Exhibit



EXHIBIT 4.10



FIFTH SUPPLEMENTAL INDENTURE 
 
DATED AS OF SEPTEMBER 30, 2016 
 
To 
 
INDENTURE 
 
dated as of May 3, 2012 
 
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 September 30, 2016 (this “Fifth Supplemental Indenture”), to the Indenture dated as of May 3, 2012 (the “Original Indenture”), as supplemented by the First Supplemental Indenture thereto dated as of May 3, 2012, the Second Supplemental Indenture thereto dated as of June 15, 2012, the Third Supplemental Indenture thereto dated as of May 13, 2016, and the Fourth Supplemental Indenture thereto dated as of August 19, 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”), Coors Brewing Company, a Colorado corporation, Molson Coors International LP, a Delaware limited partnership, CBC Holdco LLC, a Colorado limited liability company, Molson Coors International General, ULC, a Nova Scotia unlimited liability company, Molson Coors Callco ULC, a Nova Scotia unlimited liability company, Molson Canada 2005, an Ontario partnership, MC Holding Company LLC, a Colorado limited liability company, CBC Holdco 2 LLC, a Colorado limited liability company, Newco3, Inc., a Colorado corporation, Molson Coors Holdco Inc., a Delaware corporation, and Coors International Holdco 2, ULC, a Nova Scotia unlimited liability company, MillerCoors Holdings LLC, a Colorado limited liability company, and CBC Holdco 3, Inc., a Colorado corporation (collectively, the “Guarantors”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (the “Trustee”).











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 or co-obligors with respect to any series of Securities;
WHEREAS, the Company desires to add MillerCoors Holdings LLC and CBC Holdco 3, Inc. (collectively, 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:
	COORS BREWING COMPANY
By:   /s/ Michael J. Rumley   
Name:    Michael J. Rumley
Title:    Vice President, Treasurer



	 
	CBC HOLDCO LLC
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]







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



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



	 
	

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



	 
	

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








[Signature Page to Fifth Supplemental Indenture]









	
		
	 
	

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





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








[Signature Page to Fifth Supplemental Indenture]









	
		
	 
	MILLERCOORS 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]











	
		
	 
	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/ Chris Niesz   
Name:   Chris Niesz
Title:   Assistant Vice President



	 
	 

	 
	 








[Signature Page to Fifth Supplemental Indenture]