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  Exhibit 4.2    
    


 
 

  SEVENTH SUPPLEMENTAL INDENTURE    
    


 DATED AS OF June 27, 2008  


 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  








        SEVENTH
SUPPLEMENTAL INDENTURE, dated as of June 27, 2008 (this "Seventh 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 April 10, 2007, the Fifth Supplemental Indenture thereto dated
February 1, 2008, and the Sixth Supplemental Indenture thereto dated May 23, 2008 (collectively, the "Original Indenture" and, together
with this Seventh Supplemental Indenture, the "Indenture"), among Coors Brewing Company, a Colorado corporation (the
"Company"), Molson Coors Brewing Company (f/k/a Adolph Coors Company), a Delaware corporation, Coors Distributing Company, a Colorado corporation, Coors
International Market Development, LLLP., a Colorado limited liability limited partnership, Coors Worldwide, Inc., a Colorado corporation, Coors Global Properties, Inc. (f/k/a Coors
Caribe, Inc.), a Colorado corporation, Coors International, Inc., a Colorado corporation, Coors Brewing Company International, Inc., a Colorado corporation, Molson Coors Capital
Finance ULC, a Nova Scotia unlimited liability company, 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"), 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 Seventh Supplemental Indenture pursuant to Section 9.01 of the Original Indenture; 


        WHEREAS,
Coors Distributing Company ("CDC"), a Guarantor, has merged (the "Merger") with
and into the Company, with the Company being the surviving Person; and 


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


        NOW,
THEREFORE, THIS SEVENTH 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.    The Company hereby expressly assumes all of the obligations of CDC
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 Seventh 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 Seventh Supplemental Indenture, in which case the terms of
this Seventh Supplemental Indenture shall govern and supersede those contained in the Original Indenture, this Seventh 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 Seventh 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 Seventh 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 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 Seventh Supplemental Indenture. 



        IN
WITNESS WHEREOF, the parties have caused this Seventh 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/ PETER S. SWINBURN








	 	 	Name:	 	Peter S. Swinburn
	 	 	Title:	 	President
	

 	
 	
GUARANTORS:
	

 	
 	
MOLSON COORS CAPITAL FINANCE ULC
	

 	
 	

By:	
 	

/s/ DOUGLAS N. BECK








	 	 	Name:	 	Douglas N. Beck
	 	 	Title:	 	Assistant Secretary














									
	 	 	MOLSON COORS BREWING COMPANY
	

 	
 	

By:	
 	

/s/ DOUGLAS N. BECK








	 	 	Name:	 	Douglas N. Beck
	 	 	Title:	 	Vice President
	

 	
 	
COORS DISTRIBUTING COMPANY
	

 	
 	

By:	
 	

/s/ WILLIAM G. WATERS









	 	 	Name:	 	William G. Waters
	 	 	Title:	 	Vice President
	

 	
 	
CBC HOLDCO, INC.
	

 	
 	

By:	
 	

/s/ DOUGLAS N. BECK








	 	 	Name:	 	Douglas N. Beck
	 	 	Title:	 	Secretary
	

 	
 	
MOLSON COORS INTERNATIONAL LP
	

 	
 	
 By:	
 	
MOLSON COORS INTERNATIONAL

GENERAL, ULC

Its General Partner
	

 	
 	

 	
 	

By:	
 	

/s/ TIMOTHY E. SCULLY








	 	 	 	 	 	 	Name:	 	Timothy E. Scully
	 	 	 	 	 	 	Title:	 	Chief Financial Officer
	

 	
 	
MOLSON COORS INTERNATIONAL GENERAL, ULC
	

 	
 	

By:	
 	

/s/ TIMOTHY E. SCULLY








	 	 	Name:	 	Timothy E. Scully
	 	 	Title:	 	Chief Financial Officer
	

 	
 	
COORS INTERNATIONAL HOLDCO, ULC
	

 	
 	

By:	
 	

/s/ TIMOTHY E. SCULLY








	 	 	Name:	 	Timothy E. Scully
	 	 	Title:	 	Chief Financial Officer
	

 	
 	
MOLSON COORS CALLCO ULC
	

 	
 	

By:	
 	

/s/ TIMOTHY E. SCULLY









	 	 	Name:	 	Timothy E. Scully
	 	 	Title:	 	Chief Financial Officer














									
	 	 	DEUTSCHE BANK TRUST COMPANY

        AMERICAS by DEUTSCHE BANK

NATIONAL TRUST COMPANY, as Trustee
	

 	
 	

By:	
 	

/s/ IRINA GOLOVASHCHUK








	 	 	Name:	 	Irina Golovashchuk
	 	 	Title:	 	Assistant Vice President
	

 	
 	

By:	
 	

/s/ RODNEY GAUGHAN








	 	 	Name:	 	Rodney Gaughan
	 	 	Title:	 	Vice President
















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Exhibit 4.2


SEVENTH SUPPLEMENTAL INDENTURE