applicable and are not superseded by any regulations made by the directors.

117.All acts done at any meeting of the directors or of a committee of directors or by any person acting as a director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of the director or person so acting, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.

118.A resolution in writing and signed by every director who would be entitled to vote on the resolution at a meeting is as valid as if it were passed by such directors at a meeting.

119.If any one or more of the directors is called upon to perform extra services or to make any special exertions in going or residing abroad or otherwise for any of the purposes of the Company or the business thereof, the Company may remunerate the director or directors so doing, either by a fixed sum or by a percentage of profits or otherwise. Such remuneration shall be determined by the directors and may be either in addition to or in substitution for remuneration otherwise authorized by these Articles.

18

REGISTERS

120.The directors shall cause to be kept at the Company’s Office in accordance with the provisions of the Act a Register of the shareholders of the Company, a register of the holders of bonds, debentures and other securities of the Company and a register of its directors. Branch registers of the shareholders and of the holders of bonds, debentures and other securities may be kept elsewhere, either within or without the Province of Nova Scotia, in accordance with the Act.

MINUTES

121.The directors shall cause minutes to be entered in books designated for the purpose:

(1)of all appointments of officers;

(2)of the names of directors present at each meeting of directors and of any committees of directors;

(3)of all orders made by the directors and committees of directors; and

(4)of all resolutions and proceedings of meetings of shareholders and of directors.

Any such minutes of any meeting of directors or of any committee of directors or of shareholders, if purporting to be signed by the chairman of such meeting or by the chairman of the next Succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minutes.

POWERS OF DIRECTORS

122.The management of the business of the Company is vested in the directors who, in addition to the powers and authorities by these Articles or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not hereby or by statute expressly directed or required to be exercised or done by the shareholders, but subject nevertheless to the provisions of any statute, the Memorandum or these Articles. No modification of the Memorandum or these Articles shall invalidate any prior act of the directors that would have been valid if such modification had not been made.

123.Without restricting the generality of the terms of any of these Articles and without prejudice to the powers conferred thereby, the directors may:

(1)take such steps as they think fit to carry out any agreement or contract made by or on behalf of the Company;

(2)pay costs, charges and expenses preliminary and incidental to the promotion, formation, establishment, and registration of the Company;

19

(3)purchase or otherwise acquire for the Company any property, rights or privileges that the Company is authorized to acquire, at such price and generally on such terms and conditions as they think fit;

(4)pay for any property, rights or privileges acquired by, or services rendered to the Company either wholly or partially in cash or in shares (fully paid-up or otherwise), bonds, debentures or other securities of the Company;

(5)subject to the Act, secure the fulfilment of any contracts or engagements entered into by the Company by mortgaging or charging all or any of the property of the Company and its unpaid capital for the time being, or in such other manner as they think fit;

(6)appoint, remove or suspend at their discretion such experts, managers, secretaries, treasurers, officers, clerks, agents and servants for permanent, temporary or special services, as they from time to time think fit, and determine their powers and duties and fix their salaries or emoluments and require security in such instances and to such amounts as they think fit;

(7)accept a surrender of Shares from any shareholder insofar as the law permits and on such terms and conditions as may be agreed;

(8)appoint any person or persons to accept and hold in trust for the Company any property belonging to the Company, or in which it is interested, execute and do all such deeds and things as may be required in relation to such trust, and provide for the remuneration of such trustee or trustees;

(9)institute, conduct, defend, compound or abandon any legal proceedings by and against the Company, its directors or its officers or otherwise concerning the affairs of the Company, and also compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company;

(10)refer any claims or demands by or against the Company to arbitration and observe and perform the awards;

(11)make and give receipts, releases and other discharges for amounts payable to the Company and for claims and demands of tile Company;

(12)determine who may exercise the borrowing powers of the Company and sign on the Company’s behalf bonds, debentures or other securities, bills, notes, receipts, acceptances, assignments, transfers, hypothecations, pledges, endorsements, cheques, drafts, releases, contracts, agreements and all other instruments and documents;

(13)provide for the management of the affairs of the Company abroad in such manner as they think fit, and in particular appoint any person to be the attorney or agent of the Company with such powers (including power to sub-delegate) and upon such terms as may be thought fit;

20

(14)invest and deal with any funds of the Company in such securities and in such manner as they think fit; and vary or realize such investments;

(15)subject to the Act, execute in the name and on behalf of the Company in favour of any director or other person who may incur or be about to incur any personal liability for the benefit of the Company such mortgages of the Company’s property, present and future, as they think fit;

(16)give any officer of employee of the Company a commission on the profits of any particular business or transaction or a share in the general profits of the Company;

(17)set aside out of the profits of the Company before declaring any dividend such amounts as they think proper as a reserve fund to meet contingencies or provide for dividends, depreciation, repairing, improving and maintaining any of the property of the Company and such other purposes as the directors may in their absolute discretion think in the interests of the Company; and invest such amounts in such investments as they think fit, and deal with and vary such investments, and dispose of all or any part of them for the benefit of the Company, and divide the reserve fund into such special funds as they think fit, with full power to employ the assets constituting the reserve fund in the business of the Company without being bound to keep them separate from the other assets;

(18)make, vary and repeal rules respecting the business of the Company, its officers and employees, the shareholders of the Company or any section or class of them;

(19)enter into all such negotiations and contracts, rescind and vary all such contracts, and execute and do all such acts, deeds and things in the name and on behalf of the Company as they consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company;

(20)provide for the management of the affairs of the Company in such manner as they think fit.

SOLICITORS

124.The Company may employ or retain solicitors any of whom may, at the request or on the instruction of the directors, the Chairman, the President or a managing director, attend meetings of the directors or shareholders, whether or not the solicitor is a shareholder or a director of the Company. A solicitor who is also a director may nevertheless charge for services rendered to the Company as a solicitor.

THE SEAL

125.The directors shall arrange for the safe custody of the common seal of the Company (the “Seal”). The Seal may be affixed to any instrument in the presence of and contemporaneously with the attesting signature of (i) any director or officer acting within such person’s authority

21

or (ii) any person under the authority of a resolution of the directors or a committee thereof. For the purpose of certifying documents or proceedings the Seal may be affixed by any director of the President, a vice-president, the Secretary, an assistant secretary or any other officer of the Company without the authorization of a resolution of the directors.

126.The Company may have facsimiles of the Seal which may be used interchangeably with the Seal.

127.The Company may have for use at any place outside the Province of Nova Scotia, as to all matters to which the corporate existence and capacity of the Company extends, an official seal that is a facsimile of the Seal of the Company with the addition on its face of the name of the place where it is to be used; and the Company may by writing under its Seal authorize any person to affix such official seal at such place to any document to which the Company is a party.

DIVIDENDS

128.The directors may from time to time declare such dividend as they deem proper upon shares of the Company according to the rights and restrictions attached to any class or series of shares, and may determine the date upon which such dividend will be payable and that it will be payable to the persons registered as the holders of the shares on which it is declared at the close of business upon a record date. No transfer of such shares registered after the record date shall pass any right to the dividend so declared.

129.Dividends may be paid as permitted by law and, without limitation, may be paid out of the profits, retained earnings or contributed surplus of the Company. No interest shall be payable on any dividend except insofar as the rights attached to any class or series of shares provide otherwise.

130.The declaration of the directors as to the amount of the profits, retained earnings or contributed surplus of the Company shall be conclusive.

131.The directors may from time to time pay to the shareholders such interim dividends as in their judgment the position of the Company justifies.

132.Subject to these Articles and the rights and restrictions attached to any class or series of shares, dividends may be declared and paid to the shareholders in proportion to the amount of capital paid-up on the shares (not including any capital paid-up bearing interest) held by them respectively.

133.The directors may deduct from the dividends payable to any shareholder amounts due and payable by the shareholder to the Company on account of calls, instalments or otherwise, and may apply the same in or towards satisfaction of such amounts so due and payable.

22

134.The directors may retain any dividends on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

135.The directors may retain the dividends payable upon shares to which a person is entitled or entitled to transfer upon the death or bankruptcy of a shareholder or in any way other than by allotment or transfer, until such person has become registered as the holder of such shares or has duly transferred such shares.

136.When the directors declare a dividend on a class or series of shares and also make a call on such shares payable on or before the date on which the dividend is payable, the directors may retain all or part of the dividend and set off the amount retained against the call.

137.The directors may declare that a dividend be paid by the distribution of cash, paid-up shares (at par or at a premium), debentures, bonds or other securities of the Company or of any other company or any other specific assets held or to be acquired by the Company or in any one or more of such ways.

138.The directors may settle any difficulty that may arise in regard to the distribution of a dividend as they think expedient, and in particular without restricting the generality of the foregoing may issue fractional certificates, may fix the value for distribution of any specific assets, may determine that cash payments will be made to any shareholders upon the footing of the value so fixed or that fractions may be disregarded in order to adjust the rights of all parties, and may vest cash or specific assets in trustees upon such trusts for the persons entitled to the dividend as may seem expedient to the directors.

139.Any person registered as a joint holder of any share may give effectual receipts for all dividends and payments on account of dividends in respect of such share.

140.Unless otherwise determined by the directors, any dividend may be paid by a cheque or warrant delivered to or sent through the post to the registered address of the shareholder entitled, or, when there are joint holders, to the registered address of that one whose name stands first on the register for the shares jointly held. Every cheque or warrant so delivered or sent shall be made payable to the order of the person to whom it is delivered or sent. The mailing or other transmission to a shareholder at the shareholder’s registered address (or, in the case of joint shareholders at the address of the holder whose name stands first on the register) of a cheque payable to the order of the person to whom it is addressed for the amount of any dividend payable in cash after the deduction of any tax which the Company has properly withheld, shall discharge the Company’s liability for the dividend unless the cheque is not paid on due presentation. If any cheque for a dividend payable in cash is not received, the Company shall issue to the shareholder a replacement cheque for the same amount on such terms as to indemnity and evidence of non-receipt as the directors may impose. No shareholder may recover by action or other legal process against the Company any dividend represented by a cheque that has not been duly presented to a banker of the Company for payment or that otherwise remains unclaimed for 6 years from the date on which it was payable.

23

ACCOUNTS

141.The directors shall cause proper books of account to be kept of the amounts received and expended by the Company, the matters in respect of which such receipts and expenditures take place, all sales and purchases of goods by the Company, and the assets, credits and liabilities of the Company.

142.The books of account shall be kept at the head office of the Company or at such other place or places as the directors may direct.

143.The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions the accounts and books of the Company or any of them shall be open to inspection of the shareholders, and no shareholder shall have any right to inspect any account or book or document of the Company except as conferred by statute or authorized by the directors or a resolution of the shareholders.

144.At the ordinary general meeting in every year the directors shall lay before the Company such financial statements and reports in connection therewith as may be required by the Act or other applicable statute or regulation thereunder and shall distribute copies thereof at such times and to such persons as may be required by statute or regulation.

AUDITORS AND AUDIT

145.Except in respect of a financial year for which the Company is exempt from audit requirements in the Act, the Company shall at each ordinary general meeting appoint an auditor or auditors to hold office until the next ordinary general meeting. If at any general meeting at which the appointment of an auditor or auditors is to take place and no such appointment takes place, or if no ordinary general meeting is held in any year or period of years, the directors shall appoint an auditor or auditors to hold office until the next ordinary general meeting.

146.The first auditors of the Company may be appointed by the directors at any time before the first ordinary general meeting and the auditors so appointed shall hold office until such meeting unless previously removed by a resolution of the shareholders, in which event the shareholders may appoint auditors.

147.The directors may fill any casual vacancy in the office of the auditor but while any such vacancy continues the surviving or continuing auditor or auditors, if any, may act.

148.The Company may appoint as auditor any person, including a shareholder, not disqualified by statute.

149.An auditor may be removed or replaced in the circumstances and in the manner specified in the Act.

24

150.The remuneration of the auditors shall be fixed by the shareholders, or by the directors pursuant to authorization given by the shareholders, except that the remuneration of an auditor appointed to fill a casual vacancy may be fixed by the directors.

151.The auditors shall conduct such audit as may be required by the Act and their report, if any, shall be dealt with by the Company as required by the Act.

NOTICES

152.A notice (including any communication or document) shall be sufficiently given, delivered or served by the Company upon a shareholder, director, officer or auditor by personal delivery at such person’s registered address (or, in the case of a director, officer or auditor, last known address) or by prepaid mail, telegraph, telex, facsimile machine or other electronic means of communication addressed to such person at such address.

153.Shareholders having no registered address shall not be entitled to receive notice.

154.All notices with respect to registered shares to which persons are jointly entitled may be sufficiently given to all joint holders thereof by notice given to whichever of such persons is named first in the Register for such shares.

155.Any notice sent by mail shall be deemed to be given, delivered or served on the earlier of actual receipt and the third business day following that upon which it is mailed, and in proving such service it shall be sufficient to prove that the notice was properly addressed and mailed with the postage prepaid thereon. Any notice given by electronic means of communication shall be deemed to be given when entered into the appropriate transmitting device for transmission. A certificate in writing signed on behalf of the Company that the notice was so addressed and mailed or transmitted shall be conclusive evidence thereof.

156.Every person who by operation of law, transfer or other means whatsoever becomes entitled to any share shall be bound by every notice in respect of such share that prior to such person’s name and address being entered on the Register was duly served in the manner hereinbefore provided upon the person from whom such person derived title to such share.

157.Any notice delivered, sent or transmitted to the registered address of any shareholder pursuant to these Articles, shall, notwithstanding that such shareholder is then deceased and that the Company has notice thereof, be deemed to have been served in respect of any registered shares, whether held by such deceased shareholder solely or jointly with other persons, until some other person is registered as the holder or joint holder thereof, and such service shall for all purposes of these Articles be deemed a sufficient service of such notice on the heirs, executors or administrators of the deceased shareholder and all joint holders of such shares.

158.Any notice may bear the name or signature, manual or reproduced, of the person giving the notice written or printed.

25

159.When a given number of days’ notice or notice extending over any other period is required to be given, the day of service and the day upon which such notice expires shall not, unless it is otherwise provided, be counted in such number of days or other period.

INDEMNITY

160.Every director or officer, former director of officer, or person who acts or acted at the Company’s request, as a director or officer of the Company, a body corporate, partnership or other association of which the Company 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, shall he indemnified by the Company against, and it shall be the duty of the directors out of the funds of the Company 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, 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 the Company or such body corporate, partnership or other association, whether the Company is a claimant or party to such action or proceeding or otherwise; and the amount for which such indemnity is proved shall immediately attach as a lien on the property of the Company and have priority as against the shareholders over all other claims.

161.No director or officer, former director or officer, or person who acts or acted at the Company’s request, as a director or officer of the Company, a body corporate, partnership or other association of Which the Company 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 the Company through the insufficiency or deficiency of title to any property acquired for or on behalf of the Company, or through the insufficiency or deficiency of any security in or upon which any of the funds of the Company 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.

EXECUTION OF DOCUMENTS AND INSTRUMENTS

162.Deeds, transfers, assignments, contracts, obligations, certificates and other instruments and documents of any description whatsoever shall be effectively authorized by and signed on behalf of the Company if signed by any director or officer acting within such person’s authority, whether under seal or otherwise as such signatories may see fit. In addition, the board of directors or the shareholders may from time to time by resolution direct the manner in which and the person or persons by whom any particular document or instrument or class of documents or instruments may or shall be signed. Any articles, notice, resolution, requisition, statement or other document or instrument required or permitted to be executed by more than one person may be executed in several documents or instruments of like form each of which is

26

executed by one or more of such persons, and such documents or instruments, when duly executed by all persons required or permitted, as the Case May be, to do so, shall be deemed to constitute one document for all relevant purposes. The secretary or any other officer or any director may sign certificates and similar instruments on the Company’s behalf with respect to any factual matters relating to the Company’s business and affairs, including certificates verifying copies of the constating documents, resolutions and minutes of meetings of the Company.

REMINDERS

163.The directors shall comply with the following provisions of the Act or the Corporations Registration Act (Nova Scotia) where indicated:

(1)Keep a current register of shareholders (Section 42).

(2)Keep a current register of directors, officers and managers, send to the Registrar a copy thereof and notice of all changes therein (Section 98).

(3)Keep a current register of holders of bonds, debentures and other securities (Section 111 and Third Schedule).

(4)Call a general meeting every year within the proper time (Section 83). Meetings must be held not later than 15 months after the preceding general meeting.

(5)Send to the Registrar copies of all special resolutions (Section 88).

(6)Send to the Registrar notice of the address of the Company’s Office and of all changes in such address (Section 79).

(7)Keep proper minutes of all shareholders’ meetings and directors’ meetings in the Company’s minute book kept at the Company’s Office (Sections 89 and 90).

(8)Obtain a certificate under the Corporations Registration Act (Nova Scotia) as soon as business is commenced.

(9)Send notice of recognized agent to the Registrar under the Corporations Registration Act (Nova Scotia).

27

Name of Subscriber

/s/ Charles S. Reagh

Dated at Halifax, Nova Scotia the 9th day of September, 2004.

Witness to above signature:

/s/ Lori Euloth

Halifax, Nova Scotia

28

MOLSON COORS CALLCO ULC

(the “Company”)

SPECIAL RESOLUTION OF THE SOLE SHAREHOLDER

RECITALS:

A.The authorized capital of the Company consists of 1,000,000,000 common shares without nominal or par value.

B.The Company wishes to authorize the issuance of a class of preference shares.

RESOLVED AS A SPECIAL RESOLUTION THAT:

1.The authorized capital of the Company, and section 6 of the Articles of Association of the Company (the “Articles”), be amended to provide for the creation of 100,000,000,000 preference shares without nominal or par value, each having the rights, restrictions, conditions and limitations set out in Annex 1 hereto attributable to shares of such class.

2.To the foregoing intent, Article 6 of the Articles shall immediately following the enactment of this resolution read as follows:

(a)The capital of the company shall consist of 1,000,000,000 common shares and 100,000,000,000 preference shares, all without nominal or par value and having the rights, restrictions, conditions and limitations set out in Annex 1 hereto, with the power to divide the shares in the capital for the time being into classes or series and to attach thereto respectively any preferred, deferred or qualified rights, privileges or conditions, including restrictions on voting rights and including redemption, purchase and other acquisition of such shares, subject, however, to the provisions of the Act.

3.Annex 1 to this resolution shall immediately following the enactment of this resolution become Annex 1 to the Articles.

4.Any director of officer of the Company is hereby directed to file a certified copy of this resolution at the office of the Registrar of Joint Stock Companies for the Province of Nova Scotia as required by the Companies Act (Nova Scotia) and any director or officer of the Company be and is hereby authorized to take such steps as may be required for giving full effect to such authorization and for the signing, preparation and filing of all such forms, documents and other writings as may be required therefor as such director or officer may deem appropriate.

*              *              *

CERTIFICATE

I hereby certify that the foregoing resolution is a true copy of a special resolution duly passed by being signed by all of the shareholders of the Company who would be entitled to vote on the Resolution at a meeting, all in accordance with the provisions of sub-section 92(1) of the Companies Act (Nova Scotia).

WITNESS my hand this 4th day of March, 2005.

COORS BREWING COMPANY
INTERNATIONAL, INC.
By:	/s/ Annita M. Menogan
	Name:	Annita M. Menogan
	Title:	Secretary

2

ANNEX 1

COMMON SHARE PROVISIONS OF MOLSON COORS CALLCO ULC

1.Dividends

Subject to the rights of the holders of Preference Shares, the holders of the Common Shares shall be entitled to receive and the Company shall pay thereon, as and when declared by the board of directors out of the moneys of the Company properly applicable to the payment of dividends, such dividends as may be declared thereon by the board of directors.

2.Voting Rights

Except as otherwise provided in Companies Act (Nova Scotia) (the “Act”), the holders of the Common Shares shall be entitled to receive notice of, and to attend or to vote at, any meeting of the shareholders of the Company.

3.Liquidation, Dissolution or Winding-up

Subject to the rights of the holders of Preference Shares, in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other return of capital or distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of the Common Shares shall be entitled to receive the balance of the assets of the Company.

PREFERENCE SHARE PROVISIONS OF MOLSON COORS CALLCO ULC

1.Definitions

With respect to the Preference Shares, the following terms shall have the meanings ascribed to them below:

(a)“Act” means the Companies Act (Nova Scotia).

(b)“Redemption Amount” in respect of each Preference Share means Cdn. $1.00.

(c)“Redemption Price” in respect of each Preference Share means the Redemption Amount together with all dividends declared thereon and unpaid up to the date of liquidation, dissolution or winding up or the date of redemption, as the case may be.

2.Dividends

The holders of the Preference Shares shall be entitled to receive and the Company shall pay thereon, as and when declared by the board of directors out of the moneys of the Company properly applicable to the payment of dividends, non-cumulative preferential dividends at a rate per share of 5% of the Redemption Amount per annum.

Payment of dividends (less any tax required to be withheld by the Company) shall, subject as hereinafter provided, be made by cheque of the Company payable at par at any branch in Canada

of the Company’s bankers or in such other manner as the payee may approve. Dividends which are represented by a cheque which has not been presented to the Company’s bankers for payment or that otherwise remain unclaimed for a period of six years from the date on which they were declared to be payable shall be forfeited to the Company.

Except with the consent in writing of the holders of all the Preference Shares outstanding, no dividends shall at any time be declared and paid, or declared and set aside for payment, on the Common Shares or any other shares of the Company ranking junior to the Preference Shares, in any year, unless dividends as provided for above have been declared on the Preference Shares for such year and the full amount of the dividends declared for such year on the Preference Shares then issued and outstanding shall have been paid, or provided for, at the date of such declaration and payment or setting aside of dividends on the Common Shares or other shares of the Company ranking junior to the Preference Shares.

The holders of the Preference Shares shall not be entitled to any dividends other than or in excess of the dividends hereinbefore provided for.

3.No Voting Rights

Except as otherwise provided in the Act, the holders of the Preference Shares shall not be entitled to receive notice of, or to attend or to vote at, any meeting of the shareholders of the Company.

4.Liquidation, Dissolution or Winding-up

In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other return of capital or distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of the Preference Shares shall be entitled to receive in respect of each such share, before any distribution of any part of the assets of the Company among the holders of the Common Shares and any other shares of the Company ranking junior to the Preference Shares, an amount equal to the Redemption Price. After payment to the holders of the Preference Shares of the amount so payable to such holders as herein provided, the holders of the Preference Shares shall not be entitled to share in any further distribution of the property or assets of the Company.

5.Redemption at the Option of the Company

Subject to any applicable law, the Company shall, at its option, be entitled to redeem at any time or times all or any part of the Preference Shares registered in the name of any holder of any such Preference Shares on the books of the Company with or without the consent of such holder by giving notice in writing to such holder, (unless such notice is waived by the holder) specifying:

(a)that the Company desires to redeem all or any part of the Preference Shares registered in the name of such holder;

(b)if part only of the Preference Shares registered in the name of such holder is to be redeemed, the number thereof to be so redeemed;

2

(c)the Redemption Price;

(d)the business day (in this paragraph referred to as the “Redemption Date”) on which the Company desires to redeem such Preference Shares. The Redemption Date shall be the date that is 30 day(s) after the date on which the notice is given by the Company or such other date as the Company and such holder may agree; and

(e)the place of redemption.

The Company shall, on the Redemption Date, redeem all Preference Shares so called for redemption by paying to such holder an amount equal to the aggregate Redemption Price (less any tax required to be withheld by the Company) on presentation and surrender of the certificate(s) for such Preference Shares at such place as may be specified in such notice. The certificate(s) for such Preference Shares shall thereupon be cancelled and the Preference Shares represented thereby shall thereupon be redeemed. Payment of the aggregate Redemption Price for the Preference Shares to be redeemed shall be made, at the option of the Company, (i) by delivery to such holder of a cheque of the Company payable at par at any branch in Canada of the Company’s bankers; or (ii) by wire transfer by the Company to the holder of the Preference Shares; or (iii) by a demand note with a principal amount equal to the aggregate Redemption Price for the Preference Shares to be redeemed. From and after the Redemption Date, such Preference Shares shall cease to be entitled to dividends and the holder thereof shall not be entitled to exercise any of the rights of holders of Preference Shares in respect thereof unless payment of the Redemption Price is not made on the Redemption Date, in which case the rights of the holder of the Preference Shares shall remain unaffected until payment in full of the Redemption Price.

Where at any time, some, but not all, of such Preference Shares are to be redeemed, the Preference Shares to be redeemed shall be selected by lot in such manner as the board of directors determines, or as nearly as may be in proportion to the number of Preference Shares registered in the name of each holder, or in such other manner as the board of directors determines.

6.Redemption at the Option of the Holder

Subject to any applicable law, a holder of Preference Shares shall be entitled to require the Company to redeem at any time or times any Preference Shares registered in the name of such holder on the books of the Company by providing five years notice to the Company (as provided for in (c) below) and by tendering to the Company at its registered office a share certificate representing the Preference Share which the holder desires to have the Company redeem together with a request in writing (in this paragraph referred to as a “Redemption Demand”), (unless such request is waived by the Company) specifying:

(a)that the holder desires to have one or more Preference Shares represented by such certificate redeemed by the Company;

3

(b)if such certificate represents more than one Preference Share, the number of Preference Shares to be redeemed; and

(c)the business day (in this paragraph referred to as the “Redemption Date”) on which the holder desires to have the Company redeem such Preference Shares which shall be at least five years from the date of the Redemption Demand.

The Company shall, on such Redemption Date, redeem all Preference Shares required to be redeemed by paying to such holder an amount equal to the aggregate Redemption Price (less any tax required to be withheld by the Company) on presentation and surrender of the certificate(s) for the Preference Shares to be so redeemed at the registered office of the Company. The certificate(s) for such Preference Shares shall thereupon be cancelled and the Preference Shares represented thereby shall thereupon be redeemed. Payment of the aggregate Redemption Price for the Preference Shares to be redeemed shall be made, at the option of the Company, (i) by delivery to such holder of a cheque of the Company payable at par at any branch in Canada of the Company’s bankers; (ii) by wire transfer by the Company to the holder of the Preference Shares; or (iii) by a demand note with a principal amount equal to, the aggregate Redemption Price for the Preference Shares to be redeemed. From and after the Redemption Date, such Preference Shares shall cease to be entitled to dividends and the holder thereof shall not be entitled to exercise any of the rights of holders of Preference Shares in respect thereof unless payment of the said Redemption Price is not made on the Redemption Date, in which case the rights of the holder of the Preference Shares shall remain unaffected until payment in full of the Redemption Price.

7.Partial Redemption

If fewer than all Preference Shares represented by a certificate are redeemed, the holder shall be entitled to receive, at the expense of the Company, a new certificate representing the Preference Shares which have not been redeemed.

8.Restriction on Dividends and Other Distributions

Except with the consent in writing of the holders of all the Preference Shares outstanding, no dividends shall at any time be declared and paid, or declared and set aside for payment, and no other distributions shall at any time be made on or in respect of the common shares, or any other shares of the Company ranking junior to the Preference Shares, if the payment or setting aside for payment of such dividend or the making of such distribution would impair the ability of the Company to redeem any Preference Shares pursuant to either paragraph 5 or 6, as the case may be.

4

EX-3.32

Exhibit 3.32

Nova Scotia

CERTIFICATE OF INCORPORATION

Companies Act

Registry Number

3300794

Name of Company

COORS INTERNATIONAL HOLDCO 2, ULC

I hereby certify that the above-mentioned company was incorporated this date under the Companies Act and that the liability of the members is unlimited.

/s/ Cox & Palmer	August 18, 2016
Agent of the Registrar of Joint Stock Companies	Date of Incorporation

EX-3.33

Exhibit 3.33

MEMORANDUM OF ASSOCIATION

OF

COORS INTERNATIONAL HOLDCO 2, ULC

1.The name of the company in all its language forms is:

COORS INTERNATIONAL HOLDCO 2, ULC

2.The company shall have all the powers, capacity, rights and privileges of a natural person including the following which are expressly conferred upon the company:

(a)to sell or dispose of its undertaking, or a substantial part thereof;

(b)subject to the provisions of the Companies Act (Nova Scotia) with respect to reduction of capital, to distribute any of its property in specie among its members; and

(c)to amalgamate with any company or other body of persons.

3.The liability of the members is unlimited.

The undersigned subscriber is desirous of being formed into a company in pursuance of this Memorandum of Association and respectively agrees to take the number and kind of shares in the capital stock of the company set below my name.

Name, Address and Number of Shares taken by Subscriber

NEWCO 3, INC.
PER:	/s/ Eric Gunning
NAME:	Eric Gunning
OFFICE:	Assistant Secretary
Address:	1801 California Street, Suite 4600
	Denver, Colorado 80202

One (1) Common Share

Total Number of Shares taken:One (1) Common Share

Witness to the above signature:

/s/ Kathleen M. Kirchner
Name:	Kathleen M. Kirchner
Address:	1801 California Street, Suite 4600
	Denver, Colorado 80202

DATED the 18th day of August, 2016

ARTICLES OF ASSOCIATION

OF

COORS INTERNATIONAL HOLDCO 2, ULC

INTERPRETATION

1.In these Articles, unless there is something in the subject or context inconsistent therewith:

(a)“Act” means the Companies Act (Nova Scotia), R.S.N.S. 1989 and all amendments thereto;

(b)“Articles” and “these presents” include these Articles of Association and all amendments thereto;

(c)“Company” means the company named above;

(d)“directors” or “the “Board” means the directors of the Company for the time being;

(e)“in writing” and “written” includes printing, lithography and other modes of representing or reproducing words in visible form;

(f)“Memorandum” means the Memorandum of Association of the Company, and all amendments thereto;

(g)“month” means calendar month;

(h)“Office” means the registered office for the time being of the Company;

(i)“Register” means the register of shareholders kept pursuant to Section 43(1) of the Act;

(j)“Registrar” means the Registrar of Joint Stock Companies for the time being;

(k)“reporting company” and “reporting issuer” shall have the meanings as set out in Section 2 of the Act;

(l)“Secretary” includes any person appointed to perform the duties of the Secretary temporarily;

(m)“Share” or “Shares” includes a fractional share;

(n)“Share Warrants” has the meaning assigned by Article 49;

(o)“shareholder” means a member as that term is used in the Act in connection with a company having a share capital;

(p)“Shareholders’ Agreement” has the meaning assigned by Article 194;

(q)“special resolution” has the meaning assigned by Section 87 of the Act;

(r)“proxyholder” includes an alternate proxyholder;

(s)words importing the singular number only include the plural number and vice versa;

(t)words importing the masculine gender only include the feminine gender; and

(u)words importing persons include corporations and any other entity, including partnerships and limited partnerships.

2.The regulations appearing in Table A in the First Schedule to the Act shall not apply to the Company.

3.The directors may enter into and carry into effect or adopt and carry into effect any agreement or agreements made by the promoters of the Company on behalf of the Company and shall have full power to agree to any modification in the terms of any such agreement or agreements, either before or after their execution.

4.The directors may, out of any moneys of the Company for the time being in their hands, pay all expenses incurred for the formation and establishment of the Company, including the expenses of registration.

5.The business of the Company may be commenced as soon after incorporation as the directors think fit, and notwithstanding that part only of the Shares have been allotted.

SHARES

6.The authorized capital of the Company consists of 10,000,000,000 Common shares without nominal or par value, and which may by resolution of the directors be divided into several classes and/or have attached thereto respectively any preferential, deferred or qualified rights, privileges or conditions, including restrictions on voting rights and including redemption and purchase of such shares, subject however to the provisions of the Act.

7.The directors shall control the Shares and, subject to the provisions of these Articles, may allot or otherwise dispose of them, fractional or otherwise, to such persons at such times, on such terms and conditions and either at a premium or at par as they think fit.

8.The directors may pay, on behalf of the Company, a commission to any person in consideration of such person subscribing or agreeing to subscribe (whether absolutely or conditionally) for any Shares in the Company, or such persons procuring or agreeing to procure subscriptions (whether absolute or conditional) for any Shares in the Company, provided that such commission paid or agreed to be paid does not exceed ten per centum of the price at which such Shares are sold. The commission may be paid or satisfied in cash or in Shares, debentures or debenture stock of the Company.

2

9.On the issue of Shares the Company may arrange among the holders thereof differences in the calls to be paid and in the times for their payment.

10.If the whole or part of the allotment price of any Shares is, by the conditions of their allotment, payable in instalments, every such instalment shall, when due, be payable to the Company by the person who is at such time the registered holder of the Shares.

11.Shares may be registered in the names of joint holders not exceeding three in number.

12.The joint holders of a Share shall be severally as well as jointly liable for the payment of all instalments and calls due in respect of such Share. On the death of one or more joint holders of Shares the survivor or survivors of them shall alone be recognized by the Company as having title to the Shares.

13.Save as herein otherwise provided, the Company shall be entitled to treat the registered holder of any Share as the absolute owner thereof and accordingly shall not, except as ordered by a court of competent jurisdiction or required by statute, be bound to recognize any equitable or other claim to or interest in such Share on the part of any other person.

CERTIFICATES

14.Certificates of title to Shares shall be in the following form or as near thereto as circumstances will permit, or in such other form as the directors or shareholders may from time to time approve:

           is the registered owner of            fully paid                      shares of

transferable only on the books of the Company (subject to the restrictions imposed by the Articles of Association of the Company) by the holder thereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.

IN WITNESS WHEREOF the Company has caused this Certificate to be signed by its duly authorized officers and to be sealed with the seal of the Company this       day of,            ,           

Certificates may bear any other legend required by applicable securities laws or the contractual obligations of the holders thereof.

15.Unless the directors otherwise determine, every certificate of title to Shares shall be signed manually by at least one of the Chair, President, Secretary, Treasurer, a vice-president, an assistant secretary, any other officer of the Company or any director of the Company or by or on behalf of a share register transfer agent or branch transfer agent appointed by the Company or by any other person whom the directors may designate. When signatures of more than one person appear on a certificate all but one may be printed or otherwise mechanically reproduced. All such certificates when signed as provided in this Article shall be valid and binding upon the Company. If a certificate contains a printed or mechanically reproduced signature of a person, the Company may issue the certificate, notwithstanding that the person

3

has ceased to be a director or an officer of the Company and the certificate is as valid as if such person were a director or an officer at the date of its issue.

16.Subject to any regulations made at any time by the directors, each shareholder may have title to the Shares registered in such shareholder’s name evidenced by any number of certificates so long as the aggregate of the Shares stipulated in such certificates equals the aggregate registered in such shareholder’s name.

17.Where Shares are registered in the names of two or more persons, the Company shall not be bound to issue more than one certificate or one set of certificates, and such certificate or set of certificates shall be delivered to the person first named on the register.

18.Any certificate that has become worn, damaged or defaced may, upon its surrender to the directors, be cancelled and replaced by a new certificate. Any certificate that has become lost or destroyed may also be replaced by a new certificate upon proof of such loss or destruction to the satisfaction of the directors and the furnishing to the Company of such undertakings of indemnity as the directors deem adequate.

19.The sum of one dollar or such other sum as the directors from time to time determine shall be paid to the Company for every certificate other than the first certificate issued to any holder in respect of any Share or Shares.

20.The directors may cause one or more branch registers of shareholders to be kept in any place or places, whether inside or outside of the Province of Nova Scotia.

CALLS

21.The directors may, from time to time, make such calls as they think fit upon the shareholders in respect of all monies unpaid on the Shares held by them respectively and not made payable at fixed times by the conditions on which such Shares were allotted and each shareholder shall pay the amount of every call so made on such shareholder to the persons and at the times and places appointed by the directors. A call may be made payable by instalments.

22.A call shall be deemed to have been made at the time when the resolution of the directors authorizing such call was passed.

23.At least fourteen days’ notice of any call shall be given, and such notice shall specify the time and place at which and the person to whom such call shall be paid.

24.If the sum payable in respect of any call or instalment is not paid on or before the day appointed for the payment thereof, the holder for the time being of the Share in respect of which the call has been made or the instalment is due shall pay interest on such call or instalment at the rate of ten per centum (10%) per annum from the day appointed for the payment thereof up to the time of actual payment.

25.At the trial or hearing of any action for the recovery of any money due for any call, it shall be sufficient to prove that the name of the shareholder sued is entered on the Register as the holder or one of the holders of the Share or Shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book and that notice of such call was duly given to the shareholder sued in pursuance of these Articles. It

4

shall not be necessary to prove the appointment of the directors who made such call or any other matters whatsoever and the proof of the matters stipulated shall be conclusive evidence of the debt.

26.The directors may, if they think fit, receive from any shareholder willing to advance it all or any part of the monies due upon Shares held by such shareholder beyond the sums actually called for; and upon the monies so paid or satisfied in advance or so much thereof as from time to time exceeds the amount of the calls then made upon the Shares in respect of which such advance has been made, the Company may pay interest at such rate, not exceeding ten per centum (10%) per annum, as the shareholder paying such sum in advance and the directors agree upon, or the directors may agree with such shareholder that such shareholder may participate in profits upon the amount so paid or satisfied in advance.

FORFEITURE OF SHARES

27.If any shareholder fails to pay any call or instalment on or before the day appointed for payment, the directors may at any time thereafter while the call or instalment remains unpaid serve a notice on such shareholder requiring such shareholder to pay the call or instalment together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non-payment.

28.The notice shall name a day (not being less than fourteen days after the date of the notice) and a place or places on and at which such call or instalment and such interest and expenses are to be paid. The notice shall also state that, in the event of non-payment on or before the day and at the place or one of the places so named, the Shares in respect of which the call was made or instalment is payable will be liable to be forfeited.

29.If the requirements of any such notice are not complied with, any Shares in respect of which such notice has been given may at any time thereafter, before payment of all calls or instalments, interest and expenses due in respect thereof, be forfeited by a resolution of the directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited Shares and not actually paid before the forfeiture.

30.When any Share has been so forfeited, notice of the resolution shall be given to the shareholder in whose name it stood immediately prior to the forfeiture and an entry of the forfeiture shall be made in the Register.

31.Any Share so forfeited shall be deemed to be the property of the Company and the directors may sell, re-allot or otherwise dispose of it in such manner as they think fit.

32.Directors may at any time before any Share so forfeited has been sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such conditions as they think fit.

33.Any shareholder whose Shares have been forfeited shall nevertheless be liable to pay and shall forthwith pay to the Company all calls, instalments, interest and expenses owing upon or in respect of such Shares at the time of the forfeiture together with interest thereon at the rate of ten per centum (10%) per annum from the time of forfeiture until payment. The directors may enforce such payment if they think fit, but are under no obligation to do so.

5

34.A certificate in writing under the hand of any director and countersigned by the Secretary stating that a Share has been duly forfeited on a specified date in pursuance of these Articles and the time when it was forfeited shall be conclusive evidence of the facts therein stated as against all persons who would have been entitled to the Share but for such forfeiture.

LIEN ON SHARES

35.The Company shall have a first and paramount lien upon all Shares (other than fully paid up Shares) registered in the name of each shareholder (whether solely or jointly with others) and upon the proceeds from the sale thereof for the shareholder’s debts, liabilities and other engagements, solely or jointly with any other person, to or with the Company, whether or not the period for the payment, fulfilment or discharge thereof has actually arrived, and such lien shall extend to all dividends from time to time declared in respect of such Shares. Unless otherwise agreed, the registration of a transfer of Shares shall operate as a waiver of any lien of the Company on such Shares.

36.For the purpose of enforcing such lien the directors may sell the Shares subject to it in such manner as they think fit; but no sale shall be made until the period for the payment, fulfilment or discharge of such debts, liabilities or other engagements has arrived, and until notice in writing of the intention to sell has been given to such shareholder, such shareholder’s executors or administrators and default has been made by such shareholder or them in such payment, fulfilment or discharge for seven days after such notice.

37.The net proceeds of any such sale after the payment of all costs shall be applied in or towards the satisfaction of such debts, liabilities or engagement and the residue, if any, paid to such shareholder or such shareholder’s executors, administrators or assigns.

VALIDITY OF SALES

38.Upon any sale after forfeiture or the enforcing of a lien in purported exercise of the powers given by these Articles the directors may cause the purchaser’s name to be entered in the Register in respect of the Shares sold, and the purchaser shall not be bound to see to the regularity of the proceedings or to the application of the purchase money, and after the purchaser’s name has been entered in the Register in respect of such Shares the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

TRANSFER OF SHARES

39.The instrument of transfer of any Share in the Company shall be signed by the transferor. The transferor shall be deemed to remain the holder of such Share until the name of the transferee is entered in the Register in respect thereof and shall be entitled to receive any dividend declared thereon before the registration of the transfer.

40.The instrument of transfer of any Share shall be in writing in the following form or such other form as the directors may approve:

6

For value received              hereby sells, assigns and transfers unto                shares of the capital stock of the Company represented by the within certificate, and does hereby irrevocably constitute and appoint                  to transfer such stock on the books of the Company with full power of substitution in the premises.

Dated the    day of               ,     

Witness:

41.The Company is a private issuer and:

(a)no transfer of any of the securities of the Company other than any non-convertible debt security (in this Article, “securities”) shall be effective unless or until approved by resolution of either the directors or the shareholders, and the directors or shareholders, as the case may be, shall be under no obligation to give such approval or to give any reason for withholding approval;

(b)the number of direct or indirect beneficial owners of securities of the Company shall not exceed 50 persons, not including employees and former employees of the Company or its affiliates, provided that each person is counted as one beneficial owner unless the person is created or used solely to purchase or hold securities of the Company, in which case each beneficial owner or each beneficiary of the person, as the case may be, must be counted as a separate beneficial owner; and

(c)the Company shall distribute securities only to persons described in Section 2.4 of National Instrument 45-106 Prospectus and Registration Exemptions (as the same may be amended from time to time, “NI45-106”).

For the purposes of this Article, “debt security”, “person” and “private issuer” have the meanings given to those terms in NI45-106 and “affiliates” shall have the meaning given to that term in the Securities Act (Nova Scotia).

42.The directors may, without assigning any reason therefor, decline to register any transfer of Shares not fully paid up, upon which the Company has a lien, or the transfer of which would result in a violation of the limitation on number of holders described in Article 41 or which is restricted by any agreement to which the Company is a party.

43.Every instrument of transfer shall be left at the office of the Company or its transfer agent where the principal or a branch register of shareholders is maintained for registration together with the certificate of the Shares to be transferred and such other evidence as the Company may require to prove the title of the transferor or the transferor’s right to transfer the Shares.

44.The directors may require that a fee determined by them be paid before or after registration of any transfer.

7

45.Every instrument of transfer shall, after its registration, remain in the custody of the Company. Any instrument of transfer that the directors decline to register shall, except in case of fraud, be returned to the person who deposited it.

46.The transfer books and Register may be closed during such time as the directors think fit, not exceeding in the whole thirty days in each year, notice of which shall be given by advertisement in such newspaper circulating in the district in which the Office is situate.

TRANSMISSION OF SHARES

47.(a)The executors or administrators of a deceased shareholder (not being one of several joint holders) shall be the only persons recognized by the Company as having any title to the Shares registered in the name of such shareholder. When a Share is registered in the names of two or more joint holders, the survivor or survivors or the executors or administrators of the deceased survivor, shall be the only persons recognized by the Company as having any title to, or interest in, such Share.

(b)Notwithstanding anything in these Articles, if the Company has only one shareholder, not being one of several joint holders, and that shareholder dies, the executors or administrators of such deceased shareholder shall be entitled to register themselves in the Register of shareholders as the holders of such deceased shareholder’s Share whereupon they shall have all the rights given by these Articles and law to shareholders.

48.Any person becoming entitled to Shares in consequence of the death or bankruptcy of any shareholder or in any way other than by allotment or transfer upon producing evidence of such person being entitled to act in the capacity claimed or of such person’s title may, subject to these Articles, be registered as a shareholder in respect of such Shares, or may, without being registered, transfer such Shares subject to the provisions of these Articles respecting the transfer of Shares. The directors shall have the same right to refuse to register a person entitled by transmission to any Shares, or such person’s nominee, as if such person were the transferee named in an ordinary transfer presented for registration.

SHARE WARRANTS

49.The Company, with respect to fully paid up Shares, may issue under its common seal warrants (hereinafter called “Share Warrants”) stating that the bearer is entitled to the Shares therein specified, and may provide, by coupons or otherwise, for the payment of future dividends on the Shares included in such warrants.

50.The directors may determine, and from time to time vary, the conditions upon which Share Warrants will be issued and, in particular, the conditions upon which new Share Warrants or coupons will be issued in the place of one worn out, defaced, lost or destroyed, or upon which the bearer of Share Warrants will be entitled to attend and vote at general meetings, or upon which Share Warrants may be surrendered and the name of the bearer entered in the Register in respect of the Shares therein specified. Subject to such conditions and to these Articles, the bearer of Share Warrants shall be a shareholder to the full extent. The bearer of Share Warrants shall be subject to the conditions for the time being in force, whether made before or after the issue of such warrant.

8

INCREASE AND REDUCTION OF CAPITAL

51.The Company may, from time to time, by a resolution of its shareholders passed at a general meeting, increase its capital by the creation of new Shares of such amount as it thinks expedient.

52.The new Shares may be issued upon such terms and conditions and with such rights and privileges annexed thereto as the Company in general meeting determines or, if no direction is given, as the directors determine, and in particular (but without limiting the generality of the foregoing) such Shares may be issued with a preferential or qualified right to dividends and to the assets of the Company upon distribution and with a special or without any right of voting.

53.The Company in general meeting may, before the issue of any new Shares, determine that such Shares or any of them, shall be offered in the first instance to all the then shareholders or to the shareholders of any class of shareholders in proportion to the amount of the capital held by them, or make any other provisions as to the issue and allotment of such Shares. In default of any such determination or to the extent that it does not apply, the new Shares may be dealt with as if they formed part of the Shares in the original capital.

54.Except so far as otherwise provided by the conditions of issue or these Articles, any capital raised by the creation of new Shares shall be considered part of the original capital and shall be subject to the provisions herein contained with reference to payment of calls and instalments, transfer and transmission, forfeiture, lien and otherwise.

55.The Company may, from time to time, by special resolution reduce its share capital and any capital redemption reserve fund in any way and with and subject to any incident authorized and consent required by law.

ALTERATION OF CAPITAL

56.The Company may from time to time in general meeting consolidate and divide all or any of its Share capital into Shares of larger amount than its existing Shares.

56A.The Company may, from time to time, by special resolution increase its share capital to authorize a new class of Shares without nominal or par value, either stating the maximum number of Shares of such class that the Company is authorized to issue or, where there is no limit on the number of Shares of such class, a statement to that effect.

56B.The Company may, from time to time, by special resolution change the maximum number of shares of a class of shares without nominal or par value, that the Company is authorized to issue, which may include a change to or from an unlimited number of shares of that class.

57.The Company may, from time to time, in general meeting convert all or any of its paid up Shares into stock and re-convert that stock into paid up Shares of any denomination.

58.The Company may, from time to time, by special resolution subdivide its Shares, or any of them, into Shares of smaller amount than is fixed by the Memorandum so, however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in the case of the Share from which the

9

reduced Share is derived. The special resolution whereby any Share is subdivided may determine that, as between the holders of the Shares resulting from such subdivision, one or more of such Shares shall have some preference or special advantage as regards dividend, capital, voting or otherwise, over, or as compared with, the others or other.

59.The Company may, from time to time, in general meeting exchange Shares of one denomination for another.

60.The Company may from time to time in general meeting cancel Shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the Shares so cancelled.

61.The Company may, from time to time, by special resolution convert any part of its issued or unissued Share capital into preferred Shares redeemable or purchasable by the Company in the manner provided in the Act.

62.The Company may, from time to time, by special resolution convert all or any of its previously authorized, unissued or issued, fully paid up Shares, other than preferred shares, with nominal or par value into the same number of Shares without any nominal or par value, and reduce, maintain or increase accordingly its liability on any of its Shares so converted; provided that the power to reduce its liability on any of its Shares so converted may, where it results in a reduction of capital, only be exercised as provided by the Act.

63.The Company may, from time to time, by special resolution convert all or any of its previously authorized, unissued or issued, fully paid up Shares without nominal or par value into the same or a different number of Shares with nominal or par value. For such purpose the Shares issued without nominal or par value and replaced by Shares with a nominal or par value shall be considered as fully paid, but their aggregate par value shall not exceed the value of the net assets of the Company as represented by the Shares without par value issued before the conversion.

64.Subject to the provisions of the Act, the Company may redeem, purchase or otherwise acquire Shares issued by it. The directors may determine the manner and terms for redeeming, purchasing or otherwise acquiring such Shares and may from time to time provide a sinking fund on such terms as they think fit for the redemption, purchase or acquisition of such Shares. Preferred shares which by their provisions may be redeemed or purchased by the Company shall be redeemed subject to such provisions.

INTEREST ON SHARE CAPITAL

65.The Company may pay interest at a rate not exceeding six per centum (6%) per annum on share capital issued and paid up for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be operated profitably for a lengthy period of time. Such interest may be paid for such period and may be charged to capital as part of the cost of construction of the work or building or of the provision of the plant. The payment of the interest shall not operate to reduce the amount paid up on the Shares in respect of which it is paid. The accounts of the Company shall show full particulars of the payment during the period to which the accounts relate.

10

CLASSES OF SHARES

66.Subject to the provisions of the Company’s Memorandum, and without prejudice to any special rights previously conferred on the holders of existing Shares, any Shares may be issued with such preferred, deferred or other special rights, or with such restrictions, whether in regard to dividends, voting, return of share capital or otherwise, as the Company may from time to time determine by special resolution.

MODIFICATION OF RIGHTS OF SHAREHOLDERS

67.If at any time the share capital of the Company is divided into different classes of Shares, all or any of the rights and privileges attached to any such class may be modified, altered, varied, affected, commuted, abrogated or otherwise dealt with by agreement between the Company and any person purporting to contract on behalf of that class, provided such agreement is ratified in writing by the holders of at least a two-thirds majority in number of the issued Shares of the class or by a resolution passed by the same majority, and all the provisions hereinafter contained as to general meetings, shall, mutatis mutandis, apply to every meeting of such class of shareholders convened for such purpose, save that the quorum for such a meeting shall be shareholders holding or representing by proxy one-half in number of the issued Shares of the class. This Article shall not be deemed by implication to curtail the power of modification which the Company would have if the Article were omitted.

SURRENDER OF SHARES

68.The directors may accept the surrender of any Share by way of compromise of any question as to the holder being properly registered in respect thereof. Any Share so surrendered may be disposed of in the same manner as a forfeited Share.

BORROWING POWERS AND POWER OF GUARANTEE

69.The directors on behalf of the Company may, from time to time, in their discretion:

(a)raise or borrow money for the purposes of the Company or any of them;

(b)secure the repayment of moneys so raised or borrowed in such manner and upon such terms and conditions in all respects as they think fit, and in particular by the execution and delivery of mortgages of the Company’s real or personal property, or by the issue of bonds, debentures or debenture stock of the Company secured by mortgage or other charge upon all or any part of the property of the Company, both present and future, including its uncalled capital for the time being;

(c)sign or endorse bills, notes, acceptances, cheques, contracts, and other evidence of or securities for money borrowed or to be borrowed for the purposes aforesaid; and

(d)pledge debentures as security for loans.

11

70.Bonds, debentures and other securities may be made assignable, free from any equities between the Company and the person to whom such securities were issued.

71.Any bonds, debentures and other securities may be issued at a discount, premium or otherwise and with special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of directors and other matters.

71A.The Company may, from time to time, and in the discretion of the directors, guarantee the performance of liabilities, contracts and loans of any kind whatsoever, and may give any postponements required in connection with that guarantee, and as security for such guarantee, mortgage, pledge, hypothecate or otherwise charge the whole or any of the Company’s property, real or personal.

MEETINGS

72.Ordinary general meetings shall be held at least once in every calendar year at such time and place as may be determined by the directors and not later than fifteen months after the preceding ordinary general meeting. All other meetings of the Company shall be called special general meetings. In lieu of an ordinary or special general meeting all of the shareholders may sign a resolution or resolutions pursuant to Article 103.

73.The directors may whenever they think fit, convene a special general meeting and they shall, upon the requisition of shareholders holding not less than one-tenth of the issued share capital of the Company having at the date of the deposit of the requisition a right to vote at general meetings of the Company and in respect of whose Shares all calls or other sums then due have been paid, forthwith proceed to convene a special general meeting of the Company, to be held at such time and place as the directors determine.

74.The requisition shall state the objects of the meeting requested, be signed by the shareholders making it and deposited at the Office. The requisition may consist of several documents in like form each signed by one or more of the requisitionists.

75.If the directors do not proceed to cause a meeting to be held within twenty-one days from the date that the requisition is so deposited, the requisitionists, or a majority of them in value, may themselves convene a meeting, provided it is held within three months after the date of the deposit of the requisition.

76.Such meetings shall be convened in the same manner as nearly as possible as such meetings are to be convened by directors

77.At least seven clear days’ notice of every general meeting, (except in the case of meetings where subsection 12(1) or (2) of the Third Schedule to the Act applies, in which case not less than twenty-one days notice before the date of the meeting shall be given) specifying the place, day and hour of the meeting and, when special business is to be considered, the general nature of such business, shall be given to the shareholders entitled to be present at such meeting by notice sent by post or otherwise. With the consent in writing of all of the shareholders entitled to vote at such meeting, a meeting may be convened by a shorter notice

12

and in any manner they think fit, or if all of the shareholders are present at a meeting either in person or by proxy, notice of the time, place and purpose of the meeting may be waived.

78.The accidental omission to give any such notice to any of the shareholders or the failure of any shareholder to receive such notice shall not invalidate any resolution passed at any such meeting.

RECORD DATES

79.(a)The directors may fix in advance a date as the record date for the determination of shareholders

(i)entitled to receive payment of a dividend or entitled to receive any distribution;

(ii)entitled to receive notice of a meeting; or

(iii)for any other purpose.

(b)If no record date is fixed, the record date for the determination of shareholders

(i)entitled to receive notice of a meeting shall be the day immediately preceding the day on which the notice is given, or, if no notice is given, the day on which the meeting is held; and

(ii)for any other purpose shall be the day on which the directors pass the resolution relating to the particular purpose.

PROCEEDINGS AT GENERAL MEETINGS

80.The business of any ordinary general meeting shall be to receive and consider the financial statements of the Company, the reports of the directors and auditors, to elect directors in the place of those retiring and to transact any other business which under these Articles ought to be transacted at an ordinary general meeting.

81.No business shall be transacted at any general meeting unless the quorum requisite is present at the commencement of the business. A person other than an individual that is a shareholder of the Company and has a duly authorized agent or representative present at any such meeting shall for the purpose of this Article be deemed to be personally present at such meeting.

82.Two shareholders, where there is more than one shareholder, personally present and entitled to vote shall be a quorum for a general meeting for the choice of a Chair and the adjournment of the meeting. For all other purposes the quorum for a general meeting shall be two shareholders personally present and entitled to vote and holding or representing by proxy not less than one-tenth in number of such of the issued Shares of the Company as confer upon the holders thereof the right to vote at such meeting. Provided that where the Company has less than two shareholders, all business of the Company shall be conducted in the manner specified in Article 103.

13

83.The Chair of the Board shall be entitled to take the chair at every general meeting or, if there be no Chair of the Board, or if the Chair is not present within fifteen minutes after the time appointed for holding the meeting, the President or, failing the President, a Vice-President shall be entitled to take the chair. If the Chair, the President or a Vice-President is not present within fifteen minutes after the time appointed for holding the meeting, the shareholders present entitled to vote at the meeting shall choose another director as Chair and, if no director is present or if all the directors present decline to take the chair, then the shareholders present entitled to vote shall choose one of their number to be Chair.

84.If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if it was convened pursuant to a requisition under Articles 73-75, shall be dissolved; if it was convened in any other way, it shall stand adjourned to the same day, in the next week, at the same time and place. If at such adjourned meeting a quorum is not present, those shareholders entitled to vote who are present shall be a quorum and may transact the business for which the meeting was called.

85.At any general meeting a resolution put to the meeting shall be decided by a show of hands unless, either before or on the declaration of the result of the show of hands, a poll is demanded by (i) the Chair or (ii) at least five shareholders present and entitled to vote at the meeting or (iii) a shareholder or shareholders holding or representing by proxy at least one-tenth in number of the issued Shares of the Company that confer upon their holders the right to vote at the meeting.

86.When a resolution is decided by a show of hands, a declaration by the Chair that a resolution has been carried, carried by a particular majority, lost or not carried by a particular majority and an entry to that effect in the Company’s book of proceedings shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

87.When a poll is demanded, it shall be taken in such manner at such time and place as the Chair of the meeting directs, and either at once or after an interval or adjournment or otherwise. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand of a poll may be withdrawn. When any dispute occurs over the admission or rejection of a vote, it shall be resolved by the Chair and such determination made in good faith shall be final and conclusive.

88.When there is an equality of votes, either on a show of hands or on a poll, the Chair shall not have a tie casting vote in addition to the vote or votes that the Chair has as a shareholder.

89.The Chair of a general meeting may, with the consent of a majority of the shareholders present, adjourn the meeting, from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting that was adjourned.

90.Any poll demanded on the election of a Chair of a meeting or any question of adjournment shall be taken at the meeting without adjournment.

91.The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

14

VOTES OF SHAREHOLDERS

92.Subject to the provisions applicable to any Shares issued under conditions limiting or excluding the rights of the holders thereof to vote at general meetings, on a show of hands every shareholder present in person and every proxyholder shall subject to subsection 85F(2) of the Act, have one vote, and upon a poll every shareholder present in person or by proxy shall have one vote for every Share held by such shareholder. Where a person other than an individual that is a shareholder is present by proxy or a representative duly authorized under the Act, such proxy or representative shall, whether or not such proxyholder is a shareholder, be entitled to vote for such person either on a show of hands or at a poll.

93.Any person entitled under Article 47 to a transfer of any Shares may vote at any general meeting in respect thereof in the same manner as if such person were the registered holder of such Shares so long as such person, at least forty-eight hours (exclusive of Saturdays, Sundays or holidays) before the time of holding the meeting or adjourned meeting at which such person proposes to vote, satisfies the directors of such person’s right to a transfer of such Shares.

94.Where there are joint registered holders of any Share, any one of such persons may vote such Share at any meeting, either personally or by proxy, as if such person were solely entitled to it. If more than one of such joint holders is present at any meeting, personally or by proxy, the one whose name stands first on the Register in respect of such Share shall alone be entitled to vote it. Several executors or administrators of a deceased shareholder in whose name any Share stands shall for the purpose of this Article be deemed joint holders thereof.

95.Votes may be cast either personally or by proxy or, in the case of a shareholder who is not an individual, by a representative duly authorized under the Act.

96.The instrument appointing a proxy shall be in writing under the hand of the appointor or of the appointor’s attorney duly authorized in writing. Holders of Share Warrants shall not be entitled to vote by proxy in respect of the Shares included in such warrants unless otherwise expressed in such warrants.

97.A shareholder of unsound mind in respect of whom an order has been made by any court having jurisdiction may vote by such shareholder’s guardian or other person in the nature of a guardian appointed by that court and any such guardian or other person may vote by proxy.

98.The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Office not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in such instrument proposes to vote. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.

99.A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death of the principal, the revocation of the proxy, or the transfer of the Share in respect of which the vote is given, provided no intimation in writing of the death, revocation or transfer is received at the Office before the meeting or by the Chair of the meeting before the vote is given.

15

100.Every instrument of proxy, when the Company is not a reporting issuer, whether for a specified meeting or otherwise, shall as nearly as circumstances will admit, be in the form following or in such other form as the directors may from time to time determine:

I,                   of                    , in the County of           , being a shareholder of            , hereby appoint                    of                   , (or failing him                          of                  ) as my proxy to vote for me and on my behalf at the ordinary general (or special general as the case may be) meeting of the Company, to be held on the       day of            and at any adjournment thereof, or at any meeting of the Company which may be held within months from the date thereof, or to sign as my proxy any written resolutions pursuant to Article 103 of the Articles of Association of the Company.

As witness my hand this      day of          ,      

WITNESS:

Shareholder

101.No shareholder shall be entitled to be present or to vote on any question, either personally or by proxy or as proxy for another shareholder, at any general meeting or upon a poll, or be reckoned in a quorum while any call or other sum is due and payable to the Company in respect of any of the Shares of such shareholder.

102.Any resolution passed by the directors, notice of which has been given to the shareholders in the manner in which notices are hereinafter directed to be given and which is, within one month after it has been passed, ratified and confirmed in writing by shareholders entitled on a poll to two-thirds of the votes, shall be as valid and effectual as a resolution of a general meeting. This Article shall not apply to a resolution for winding up the Company or to a resolution dealing with any matter that by statute or these Articles ought to be dealt with by a special resolution.

103.A resolution, including a special resolution, in writing and signed by every shareholder who would be entitled to vote on the resolution at a meeting is as valid as if it were passed by such shareholders at a meeting and satisfied all of the requirements of the Act and these Articles respecting meetings of shareholders. A resolution so passed shall be deemed to constitute a waiver of all notices required to have been given for that meeting. The signature of a shareholder who is a body corporate shall be evidenced by the signature of an officer or officers, director or directors, or other person or persons authorized by the body corporate.

104.Where the Company has only one shareholder all business which the Company may transact at annual or special meetings of shareholders shall be transacted in the manner provided for in Article 103.

16

DIRECTORS

105.Unless otherwise determined by general meeting, the number of directors shall not be less than one nor more than fifteen.

106.The directors shall have power at any time from time to time to appoint any other person as a director so long as the total number of directors does not at any time exceed the maximum number permitted. No such appointment shall be effective unless two-thirds of the directors concur in it.

107.The first director of the Company shall be the subscriber to the Memorandum unless the subscriber is a body corporate, in which case, the first director or directors shall be appointed by the subscriber, by an instrument in writing.

108.A director may retire from office upon giving to the Company notice in writing of such director’s intention to do so. Such resignation shall take effect upon the tendering of such notice or such later date as provided for in such notice.

109.The directors shall be paid out of the funds of the Company as remuneration for their service such sums, if any, as the Company in general meeting may determine and such remuneration shall be divided among them in such proportions and manners as the directors determine. The directors may also be paid their reasonable travelling, hotel and other expenses incurred in attending board meetings and the execution of their duties as directors.

110.The continuing directors may act notwithstanding any vacancy in their body, but if the number falls below the minimum permitted, the directors shall not, except in emergencies or for the purpose of filling up vacancies, act so long as the number is below the minimum.

111.A director may, in conjunction with the office of director, and on such terms as to remuneration and otherwise as the directors arrange or determine, hold any other office or place of profit in the Company or in any company in which the Company is a shareholder or of which the Company is a subsidiary or is otherwise interested.

112.The office of a director shall ipso facto be vacated:

(a)if the director becomes bankrupt or makes an assignment for the benefit of creditors;

(b)if the director is found mentally incompetent or becomes of unsound mind;

(c)if the director resigns by notice to the Company;

(d)if the director is removed by special resolution as provided by these Articles; or

(e)if the director is removed by special resolution as provided by the Corporations Miscellaneous Provisions Act (Nova Scotia), as amended from time to time.

113.No director shall be disqualified by such office from contracting with the Company, either as vendor, purchaser, or otherwise, nor shall any such contract, or any contract or arrangement entered into or proposed to be entered into by or on behalf of the Company in which any director is in any way interested, either directly or indirectly, be avoided, nor shall

17

any director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or arrangement by reason only of such director holding that office or of the fiduciary relations thereby established. However, the existence and nature of the director’s interest must be declared by such director at a meeting of the directors of the Company. In the case of a proposed contract, such director shall declare the interest at the meeting of directors at which the question is first taken into consideration, or if such director was not then interested, at the next meeting held after such director became so interested, and when such director becomes interested after it is made, the director shall declare the interest at the first meeting held after the director becomes so interested. A general notice given to the directors by a director that the director is a shareholder, shareholder or director of any specified firm or company and is to be regarded as interested in any transaction or contract with such firm or company shall be deemed to be a sufficient declaration under this Article and no further or other notice shall be required.

ELECTION OF DIRECTORS

114.Subject to Article 115, at the dissolution of every annual ordinary general meeting all the directors shall retire from office and be succeeded by the directors elected at such meeting. Retiring directors shall be eligible for re-election at such meeting.

115.If at any ordinary general meeting at which an election of directors ought to take place no such election takes place, or if no ordinary general meeting is held in any year or period of years, the retiring directors shall continue in office until their successors are elected and a general meeting for that purpose may on notice be held at any time.

116.The Company in general meeting may, from time to time, increase or reduce the number of directors and may determine or alter their qualifications.

117.The Company may, by special resolution, remove any director before the expiration of the period of office and appoint another person in such director’s stead. The person so appointed shall hold office during such time only as the director in whose place the director is appointed would have held office if such director had not been removed.

118.Any casual vacancy occurring among the directors may be filled by the directors, but any person so chosen shall retain office only so long as the vacating director would have retained it if the vacating director had continued as a director.

MANAGING DIRECTOR

119.The directors may, from time to time, appoint one or more of their body to be managing director or managing directors of the Company, either for a fixed term or without any limitation as to the period for which such person is or they are to hold such office, and may from time to time remove or dismiss such person, or persons from office and appoint another or others in such person’s or their place or places.

120.A managing director shall, subject to the provisions of any contract between the managing director and the Company, be subject to the same provisions as to resignation and removal as the other directors of the Company, and if for any reason the managing director ceases to hold the office of director, the managing director shall, ipso facto, immediately cease to be a managing director.

18

121.The remuneration of a managing director shall, from time to time, be fixed by the directors and may be by way of salary, commission, participation in profits or any combination of these modes.

122.The directors may, from time to time, entrust to and confer upon the managing director for the time being such powers exercisable under these Articles by the directors as they think fit, and may confer such powers for such time, and to be exercised for such objects and purposes and upon such terms and conditions, and with such restrictions as they think expedient; and they may confer such powers either collaterally with, or to the exclusion of, and in substitution for, all or any of the powers of the directors in that regard; and may, from time to time, revoke, withdraw, alter or vary all or any of such powers.

PRESIDENT AND VICE-PRESIDENT AND OTHER OFFICERS

123.(a)The directors shall elect the President of the Company (who need not be a director) and may determine the period for which the President is to hold office. The President shall have general supervision of the business of the Company and shall perform such duties as may be assigned to the President from time to time by the Board.

(b)The directors may also elect Vice-Presidents and determine the period for which they are to hold office. A Vice-President need not be a director and any Vice-President shall, at the request of the President or the Board and subject to the directions of the Board, perform the duties of the President during the absence, illness or incapacity of the President.

(c)The directors may elect or appoint such officer or officers of the Company, having such powers and duties, as they see fit.

(d)If the directors so decide, the same person may hold more than one of the offices provided for in these Articles.

SOLICITORS

124.The Company may employ or retain a solicitor or solicitors and such solicitor may, at the request of the Board or on instructions of the Chair of the Board, the President or the managing director, attend meetings of the directors or shareholders, whether or not the solicitor is a shareholder or a director of the Company. If such solicitor is also a director, such person may nevertheless charge for services rendered to the Company as a solicitor.

SECRETARY AND TREASURER

125.The directors shall appoint a Secretary of the Company to keep the minutes of the shareholders’ and directors’ meetings and perform such other duties as may be assigned to the Secretary by the Board. The directors may also appoint a temporary substitute for the Secretary who shall, for the purposes of these Articles, be deemed to be the Secretary.

126.The directors may appoint a Treasurer of the Company to carry out such duties as the Board may assign. If the directors think it advisable, the same person may hold the offices of both Secretary and Treasurer.

19

CHAIR OF THE BOARD

127.The directors may also elect one of their number to be Chair of the Board and may determine the period during which the Chair is to hold office. The Chair shall perform such duties and receive such special remuneration as the Board may, from time to time, provide.

PROCEEDING OF DIRECTORS

128.The directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit, and may determine the quorum necessary for the transaction of business. Unless otherwise determined two directors shall constitute a quorum if two or more directors have been appointed. If all directors of the Company entitled to attend a meeting either generally or specifically consent, any or all directors may participate in a meeting of directors or of a committee of directors by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and any director participating in such a meeting by such means is deemed to be present at that meeting for purposes of these Articles.

129.Meetings of directors may be held either within or without the Province of Nova Scotia and the directors may, from time to time, make arrangements relating to the time and place of holding directors’ meetings, the notices to be given for such meetings and what meetings may be held without notice. Unless otherwise provided by such arrangements:

(a)a meeting of directors may be held at the close of every ordinary general meeting of the Company without notice;

(b)notice of every other directors’ meeting may be delivered or mailed or faxed or telephoned to each director before the meeting is to take place. Such notice shall be delivered or mailed or telegraphed or telephoned at least forty-eight hours before the time fixed for the meeting;

(c)a meeting of directors may be held without formal notice if all the directors are present or if those absent have signified their assent to such meeting or their consent to the business transacted at such meeting;

(d)the good faith accidental omission to give any such notice to any of the directors or the failure of any director to receive such notice shall not invalidate any resolution passed at any such meeting.

130.The President or any other director may at any time, and the Secretary, upon the request of the President or any other director, shall summon a meeting of the directors to be held at the Office. The President, the Chair of the Board or a majority of the Board may at any time summon a meeting to be held elsewhere.

131.Questions arising at any meeting of directors shall be decided by a majority of votes and when there is an equality of votes the Chair of the meeting shall not have a second or tie casting vote.

132.If no Chair of the Board is elected, or if at any meeting of directors the Chair is not present within five minutes after the time appointed for holding the meeting, the President, if

20

a director, shall preside. If the President, being a director, is not present at such time, a Vice-President who is also a director shall preside. If neither the President nor a Vice-President who is also a director is present at such time, the directors present shall choose one of their number to be Chair of the meeting.

133.A meeting of the directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions for the time being vested in or exercisable by the directors generally.

134.The directors may delegate any of their powers to committees consisting of such number of members of their body as they think fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the directors.

135.The meetings and proceedings of any such committee consisting of two or more directors shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the directors insofar as they are applicable and are not superseded by any regulations made by the directors.

136.All acts done at any meeting of the directors or of a committee of directors or by any person acting as a director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of the directors or persons so acting, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.

137.A resolution in writing signed by all the directors or a committee of directors shall be as valid and effectual as if it had been passed at a meeting of the directors or a committee of directors duly called and constituted. A resolution so effected shall be deemed to constitute a waiver of any notice required under these Articles or the Act to have been given for such a meeting.

138.Where the Company has only one director the business affairs of the Company shall be managed by such director and all business which may be transacted at a meeting of the Board shall be transacted by such director in the manner provided for in the preceding Article.

139.If any one or more of the directors is called upon to perform extra services or to make any special exertions in going or residing abroad or otherwise for any of the purposes of the Company or the business thereof, the Company may remunerate the director or directors so doing, either by a fixed sum or by a percentage of profits or otherwise. Such remuneration shall be determined by the directors and may be either in addition to or in substitution for such director’s share in the remuneration otherwise authorized by these Articles.

REGISTERS

140.The directors shall cause to be kept at the Office, or such other location as is designated by the directors of the Company, in accordance with the provisions of the Act a register of the shareholders of the Company, a register of the bond and debenture holders of the Company and a register of its directors. Branch registers of the shareholders and the bond and debenture holders may be kept elsewhere, either within or without the Province of Nova Scotia, in accordance with the Act.

21

MINUTES

141.The directors shall cause minutes to be entered in books designated for the purpose:

(a)of all appointments of officers;

(b)of the names of the directors present at each meeting of directors and of any committees of directors;

(c)of all orders made by the directors and committees of directors; and

(d)of all resolutions and proceedings of meetings of the shareholders and of the directors.

Any such minutes of any meeting of the directors or of any committee of the directors or of the Company, if purporting to be signed by the Chair of such meeting or by the Chair of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minutes.

Any resolution of the shareholders, the directors, or a committee of the directors, passed pursuant to the provisions of Articles 103 or 137 of these Articles, shall be receivable as prima facie evidence of the matters stated therein.

POWER OF DIRECTORS

142.The management of the business of the Company shall be vested in the directors who, in addition to the powers and authorities granted by these Articles or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Company and are not hereby or by statute expressly directed or required to be exercised or done by the Company in general meeting, but subject nevertheless to the provisions of the statutes in that regard and of these Articles and to any regulations from time to time made by the Company in general meeting and the provisions of any shareholders’ agreement signed by all the shareholders; provided that no regulation so made shall invalidate any prior act of the directors that would have been valid if such regulation had not been made.

143.Without restricting the generality of the terms of the last preceding Article and without prejudice to the powers conferred thereby, and the other powers conferred by these Articles, the directors shall have power:

(a)to take such steps as they think fit to carry out any agreement or contract made by or on behalf of the Company;

(b)to pay the costs, charges and expenses preliminary and incidental to the promotion, formation, establishment, and registration of the Company;

(c)to purchase or otherwise acquire for the Company any property, rights or privileges that the Company is authorized to acquire, and at such price and generally on such terms and conditions as they think fit;

22

(d)at their discretion, to pay for any property, rights, or privileges acquired by, or services rendered to the Company either wholly or partially in cash or in Shares, bonds, debentures or other securities of the Company, and any such Shares may be issued either as fully paid up, or with such amount credited as paid up thereon as may be agreed upon;

(e)subject to the Act, to secure the fulfilment of any contracts or engagements entered into by the Company by mortgaging or charging all or any of the property of the Company and its unpaid capital for the time being, or in such other manner as they think fit;

(f)to appoint, remove or suspend at their discretion such experts, managers, secretaries, treasurers, officers, clerks, agents and servants for permanent, temporary or special services, as they, from time to time, think fit, and to determine their powers and duties, and to fix their salaries or emoluments and to require security in such instances and to such amounts as they think fit;

(g)to accept from any shareholder insofar as the law permits and on such terms and conditions as may be agreed upon a surrender of such shareholder’s Shares or any part thereof;

(h)to appoint any person or persons (whether incorporated or not) to accept and hold in trust for the Company any property belonging to the Company, or in which it is interested, to execute and do all such deeds and things as may be requisite in relation to any such trust, and to provide for the remuneration of any such trustee or trustees;

(i)to institute, conduct, defend, compound or abandon any legal proceedings by and against the Company or its officers or otherwise concerning the affairs of the Company, and also to compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company;

(j)to refer any claims or demands by or against the Company to arbitration and observe and perform the awards;

(k)to make and give receipts, releases and other discharges for money payable to the Company and for claims and demands of the Company;

(l)to determine who shall be entitled to exercise the borrowing powers of the Company and sign on the Company’s behalf bonds, debentures or other securities, bills, notes, receipts, acceptances, assignments, transfers, hypothecations, pledges, endorsements, cheques, drafts, releases, contracts, agreements and all other instruments and documents;

(m)to provide, from time to time, for the management of the affairs of the Company abroad in such manner as they think fit, and in particular to appoint any persons to be the attorneys or agents of the Company with such powers (including power to sub-delegate) and upon such terms as they think fit;

23

(n)to invest and deal with any of the moneys of the Company not immediately required for the purposes thereof in such securities and in such manner as they think fit; and, from time to time, to vary or realize such investments;

(o)subject to the Act, to execute in the name and on behalf of the Company in favour of any director or other person who may incur or be about to incur any personal liability for the benefit of the Company such mortgages of the Company’s property, present and future, as they think fit, and any such mortgages may contain a power of sale and such other powers, covenants and provisions as are agreed on;

(p)to give any officer or other person employed by the Company a commission on the profits of any particular business or transaction or a Share in the general profits of the Company, and such commission or share of profits shall be treated as part of the working expenses of the Company;

(q)to set aside out of the profits of the Company before declaring any dividend such sums as they think proper as a reserve fund to meet contingencies or provide for dividends, depreciation, repairing, improving and maintaining any of the property of the Company and such other purposes as the directors may in their absolute discretion think conducive to the interests of the Company; and to invest the several sums set aside in such investments, other than Shares of the Company, as they may think fit, and, from time to time, to deal with and vary such investments, and to dispose of all or any part of them for the benefit of the Company, and to divide the reserve fund into such special funds as they think fit, with full power to employ the assets constituting the reserve fund in the business of the Company without being bound to keep them separate from the other assets;

(r)from time to time, to make, vary and repeal rules for the regulation of the business of the Company, its officers and servants, the shareholders of the Company or any section or class of them;

(s)to enter into all such negotiations and contracts, rescind and vary all such contracts, and execute and do all such acts, deeds, and things in the name and on behalf of the Company as they may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company;

(t)to approve by resolution amalgamation agreements that are governed by the provisions of Section 134(23) and (24) of the Act; and

(u)from time to time, to provide for the management of the affairs of the Company in such manner as they shall think fit.

THE SEAL

144.The common seal may be affixed to any instrument (i) in the presence of and contemporaneously with the attesting signature of any director or officer, acting within such person’s authority, or (ii) in the presence of and contemporaneously with the attesting signature of any one person designated by and under the authority of a resolution of the Board

24

or of a committee thereof. For the purpose of certifying documents or proceedings of the Company the common seal may be affixed by any one of the President, Vice-President, Secretary or a director.

145.The Company may have facsimiles of the common seal which may be used interchangeably with the common seal.

146.The Company may have for use at any place outside the Province of Nova Scotia to which the corporate existence and capacity of the Company extends an official seal that is a facsimile of the common seal of the Company with the addition on its face of the name of the place where it is to be used; and the Company may by writing under the seal of its common seal authorize any person to affix such official seal to any document at such place to which the Company is a party, and may prescribe and limit the type of documents to which the official seal may be affixed by such person.

DIVIDENDS

147.The profits of the Company, subject to the provisions of the Memorandum and of these Articles, and to the rights of persons, if any, entitled to shares with special rights as to dividends, may be divided among the shareholders in proportion to the amount of capital paid up on the shares held by them respectively or, in the discretion of the directors, may be divided among the shareholders holding a particular class or particular classes of shares, in proportion to the amount of capital paid up on such shares held by them respectively, to the exclusion of shareholders holding any other class or classes of shares. Where capital is paid up in advance of calls upon the footing that the same shall carry interest, such capital shall not while carrying interest confer a right to participate in profits.

148.The directors may, from time to time, declare such dividends upon the Shares of the Company as they deem proper according to the rights of the shareholders and the respective classes thereof and may declare such dividends upon a particular class or particular classes of shares to the exclusion of any other class or classes of shares, and may determine the date upon which the same shall be payable and provide that any such dividend shall be payable to the persons registered as the holders of the Shares in respect of which the same is declared at the close of the business upon such date as the directors specify, and no transfer of such Share made or registered after the date so specified shall pass any right to the dividend so declared.

149.The declaration of the directors as to the amount of the profits, retained earnings or contributed surplus of the Company shall be conclusive.

150.The directors may, from time to time, pay to the shareholders such interim dividends as in their judgment the position of the Company justifies.

151.Subject to these Articles and the preferences, rights and restrictions attached to any class or series of shares, dividends may be declared and paid to the shareholders in proportion to the amount of capital paid up on the Shares (not including any capital paid up bearing interest) held by them respectively.

25

152.The directors may deduct from the dividends payable to any shareholder amounts due and payable by the shareholder to the Company on account of calls, instalments or otherwise, and may apply the same in or towards satisfaction of such amounts so due and payable.

153.The directors may retain any dividends on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

154.The directors may retain the dividends payable upon Shares to which a person is entitled or entitled to transfer upon the death or bankruptcy of a shareholder or in any way other than by allotment or transfer, until such person has become registered as the holder of such Shares or has duly transferred such Shares.

155.When the directors declare a dividend on a class or series of shares and also make a call on such shares payable on or before the date on which the dividend is payable, the directors may retain all or part of the dividend and set off the amount retained against the call.

156.The directors may declare that a dividend be paid by the distribution of cash, paid up shares (at par or at a premium), debentures, bonds or other securities of the Company or of any other company or any other specific assets held or to be acquired by the Company or in any one or more of such ways.

157.The directors may settle any difficulty that may arise in regard to the distribution of a dividend as they think expedient, and in particular without restricting the generality of the foregoing may issue fractional certificates, may fix the value for distribution of any specific assets, may determine that cash payments will be made to any shareholders upon the footing of the value so fixed or that fractions may be disregarded in order to adjust the rights of all parties, and may vest cash or specific assets in trustees upon such trusts for the persons entitled to the dividend as may seem expedient to the directors.

158.Any person registered as a joint holder of any Share may give effectual receipts for all dividends and payments on account of dividends in respect of such Share.

159.Unless otherwise determined by the directors, any dividend may be paid by a cheque or warrant delivered to or sent through the post to the registered address of the shareholder entitled, or, when there are joint holders, to the registered address of the one whose name stands first on the Register for the Shares jointly held. Every cheque or warrant so delivered or sent shall be made payable to the order of the person to whom it is delivered or sent. The mailing or other transmission to a shareholder at the shareholder’s registered address (or, in the case of joint shareholders at the address of the holder whose name stands first on the Register) of a cheque payable to the order of the person to whom it is addressed for the amount of any dividend payable in cash after the deduction of any tax which the Company has properly withheld, shall discharge the Company’s liability for the dividend unless the cheque is not paid on due presentation. If any cheque for a dividend payable in cash is not received, the Company shall issue to the shareholder a replacement cheque for the same amount on such terms as to indemnity and evidence of non-receipt as the directors may impose. No shareholder may recover by action or other legal process against the Company any dividend represented by a cheque that has not been duly presented to a banker of the Company for payment or that otherwise remains unclaimed for six years from the date on which it was payable.

26

ACCOUNTS

160.The directors shall cause proper books of account to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure takes place, and of all sales and purchases of goods by the Company, and of the assets, credits and liabilities of the Company.

161.The books of account shall be kept at the Office or at such other place or places as the directors may direct.

162.The directors shall, from time to time, determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to inspection of the shareholders, and no shareholder shall have any right of inspecting any account or book or document of the Company except as conferred by statute or authorized by the directors or a resolution of the Company in general meeting.

163.At any ordinary general meeting the directors shall lay before the Company the financial statements, report of the auditor, if any, and the report of the directors required by the Act.

164.The financial statements shall be accompanied by a report of the directors as may be required by the Act. The financial statements shall be approved by the Board and shall be signed on behalf of the Board and at the Board’s direction by two directors of the Company or if the Company has only one director, by that director.

165.The directors shall send copies of the financial statements together with copies of the auditor’s report, if any, and the report of the directors to all persons entitled to receive notices of general meetings of the Company at least seven days before the date of the general meeting at which the reports are to be presented or at least seven days before the signing of a resolution pursuant to Article 103 in lieu thereof.

166.The costs (if any) to the Company of the formation of the Company, the completion of the title to any property and rights acquired by it, the purchase of any business or contract, the establishing of any new branch of business, the acquisition by purchase of any property of a wasting nature or any extraordinary expenditure may be spread over a series of years or otherwise treated as the Board may determine, due provision in their opinion being always made for writing down such cost, and the amount of such cost for the time being outstanding may, for the purpose of calculating the profits of the Company for dividends, be reckoned as an asset.

AUDITORS AND AUDIT

167.The Company shall at each annual general meeting appoint an auditor or auditors to hold office until the next annual general meeting.

168.The first auditors of the Company may be appointed by the directors at any time before the first annual general meeting and the auditors so appointed shall hold office until such meeting unless previously removed by a resolution of the shareholders in general meeting, in which event the shareholders at such meeting may appoint auditors.

27

169.The directors may fill any casual vacancy in the office of auditor but while any such vacancy continues the surviving or continuing auditor or auditors, if any, may act.

170.(a)Subject to an exemption order made pursuant to the Act, a person is disqualified from being an auditor of the Company if the person is not independent of the Company, all of its affiliates, or of the directors or officers of the Company and its affiliates.

(b)For the purpose of this Article:

(i)independence is a question of fact; and

(ii)a person is deemed not to be independent if the person or the person’s business partner:

A.is a business partner, director, officer or employee of the Company or any of its affiliates, or a business partner of any director, officer or employee of the Company or any of its affiliates;

B.beneficially owns, directly or indirectly, or exercises control or direction over a material interest in the shares of or debt owing by the Company or any of its affiliates; or

C.has been a receiver, receiver and manager, liquidator or trustee in bankruptcy of the Company or any of its affiliates within two years of the person’s proposed appointment as auditor of the Company.

(c)An auditor who becomes disqualified pursuant to this Article shall resign forthwith upon becoming aware of the disqualification.

171.The remuneration of the auditors shall be fixed by the Company in general meeting, or by the directors pursuant to authorization given by the shareholders at the ordinary general meeting except that the remuneration of an auditor appointed to fill a casual vacancy may be fixed by the directors.

172.(a)The auditors shall conduct such audit and make such examination of the financial statements of the Company required by the Act to be placed before the shareholders in general meeting as is necessary for the auditors to report thereon.

(b)The auditors shall report on the financial statements in the form recommended from time to time in the Handbook of the Canadian Institute of Chartered Accountants.

173.(a)The shareholders may, except where the auditor has been appointed by court order pursuant to the Act, by resolution passed by a majority of the votes cast at a special meeting duly called for the purpose, remove an auditor before the expiration of the auditor’s term of office and shall, by a majority of the votes

28

cast at that meeting, appoint another auditor in place of the removed auditor for the remainder of the term.

(b)Before calling a special meeting for the purpose specified in sub-article (a) or an annual general or special meeting where the directors are not recommending the re-appointment of the incumbent auditor, the Company shall, fifteen days or more before the mailing of the notice of the meeting, give to the auditor:

(i)written notice of the intention to call the meeting, specifying therein the date on which the notice of the meeting is proposed to be mailed; and

(ii)a copy of all material proposed to be sent to shareholders in connection with the meeting.

(c)An auditor has the right to make to the Company, three days or more before the mailing of the notice of the meeting, representations in writing concerning:

(i)the auditor’s proposed removal as auditor;

(ii)the appointment or election of another person to fill the office of auditor; or

(iii)the auditor’s resignation as auditor;

and the Company, at its expense, shall forward with the notice of the meeting a copy of such representations to each shareholder entitled to receive notice of the meeting.

(d)The Company shall give notice in writing to an auditor of the auditor’s appointment forthwith after the appointment is made.

(e)A resignation of an auditor becomes effective at the time the written resignation is sent to the Company or at the time specified in the resignation, whichever is later.

174.(a)Upon the demand of an auditor of the Company, the present or former directors, officers, employees or agents of the Company shall furnish such

(i)information and explanations; and

(ii)access to records, documents, books, accounts and vouchers of the Company or any of its subsidiaries;

as are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under the Act and that the directors, officers, employees and agents are reasonably able to furnish.

(b)Upon the demand of an auditor of the Company, the directors of the Company shall:

29

(i)obtain from the present or former directors, officers, employees and agents of any subsidiary of the Company the information and explanations that the present or former directors, officers, employees and agents are reasonably able to furnish and that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under the Act; and

(ii)furnish the information and explanations so obtained to the auditor.

(c)The auditor of the Company is entitled to receive notice of every meeting of shareholders and, at the expense of the Company, to attend and be heard at the meeting on matters relating to the auditor’s duties as an auditor.

(d)If any director or shareholder of the Company, whether or not the shareholder is entitled to vote at the meeting, gives written notice not less than five days before a meeting of the Company to the auditor or former auditor of the Company, the auditor or former auditor shall attend the meeting at the expense of the Company and answer questions relating to the auditor or former auditor’s duties as auditor.

(e)A director or shareholder who sends a notice referred to in subarticle (d) shall send concurrently a copy of the notice to the Company.

175.If any accounts of the Company fail to disclose the amount of any loan made during the period to which the accounts relate, either by or on the guarantee or security of the Company, including loans which have been repaid during such period and loans made before such period and outstanding at the expiration thereof or if any such account fails to disclose the total amount paid by the Company to the directors as remuneration for their services other than the salaries of salaried directors, then it shall be the duty of the auditors to include in their report, so far as they are able to do so, a statement giving particulars of all such payments and transactions.

176.The auditor’s report shall be placed before each annual general meeting of the Company and shall be read at the meeting and be open for inspection by the shareholders present.

177.(a)A director or officer of the Company shall forthwith notify all directors and the auditor or former auditor of any error or misstatement of which the director or officer becomes aware in a financial statement that the auditor or former auditor has reported upon if the error or misstatement in all the circumstances appears to be significant.

(b)Where the auditor or former auditor of the Company is notified or becomes aware of an error or misstatement in a financial statement upon which the auditor or former auditor has reported, and if in the auditor or former auditor’s opinion the error or misstatement is material, the auditor or former auditor shall inform each director accordingly.

(c)Where, pursuant to sub-article (b), the auditor or former auditor informs the directors of an error or misstatement in a financial statement, the directors shall, within a reasonable time:

30

(i)prepare and issue revised financial statements, or

(ii)otherwise inform the shareholders and any debenture holder of the Company who has demanded or been furnished with the financial statements which contain the error or misstatement.

178.Every account of the directors, when audited and approved by a general meeting, shall be conclusive unless an error is discovered within three months after such approval. Whenever any such error is discovered within that period, the account shall forthwith be corrected and thenceforth be conclusive.

179.If only one auditor is appointed, all the provisions herein contained relating to auditors shall apply to such auditor.

180.(a)If all of the shareholders of the Company consent thereto, the provisions of these Articles and the provisions of the Act regarding the appointment of auditors and duties of auditors shall not apply with respect to the financial year in respect of which the consent is given.

(b)Sub-article (a) shall not apply if the Company is a reporting issuer or a reporting company.

NOTICES

181.A notice may be served by the Company upon shareholders personally or by sending it through the post in a prepaid envelope or wrapper, or by any means of recorded or transmitted communication, addressed to such shareholder at such shareholder’s registered place of address.

182.Shareholders who have no registered place of address shall not be entitled to receive any notice.

183.The holder of Share Warrants shall not, unless otherwise expressed therein, be entitled in respect thereof to notice of any general meeting of the Company.

184.Any notice required to be given by the Company to the shareholders, or any of them, and not expressly provided for by these Articles, shall be sufficiently given if given by advertisement.

185.Any notice given by advertisement shall be advertised twice in a paper published in the place where the head office of the Company is situated, or if no paper is published there, then in any newspapers published in the Halifax Regional Municipality, Nova Scotia.

186.All notices shall, with respect to any registered Shares to which persons are jointly entitled, be given to whichever of such persons is named first in the Register for such Shares, and notice so given shall be sufficient notice to all the holders of such Shares.

187.Any notice sent by post shall be deemed to be served on the day following that upon which the letter, envelope or wrapper containing it is posted, and in proving such service it shall be sufficient to prove that the letter, envelope or wrapper containing the notice was properly addressed and put into the post office with the postage prepaid thereon. A certificate

31

in writing signed by any manager, secretary or other official of the Company that the letter, envelope or wrapper containing the notice was so addressed and posted shall be conclusive evidence thereof. The foregoing provisions of this clause shall not apply to a notice of a meeting of the directors.

188.Every person who by operation of law, transfers or by other means whatsoever becomes entitled to any Share shall be bound by every notice in respect of such Share that prior to such person’s name and address being entered on the Register was duly served in the manner hereinbefore provided upon the person from whom the person derived such person’s title to such Share.

189.Any notice or document so advertised or sent by post to or left at the registered address of any shareholder in pursuance of the Articles, shall, notwithstanding that such shareholder is then deceased and that the Company has notice of such shareholder’s decease, be deemed to have been served in respect of any registered Shares, whether held by such deceased shareholder solely or jointly with other persons, until some other person is registered in such shareholder’s stead as the holder or joint holder thereof, and such service shall for all purposes of these Articles be deemed a sufficient service of such notice or document on such shareholder’s heirs, executors or administrators and all persons, if any, jointly interested with such person in any such Share.

190.The signature to any notice given by the Company may be written or printed.

191.When a given number of days’ notice or notice extending over any other period is required to be given, the day of service and the day upon which such notice expires shall not, unless it is otherwise provided, be counted in such number of days or other period.

INDEMNITY

192.Every director or officer, former director or officer, or person who acts or acted at the Company’s request, as a director or officer of the Company, a body corporate, partnership or other association of which the Company 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, shall be indemnified by the Company against, and it shall be duty of the directors out of the funds of the Company 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, 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 the Company or such body corporate, partnership or other association, whether the Company is a claimant or party to such action or proceeding or otherwise; and the amount for which such indemnity is proved shall immediately attach as a lien on the property of the Company and have priority as against the shareholders over all other claims.

193.No director or officer, former director or officer, or person who acts or acted at the Company’s request, as a director or officer of the Company, a body corporate, partnership or other association of which the Company 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 the loss, damage or expense happening to the Company

32

through the insufficiency or deficiency of title to any property acquired for or on behalf of the Company, or through the insufficiency or deficiency of any security in or upon which any of the funds of the Company 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.

SHAREHOLDERS’ AGREEMENT

194.All shareholders of the Company may become, from time to time, parties to an agreement between them and to which the Company may be a party (hereinafter called a “Shareholders’ Agreement”) which will not form part of these Articles but which is intended to regulate their activities as shareholders of the Company. Any such agreement as amended from time to time may be placed with the corporate records of the Company and upon such being done will, to the full extent permitted by law and no more, supersede any provisions of these Articles to the contrary. Without limitation but in particular, to the full extent permitted by law and to no greater extent:

(a)any Shareholders’ Agreement signed by all shareholders shall be deemed a resolution signed by all shareholders entitled to vote thereon for the purposes of the Act and these Articles but shall not constitute a special resolution;

(b)without limiting the foregoing, to the extent that it can be so characterized, any resolution described in sub-article (a) hereof shall be deemed to enact regulations of the shareholders, described in Article 142, extending or limiting the powers of the directors; and

(c)where a director of the Company acts in accordance with or fails to act in breach of, the obligation of the shareholders or the Company under the Shareholders’ Agreement, the Shareholders’ Agreement shall be deemed to constitute a waiver by all signatories thereto of any breach of fiduciary obligation which may be claimed based upon such action or inaction.

REMINDERS

195.The directors shall comply with the following provisions of the Act and the Corporations Registration Act (Section numbers refer to the appropriate Sections of the Act):

(a)keep a register of shareholders (Section 43(1));

(b)keep a register of the holders of debentures, bonds and other securities (Section 11(1), Third Schedule);

(c)send notice to the Registrar of any consolidation, division, conversion, reconversion or cancellation of the share capital or stock of the Company (Section 53);

(d)send notice to the Registrar of any increase of capital (Section 55);

33

(e)call a general meeting every year within the proper time. Meetings must be held not later than 15 months after the preceding general meeting (Section 83);

(f)appoint at each annual general meeting an auditor or auditors of the Company to hold office until the next annual general meeting (Article 167); provided, however this requirement can be waived as stated in Article 180 unless the Company is a reporting issuer or reporting company;

(g)send to the Registrar typed or printed copies of all special resolutions (Section 88);

(h)keep a register of directors and officers, send to the Registrar a copy thereof and notify the Registrar of all changes therein (Section 98);

(i)send to the Registrar notice of the address of the Company’s registered office and of all changes in such address (Section 79);

(j)keep proper minutes of all general meetings and directors’ meetings in books reserved for the purpose and kept at the Company’s registered office (Sections 89 and 90);

(k)obtain a certificate of registration under the Corporations Registration Act as soon as business is commenced; and

(l)send notice of the recognized agent to the Registrar in compliance with section 9 of the Corporations Registration Act.

34

Name and Address of Subscriber

NEWCO 3, INC.
PER:	/s/ Eric Gunning
NAME:	Eric Gunning
OFFICE:	Assistant Secretary

DATED the 18th day of August, 2016.

Witness to the above signature:

/s/ Kathleen M. Kirchner
Name:	Kathleen M. Kirchner
Address:	1801 California Street, Suite 4600
	Denver, Colorado 80202

35

EX-5.1

Exhibit 5.1

November 1, 2017

Molson Coors Brewing Company

1801 California Street, Suite 4600

Denver, Colorado 80202

Re:       Molson Coors Brewing Company - Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel to Molson Coors Brewing Company (the “Company”) and the additional registrants listed in the Registration Statement (as defined below) (the “Guarantors”) in connection with certain matters related to the offer by the Company and the Guarantors to exchange (the “Exchange Offer”) the Company’s 1.900% Senior Notes due 2019, 2.250% Senior Notes due 2020 and Senior Floating Rate Notes due 2019  (collectively, the “Exchange Notes”) and the associated guarantees of the Exchange Notes by the Guarantors (the “Guarantees”), which are being registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form S-4 (the “Registration Statement”), for an equal principal amount of the Company’s outstanding 1.900% Senior Notes due 2019, 2.250% Senior Notes due 2020 and Senior Floating Rate Notes due 2019, as applicable (collectively, the “Original Notes”) and the associated guarantees of the Original Notes by the Guarantors.

In the course of our representation as described above, we have examined, among other things, (i) the Indenture, dated as of March 15, 2017, among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as further supplemented and modified (the “U.S. Notes Indenture”), and (ii) the Indenture, dated as of March 15, 2017, among the Company, the Guarantors and the Trustee, as further supplemented and modified (together with the U.S. Notes Indenture, the “Indentures”).  We have also examined the Registration Statement and other documents and records of the Company and the Guarantors as we have deemed necessary for the purposes of this opinion. In such examination, we have assumed the following: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; and (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that, when the Exchange Notes and the Guarantees are executed and authenticated, as applicable, in accordance with the provisions of the Indentures, and issued and delivered in exchange for the Original Notes in the manner described in the Registration Statement, (i) the Exchange Notes will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and (ii) the Guarantees will constitute legal, valid and binding obligations of the Guarantors, enforceable against such Guarantors in accordance with their terms.

The opinions expressed above are subject to the following exclusions, assumptions, limitations and qualifications:

A.            We express no opinion as to enforceability of any right or obligation to the extent such right or obligation is subject to and limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium, fraudulent transfer or other laws affecting or relating to the rights of creditors generally; or (ii) the rules governing the availability of specific

performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether arising prior to, or after, the date hereof or considered in a proceeding in equity or at law.

B.            We do not express any opinions herein concerning any laws other than the laws in their current forms of the federal laws of the United States of America, the Delaware General Corporation Law, the Delaware Revised Uniform Limited Partnership Act, the Delaware Limited Liability Company Act, and the laws of the State of New York, the State of Colorado, and the State of Wisconsin, and we express no opinion with respect to the laws of any other jurisdiction.

C.            We are not admitted or qualified to practice law in Nova Scotia, Canada or Ontario, Canada. Therefore, we have relied upon the opinions of McCarthy Tétrault LLP and Cox & Palmer, counsel to certain of the Guarantors, filed as exhibits to the Registration Statement, with respect to matters governed by the laws of Nova Scotia, Canada and Ontario, Canada, as applicable.

D.            We express no opinions concerning (i) the validity or enforceability of any provisions contained in the Indentures or the Exchange Notes that purport to waive or not give effect to rights to notices, defenses, subrogation or other rights or benefits that cannot be effectively waived or rendered ineffective under applicable law or (ii) the enforceability of indemnification or contribution provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities or blue sky laws.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and any amendments thereto, including any and all post-effective amendments, and to the reference to our firm in any prospectus relating thereto under the heading “Legal Matters.”  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or related rules and regulations of the Securities and Exchange Commission issued thereunder..

Very truly yours,

/s/ PERKINS COIE LLP

EX-5.2

Exhibit 5.2

McCarthy Tétrault LLP

PO Box 48, Suite 5300

Toronto-Dominion Bank Tower

Toronto ON M5K 1E6

Canada

Tel: 416-362-1812

Fax: 416-868-0673

November 1, 2017

To:         Molson Coors Brewing Company

Re:Offer to Exchange USD $500,000,000 1.900% Senior Notes due 2019, USD $500,000,000 2.250% Senior Notes due 2020 (collectively, the “USD Notes”) and €500,000,000 Senior Floating Rate Notes due 2019 (the “Euro Notes”, and collectively with the USD Notes, the “Notes”) issued by Molson Coors Brewing Company (the “Company”)

Dear Sirs:

We have acted as special counsel to Molson Canada 2005 (the “Canadian Obligor”) in connection with:

(a)a Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) covering the exchange of the Notes (the “Registration Statement”);

(b)an indenture dated as of March 15, 2017 (the “USD Indenture”), between, inter alios, the Company, as Issuer, the Canadian Obligor the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the USD Notes, which USD Indenture includes the guarantees of each Guarantor (the “USD Guarantees); and

(c)an indenture dated as of March 15, 2017 (the “Euro Indenture” and collectively with the USD Indenture, the “Indentures”), between, inter alios, the Company, as Issuer, the Canadian Obligor, the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to the Euro Notes, which Euro Indenture includes the guarantees of each Guarantor (the “Euro Guarantees” and collectively with the USD Guarantees, the “Guarantees”).

The Registration Statement, the Indentures and the Guarantees  are collectively referred to in this opinion as the “Documents”.  Terms used in this opinion that are defined in the Indentures and are not otherwise defined herein have the same meaning herein as in the applicable Indenture.

Jurisdiction

We are solicitors qualified to practice law in the Province of Ontario and we express no opinion as to any laws or any matters governed by any laws other than the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario.

Scope of Examination

In connection with the opinions expressed below, we have considered such questions of law and examined such public and corporate records, certificates and other documents and conducted such other examinations as we have considered necessary for the purposes of the opinions expressed in this letter, including:

(a)a certified copy of the re-amended and restated partnership agreement of the Canadian Obligor dated as of August 29, 2017 (the “Partnership Agreement”);

(b)a certified copy of the record with respect to the registration of the Canadian Obligor under the Business Names Act (Ontario) dated October 23, 2017;

(c)an officers’ certificate of the Canadian Obligor dated November 1, 2017, regarding the Partnership Agreement, resolutions of the management committee of the Canadian Obligor, incumbency and other matters relating to the Canadian Obligor (the “Officer’s Certificate”); and

(d)the Documents.

Assumptions and Reliance

We have relied upon the Officer’s Certificate, copies of which have been provided to you, with respect to the accuracy of the factual matters contained therein, which factual matters have not been independently investigated or verified by us.  We have not maintained or, for the purposes of this opinion, reviewed the minute books or the other records of the Canadian Obligor.

For purposes of the opinions expressed below, we have assumed:

(a)the partnership records of the Canadian Obligor examined by us are true and complete in all respects;

(b)the legal capacity of all individuals, the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies; and

(c)that all statements set forth in the Officers’ Certificate are true.

Opinions

On the basis of the foregoing, we are of the opinion that (i) the Canadian Obligor has been formed under the Partnerships Act (Ontario) and has not been dissolved; (ii) the Canadian Obligor has the full partnership power, authority and capacity to enter into, execute and deliver the Documents to which it is a party and to perform its obligations under the Documents to which it is a party and (iii) all necessary action under the Partnership Agreement has been taken to authorize the execution and delivery by the Canadian Obligor of the Documents to which it is a party and the performance by it of its obligations thereunder.

This opinion is furnished solely for the benefit of the addressees hereof in connection with the transactions contemplated by the Documents and may not be circulated to, or relied upon by, any other person or used for any other purpose without our prior written consent.  We hereby consent to the filing of this opinion as an exhibit to the Registration Statement filed by the Company with the Commission on or about the date hereof.  We also consent to the reference

2

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 Securities Act or the rules and regulations of the Commission promulgated thereunder.

Kind regards,

/s/ McCarthy Tétrault LLP

3

EX-5.3

Exhibit 5.3

Our File Number: 10024752-31

November 1, 2017

Molson Coors Brewing Company

1801 California Street, Suite 4600

Denver, Colorado, USA  80202

Dear Sirs:

Re:Offer to Exchange USD $500,000,000 1.900% Senior Notes due 2019, USD $500,000,000 2.250% Senior Notes due 2020 (collectively, the “USD Notes”) and €500,000,000 Senior Floating Rate Notes due 2019 (the “Euro Notes”, and collectively with the USD Notes, the “Notes”) issued by Molson Coors Brewing Company

We have acted as local counsel to Molson Coors International General, ULC (“International General”), Molson Coors Callco ULC (“Callco”), and Coors International Holdco 2, ULC (“International Holdco 2” and collectively with International General and Callco, the “Nova Scotia Companies”) in the Province of Nova Scotia in connection with:

1.a Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) dated as of November 1, 2017, covering the exchange of the Notes (the “Registration Statement”;

2.an indenture dated as of March 15, 2017 (the “USD Indenture”), between, inter alios, Molson Coors Brewing Company (the “Company”), as Issuer, the Nova Scotia Companies, the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee for the USD Notes, which include the guarantees of each Guarantor (the “USD Guarantees”); and

3.an indenture dated as of March 15, 2017 (the “Euro Indenture”, and collectively with the USD Indenture, the “Indentures”), between, inter alios, the Company, as Issuer, the Nova Scotia Companies, the other guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee for the Euro Notes, which include the guarantees of each Guarantor (the “Euro Guarantees” and collectively with the USD Guarantees, the “Guarantees”).

The Registration Statement, the Indentures and the Guarantees are collectively referred to in this opinion as the “Documents”.

A.Jurisdiction

We are solicitors qualified to practise law in the Province of Nova Scotia and we express no opinion as to any laws or any matters governed by any laws other than the laws of the Province of Nova Scotia and the federal laws of Canada applicable in the Province of Nova Scotia.

B.Scope of Examinations

In connection with the opinions expressed below, we have considered such questions of law and examined originals or copies of each of the Documents and of such public and corporate records, certificates and other documents and conducted such other examinations as we have considered necessary for the purposes of the opinions expressed in this letter, including:

a)certificates of status (collectively, the “Certificates of Status”) for each of the Nova Scotia Companies issued on behalf of the Registrar of Joint Stock Companies for the Province, each dated October 31, 2017;

b)the memorandum of association and the articles of association of each of the Nova Scotia Companies (collectively, the “Constating Documents”);

c)resolutions of the directors of each of the Nova Scotia Companies, dated March 6, 2017, authorizing the execution and delivery of the Indentures and performance of its obligations under the Guarantees; and

d)certificates of an officer of each of the Nova Scotia Companies, each dated November 1, 2017 (collectively, the “Officer’s Certificates”).

C.Assumptions and Reliances

For purposes of the opinions expressed in this letter, we have assumed:

1.the legal capacity of all individuals;

2.the genuineness of all signatures and the authenticity of all documents submitted to us as originals;

3.the conformity to authentic original documents of all documents submitted to us as copies; and

2

4.the currency, completeness and accuracy of all statements of fact set forth in the Officer’s Certificates.

We have not maintained or, for the purposes of this opinion, reviewed the minute books or records of the Nova Scotia Companies. In expressing our opinions below, we have relied exclusively on the Officers’ Certificates with respect to certain factual matters, copies of which have been delivered to you. For greater certainty, we have assumed, without further investigation, that the constating documents and resolutions of each of the Nova Scotia Companies are as described in the Officers’ Certificates and all other statements set forth in each of the Officers’ Certificates are current, accurate and true.

We have not undertaken any independent investigations to verify the accuracy or completeness of the foregoing assumptions.

D.Opinions

On the basis of the foregoing we are of the opinion that (i) each of the Nova Scotia Companies is an unlimited liability company duly incorporated and validly existing under the laws of the Province of Nova Scotia, is qualified to do business and is in good standing as to the filing of annual returns and the payment of annual fees in the Province of Nova Scotia; (ii) each of the Nova Scotia Companies has full corporate power and capacity to execute and deliver the Indentures; and (iii) each of the Nova Scotia Companies has taken all necessary corporate action to authorize the execution, delivery and performance by it of the Indentures and the Guarantees.

The opinions expressed in this opinion letter are given solely for the benefit of the addressee hereof in connection with the transactions referred to in this opinion letter, and may not, in whole or in part, be relied upon by or shown or distributed to any other person without our prior written consent.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement filed by the Company with the Commission on or about the date hereof.  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 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 Commission promulgated thereunder.

Yours very truly,

/s/ COX & PALMER

3

EX-12.1

Exhibit 12.1

MOLSON COORS BREWING COMPANY AND SUBSIDIARIES

CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES

(in millions, except ratios)

	Fiscal Year Ended															Nine Months Ended
	December 29, 2012			December 31, 2013			December 31, 2014			December 31, 2015			December 31, 2016(2)			September 30, 2017
Income from continuing operations before income taxes and minority interests:	$	592.1		$	654.5		$	586.3		$	410.7		$	3,035.3		$	1,154.4
Plus:Amortization of capitalized interest	1.7			1.8			1.9			2.0			1.7			1.3
Distributions from unconsolidated affiliates	526.1			552.0			577.2			516.3			488.6			—
Less:Equity in net income of unconsolidated affiliates	(526.6		)	(558.1		)	(560.1		)	(520.8		)	(491.2		)	(1.6		)
Capitalized interest	(2.3		)	(1.4		)	(2.7		)	(0.8		)	(0.6		)	(1.5		)
	$	591.0		$	648.8		$	602.6		$	407.4		$	3,033.8		$	1,152.6
Fixed charges:
Interest expenses, net of capitalized interest	$	196.3		$	183.8		$	145.0		$	120.3		$	271.6		$	263.0
Capitalized interest	2.3			1.4			2.7			0.8			0.6			1.50
Portion of rentals representative of interest factor (1)	12.2			11.3			11.6			10.1			12.1			15.8
	$	210.8		$	196.5		$	159.3		$	131.2		$	284.3		$	280.3
Earnings and fixed charges	$	801.8		$	845.3		$	761.9		$	538.6		$	3,318.1		$	1,432.9
Ratio of earnings to fixed charges	3.8			4.3			4.8			4.1			11.7			5.1

(1) 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.

(2) Net income from continuing operations attributable to MCBC includes the gain of approximately $3.0 billion related to the fair value remeasurement of our pre-existing 42% interest in MillerCoors over its carrying value, as well as the reclassification of the loss related to MCBC’s historical accumulated other comprehensive income on our 42% interest in MillerCoors, both of which were recorded within special items, net for the year ended December 31, 2016.  For further information, please refer to our Annual Report on Form 10-K for the year ended December 31, 2016.

EX-23.1

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 February 14, 2017 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting of Molson Coors Brewing Company, which appears in Molson Coors Brewing Company’s Annual Report on Form 10-K for the year ended December 31, 2016.  We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP     
Denver, Colorado
November 1, 2017

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Molson Coors Brewing Company of our report dated February 14, 2017, except with respect to Note 19 — Supplemental Guarantor Information, as to which the date is November 1, 2017, relating to the financial statements of MillerCoors LLC which appears in Molson Coors Brewing Company’s Current Report on Form 8-K dated November 1, 2017.  We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP     
Denver, Colorado
November 1, 2017

EX-24.1

Exhibit 24.1

MOLSON COORS BREWING COMPANY

POWER OF ATTORNEY

Each of the undersigned directors and/or officers of Molson Coors Brewing Company (the “Company”) hereby constitutes and appoints Tracey I. Joubert, Samuel D. Walker and E. Lee Reichert, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to execute and file with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), one or more registration statements on Form S-4 (the “Registration Statement”) relating to the registration of certain of the Company’s debt securities in connection with the exchange offer of such debt securities, with any and all amendments, supplements and exhibits thereto, including any post-effective amendments, and any new registration statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) of the Securities Act, and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto such attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it.

Executed as of this 31st day of October, 2017.

Signature	Title
/s/ Mark R. Hunter	President, Chief Executive Officer and Director
Mark R. Hunter	(Principal Executive Officer)
/s/ Tracey I. Joubert	Chief Financial Officer (Principal Financial Officer)
Tracey I. Joubert
/s/ Brian C. Tabolt	Controller (Chief Accounting Officer)
Brian C. Tabolt
/s/ Peter H. Coors	Chairman
Peter H. Coors
/s/ Geoffrey E. Molson	Vice Chairman
Geoffrey E. Molson
/s/ Peter J. Coors	Director
Peter J. Coors
/s/ Betty K. DeVita	Director
Betty K. DeVita
/s/ Roger G. Eaton	Director
Roger G. Eaton
/s/ Mary Lynn Ferguson-McHugh	Director
Mary Lynn Ferguson-McHugh

/s/ Charles M. Herington	Director
Charles M. Herington
/s/ Franklin W. Hobbs	Director
Franklin W. Hobbs
/s/ Andrew T. Molson	Director
Andrew T. Molson
/s/ Iain J. G. Napier	Director
Iain J. G. Napier
/s/ H. Sanford Riley	Director
H. Sanford Riley
/s/ Douglas D. Tough	Director
Douglas D. Tough
/s/ Louis Vachon	Director
Louis Vachon

EX-25.1

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

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           o

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

(Jurisdiction of incorporation
if not a U.S. national bank) 95-3571558
(I.R.S. employer
identification no.)

400 South Hope Street, Suite 500
Los Angeles, California
(Address of principal executive offices) 90071
(Zip code)

Molson Coors Brewing Company

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	84-0178360 (I.R.S. employer identification no.)
1801 California Street, Suite 4600 Denver, Colorado (Address of principal executive offices)	80202 (Zip code)
1555 Notre Dame Street East Montréal, Québec Canada H2L 2R5 (Address of principal executive offices)	(Zip code)

Molson Coors International LP

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	61-1529355 (I.R.S. employer identification no.)
1801 California Street, Suite 4600 Denver, Colorado (Address of principal executive offices	80202 (Zip code)

Molson Coors Holdco Inc.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	45-4978838 (I.R.S. employer identification no.)
1801 California Street, Suite 4600 Denver, Colorado (Address of principal executive offices	80202 (Zip code)

MillerCoors LLC

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	26-2387410 (I.R.S. employer identification no.)
1801 California Street, Suite 4600 Denver, Colorado (Address of principal executive offices	80202 (Zip code)

Coors Brewing Company

(Exact name of obligor as specified in its charter)

Colorado (State or other jurisdiction of incorporation or organization)	35-2400440 (I.R.S. employer identification no.)
1801 California Street, Suite 4600 Denver, Colorado (Address of principal executive offices	80202 (Zip code)

Newco3, Inc.

 Exact name of obligor as specified in its charter)

Colorado (State or other jurisdiction of incorporation or organization)	80-0357759 (I.R.S. employer identification no.)
1801 California Street, Suite 4600 Denver, Colorado (Address of principal executive offices	80202 (Zip code)

CBC Holdco LLC

(Exact name of obligor as specified in its charter)

Colorado (State or other jurisdiction of incorporation or organization)	37-1542462 (I.R.S. employer identification no.)
1801 California Street, Suite 4600 Denver, Colorado (Address of principal executive offices	80202 (Zip code)

CBC Holdco 2 LLC

(Exact name of obligor as specified in its charter)

Colorado (State or other jurisdiction of incorporation or organization)	27-5470101 (I.R.S. employer identification no.)
1801 California Street, Suite 4600 Denver, Colorado (Address of principal executive offices	80202 (Zip code)

CBC Holdco 3, Inc.

(Exact name of obligor as specified in its charter)

Colorado (State or other jurisdiction of incorporation or organization)	81-3919736 (I.R.S. employer identification no.)
1801 California Street, Suite 4600 Denver, Colorado (Address of principal executive offices	80202 (Zip code)

MC Holding Company LLC

(Exact name of obligor as specified in its charter)

Colorado (State or other jurisdiction of incorporation or organization)	27-4174485 (I.R.S. employer identification no.)
1801 California Street, Suite 4600 Denver, Colorado (Address of principal executive offices	80202 (Zip code)

MillerCoors Holdings LLC

(Exact name of obligor as specified in its charter)

Colorado (State or other jurisdiction of incorporation or organization)	81-2692234 (I.R.S. employer identification no.)
1801 California Street, Suite 4600 Denver, Colorado (Address of principal executive offices	80202 (Zip code)

Jacob Leinenkugel Brewing Co., LLC

(Exact name of obligor as specified in its charter)

Wisconsin (State or other jurisdiction of incorporation or organization)	39-1604360 (I.R.S. employer identification no.)
1801 California Street, Suite 4600 Denver, Colorado (Address of principal executive offices)	80202 (Zip code)

Molson Canada 2005

(Exact name of obligor as specified in its charter)

Ontario (State or other jurisdiction of incorporation or organization)	98-0458610 (I.R.S. employer identification no.)
33 Carlingview Drive Toronto, Ontario Canada M9W 5E4 (Address of principal executive offices)	(Zip code)

Molson Coors International General, ULC

(Exact name of obligor as specified in its charter)

Nova Scotia (State or other jurisdiction of incorporation or organization)	98-0532434 (I.R.S. employer identification no.)
33 Carlingview Drive Toronto, Ontario Canada M9W 5E4 (Address of principal executive offices)	(Zip code)

Molson Coors Callco ULC

(Exact name of obligor as specified in its charter)

Nova Scotia (State or other jurisdiction of incorporation or organization)	98-0451609 (I.R.S. employer identification no.)
33 Carlingview Drive Toronto, Ontario Canada M9W 5E4 (Address of principal executive offices)	(Zip code)

Coors International Holdco 2, ULC

(Exact name of obligor as specified in its charter)

Nova Scotia (State or other jurisdiction of incorporation or organization)	98-1322671 (I.R.S. employer identification no.)
33 Carlingview Drive Toronto, Ontario Canada M9W 5E4 (Address of principal executive offices)	(Zip code)

1.900% Senior Notes due 2019 and Guarantees of 1.900% Senior Notes due 2019

2.250% Senior Notes due 2020 and Guarantees of 2.250% Senior Notes due 2020

(Title of the indenture securities)

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.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, DC 20219
Federal Reserve Bank	San Francisco, CA 94105
Federal Deposit Insurance Corporation	Washington, DC 20429

(b)Whether it is authorized to exercise corporate trust powers.

Yes.

2.Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

2.A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 
333-121948).

3.A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 
333-152875).

2

4.A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).

6.The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

7.A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

3

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a 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 Los Angeles, and State of California, on the 27th day of October, 2017.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:	/s/	Manjari Purkayastha
	Name:	Manjari Purkayastha
	Title:	Vice President

4

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 400 South Hope Street, Suite 500, Los Angeles, CA 90071

At the close of business June 30, 2017, published in accordance with Federal regulatory authority instructions.

	Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	2,600
Interest-bearing balances	439,216
Securities:
Held-to-maturity securities	0
Available-for-sale securities	628,823
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold	0
Securities purchased under agreements to resell	0
Loans and lease financing receivables:
Loans and leases held for sale	0
Loans and leases, held for investment	0
LESS: Allowance for loan and lease losses	0
Loans and leases held for investment, net of allowance	0
Trading assets	0
Premises and fixed assets (including capitalized leases)	10,515
Other real estate owned	0
Investments in unconsolidated subsidiaries and associated companies	0
Direct and indirect investments in real estate ventures	0
Intangible assets:
Goodwill	856,313
Other intangible assets	37,583
Other assets	130,153
Total assets	$	2,105,203

1

LIABILITIES
Deposits:
In domestic offices	649
Noninterest-bearing	649
Interest-bearing	0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased	0
Securities sold under agreements to repurchase	0
Trading liabilities	0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)	0
Not applicable
Not applicable
Subordinated notes and debentures	0
Other liabilities	296,346
Total liabilities	296,995
Not applicable
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,000
Surplus (exclude all surplus related to preferred stock)	1,123,023
Not available
Retained earnings	685,564
Accumulated other comprehensive income	-1,379
Other equity capital components	0
Not available
Total bank equity capital	1,808,208
Noncontrolling (minority) interests in consolidated subsidiaries	0
Total equity capital	1,808,208
Total liabilities and equity capital	2,105,203

I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Matthew J. McNulty ) CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Antonio I. Portuondo, President	)
William D. Lindelof, Director	)	Directors (Trustees)
Alphonse J. Briand, Director	)

2

EX-25.2

Exhibit 25.2

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

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           o

THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

(Jurisdiction of incorporation
if not a U.S. national bank) 95-3571558
(I.R.S. employer
identification no.)

400 South Hope Street, Suite 500
Los Angeles, California
(Address of principal executive offices) 90071
(Zip code)

Molson Coors Brewing Company

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	84-0178360 (I.R.S. employer identification no.)
1801 California Street, Suite 4600 Denver, Colorado (Address of principal executive offices)	80202 (Zip code)
1555 Notre Dame Street East Montréal, Québec Canada H2L 2R5 (Address of principal executive offices)	(Zip code)

Molson Coors International LP

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	61-1529355 (I.R.S. employer identification no.)
1801 California Street, Suite 4600 Denver, Colorado (Address of principal executive offices	80202 (Zip code)

Molson Coors Holdco Inc.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	45-4978838 (I.R.S. employer identification no.)
1801 California Street, Suite 4600 Denver, Colorado (Address of principal executive offices	80202 (Zip code)

MillerCoors LLC

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	26-2387410 (I.R.S. employer identification no.)
1801 California Street, Suite 4600 Denver, Colorado (Address of principal executive offices	80202 (Zip code)

Coors Brewing Company

(Exact name of obligor as specified in its charter)

Colorado (State or other jurisdiction of incorporation or organization)	35-2400440 (I.R.S. employer identification no.)
1801 California Street, Suite 4600 Denver, Colorado (Address of principal executive offices	80202 (Zip code)

Newco3, Inc.

 Exact name of obligor as specified in its charter)

Colorado (State or other jurisdiction of incorporation or organization)	80-0357759 (I.R.S. employer identification no.)
1801 California Street, Suite 4600 Denver, Colorado (Address of principal executive offices	80202 (Zip code)

CBC Holdco LLC

(Exact name of obligor as specified in its charter)

Colorado (State or other jurisdiction of incorporation or organization)	37-1542462 (I.R.S. employer identification no.)
1801 California Street, Suite 4600 Denver, Colorado (Address of principal executive offices	80202 (Zip code)

CBC Holdco 2 LLC

(Exact name of obligor as specified in its charter)

Colorado (State or other jurisdiction of incorporation or organization)	27-5470101 (I.R.S. employer identification no.)
1801 California Street, Suite 4600 Denver, Colorado (Address of principal executive offices	80202 (Zip code)

CBC Holdco 3, Inc.

(Exact name of obligor as specified in its charter)

Colorado (State or other jurisdiction of incorporation or organization)	81-3919736 (I.R.S. employer identification no.)
1801 California Street, Suite 4600 Denver, Colorado (Address of principal executive offices	80202 (Zip code)

MC Holding Company LLC

(Exact name of obligor as specified in its charter)

Colorado (State or other jurisdiction of incorporation or organization)	27-4174485 (I.R.S. employer identification no.)
1801 California Street, Suite 4600 Denver, Colorado (Address of principal executive offices	80202 (Zip code)

MillerCoors Holdings LLC

(Exact name of obligor as specified in its charter)

Colorado (State or other jurisdiction of incorporation or organization)	81-2692234 (I.R.S. employer identification no.)
1801 California Street, Suite 4600 Denver, Colorado (Address of principal executive offices	80202 (Zip code)

Jacob Leinenkugel Brewing Co., LLC

(Exact name of obligor as specified in its charter)

Wisconsin (State or other jurisdiction of incorporation or organization)	39-1604360 (I.R.S. employer identification no.)
1801 California Street, Suite 4600 Denver, Colorado (Address of principal executive offices)	80202 (Zip code)

Molson Canada 2005

(Exact name of obligor as specified in its charter)

Ontario (State or other jurisdiction of incorporation or organization)	98-0458610 (I.R.S. employer identification no.)
33 Carlingview Drive Toronto, Ontario Canada M9W 5E4 (Address of principal executive offices)	(Zip code)

Molson Coors International General, ULC

(Exact name of obligor as specified in its charter)

Nova Scotia (State or other jurisdiction of incorporation or organization)	98-0532434 (I.R.S. employer identification no.)
33 Carlingview Drive Toronto, Ontario Canada M9W 5E4 (Address of principal executive offices)	(Zip code)

Molson Coors Callco ULC

(Exact name of obligor as specified in its charter)

Nova Scotia (State or other jurisdiction of incorporation or organization)	98-0451609 (I.R.S. employer identification no.)
33 Carlingview Drive Toronto, Ontario Canada M9W 5E4 (Address of principal executive offices)	(Zip code)

Coors International Holdco 2, ULC

(Exact name of obligor as specified in its charter)

Nova Scotia (State or other jurisdiction of incorporation or organization)	98-1322671 (I.R.S. employer identification no.)
33 Carlingview Drive Toronto, Ontario Canada M9W 5E4 (Address of principal executive offices)	(Zip code)

Senior Floating Rate Notes due 2019 and Guarantees of Senior Floating Rate Notes due 2019

(Title of the indenture securities)

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.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, DC 20219
Federal Reserve Bank	San Francisco, CA 94105
Federal Deposit Insurance Corporation	Washington, DC 20429

(b)Whether it is authorized to exercise corporate trust powers.

Yes.

2.Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

2.A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 
333-121948).

3.A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 
333-152875).

2

4.A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).

6.The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

7.A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

3

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a 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 Los Angeles, and State of California, on the 27th day of October, 2017.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:	/s/	Manjari Purkayastha
	Name:	Manjari Purkayastha
	Title:	Vice President

4

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 400 South Hope Street, Suite 500, Los Angeles, CA 90071

At the close of business June 30, 2017, published in accordance with Federal regulatory authority instructions.

	Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	2,600
Interest-bearing balances	439,216
Securities:
Held-to-maturity securities	0
Available-for-sale securities	628,823
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold	0
Securities purchased under agreements to resell	0
Loans and lease financing receivables:
Loans and leases held for sale	0
Loans and leases, held for investment	0
LESS: Allowance for loan and lease losses	0
Loans and leases held for investment, net of allowance	0
Trading assets	0
Premises and fixed assets (including capitalized leases)	10,515
Other real estate owned	0
Investments in unconsolidated subsidiaries and associated companies	0
Direct and indirect investments in real estate ventures	0
Intangible assets:
Goodwill	856,313
Other intangible assets	37,583
Other assets	130,153
Total assets	$	2,105,203

1

LIABILITIES
Deposits:
In domestic offices	649
Noninterest-bearing	649
Interest-bearing	0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased	0
Securities sold under agreements to repurchase	0
Trading liabilities	0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)	0
Not applicable
Not applicable
Subordinated notes and debentures	0
Other liabilities	296,346
Total liabilities	296,995
Not applicable
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,000
Surplus (exclude all surplus related to preferred stock)	1,123,023
Not available
Retained earnings	685,564
Accumulated other comprehensive income	-1,379
Other equity capital components	0
Not available
Total bank equity capital	1,808,208
Noncontrolling (minority) interests in consolidated subsidiaries	0
Total equity capital	1,808,208
Total liabilities and equity capital	2,105,203

I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Matthew J. McNulty ) CFO

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Antonio I. Portuondo, President	)
William D. Lindelof, Director	)	Directors (Trustees)
Alphonse J. Briand, Director	)

2

EX-99.1

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 99.1

MOLSON COORS BREWING COMPANY

LETTER OF TRANSMITTAL
(For Use With Dollar Exchange Notes Only)

OFFER TO EXCHANGE

$500,000,000 1.900% Senior Notes due 2019 for $500,000,000 1.900% Senior Notes due 2019 that have been registered under the Securities Act of 1933, as amended;

$500,000,000 2.250% Senior Notes due 2020 for $500,000,000 2.250% Senior Notes due 2020 that have been registered under the Securities Act of 1933, as amended; and

€500,000,000 Senior Floating Rate Notes due 2019 for €500,000,000 Senior Floating Rate Notes that have been registered under the Securities Act of 1933, as amended.

THE EXCHANGE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON                    , UNLESS EXTENDED (THE "EXPIRATION DATE"). NOTES TENDERED IN SUCH EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 11:59 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

The Exchange Agent for the Dollar Exchange Notes is:

The Bank of New York Mellon Trust Company, N.A.

c/o The Bank of New York Mellon
Corporate Trust Operations—Reorganization Unit
111 Sanders Creek Parkway
East Syracuse, NY 13057
Attn: Eric Herr

Tel: 315-414-3362
Fax: 732-667-9408
Email: CT_REORG_UNIT_INQUIRIES@bnymellon.com

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL AS WELL AS THE PROSPECTUS SHOULD BE READ CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED.

        The undersigned hereby acknowledges receipt of the prospectus dated                    (the "Prospectus") of Molson Coors Brewing Company (the "Company") and this letter of transmittal (the "Letter of Transmittal"), which describe the Company's offer to exchange (the "Exchange Offer") its (i) outstanding $500,000,000 aggregate principal amount of outstanding 1.900% Senior Notes due 2019 (CUSIP Nos. 60871RAL4 and U60894AA7) (the "Original 2019 Notes") for like aggregate principal amount of 1.900% Senior Notes due 2019 that have been registered under the Securities Act of 1933, as amended (the "Securities Act") (CUSIP No. 60871RAM2) (the "2019 Exchange Notes"), (ii) outstanding $500,000,000 aggregate principal amount of outstanding 2.250% Senior Notes due 2020 (CUSIP Nos. 60871RAN0 and U60894AB5) (the "Original 2020 Notes," and together with the Original 2019 Notes, the "Original Dollar Notes") for like aggregate principal amount of 2.250% Senior Notes due 2020 that have been registered under the Securities Act (CUSIP No. 60871RAP5) (the "2020 Exchange Notes," and together with 2019 Exchange Notes, the "Dollar Exchange Notes", and (iii) outstanding €500,000,000 aggregate principal amount of outstanding Senior Floating Rate Notes due 2019 (ISINs: XS1577870980 and XS1577870808) (the "Original Euro Notes") for like aggregate principal amount of Senior Floating Rate Notes due 2019 that have been registered under the Securities Act (ISIN: XS1712180477).

This Letter of Transmittal is not to be used by holders of Original Euro Notes. This Letter of Transmittal is to be used by holders of Original Dollar Notes if the Original Dollar Notes are to be tendered by effecting a book-entry transfer into the Exchange Agent's account at The Depository Trust Company ("DTC") and instructions are not being transmitted through DTC's Automated Tender Offer Program ("ATOP"). Unless you intend to tender Original Dollar Notes through ATOP, you should complete, execute and deliver this

Letter of Transmittal, any signature guarantees and any other required documents to indicate the action you desire to take with respect to the Exchange Offer.

        Holders of Original Dollar Notes tendering Original Dollar Notes by book-entry transfer to the Exchange Agent's account at DTC may execute the tender through ATOP, and in that case need not complete, execute and deliver this Letter of Transmittal. DTC participants tendering Original Dollar Notes may transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent's account at DTC. DTC will then send an "agent's message" (as described in the instructions below and in the Prospectus) to the Exchange Agent for its acceptance. Delivery of the agent's message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a letter of transmittal by the DTC participant identified in the agent's message. Holders of Original Dollar Notes whose Original Dollar Notes are not immediately available, or who are unable to deliver their Original Dollar Notes, this Letter of Transmittal and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date, or who are unable to complete the procedure for book-entry transfer on a timely basis, must tender their Original Dollar Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures for Original Dollar Notes." See Instruction 3 to this Letter of Transmittal.

DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

        The term "holder" with respect to the Exchange Offer for Original Dollar Notes means any person in whose name such Original Dollar Notes are registered on the books of the Company, any person who holds such Original Dollar Notes and has obtained a properly completed bond power from the registered holder or any participant in the DTC system whose name appears on a security position listing as the holder of such Original Dollar Notes and who desires to deliver such Original Dollar Notes by book-entry transfer at DTC. The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to such Exchange Offer. Holders who wish to tender their Original Dollar Notes must complete this Letter of Transmittal in its entirety (unless such Original Dollar Notes are to be tendered by book-entry transfer and an agent's message is delivered in lieu hereof) or in accordance with DTC's applicable procedures.

        The Company is not making the Exchange Offer to holders of the Original Dollar Notes in any jurisdiction in which the Exchange Offer or the acceptance of the Exchange Offer would not be in compliance with the applicable securities laws of such jurisdiction. The Company also will not accept surrenders for exchange from holders of the Original Dollar Notes in any jurisdiction in which the Exchange Offer or the acceptance of the Exchange Offer would not be in compliance with the applicable securities laws of such jurisdiction.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.

THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

        List below the Original Dollar Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amount of Original Dollar Notes should be listed on a separate signed schedule affixed hereto.

If tendering Original 1.900% Senior Notes due 2019:

DESCRIPTION OF ORIGINAL 2019 NOTES
		1	2	3
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)		Certificate Number(s)*	Aggregate Principal Amount of Original 2019 Note(s)	Principal Amount Tendered**
		Total
*	Need not be completed if notes are being tendered by book-entry transfer.
**	Unless otherwise indicated, a holder will be deemed to have tendered the entire aggregate principal amount represented by such notes. All tenders must be in minimum denominations of principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

If tendering Original 2.250% Senior Notes due 2020:

DESCRIPTION OF ORIGINAL 2020 NOTES
		1	2	3
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank)		Certificate Number(s)*	Aggregate Principal Amount of Original 2020 Note(s)	Principal Amount Tendered**
		Total
*	Need not be completed if notes are being tendered by book-entry transfer.
**	Unless otherwise indicated, a holder will be deemed to have tendered the entire aggregate principal amount represented by such notes. All tenders must be in minimum denominations of principal amount of $2,000 and integral multiples of $1,000 in excess thereof.

o CHECK HERE IF TENDERED ORIGINAL DOLLAR NOTES ARE ENCLOSED HEREWITH.

o
CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED ORIGINAL DOLLAR NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DTC (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

Name of Tendering Institution:

DTC Account Number(s):

Transaction Code Number(s):

o CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED ORIGINAL DOLLAR NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY EITHER ENCLOSED HEREWITH OR PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT (COPY ATTACHED) (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

Name(s) of Registered holder(s) of Original Dollar Notes:

Date of Execution of Notice of Guaranteed Delivery:

Window Ticket Number (if available):

Name of Eligible Institution that Guaranteed Delivery:

DTC Account Number(s) (if delivered by book-entry transfer):

Transaction Code Number(s) (if delivered by book-entry transfer):

Name of Tendering Institution (if delivered by book-entry transfer):

o CHECK HERE AND COMPLETE THE FOLLOWING IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:

Name:

Address:

        If the undersigned is a broker-dealer that will receive Dollar Exchange Notes for its own account in exchange for Original Dollar Notes that were acquired by it as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus (or to the extent permitted by law, make available a prospectus to purchasers) meeting the requirements of the Securities Act in connection with any resale of Dollar Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. In addition, such broker-dealer represents that it is not acting on behalf of any person who could not truthfully and completely make the foregoing representations.

SIGNATURES MUST BE PROVIDED BELOW;
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        Subject to the terms and conditions of the Exchange Offer, the undersigned hereby tenders to the Company for exchange the principal amount of Original Dollar Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Original Dollar Notes tendered in accordance with this Letter of Transmittal, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Original Dollar Notes tendered for exchange hereby.

        The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact for the undersigned (with full knowledge that said Exchange Agent also acts as the agent for the Company in connection with the Exchange Offer) with respect to the tendered Original Dollar Notes with full power of substitution to (i) deliver such Original Dollar Notes, or transfer ownership of such Original Dollar Notes on the account books maintained by the DTC, to the Company and deliver all accompanying evidences of transfer and authenticity, and (ii) present such Original Dollar Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Original Dollar Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed to be irrevocable and coupled with an interest.

        The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the Original Dollar Notes tendered hereby and to acquire the Dollar Exchange Notes issuable upon the exchange of such tendered Original Dollar Notes, and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are accepted for exchange by the Company.

        The undersigned acknowledges that the Exchange Offer is being made in reliance upon interpretations set forth in no-action letters issued to third parties by the staff of the Securities and Exchange Commission (the "SEC"), including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), Mary Kay Cosmetics, Inc. (available June 5, 1991) and similar no-action letters (collectively, the "Prior No-Action Letters"), that the Dollar Exchange Notes issued in exchange for the Original Dollar Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, PROVIDED that such Dollar Exchange Notes are acquired in the ordinary course of such holders' business and such holders are not engaging in, do not intend to engage in and have no arrangement or understanding with any person to participate in a "distribution" of such Dollar Exchange Notes within the meaning of the Securities Act. The SEC has not, however, considered the Exchange Offer in the context of a no-action letter, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances.

        The undersigned hereby further represents to the Company that (i) any Dollar Exchange Notes received are being acquired in the ordinary course of business of the person receiving such Dollar Exchange Notes, whether or not the undersigned, (ii) neither the undersigned nor any such other person has an arrangement or understanding with any person to participate in the distribution of the Original Dollar Notes or the Dollar Exchange Notes within the meaning of the Securities Act and (iii) neither the holder nor any such other person is an "affiliate" (as defined in Rule 405 under the Securities Act) of the Company or, if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

        If the undersigned is not a broker-dealer, the undersigned represents that it is not participating, does not intend to participate, and has no arrangement or understanding with any person to

participate, in the distribution of the Dollar Exchange Notes within the meaning of the Securities Act. If the undersigned is a broker-dealer that will receive Dollar Exchange Notes for its own account in exchange for Original Dollar Notes that were acquired by it as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus (or to the extent permitted by law, make available a prospectus to purchasers) meeting the requirements of the Securities Act in connection with any resale of Dollar Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. In addition, such broker-dealer represents that it is not acting on behalf of any person who could not truthfully and completely make the foregoing representations. The undersigned acknowledges that if the undersigned is tendering Original Dollar Notes in the Exchange Offer with the intention of participating in any manner in a distribution of the Exchange Notes (i) the undersigned cannot rely on the position of the staff of the SEC set forth in the Prior No-Action Letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Dollar Exchange Notes, in which case the registration statement must contain the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the SEC, and (ii) failure to comply with such requirements in such instance could result in the undersigned incurring liability under the Securities Act for which the undersigned is not indemnified by the Company.

        The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the Original Dollar Notes tendered hereby, including the transfer of such Original Dollar Notes on the account books maintained by the DTC.

        For purposes of the Exchange Offer, the Company shall be deemed to have accepted for exchange validly tendered Original Dollar Notes when, as and if the Company gives oral or written notice thereof to the Exchange Agent. Any tendered Original Dollar Notes that are not accepted for exchange pursuant to such Exchange Offer for any reason will be returned, without expense, to the undersigned as promptly as practicable after the Expiration Date for such Exchange Offer.

        All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned, and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives.

        The undersigned acknowledges that the Company's acceptance of properly tendered Original Dollar Notes pursuant to the procedures described under the caption "The Exchange Offer—Procedures for Tendering Original Dollar Notes" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer.

        The Exchange Offer is subject to certain conditions set forth in the Prospectus under the caption "The Exchange Offer—Conditions to the Exchange Offer." The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), the Company may not be required to exchange any of the Original Dollar Notes tendered hereby.

        Unless otherwise indicated under "Special Issuance Instructions," please issue the Dollar Exchange Notes issued in exchange for the Original Dollar Notes accepted for exchange, and return any Original Dollar Notes not tendered or not exchanged, in the name(s) of the undersigned (or, in the case of a book-entry delivery of Original Dollar Notes, please credit the account indicated above maintained at the DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail or deliver the Dollar Exchange Notes issued in exchange for the Original Dollar Notes accepted for exchange and any Original Dollar Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s). In the event that both "Special Issuance Instructions" and "Special Delivery Instructions" are completed, please issue the Dollar Exchange Notes issued in exchange for the Original Dollar Notes accepted for exchange in the name(s) of, and return any Original Dollar Notes not tendered or not exchanged to,

the person(s) (or account(s)) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the "Special Issuance Instructions" and "Special Delivery Instructions" to transfer any Original Dollar Notes from the name of the registered holder(s) thereof if the Company does not accept for exchange any of the Original Dollar Notes so tendered for exchange.

The undersigned, by completing the boxes above entitled "Description of Original 2019 Notes" or "Description of Original 2020 Notes," as applicable, and signing this Letter of Transmittal, will be deemed to have tendered the Original Dollar Notes as set forth in such boxes.

The undersigned acknowledges that the Exchange Offer is subject to the more detailed terms set forth in the Prospectus and, in case of any conflict between the terms of the Prospectus and this Letter of Transmittal, the terms of the Prospectus shall prevail.

SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 3 and 4)		SPECIAL DELIVERY INSTRUCTIONS (See Instructions 3 and 4)
To be completed ONLY (i) if Original Dollar Notes in a principal amount not tendered, or Dollar Exchange Notes issued in exchange for Original Dollar Notes accepted for exchange, are to be issued in the name of someone other than the undersigned, or (ii) if Original Dollar Notes tendered by book-entry transfer which are not exchanged are to be returned by credit to an account maintained at the DTC other than the DTC Account Number set forth above. Issue Dollar Exchange Notes and/or Original Dollar Notes to:		To be completed ONLY if Original Dollar Notes in a principal amount not tendered, or Dollar Exchange Notes issued in exchange for Original Dollar Notes accepted for exchange, are to be mailed or delivered to someone other than the undersigned, or to the undersigned at an address other than that shown below the undersigned's signature. Mail or deliver Dollar Exchange Notes and/or Original Dollar Notes to:
Name:	(Please Type or Print)	Name:		(Please Type or Print)
Address:		Address:		(Include Zip Code)
	(Include Zip Code)			(Tax Identification or Social Security Number)
		o	Credit unexchanged Original Dollar Notes delivered by book-entry transfer to the DTC account number set forth below.
(Tax Identification or Social Security Number)		DTC Account Number:

BROKER-DEALER STATUS

        To be completed ONLY if the Beneficial Owner is a participating Broker-Dealer who holds securities acquired as a result of market-making or other trading activities and wishes to receive 10 additional copies of the Prospectus and 10 copies of any amendments or supplements thereto for use in connection with resales of new securities received in exchange for such securities:

Name:
Address:
	(Including Zip Code)

Area Code and Telephone Number of Contact Person:

(Tax Identification or Social Security Number)

MEDALLION SIGNATURE GUARANTEE
(If Required by Instruction 3)

Certain signatures must be guaranteed by an Eligible Guarantor Institution.

Signature(s) Guaranteed by an Eligible Institution:
	(Authorized Signature)
(Title)
(Name of Firm)
(Address, Include Zip Code)
(Area Code and Telephone Number)
Dated                                     , 201

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1.

Delivery of this Letter of Transmittal and Certificates.

        A holder of Original Dollar Notes may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Original Dollar Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, or (ii) complying with the procedure for book-entry transfer described below. Original Dollar Notes tendered hereby must be in minimum denominations or principal amount at maturity of $2,000 with integral multiples of $1,000.

        Holders of Original Dollar Notes may tender Original Dollar Notes by book-entry transfer by crediting the Original Dollar Notes to the Exchange Agent's account at DTC in accordance with DTC's Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP procedures with respect to the Exchange Offer. DTC participants that are accepting the Exchange Offer should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the Exchange Agent's account at DTC. DTC will then send a computer-generated message (an "Agent's Message") to the Exchange Agent for its acceptance in which the holder of the Original Dollar Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal or the DTC participant confirms on behalf of itself and the beneficial owners of such Original Dollar Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Delivery of the Agent's Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent's Message.

        The method of delivery of this Letter of Transmittal, the Original Dollar Notes and any other required documents is at the election and risk of the holder, and except as otherwise provided below, the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If such delivery is by mail, it is suggested that registered mail with return receipt requested, properly insured, be used. In all cases sufficient time should be allowed to permit timely delivery. No Original Dollar Notes or Letters of Transmittal should be sent to the Company.

        No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Original Dollar Notes for exchange.

2.

Partial Tenders; Withdrawals.

        If less than the entire principal amount of Original Dollar Notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the aggregate principal amount of Original Dollar Notes tendered in the boxes above entitled "Description of Original 2019 Notes" or "Description of Original 2020 Notes," as applicable. A newly issued certificate for the Original Dollar Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All Original Dollar Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.

        If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn prior to the Expiration Date.

        To be effective with respect to the tender of Original Dollar Notes, a written notice of withdrawal must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above before the Company notifies the Exchange Agent that they have accepted the tender of Original Dollar

Notes pursuant to the Exchange Offer; (ii) specify the name of the person who tendered the Original Dollar Notes to be withdrawn; (iii) identify the Original Dollar Notes to be withdrawn (including the principal amount of such Original Dollar Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Original Dollar Notes and the principal amount of Original Dollar Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Original Dollar Notes exchanged; and (v) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Original Dollar Notes promptly following receipt of notice of withdrawal. If Original Dollar Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Original Notes or otherwise comply with the book-entry transfer facility's procedures. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the Company, and such determination will be final and binding on all parties.

        Any Original Dollar Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Original Dollar Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Original Dollar Notes tendered by book-entry transfer into the Exchange Agent's account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such Original Dollar Notes will be credited to an account with such book-entry transfer facility specified by the holder) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Original Dollar Notes may be retendered by following one of the procedures described under the caption "The Exchange Offer—Procedures for Tendering Original Dollar Notes" in the Prospectus at any time prior to the Expiration Date.

3.

Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures.

        If this Letter of Transmittal is signed by the registered holder(s) of the Original Dollar Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever. If any of the Original Dollar Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

        If a number of Original Dollar Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Original Dollar Notes.

        When this Letter of Transmittal is signed by the registered holder or holders (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Original Dollar Notes) of Original Dollar Notes listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required.

        If this Letter of Transmittal is signed by a person other than the registered holder or holders of the Original Dollar Notes listed, such Original Dollar Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Company and duly executed by the registered holder, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the Original Dollar Notes.

        If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority so to act must be submitted.

        Endorsements on certificates or signatures on separate written instruments of transfer or exchange required by this Instruction 3 must be guaranteed by an Eligible Guarantor Institution (as defined below).

        Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless Original Dollar Notes are tendered: (i) by a holder who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution. In the event that the signatures in this Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by an eligible guarantor institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program (each such entity, an "Eligible Guarantor Institution"). If Original Dollar Notes are registered in the name of a person other than the signer of this Letter of Transmittal, the Original Dollar Notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Company, in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Guarantor Institution.

4.

Special Issuance and Delivery Instructions.

        Tendering holders should indicate, as applicable, the name and address to which the Dollar Exchange Notes or certificates for Original Dollar Notes not exchanged are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. Holders tendering Original Dollar Notes by book-entry transfer may request that Original Dollar Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate.

5.

Transfer Taxes.

        Except as otherwise provided in this Instruction 5, the Company shall pay or cause to be paid any transfer taxes applicable to the transfer and exchange of Original Dollar Notes to it or its order pursuant to the Exchange Offer. If, however, certificates representing Dollar Exchange Notes or Original Dollar Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any other person other than the registered holder of the Original Dollar Notes tendered, or if tendered Original Dollar Notes are registered in the name of any person other than the person signing the Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer and exchange of Original Dollar Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the applicable holder. If satisfactory evidence of payment of such taxes or exception therefrom is not submitted herewith the amount of such transfer taxes will be billed directly to such holder.

6.

Waiver of Conditions.

        The Company reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

7.

Mutilated, Lost, Stolen or Destroyed Securities.

        Any holder whose Original Dollar Notes have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated below for further instructions.

8.

Requests for Assistance or Additional Copies.

        Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth above. In addition, all questions relating to the Exchange Offer, as well as

requests for assistance, may be directed to the Exchange Agent at the address and telephone number indicated above.

IMPORTANT: This Letter of Transmittal or a facsimile or copy thereof (together with certificates of Original Dollar Notes or confirmation of book-entry transfer and all other required documents) must be received by the Exchange Agent on or prior to the Expiration Date.

QuickLinks

EXHIBIT 99.1

SIGNATURES MUST BE PROVIDED BELOW; PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
BROKER-DEALER STATUS
INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER