Supplemental Indenture

THIRD SUPPLEMENTAL INDENTURE Dated as of March 8, 2011 to the INDENTURE Dated as of October 6, 2010


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EXHIBIT 4.1.2

MOLSON COORS INTERNATIONAL LP, as Issuer

and

THE GUARANTORS NAMED HEREIN, as Guarantors

and

COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee



THIRD SUPPLEMENTAL INDENTURE

Dated as of March 8, 2011

to the

INDENTURE dated as of October 6, 2010




        THIS THIRD SUPPLEMENTAL INDENTURE, dated as of March 8, 2011 (this "Supplemental Indenture"), to the Indenture dated as of October 6, 2010, as supplemented by the First Supplemental Indenture thereto dated as of October 6, 2010, and as supplemented by the Second Supplemental Indenture dated December 25, 2010 (the "Original Indenture"), is entered into among MOLSON COORS INTERNATIONAL LP, a Delaware limited partnership (the "Issuer"), MOLSON COORS BREWING COMPANY, a Delaware corporation (the "Parent Guarantor"), COORS BREWING COMPANY, a Colorado corporation, MOLSON CANADA 2005, an Ontario partnership, CBC HOLDCO, INC., a Colorado corporation, COORS INTERNATIONAL HOLDCO ULC, a Nova Scotia unlimited liability company, MOLSON COORS CALLCO ULC, a Nova Scotia unlimited liability company, MOLSON COORS INTERNATIONAL GENERAL ULC, a Nova Scotia unlimited liability company, and MOLSON COORS CAPITAL FINANCE ULC, a Nova Scotia unlimited liability company, MOLSON CANADA 2005, a Canadian partnership, MC Holding Company LLC, a Colorado limited liability company and CBC Holdco 2, Inc., a Colorado corporation (collectively, the "Subsidiary Guarantors" and, together with the Parent Guarantor, the "Guarantors"), and COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company duly existing under the laws of Canada (the "Trustee").

        WHEREAS, the Company, the Guarantors and the Trustee are authorized to enter into this Supplemental Indenture pursuant to Section 9.01 of the Original Indenture;

        NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

        That the parties hereto hereby agree as follows:

        Section 1.    Defined Terms; Rules of Interpretation.    Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Indenture. The rules of interpretation set forth in the Indenture shall be applied hereto as if set forth in full herein.

        Section 2.    Additional Subsidiary Guarantor.    CBC Holdco 2, Inc. hereby agrees to guarantee payment of the Securities as a Subsidiary Guarantor, on the same terms and conditions as those set forth in Article 10 of the Original Indenture.

        Section 3.    Supplement to Section 2.02.    The following language is added to the end of Section 2.02 of the Original Indenture: "The addition of a Subsidiary of the Parent as a Subsidiary Guarantor under this Indenture on or after the Issue Date is deemed to be in accordance with this Section 2.02."

        Section 4.    Ratification of Original Indenture: Supplemental Indentures Part of Original Indenture.    Except as expressly amended or supplemented hereby, the Original Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Original Indenture for all purposes, and every Holder of any Securities heretofore or hereafter authenticated and delivered pursuant thereto shall be bound hereby. Except only insofar as the Original Indenture may be inconsistent with the express provisions of this Supplemental Indenture, in which case the terms of this Supplemental Indenture shall govern and supersede those contained in the Original Indenture, this Supplemental Indenture shall henceforth have effect so far as practicable as if all the provisions of the Original Indenture were contained in one instrument.

        Section 5.    Counterparts.    This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

        Section 6.    Governing Law.    This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.

        Section 7.    Concerning the Trustee.    In carrying out the Trustee's responsibilities hereunder, the Trustee shall have all of the rights, protections, and immunities which the Trustee possesses under the



Indenture. The recitals contained herein shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

        IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the date first above written.

    MOLSON COORS INTERNATIONAL LP

 

 

By:

 

MOLSON COORS INTERNATIONAL GENERAL, ULC, its General Partner

 

 

 

 

By:

 

/s/ Julio Ramirez

            Name:   Julio Ramirez
            Title:   Treasurer

GUARANTORS:

 

MOLSON COORS BREWING COMPANY

 

By:

 

/s/ Julio Ramirez


      Name:   Julio Ramirez

      Title:   VP, Treasurer, Tax & Strategic Finance

 

COORS BREWING COMPANY

 

By:

 

/s/ Julio Ramirez


      Name:   Julio Ramirez

      Title:   VP, Taxation, and Treasurer

 

MOLSON CANADA 2005

 

By:

 

/s/ E. Jay Wells


      Name:   E. Jay Wells

      Title:   Chief Financial Officer

 

CBC HOLDCO, INC.

 

By:

 

/s/ Julio Ramirez


      Name:   Julio Ramirez

      Title:   VP, Taxation and Treasurer

 

COORS INTERNATIONAL HOLDCO, ULC

 

By:

 

/s/ Julio Ramirez


      Name:   Julio Ramirez

      Title:   Treasurer

 

MOLSON COORS CALLCO ULC

 

By:

 

/s/ Julio Ramirez


      Name:   Julio Ramirez

      Title:   Treasurer

 

MOLSON COORS INTERNATIONAL GENERAL ULC

 

By:

 

/s/ Julio Ramirez


      Name:   Julio Ramirez

      Title:   Treasurer

 

MOLSON COORS CAPITAL FINANCE ULC

 

By:

 

/s/ Julio Ramirez


      Name:   Julio Ramirez

      Title:   Treasurer

 

MC HOLDING COMPANY LLC

 

By:

 

/s/ Julio Ramirez


      Name:   Julio Ramirez

      Title:   VP, Taxation, and Treasurer

TRUSTEE:

 

COMPUTERSHARE TRUST COMPANY OF CANADA

 

By:

 

/s/ Patricia Wakelin


      Name:   Patricia Wakelin

      Title:   Corporate Trust Officer

 

By:

 

/s/ Kemi Atawo


      Name:   Kemi Atawo

      Title:   Corporate Trust Officer



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