TAP EX 4.1.10


Exhibit 4.1.10


ELEVENTH SUPPLEMENTAL INDENTURE
DATED AS OF NOVEMBER 11, 2011
to
INDENTURE
dated as of May 7, 2002
among
COORS BREWING COMPANY,
as Issuer
THE GUARANTORS NAMED THEREIN,
as Guarantors
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee









THIS ELEVENTH SUPPLEMENTAL INDENTURE, dated as of November 11, 2011 (this “Supplemental Indenture”), to the Indenture dated as of May 7, 2002, as supplemented by the First Supplemental Indenture thereto dated as of May 7, 2002, the Second Supplemental Indenture thereto dated as of October 3, 2003, the Third Supplemental Indenture thereto dated as of February 17, 2005, the Fourth Supplemental Indenture thereto dated as of April 10, 2007, the Fifth Supplemental Indenture thereto dated as of February 1, 2008, the Sixth Supplemental Indenture thereto dated as of May 23, 2008, the Seventh Supplemental Indenture thereto dated as of June 27, 2008, the Eighth Supplemental Indenture thereto dated as of June 30, 2008, the Ninth Supplemental Indenture dated December 25, 2010, and the Tenth Supplemental Indenture thereto dated March 8, 2011 (collectively, the “Original Indenture” and, together with this Supplemental Indenture, the “Indenture”), among Coors Brewing Company, a Colorado corporation (the “Company”), Molson Coors Brewing Company, a Delaware corporation (the “Parent”), Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company, Molson Coors International L.P., a Delaware limited partnership, CBC Holdco LLC, a Colorado limited liability company, Molson Coors International General, ULC, a Nova Scotia unlimited liability company, Coors International Holdco, ULC, a Nova Scotia unlimited liability company, Molson Coors Callco ULC, a Nova Scotia unlimited liability company, Molson Canada 2005, a Canadian partnership, MC Holding Company LLC, a Colorado limited liability company, CBC Holdco 2 LLC, a Colorado limited liability company, and Newco3, Inc., a Colorado corporation (collectively, the “Guarantors”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (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.  Newco3, 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. 
	
			
	 
	COORS BREWING COMPANY

	 
	By:
	/s/ Julio Ramirez                                                            
Julio Ramirez     
VP, Taxation, and Treasurer

	 
	 
	 

	GUARANTORS:
	MOLSON COORS CAPITAL FINANCE ULC

	 
	By:
	/s/ Julio Ramirez                                                            
Julio Ramirez     
Treasurer

	 
	 
	 

	 
	MOLSON COORS BREWING COMPANY

	 
	By:
	/s/ Julio Ramirez                                                            
Julio Ramirez     
VP, Treasurer, Tax & Strategic Finance

	 
	 
	 

	 
	CBC HOLDCO LLC

	 
	By:
	CBC HOLDCO 2 LLC,
Managing Member

	 
	By:
	/s/ Julio Ramirez                                                            
Julio Ramirez     
VP, Taxation and Treasurer

	 
	 
	 

	 
	MOLSON COORS INTERNATIONAL LP

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

	 
	By:
	/s/ Julio Ramirez                                                            
Julio Ramirez     
Treasurer

	 
	 
	 

	 
	MOLSON COORS INTERNATIONAL GENERAL, ULC

	 
	By:
	/s/ Julio Ramirez                                                            
Julio Ramirez     
Treasurer







	
			
	 
	COORS INTERNATIONAL HOLDCO, ULC

	 
	By:
	/s/ Julio Ramirez                                                            
Julio Ramirez     
Treasurer

	 
	 
	 

	 
	MOLSON COORS CALLCO ULC

	 
	By:
	/s/ Julio Ramirez                                                            
Julio Ramirez     
Treasurer

	 
	 
	 

	 
	MOLSON CANADA 2005

	 
	By:
	/s/ E. Jay Wells                                                           
E. Jay Wells     
Chief Financial Officer

	 
	 
	 

	 
	MC HOLDING COMPANY LLC

	 
	By:
	/s/ Julio Ramirez                                                            
Julio Ramirez     
VP, Taxation and Treasurer

	 
	 
	 

	 
	CBC HOLDCO 2 LLC

	 
	By:
	CBC HOLDCO LLC,
Managing Member

	 
	By:
	/s/ Julio Ramirez                                                            
Julio Ramirez     
VP - Taxation and Treasurer

	 
	 
	 

	 
	NEWCO3, INC.

	 
	By:
	/s/ Julio Ramirez                                                            
Julio Ramirez     
Treasurer

	 
	 
	 

	 
	DEUTSCHE BANK TRUST COMPANY AMERICAS by DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee

	 
	By:
	                                                                                         
Name:     
Title:

	 
	By:
	                                                                                         
Name:     
Title: