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  EXHIBIT 4.1.1    
    


MOLSON COORS INTERNATIONAL LP, as Issuer 


and 


THE GUARANTORS NAMED HEREIN, as Guarantors 


and 


COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee 










  






SECOND SUPPLEMENTAL INDENTURE


Dated
as of December 25, 2010 


to
the 


INDENTURE
dated as of October 6, 2010 










  



















































  
        THIS SECOND SUPPLEMENTAL INDENTURE, dated as of December 25, 2010 (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, and MOLSON CANADA 2005, a Canadian partnership,
and MC Holding Company LLC, a Colorado limited liability company (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.    MC Holding Company LLC 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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EXHIBIT 4.1.1