Exhibit



         Exhibit 4.5.6



FIFTH SUPPLEMENTAL INDENTURE 
 
DATED AS OF OCTOBER 11, 2016 
 
To 
 
INDENTURE 
 
dated as of July 7, 2016 
 
among 
 
MOLSON COORS BREWING COMPANY, as Issuer 
 
THE GUARANTORS NAMED THEREIN, as Guarantors 
 
and 
 
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of October 11, 2016 (this “Fifth Supplemental Indenture”), to the Indenture dated as of July 7, 2016 (the “Original Indenture”), as supplemented by the First Supplemental Indenture thereto dated as of July 7, 2016, the Second Supplemental Indenture thereto dated as of July 7, 2016, the Third Supplemental Indenture thereto dated as of August 19, 2016 and the Fourth Supplemental Indenture thereto dated as of September 30, 2016 (collectively, the “Supplemental Indentures” and, together with the Original Indenture and this Fifth Supplemental Indenture, the “Indenture”), is among Molson Coors Brewing Company, a Delaware corporation (the “Company”), CBC Holdco LLC, a Colorado limited liability company, CBC Holdco 2 LLC, a Colorado limited liability company, Coors Brewing Company, a Colorado corporation, MC Holding Company LLC, a Colorado limited liability company, Newco3, Inc., a Colorado corporation, Molson Canada 2005, an Ontario partnership, Molson Coors International General, ULC, a Nova Scotia unlimited liability company, Molson Coors Callco ULC, a Nova Scotia unlimited liability company, Molson Coors Holdco Inc., a Delaware corporation, Molson Coors International LP, a Delaware limited partnership, Coors International Holdco 2, ULC, a Nova Scotia unlimited liability company, MillerCoors Holdings LLC, a Colorado limited liability company, CBC Holdco 3, Inc., a Colorado corporation, MillerCoors LLC, a Delaware limited liability company, and Jacob Leinenkugel Brewing Co., LLC, a Wisconsin limited liability company (collectively, the “Guarantors”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (the “Trustee”).


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WHEREAS, Section 14.1(k) of the Original Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture without notice to or consent of any Securityholder to add guarantors with respect to any series of Securities, including any Guarantors;
WHEREAS, the Company desires to add MillerCoors LLC and Jacob Leinenkugel Brewing Co., LLC (the “New Guarantors”), as Guarantors under the Indenture;
NOW, THEREFORE, THIS FIFTH 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.    Addition of Guarantors.  Each of the New Guarantors hereby agrees to guarantee payment of the Securities as a Guarantor, on the same terms and conditions as those set forth in Article XVI of the Original Indenture.
Section 3.    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 Fifth 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 Fifth Supplemental Indenture, in which case the terms of this Fifth Supplemental Indenture shall govern and supersede those contained in the Original Indenture, this Fifth 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 4.    Counterparts.  This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
Section 5.    Governing Law.  This Fifth 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.


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Section 6.    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 Fifth Supplemental Indenture.


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IN WITNESS WHEREOF, the parties have caused this Fifth Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the date first above written.
	
		
	 
	MOLSON COORS BREWING COMPANY
By:   /s/ Michael J. Rumley   
Name:   Michael J. Rumley
Title:   Vice President Treasurer



	GUARANTORS:
	CBC HOLDCO LLC 
By:   /s/ Michael J. Rumley   
Name:    Michael J. Rumley
Title:    Vice President, Treasurer

	 
	 

	 
	CBC HOLDCO 2 LLC
By:   /s/ Michael J. Rumley   
Name:    Michael J. Rumley
Title:    Vice President, Treasurer



	 
	COORS BREWING COMPANY 
By:   /s/ Michael J. Rumley   
Name:    Michael J. Rumley
Title:    Vice President, Treasurer








[Signature Page to Fifth Supplemental Indenture]





	
		
	 
	MC HOLDING COMPANY LLC
By:   /s/ Michael J. Rumley   
Name:    Michael J. Rumley
Title:    Vice President, Treasurer



	 
	NEWCO3, INC.
By:   /s/ Michael J. Rumley   
Name:    Michael J. Rumley
Title:    Vice President, Treasurer



	 
	

MOLSON CANADA 2005
By:   /s/ Michael J. Rumley   
Name:    Michael J. Rumley
Title:    Treasurer



	 
	

MOLSON COORS INTERNATIONAL GENERAL, ULC
By:   /s/ Michael J. Rumley   
Name:    Michael J. Rumley
Title:    Treasurer








[Signature Page to Fifth Supplemental Indenture]







	
		
	 
	

MOLSON COORS CALLCO ULC
By:   /s/ Michael J. Rumley   
Name:    Michael J. Rumley
Title:    Treasurer



	 
	

MOLSON COORS HOLDCO INC.
By:   /s/ Michael J. Rumley   
Name:    Michael J. Rumley
Title:    Vice President, Treasurer



	 
	MOLSON COORS INTERNATIONAL LP


By:   MOLSON COORS INTERNATIONAL 
            GENERAL, ULC, Its General Partner


By:   /s/ Michael J. Rumley   
Name:    Michael J. Rumley 
Title:    Treasurer








[Signature Page to Fifth Supplemental Indenture]







	
		
	 
	COORS INTERNATIONAL HOLDCO 2, ULC
By:   /s/ Michael J. Rumley   
Name:    Michael J. Rumley
Title:    Treasurer



	 
	MILLER COORS HOLDINGS LLC 
By:   /s/ Michael J. Rumley   
Name:    Michael J. Rumley
Title:    Vice President, Treasurer



	 
	CBC HOLDCO 3, INC. 
By:   /s/ Michael J. Rumley   
Name:    Michael J. Rumley
Title:    Vice President, Treasurer








[Signature Page to Fifth Supplemental Indenture]









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



	 
	JACOB LEINENKUGEL BREWING CO., LLC
By:   /s/ Tracey I. Joubert   
Name:    Tracey I. Joubert
Title:    Treasurer








[Signature Page to Fifth Supplemental Indenture]









	
		
	 
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee  
by DEUTSCHE BANK NATIONAL TRUST COMPANY
By:   /s/ Irina Golovashchuk   
Name:    Irina Golovashchuk
Title:    Vice President
By:   /s/ Debra A. Schwalb   
Name:    Debra A. Schwalb
Title:    Vice President










[Signature Page to Fifth Supplemental Indenture]