270 Legal [Sample Agreements]

JOINT VENTURE AGREEMENT

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ARTICLE II
THE JOINT VENTURE

Section 2.01 Organization of the Company. On the Closing Date, the Shareholders shall cause the Company to be formed as a Delaware limited liability company by filing a certificate of formation with the Secretary of State of the State of Delaware in the form agreed by the Shareholders and by their execution of the Operating Agreement. On the Closing Date, the Shareholders shall cause the Company to execute a joinder to this Agreement as a Party hereto in the form agreed by the Shareholders (the “Joinder”).

Section 2.02 Operating Agreement. On the Closing Date, the Shareholders shall execute and deliver the limited liability company operating agreement governing the affairs of the Company and the conduct of the Company’s business substantially in the form attached hereto as Attachment I (the “Operating Agreement”).

Section 2.03 Name. The name of the Company shall be MillerCoors LLC.

Section 2.04 Shareholders. Upon the formation of the Company, the Company shall have authorized capital consisting of 1,000,000 Shares, consisting of 840,000 Class A Shares and 160,000 Class B Shares, and no preferred shares. Of those 1,000,000 Shares, immediately after the Closing, Miller will own all 160,000 Class B Shares, while Miller and CBC will each own 420,000 Class A Shares. Miller’s 160,000 Class B Shares and 420,000 Class A Shares are collectively referred to herein as the “Miller Interests,” and CBC’s 420,000 Class A Shares are referred to herein as the “CBC Interests.” As set forth more fully in the Operating Agreement, the Class B Shares and the Class A Shares will have the same rights and preferences in all respects except that the Class B Shares shall not have voting rights or privileges.

Section 2.05 Board of Directors and Officers. From and after the Closing, the Company shall be managed by the Board and by officers as provided in the Operating Agreement.

Section 2.06 Purpose of the Company. Each of the Parties hereby acknowledges and agrees that the exclusive purposes for which the Company will be formed shall be:

(a) to serve as the vehicle for the joint venture between Miller and CBC relating to the combination of their respective operations in the Territory;

(b) to enter into and perform its obligations under the Transaction Documents to which it is a party; and

(c) to have all the powers permitted by the Delaware Act.

Subject to the terms of this Agreement and the Operating Agreement, the Company may engage in any activity and perform any and all acts necessary, appropriate, proper, advisable, incidental or convenient to or in furtherance of the foregoing purposes.

Section 2.07 Term. The term of the Company shall be perpetual unless earlier terminated in accordance with the provisions of the Operating Agreement.

Section 2.08 Initial Molson Coors Contributions.

(a) Upon the terms and subject to the conditions set forth in this Agreement, MCBC and CBC shall, and shall cause each of their respective Subsidiaries to, assign, transfer and convey at the Closing to the Company, and the Company shall assume and receive from MCBC, CBC and each of their respective Subsidiaries, all right, title and interest of every kind and nature in and to the Molson Coors Contributions, whether tangible or intangible, and wherever located and by whomever possessed, free and clear of any Lien, other than Permitted Liens. The transfer of the Molson Coors Contributions to the Company is intended to constitute a tax-free contribution to a partnership under Section 721 of the Code.

(b) The term “Molson Coors Contributions” shall include, except as otherwise specifically provided herein, all right, title and interest in and to all of the assets and liabilities of MCBC, CBC and their respective Subsidiaries used in, intended to be used in or related to the conduct of the Coors Business (other than the Molson Coors Excluded Assets and Molson Coors Excluded Liabilities) including all of MCBC’s, CBC’s and their respective Subsidiaries’ right, title and interest in and to and liabilities and obligations under:

(i) all current assets of the Coors Business (excluding cash (other than the CBC Cash Contribution and cash representing container deposits)), including accounts receivables, inventory, investments held for sale, pension assets and prepaid expenses;

(ii) all current liabilities of the Coors Business, including accounts payable and liabilities in respect of Non-Income Taxes, but excluding liabilities in respect of Income Taxes;

(iii) all machinery, equipment, vehicles, furniture, fixtures, printing plates, spare and replacement parts and other tangible personal property of the Coors Business;

(iv) the CBC Real Properties;

(v) all of (A) CBC’s equity interests in each of Rocky Mountain Metal Container LLC and Rocky Mountain Bottle Company LLC, (each of which shall be treated as a partnership for U.S. federal income tax purposes) and (B) the equity of AC Golden Brewing Company LLC, CBC Puerto Rico, LLC and Coors Distribution Company; provided, however, that (1) with respect to each of the Subsidiaries set forth in clauses (A) and (B) any Molson Coors Excluded Assets held by such entities or their Subsidiaries may be transferred out of such entities prior to Closing without violating any other provision of this Agreement, and (2) with respect to each of the Subsidiaries set forth in clause (B), no Molson Coors Excluded Liabilities of such entities or their Subsidiaries shall be assumed by the Company (but rather shall be fully assumed by or otherwise be the sole obligation and responsibility of the Molson Coors Group);

(vi) subject to Section 6.02(b), all Molson Coors Assumed Contracts;
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