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Exhibit 4.2    
    


THIRD
SUPPLEMENTAL INDENTURE 


DATED
AS OF APRIL 10, 2007 


to



INDENTURE



dated
as of September 22, 2005 


among



MOLSON
COORS CAPITAL FINANCE ULC, 


as
Issuer 


THE
GUARANTORS NAMED THEREIN, 


as
Guarantors, 


THE
BANK OF NEW YORK TRUST COMPANY, N.A., 


as
U.S. Trustee 


and



THE
CANADA TRUST COMPANY 


as
Canadian Trustee 






 






 

        THIRD
SUPPLEMENTAL INDENTURE, dated as of April 10, 2007 (this "Third Supplemental Indenture"), to the Indenture dated as of September 22,
2005, as amended by that First Supplemental Indenture and that Second Supplemental Indenture, each dated as of September 22, 2005 (collectively, the "Original
Indenture") among MOLSON COORS CAPITAL FINANCE ULC, a Nova Scotia unlimited liability company (the "Company"), MOLSON COORS BREWING COMPANY, a
Delaware corporation (the "Parent Guarantor"), COORS BREWING COMPANY, a Colorado corporation, COORS DISTRIBUTING COMPANY, a Colorado corporation, COORS
WORLDWIDE, INC., a Colorado corporation, COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P., a Colorado limited liability limited partnership, COORS GLOBAL PROPERTIES, INC., a Colorado
corporation, COORS INTERCONTINENTAL, INC., a Colorado corporation, and COORS BREWING COMPANY INTERNATIONAL, INC., a Colorado corporation (collectively, the "Subsidiary
Guarantors" and, together with the Parent Guarantor, the "Guarantors"), THE BANK OF NEW YORK, TRUST COMPANY, N.A., as successor to TD Banknorth,
National Association, as U.S. Trustee (the "U.S. Trustee") and THE CANADA TRUST COMPANY, a trust company duly amalgamated and existing under the laws
of Canada, as Canadian Trustee (the "Canadian Trustee" and together with the U.S. Trustee, the "Trustees"). 


        WHEREAS,
on April 10, 2007 the Company transferred substantially all of its assets to Coors Brewing Company International, Inc. for consideration determined to be fair
market value by the Board of Directors for the assets transferred (the "Transfer"); 


        WHEREAS,
on April 10, 2007, Coors Worldwide, Inc., Coors Intercontinental, Inc. and Coors Brewing Company International, Inc. (together, the "Merged
Guarantors") merged (the "Merger") with and into Molson Coors International L.P., a Delaware limited liability company ("MCIL"); 


        WHEREAS,
pursuant to Section 5.01 of the Original Indenture, the Securities issued pursuant to the Indenture shall be guaranteed by certain Subsidiaries, including the surviving
entity of the Merger Guarantors; 


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


        WHEREAS,
on April 10, 2007, the newly-formed Subsidiaries MCIL, CBC HOLDCO, INC., a Colorado corporation, MCBC INTERNATIONAL HOLDCO, INC., a Colorado corporation,
MOLSON COORS INTERNATIONAL GENERAL, ULC, a Nova Scotia unlimited liability company, COORS INTERNATIONAL HOLDCO, ULC, a Nova Scotia unlimited liability company and MOLSON COORS
CALLCO ULC, a Nova Scotia unlimited liability company, agreed to guarantee the obligations under the Credit Agreement dated as of February 17, 2005 (the "Credit
Agreement") between the Parent Guarantor, the Company, Molson Canada 2005, Molson Inc., Molson Coors Canada Inc. and Coors Brewers Limited, the Lenders party thereto,
Wachovia Bank, National Association, as Administrative Agent, Issuing Bank and Swingline Lender, and Bank of Montreal, as Canadian Administrative Agent, Issuing Bank and Swingline Lender; 


        NOW,
THEREFORE, in consideration of the above premises, each of MCIL, CBC HOLDCO, INC., MCBC INTERNATIONAL HOLDCO, INC., MOLSON COORS INTERNATIONAL GENERAL, ULC,
COORS INTERNATIONAL HOLDCO, ULC, and MOLSON COORS CALLCO ULC hereby agree (i) to be added to the definition of "Subsidiary Guarantors"; and (ii) to guarantee payment of the
Securities, on the same terms as and conditions as those set forth in Article 10 of the Original Indenture. Furthermore, the Company hereby confirms that it remains liable under the Indenture
as "the Company" and in addition to becoming a Subsidiary Guarantor, 


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MCIL
hereby agrees that it is liable as a co-issuer for the payment of principal and interest on the Securities and agrees to be added to the definition of the "Company" for
such purposes. 


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


        This
Third Supplemental Indenture may be executed by one or more the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument. 



        The
Trustees make no representations as to the validity or sufficiency of this Third Supplemental Indenture. The recitals and factual statements contained herein are deemed to be those
of the Company and not of the Trustees. 


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



	 	 	MOLSON COORS INTERNATIONAL L.P.
	

 	
 	

By:	

/s/  MICHAEL J. GANNON      
 Name: Michael J. Gannon

Title: Vice President, Global Treasurer
	

 	
 	
CBC HOLDCO, INC.
	

 	
 	

By:	

/s/  MICHAEL J. GANNON      
 Name: Michael J. Gannon

Title: President
	

 	
 	
MCBC INTERNATIONAL HOLDCO, INC.
	

 	
 	

By:	

/s/  MICHAEL J. GANNON      
 Name: Michael J. Gannon

Title: President
	

 	
 	
MOLSON COORS INTERNATIONAL GENERAL, ULC
	

 	
 	

By:	

/s/  KELLY L. BROWN      
 Name: Kelly L. Brown

Title: Secretary
	
 	
 	

By:	

/s/  LORI A. BALL      
 Name: Lori A. Ball

Title: Assistant Secretary
	 	 	 	 



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COORS INTERNATIONAL HOLDCO, ULC
	

 	
 	

By:	

/s/  KELLY L. BROWN      
 Name: Kelly L. Brown

Title: Secretary
	
 	
 	

By:	

/s/  LORI A. BALL      
 Name: Lori A. Ball

Title: Assistant Secretary
	

 	
 	
MOLSON COORS CALLCO ULC
	

 	
 	

By:	

/s/  MICHAEL J. GANNON      
 Name: Michael J. Gannon

Title: Treasurer
	
 	
 	

By:	

/s/  KELLY L. BROWN      
 Name: Kelly L. Brown

Title: Secretary
	

 	
 	
MOLSON COORS CAPITAL FINANCE ULC
	

 	
 	

By:	

/s/  MICHAEL J. GANNON      
 Name: Michael J. Gannon

Title: President and Chief Executive Officer
	
 	
 	

By:	

/s/  KELLY L. BROWN      
 Name: Kelly L. Brown

Title: Secretary
	

 	
 	
MOLSON COORS BREWING COMPANY
	

 	
 	

By:	

/s/  MICHAEL J. GANNON      
 Name: Michael J. Gannon

Title: Vice President, Global Treasurer
	 	 	 	 





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COORS BREWING COMPANY
	

 	
 	

By:	

/s/  MICHAEL J. GANNON      
 Name: Michael J. Gannon

Title: Treasurer, Chief Corporate Finance Officer
	

 	
 	
COORS DISTRIBUTING COMPANY
	

 	
 	

By:	

/s/  MICHAEL J. GANNON      
 Name: Michael J. Gannon

Title: Treasurer
	

 	
 	
COORS GLOBAL PROPERTIES, INC.
	

 	
 	

By:	

/s/  SAMUEL D. WALKER      
 Name: Samuel D. Walker

Title: Chairman
	

 	
 	
COORS INTERNATIONAL MARKET DEVELOPMENT, L.L.L.P.
	

 	
 	

By:	

Coors Global Properties, Inc.

Its General Partner
	
 	
 	

By:	

/s/  SAMUEL D. WALKER      
 Name: Samuel D. Walker

Title: Chairman
	

 	
 	
THE BANK OF NEW YORK TRUST COMPANY, N.A.

as U.S. Trustee
	

 	
 	

By:	

/s/  PETER M. MURPHY      
 Name: Peter M. Murphy

Title: Vice President
	
 	
 	

By:	

/s/  TRACEY CONNIFF      
 Name: Tracey Conniff

Title: Assistant Treasurer
	 	 	 	 



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THE CANADA TRUST COMPANY

as Canadian Trustee
	

 	
 	

By:	

/s/  RICHARD MORGAN      
 Name: Richard Morgan

Title: Authorized Signatory
	

 	
 	

By:	

/s/  KATHRYN T. THORPE      
 Name: Kathryn T. Thorpe

Title: Authorized Signatory




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Exhibit 4.2