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  Exhibit 4.4    
    


 
 

  FIFTH SUPPLEMENTAL INDENTURE    
    


 DATED AS OF May 23, 2008  


 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  


 COMPUTERSHARE TRUST COMPANY OF CANADA  


 as Canadian Trustee  









        FIFTH
SUPPLEMENTAL INDENTURE, dated as of May 23, 2008 (this "Fifth Supplemental Indenture"), to the Indenture dated as of
September 22, 2005, as supplemented by the First Supplemental Indenture and Second Supplemental Indenture thereto, each dated as of September 22, 2005, the Third Supplemental Indenture
thereto dated as of April 10, 2007, the Fourth Supplemental Indenture thereto dated as of February 1, 2008 (collectively, the "Original
Indenture" and, together with this Fifth Supplemental Indenture, the "Indenture"), among Molson Coors Capital
Finance ULC, a Nova Scotia unlimited liability company (the "Company"), Molson Coors Brewing Company, a Delaware corporation, 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, Coors Brewing Company
International, Inc., a Colorado corporation, Molson Coors International L.P., a Delaware limited partnership, 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, Molson Coors Callco ULC, a Nova Scotia unlimited liability company (collectively, 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 Computershare Trust Company of
Canada, a trust company duly incorporated and existing under the laws of Canada, as successor to The Canada Trust Company, as Canadian Trustee (the "Canadian
Trustee" and together with the U.S. Trustee, the "Trustees"). 


        WHEREAS,
the Company, the Guarantors and the Trustees are authorized to enter into this Fifth Supplemental Indenture pursuant to Section 9.01 of the Original Indenture; 



        WHEREAS,
Coors International Market Development, LLLP ("CIMD"), a Guarantor, has transferred substantially all of its assets to Coors
Global Properties, Inc. ("CGP"), a Guarantor (the "Asset Transfer"); 


        WHEREAS,
on May 26, 2008, CGP will merge (the "Merger", together with the Asset Transfer, the
"Consolidations") with and into Coors Brewing Company ("CBC"), a Guarantor, with CBC being the surviving
Person; and 


        WHEREAS,
Section 5.01(b) of the Indenture requires that when a Guarantor merges with or into, or transfers all or substantially all of its assets to, another Person, the surviving
Person shall expressly assume all the obligations of such Guarantor, if any, under its Subsidiary Guaranty. 


        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    Assumption of Obligations.    CGP hereby expressly assumes all the obligations of CIMD under its
Subsidiary Guaranty, and CBC hereby expressly assumes, as of May 26, 2008, all of the obligations of CGP under its Subsidiary Guaranty. 


        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. 


        Section 6    Concerning the Trustees.    In carrying out the Trustees' responsibilities hereunder, the Trustees
shall have all of the rights, protections, and immunities which the Trustees possess under the Indenture. The recitals contained herein shall be taken as the statements of the Company, and the
Trustees assume no responsibility for their correctness. The Trustees make no representations as to the validity or sufficiency of this Fifth Supplemental Indenture. 


        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 CAPITAL FINANCE ULC
	

 	
 	

By:	
 	

/s/ MICHAEL J. GANNON








	 	 	Name:	 	Michael J. Gannon
	 	 	Title:	 	President and Chief Executive Officer














									
	 	 	GUARANTORS:
	

 	
 	
COORS BREWING COMPANY
	

 	
 	

By:	
 	

/s/ MICHAEL J. GANNON








	 	 	Name:	 	Michael J. Gannon
	 	 	Title:	 	Treasurer, Chief Corporate Finance Officer
	

 	
 	
MOLSON COORS BREWING COMPANY
	

 	
 	

By:	
 	

/s/ MICHAEL J. GANNON








	 	 	Name:	 	Michael J. Gannon
	 	 	Title:	 	Vice President, Global Treasurer
	

 	
 	
COORS DISTRIBUTING COMPANY
	

 	
 	

By:	
 	

/s/ MICHAEL J. GANNON








	 	 	Name:	 	Michael J. Gannon
	 	 	Title:	 	Treasurer
	

 	
 	
CBC HOLDCO, INC.
	

 	
 	

By:	
 	

/s/ MICHAEL J. GANNON








	 	 	Name:	 	Michael J. Gannon
	 	 	Title:	 	President
	

 	
 	
MOLSON COORS INTERNATIONAL LP
	

 	
 	
 By:	
 	
MOLSON COORS INTERNATIONAL

GENERAL, ULC

Its General Partner
	

 	
 	

 	
 	

By:	
 	

/s/ SAMUEL D. WALKER








	 	 	 	 	 	 	Name:	 	Samuel D. Walker
	 	 	 	 	 	 	Title:	 	Vice President
	

 	
 	
MOLSON COORS INTERNATIONAL

GENERAL, ULC
	

 	
 	

By:	
 	

/s/ SAMUEL D. WALKER








	 	 	Name:	 	Samuel D. Walker
	 	 	Title:	 	Vice President














									
	 	 	COORS INTERNATIONAL HOLDCO, ULC
	

 	
 	

By:	
 	

/s/ E. JAY WELLS








	 	 	Name:	 	E. Jay Wells
	 	 	Title:	 	Vice President, Taxation
	

 	
 	
MOLSON COORS CALLCO ULC
	

 	
 	

By:	
 	

/s/ E. JAY WELLS









	 	 	Name:	 	E. Jay Wells
	 	 	Title:	 	Vice President, Taxation
	

 	
 	
COORS INTERNATIONAL MARKET

EVELOPMENT, L.L.L.P.
	

 	
 	

By:	
 	

COORS GLOBAL PROPERTIES, INC.,

Its General Partner
	

 	
 	

 	
 	

By:	
 	

/s/ PATTI ZENK BEACOM








	 	 	 	 	 	 	Name:	 	Patti Zenk Beacom
	 	 	 	 	 	 	Title:	 	President
	

 	
 	
COORS GLOBAL PROPERTIES, INC.
	

 	
 	

By:	
 	

/s/ PATTI ZENK BEACOM








	 	 	Name:	 	Patti Zenk Beacom
	 	 	Title:	 	President
	

 	
 	
THE BANK OF NEW YORK TRUST

COMPANY, N.A., as U.S. Trustee
	

 	
 	

By:	
 	

/s/ VANETA I. BERNARD








	 	 	Name:	 	Vaneta I. Bernard
	 	 	Title:	 	Vice President
	

 	
 	
COMPUTERSHARE TRUST COMPANY OF

CANADA, as Canadian Trustee
	

 	
 	

By:	
 	

/s/ MICHELLE MENDONCA








	 	 	Name:	 	Michelle Mondonca
	 	 	Title:	 	Professional, Corporate Trust
	

 	
 	

By:	
 	

/s/ MOHANIE SHIVPRASSAD








	 	 	Name:	 	Mohanie Shivprassad
	 	 	Title:	 	Professional, Corporate Trust
















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Exhibit 4.4


FIFTH SUPPLEMENTAL INDENTURE