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  EXHIBIT 10.38.2    
    


 
    MOLSON COORS INTERNATIONAL LP, as Issuer    
    
    and    
    
    THE GUARANTORS NAMED HEREIN, as Guarantors    
    
    and    
    
    COMPUTERSHARE TRUST
COMPANY OF CANADA, as Trustee    
    


 
 

  FIRST SUPPLEMENTAL INDENTURE    
    
    Dated as of October 6, 2010    
    
    to the    
    
    INDENTURE dated as of October 6, 2010    
    

















































 
 

  TABLE OF CONTENTS    
    

 






 



										
	 
	 	 
	 	 
	 	 
	 	Page 
	  ARTICLE I
	 	  DEFINITIONS
	 	2
	  ARTICLE II
	 	  DESIGNATION AND TERMS OF THE SECURITIES
	 	

3
	 	 
	 	 Section 2.01
	 	 Title and Aggregate Principal Amount
	 	

3
	 	 
	 	 Section 2.02
	 	 Execution
	 	4
	 	 
	 	 Section 2.03
	 	 Other Terms and form of the Securities
	 	4
	 	 
	 	 Section 2.04
	 	 Further Issues, Single Tranche
	 	4
	 	 
	 	 Section 2.05
	 	 Interest and Principal
	 	4
	 	 
	 	 Section 2.06
	 	 Place of Payment
	 	5
	 	 
	 	 Section 2.07
	 	 Depositary; Registrar
	 	5
	 	 
	 	 Section 2.08
	 	 No Redemption by Holders
	 	5
	 	 
	 	 Section 2.09
	 	 Taxes
	 	5
	  ARTICLE III
	 	  REDEMPTION OF THE SECURITIES
	 	

8
	 	 
	 	 Section 3.01
	 	 Optional Redemption
	 	

8
	 	 
	 	 Section 3.02
	 	 Tax Redemption Event
	 	8
	  ARTICLE IV
	 	  GUARANTIES
	 	

8
	 	 
	 	 Section 4.01
	 	 Parent Guaranty
	 	

8
	 	 
	 	 Section 4.02
	 	 Subsidiary Guaranties
	 	8
	  ARTICLE V
	 	  MISCELLANEOUS
	 	

9
	 	 
	 	 Section 5.01
	 	 Ratification of Original Indenture; Supplemental Indentures

Part of Original Indenture
	 	

9
	 	 
	 	 Section 5.02
	 	 Concerning the Trustee
	 	9
	 	 
	 	 Section 5.03
	 	 Counterparts
	 	9
	 	 
	 	 Section 5.04
	 	 Judgment Currency
	 	9
	 	 
	 	 Section 5.05
	 	 Successors and Assigns
	 	10
	  APPENDIX
	 	 
	  EXHIBIT A TO APPENDIX
	 	 




 

 










































 





        THIS FIRST SUPPLEMENTAL INDENTURE, dated as of October 6, 2010 (this "First Supplemental Indenture"), to the Indenture dated as of October 6, 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 HOLD CO 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 (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 Issuer, the Guarantors, and the Trustee have heretofore executed and delivered the Original Indenture to provide for the issuance from time to time of Securities (as defined
in the Original Indenture) of the Issuer, to be issued in one or more Series; 


        AND
WHEREAS Sections 2.01, 2.02 and 9.01 of the Original Indenture provide, among other things, that the Issuer and the Trustee may enter into indentures supplemental to the
Original Indenture for, among other things, the purpose of establishing the designation, form, terms and conditions of Securities of any Series as permitted by Sections 2.01, 2.02 and 9.01 of
the Original Indenture; 


        AND
WHEREAS the Issuer: (i) desires the issuance of a Series of Securities to be designated as hereinafter provided; and (ii) has requested the Trustee to enter into this
First Supplemental Indenture for the purpose of establishing the designation, form, terms and conditions of the Securities of one Tranche of such Series to be issued in Canadian Dollar denominations; 


        AND
WHEREAS the Issuer, under the laws relating thereto, is duly authorized to create and issue $500,000,000 aggregate principal amount of 3.95% Series A Notes due
October 6, 2017 (the "Series A Notes"); 


        AND
WHEREAS the Parent Guarantor and the Subsidiary Guarantors will guarantee the Series A Notes being issued pursuant to this First Supplemental Indenture; 



        AND
WHEREAS all action on the part of the Issuer necessary to authorize the issuance of the Series A Notes under the Original Indenture and under this First Supplemental Indenture
(the Original Indenture, as supplemented by this First Supplemental Indenture, being hereinafter called the "Indenture") has been duly taken. 


        AND
WHEREAS the foregoing recitals are made as representations and statements of fact by the Issuer and the Guarantors and not by the Trustee. 


        NOW,
THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH: 


        That,
in order to establish the designation, form, terms and conditions of, and to authorize the authentication and delivery of, the Series A Notes, and in consideration of the
acceptance of the Series A Notes by the Holders thereof and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows: 


 
 

  ARTICLE I
  Definitions    
    


        (a)   Capitalized
terms used herein and not otherwise defined herein or in the Appendix shall have the respective meanings ascribed thereto in the Original Indenture. 


        (b)   The
rules of interpretation set forth in the Original Indenture shall be applied hereto as if set forth in full herein. 









        (c)   For
all purposes of this First Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have
the following respective meanings (such meanings shall apply equally to both the singular and plural forms of the respective terms): 


        "Appendix"
has the meaning set forth in Section 2.03(b) hereof. 


        "Additional
Amounts" has the meaning set forth in Section 2.09(a) hereof. 


        "Additional
Securities" means 3.95% Series A Notes due October 6, 2017, denominated in Canadian Dollars and issued from time to time after the Issue Date pursuant to
Section 2.04 hereof and under the terms of the Indenture (other than pursuant to Sections 2.07, 2.08, 2.10 or 3.06 of the Original Indenture). 


        "CDS"
has the meaning set forth in Section 2.07 hereof. 


        "Canada
Yield Price" means a price equal to the price which, if the Series A Notes being redeemed were to be issued at such price on the date of redemption, would provide a yield
thereon from the date of redemption to their Maturity Date equal to the Government of Canada Yield plus 40 basis points, calculated on the Business Day preceding the date of redemption of the
Series A Notes. 


        "Code"
means the Internal Revenue Code of 1986, as amended. 


        "Excluded
Taxes" has the meaning set forth in Section 2.09(b) hereof. 


        "Government
of Canada Yield" means the effective yield from the date fixed for redemption to October 6, 2017, assuming semi-annual compounding, which a
non-callable Government of Canada bond, trading at par, would carry if issued in Canadian Dollars in Canada on the date fixed for redemption with a maturity date of October 6, 2017.
The Government of Canada Yield shall be calculated as the arithmetic average of the yields to maturity quoted by two Canadian investment dealers selected by the Issuer and acceptable to the Trustee. 



        "Indemnified
Taxes" means any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto)
imposed or
levied by or on behalf of the Government of the United States or any political subdivision or any authority or agency therein or thereof having power to tax. 


        "Interest
Payment Dates" has the meaning set forth in Section 2.05 hereof. 


        "Record
Dates" has the meaning set forth in Section 2.05 hereof. 


        "Series A
Notes" has the meaning set forth in the preamble hereof. 


        "Tax
Redemption Event" means a change (including an announced prospective change) in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the United States
or any political subdivision or taxing authority thereof or therein or any change (including an announced prospective change) in official position regarding the application or interpretation of such
laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date hereof, and which, in the
written opinion of legal counsel of recognized standing to the Issuer, has resulted or will result (assuming, in the case of any announced prospective change, that such change will become effective as
of the date specified in such announcement and in the form announced) in the Issuer, the Parent or any Subsidiary Guarantor, as the case may be, becoming obligated to pay, on the next succeeding date
on which principal, premium, if any, or interest is due, any Additional Amounts; provided that, the Issuer, the Parent or such Subsidiary Guarantor (or its successor), as the case may be, in its
business judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to it (or its successor). 


        "Transfer
Restricted Securities" has the meaning set forth in the Appendix hereto. 









        "United
States Alien" means any person who, for United States federal income tax purposes, is a foreign corporation, a non-resident alien individual, a
non-resident fiduciary of a foreign estate or trust, or a foreign partnership, one or more of the members of which is a foreign corporation, a non-resident alien individual or
a non-resident alien fiduciary of a foreign estate or trust and has notified the Parent in writing of its status as such. 


 
 

  ARTICLE II
  Designation and Terms of the Securities    
    


        Section 2.01    Title and Aggregate Principal Amount.    There is hereby created under this First Supplemental
Indenture one Series of Securities designated "Series A", which shall be issued under this First Supplemental Indenture in an aggregate principal amount of Cdn.$500,000,000 Series A
Notes bearing an interest rate of 3.95% with a maturity date of October 6, 2017. 



        Section 2.02    Execution.    The Series A Notes may forthwith be executed by the Issuer and delivered
to the Trustee for authentication and delivery by the Trustee in accordance with the provisions of Section 2.03 of the Original Indenture and Section 2.03(b) of this First Supplemental
Indenture. 


        Section 2.03    Other Terms and Form of the Securities.    (a) The Series A Notes shall have and
be subject to such other terms as provided in the Indenture and shall be evidenced by one or more Global Securities in registered form only and in the form of Exhibit A to the Appendix (as
defined below). Beneficial interests in a Global Security shall be represented through book-entry accounts to be established and maintained by CDS for financial institutions acting on
behalf of beneficial owners as direct and indirect participants in CDS. 


        (b)   Provisions
relating to the Series A Notes are set forth in the Appendix attached hereto (the "Appendix") which is hereby incorporated in and expressly made part
of this First Supplemental Indenture. The Series A Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A to the Appendix. The
Series A Notes may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Issuer is subject, if any, or usage (provided that any such notation,
legend or endorsement is in a form acceptable to the Issuer). Each Series A Note shall be dated the date of its authentication. The terms of the Series A Notes set forth in the Appendix
and the Exhibit thereto are part of the terms of this First Supplemental Indenture. 


        Section 2.04    Further Issues, Single Tranche.    The Issuer shall be entitled to issue Additional Securities
under this First Supplemental Indenture which shall have identical terms as the Series A Notes issued on the Issue Date, other than with respect to the date of issuance and issue price, so as
to form a single Series of Securities with the other Series A Notes issued hereunder. The Series A Notes issued on the Issue Date and any Additional Securities shall be treated as
a single Tranche for all purposes under the Indenture. 


        With
respect to any Additional Securities, the Issuer shall set forth in a Board Resolution and an Officers' Certificate, a copy of each of which shall be delivered to the Trustee, the
following information: 



	(1)
	the
aggregate principal amount of such Additional Securities to be authenticated and delivered pursuant to the Indenture;



	(2)
	the
issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a
price that would cause such Additional Securities to have "original issue discount" within the meaning of Section 1273 of the Code. 




        Section 2.05    Interest and Principal.    The Series A Notes issued under this First Supplemental
Indenture will mature on October 6, 2017 and will bear interest at the rate of 3.95% per annum. The Issuer will pay interest on the Series A Notes, in arrears, in equal installments, on
each April 6 and 










October 6
in each year (the "Interest Payment Dates"), beginning on April 6, 2011, to the holders of record as of the close of business on the immediately preceding April 1 or
October 1 (the "Record Dates"), respectively. Interest on the Series A Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from
the date of issuance. Unless otherwise specifically provided in the terms of the Series A Notes, interest for any period of less than 6 months shall be computed on the basis of a year of
365 days. Whenever interest is computed on a basis of a year (the "deemed year") which contains fewer days than the actual number of days in the calendar year of calculation, such rate of
interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days
in the calendar year of calculation and dividing it by the number of days in the deemed year. Payments of the principal of and interest on the Series A Notes shall be made in Canadian Dollars,
and the Series A Notes shall be denominated in Canadian Dollars. 


        Section 2.06    Place of Payment.    The place of payment where the Series A Notes may be presented or
surrendered for payment, where the principal of and interest and any other payments due on the Series A Notes are payable, where the Series A Notes may be surrendered for registration of
transfer or exchange and where notices and demands (other than service of process) to and upon the Issuer in respect of the Series A Notes and the Indenture may be served shall be in Toronto,
Canada, and the office or agency maintained by the Issuer for such purpose shall be the Corporate Trust Office of the Trustee in Toronto. At the option of the Issuer, payment of interest on the
Series A Notes may be made by cheque mailed to registered Holders in accordance with Section 2.13 (e) of the Original Indenture. 


        Section 2.07    Depositary; Registrar.    The Issuer appoints CDS Clearing and Depository Services Inc.
("CDS") to act as Depositary with respect to the Global Securities. The Issuer appoints the Trustee to act as the Registrar and the Paying Agent and designates the Trustee's Toronto office as the
office or agency referred to in Section 2.04 of the Original Indenture. 


        Section 2.08    No Redemption by Holders.    The Series A Notes shall not be redeemable at the option of
any Holder thereof, upon the occurrence of any particular circumstances or otherwise. The Series A Notes will not have the benefit of any sinking fund. 


        Section 2.09    Taxes.    (a) Any and all payments made by or on behalf of the Issuer, the Parent or any
of the Subsidiary Guarantors under or with respect to any Series A Notes or the Guaranties to a United States Alien will be made free and clear of, and without withholding or deduction for or
on account of, any Indemnified Taxes, unless the Issuer, the Parent or such Subsidiary Guarantor, as the case may be, is required to withhold or deduct Indemnified Taxes by law or by the
interpretation or administration thereof. If the Issuer, the Parent or such Subsidiary Guarantor is so required to withhold or deduct any amount for or on account of Indemnified Taxes from any payment
made under or with respect to the Series A Notes or the Guaranties, the Issuer, the Parent or such Subsidiary Guarantor, as the case may be, shall pay to each Holder of such Series A
Notes, as additional interest, such additional amounts (the "Additional Amounts") as may be necessary so that the net amount received by each such Holder after such withholding or deduction (and after
deducting any Indemnified Taxes on such Additional Amounts) will not be less than the amount such Holder would have received if such Indemnified Taxes had not been withheld or deducted, except as
provided in Section 2.09(b) of this First Supplemental Indenture. 


        (b)   No
Additional Amounts will be payable with respect to the following (each, and "Excluded Tax"): 



          (i)  a
payment made to a Holder in respect of the beneficial owner thereof for or on account of: 



        A.    any
such tax, assessment or other governmental charge which would not have been so imposed but for the existence of any present or former connection between such Holder
(or between a fiduciary, settlor, beneficiary, member or shareholder of such Holder, if such Holder is an estate, a trust, a partnership or a corporation) and the United States, including, 











without
limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or
business or present therein, or having or having had a permanent establishment therein; 



        B.    any
tax, assessment or other governmental charge imposed by reason of such Holder's past or present status for United States federal income tax purposes as a personal
holding company or foreign personal holding company or controlled foreign corporation or passive foreign investment company or as a corporation which accumulates earnings to avoid United States
federal income tax or as a private foundation or other tax-exempt organization; 


        C.    any
tax, assessment or other governmental charge which would not have been so imposed but for the presentation by the Holder of any Series A Notes for payment on a
date more than 60 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later; 


        D.    any
tax, assessment or other governmental charge imposed by reason of such Holder's past or present status as the actual or constructive owner of 10 per cent or
more of the total combined voting power of all classes of stock entitled to vote of the Issuer or Parent; 


        E.    any
tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information or other reporting
requirements concerning the nationality, residence or identity of the Holder or beneficial owner of such Series A Note if such compliance is required by statute or by regulation of the United
States or of any political subdivision or taxing authority thereof or therein as a precondition to relief or exemption from such tax, assessment or other governmental charge; 


        F.     any
tax, assessment or other governmental charge imposed on a Holder that is a "United States Person" as defined in section 7701(a)(30) of the Code; 


        G.    any
tax, assessment or other governmental charge which is payable otherwise than by withholding from payments on or in respect of any Series A Note; or 


        H.    any
combination of the foregoing items; and 




         (ii)  any
inheritance, estate, gift, sales, excise, transfer, personal property or similar tax, assessment or governmental charge. 




        (c)   In
the event that the Issuer, the Parent or such Subsidiary Guarantor is so required to withhold or deduct any amount for or on account of Indemnified Taxes from any
payment made under or with respect to the Series A Notes, the Issuer, the Parent or such Subsidiary Guarantor, as the case may be, shall make such withholding or deduction and remit the full
amount deducted or withheld to the relevant authority in accordance with applicable law. 


        (d)   The
Issuer, the Parent or any Subsidiary Guarantors, as the case may be, shall furnish to the Holders of the Series A Notes, within 60 days after the date
the payment of such Indemnified Taxes is due pursuant to applicable law, certified copies of tax receipts or other documents evidencing such payment by the Issuer, the Parent or such Subsidiary
Guarantor, as the case may be. 


        (e)   The
Issuer, the Parent and each Subsidiary Guarantor shall indemnify and hold harmless each Holder from and against, and upon written request reimburse each such Holder
for the amount (excluding any Excluded Taxes or amounts with respect to which Additional Amounts have previously been paid by the Issuer, the Parent or any of the Subsidiary Guarantors) of: 



          (i)  any
Indemnified Taxes levied or imposed and paid by such Holder as a result of payments made under or with respect to the Series A Notes or the Guaranties; 



         (ii)  any
liability (including penalties, interest and expenses) arising therefrom or with respect thereto; and 


        (iii)  any
Indemnified Taxes imposed and paid by such Holder with respect to any reimbursement under sub-clause (i) or (ii) above. 




        (f)    The
Issuer shall pay any present or future stamp, court, documentary or other similar taxes, charges or levies that arise from the execution, delivery or registration of
or enforcement of rights under, the Indenture or any related document. 












































 



 
 

  ARTICLE III
  Redemption of the Securities    
    


        Section 3.01    Optional Redemption.    The Series A Notes will be redeemable as a whole at any time or
in part from time to time, at the option of the Issuer, at a redemption price equal to the greater of: (i) 100% of the principal amount of such Series A Notes then outstanding; or
(ii) the Canada Yield Price; plus, in either case, accrued and unpaid interest on the principal amount being redeemed to the redemption date. Notwithstanding the foregoing, installments of
interest on Series A Notes that are due and payable on Interest Payment Dates falling on or prior to a redemption date will be payable on the Interest Payment Date to the Holders as of the
close of business on the relevant Record Date. Notice of any redemption will be mailed by first class mail, postage prepaid, at least 30 days but no more than 60 days before the
redemption date to each Holder of the Series A Notes to be redeemed. Unless the Issuer defaults in payment of the redemption price and accrued and unpaid interest, on and after the redemption
date, interest will cease to accrue on the Series A Notes or portions thereof called for redemption. If fewer than all of the Series A Notes are to be redeemed, the Trustee shall select,
not more than 60 days prior to the redemption date, the particular Series A Notes or portions thereof for redemption from the outstanding Series A Notes not previously called by
such method as the Trustee deems fair and appropriate. 


        Section 3.02    Tax Redemption Event.    Upon the occurrence of a Tax Redemption Event, the Issuer may redeem
the Series A Notes at any time, in whole but not in part, at a redemption price equal to the principal amount of the outstanding Series A Notes, plus accrued and unpaid interest on the
principal amount of the Series A Notes being redeemed to, but excluding, the redemption date, by delivering to the Trustee at least 30 days, but not more than 60 days, prior to
the date fixed for such redemption, a certificate, signed by an authorized Officer, stating that the Issuer is entitled to redeem such Series A Notes pursuant to this Section 3.02 and
specifying the date fixed for such redemption. 


 
 

  ARTICLE IV
  Guaranties    
    



        Section 4.01    Parent Guaranty.    The Series A Notes shall be guaranteed by the Parent. The Parent
hereby confirms its Guaranty of the Series A Notes and confirms the applicability of the provisions of the Original Indenture to the Parent with respect to the Series A Notes. 


        Section 4.02    Subsidiary Guaranties.    The Series A Notes shall be guaranteed by the following
Subsidiaries (which are hereby designated "Subsidiary Guarantors" under the Indenture with respect to these Series A Notes): Coors Brewing Company, Molson Canada 2005, CBC Holdco, Inc.,
Coors International Holdco ULC, Molson Coors CalIco ULC, Molson Coors International General ULC, Molson Coors Capital Finance ULC, and any other Subsidiary of the Parent
that executes and delivers to the Trustee a Guaranty Agreement pursuant to the terms of Section 4.06 of the Original Indenture, but excluding any Subsidiary (including any Subsidiary referred
to above in this Section) that has been released from its obligations under the Indenture in accordance with Section 10.06 of the Original Indenture. Each of the Subsidiary Guarantors hereby
confirms its Guaranty of the Series A Notes and confirms the applicability of the provisions of the Original Indenture to such Subsidiary Guarantor with respect to the Series A Notes. 


 
 

  ARTICLE V
  Miscellaneous    
    


        Section 5.01    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 First Supplemental Indenture shall form a part of the Original Indenture for all purposes, and every Holder of any Series A
Notes heretofore or hereafter authenticated and delivered pursuant hereto shall be bound hereby. Except only insofar as the Original Indenture may be inconsistent with the express provisions of this
First Supplemental Indenture, in which case the terms of this First 








Supplemental
Indenture shall govern and supersede those contained in the Original Indenture, this First Supplemental Indenture shall henceforth have effect so far as practicable as if all the
provisions of the Original Indenture and this First Supplemental Indenture were contained in one instrument. 



        Section 5.02    Concerning the Trustee.    The recitals contained herein and in the Series A Notes,
except with respect to the Trustee's certificates of authentication, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same. The
Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture or of the Series A Notes. 


        Section 5.03    Counterparts.    This First 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 5.04    Judgment Currency.    If, for the purpose of obtaining judgment in, or enforcing the judgment
of, any court, it becomes necessary to convert a sum due under the Indenture or the Guaranties into Canadian Dollars, the parties hereto agree, to the fullest extent that they may effectively do so,
that the rate of exchange used shall be the rate at which in accordance with normal banking procedures TD Canada Trust or another nationally recognized bank in Canada could purchase such other
currency with Canadian Dollars in the City of Toronto on the Business Day preceding that day on which final judgment is given. The obligations of the Issuer, the Parent and the Subsidiary Guarantors
in respect of any sum due from them to any Holders of Series A Notes shall, notwithstanding any judgment in currency other than Canadian Dollars, not be discharged until the first Business Day,
following receipt by such Holders of Series A Notes of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Holders of Series A Notes may in
accordance with normal banking procedures purchase such other currency with Canadian Dollars. 


        The
Issuer and each Guarantor hereby agree to indemnify the Series A Note Holders against any loss incurred by any of them as a result of any judgment or order being given or made
for any sum due under the Indenture or the Guaranties being expressed and paid in the judgment currency and as a result of any variation as between (i) the rate of exchange at which the
Canadian Dollar amount is converted into the judgment currency for the purpose of such judgment or order and (ii) the spot rate of exchange in the City of Toronto at which the Issuer or such
Guarantor on the date of payment of judgment or order is able to purchase Canadian Dollars with the amount of the judgment currency
actually paid by the Issuer or such Guarantor. The foregoing indemnity shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term "spot rate of exchange"
shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, Canadian Dollars. 



        Section 5.05    Successors and Assigns.    All covenants and agreements in this First Supplemental Indenture by
the Issuer and each Guarantor shall bind its successors and assigns, whether so expressed or not. 


(signature pages follow)  









        IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above. 

 






 



					
	 	 	MOLSON COORS INTERNATIONAL LP
	

 	
 	
By:	
 	
/s/ SAMUEL D. WALKER






  Samuel D. Walker
 Vice President and Secretary
	
 GUARANTORS:	
 	

 	
 	

 
	 	 	MOLSON COORS BREWING COMPANY
	

 	
 	
By:	
 	
/s/ SAMUEL D. WALKER






  Samuel D. Walker
 Chief Legal Officer and Secretary
 
	

 	
 	
COORS BREWING COMPANY
	

 	
 	
By:	
 	
/s/ SAMUEL D. WALKER






  Samuel D. Walker
 Chief Legal Officer and Secretary
 
	

 	
 	
MOLSON CANADA 2005
	

 	
 	
By:	
 	
/s/ JAY WELLS






  Earl Wells
 Chief Financial Officer
 
	

 	
 	
By:	
 	

 
	 	 	 	 	





  
	

 	
 	
CBC HOLDCO, INC.
	

 	
 	
By:	
 	
/s/ SAMUEL D. WALKER






  Samuel D. Walker
 Chief Legal Officer and Secretary
 




 

 




 






 



					
	

 	
 	
COORS INTERNATIONAL HOLDCO ULC
	

 	
 	
By:	
 	
/s/ JAY WELLS






  Earl Wells
 Chief Financial Officer
	

 	
 	
MOLSON COORS CALLCO ULC
	

 	
 	
By:	
 	
/s/ JAY WELLS






  Earl Wells
 Chief Financial Officer
 
	

 	
 	
MOLSON COORS INTERNATIONAL GENERAL ULC
	

 	
 	
By:	
 	
/s/ JAY WELLS






  Earl Wells
 Chief Financial Officer
 
	

 	
 	
MOLSON COORS CAPITAL FINANCE ULC
	

 	
 	
By:	
 	
/s/ JAY WELLS






  Earl Wells
 Vice President
 
	
 TRUSTEE:	
 	

 	
 	

 
	 	 	COMPUTERSHARE TRUST COMPANY OF CANADA
	

 	
 	
By:	
 	
/s/ PATRICIA WAKELIN






  Patricia Wakelin
 Corporate Trust Officer
 
	

 	
 	
By:	
 	
/s/ KEMI ATAWO






  Kemi Atawo
 Corporate Trust Officer
 




 

 









































  APPENDIX

PROVISIONS RELATING TO THE SERIES A NOTES  


        1.1   Definitions


        For
the purposes of this Appendix the following terms shall have the meanings indicated below: 


        "Canadian
Securities Law" means the applicable securities laws of each province of Canada and the respective regulations, rules, rulings and orders made thereunder and the applicable
written policy statements issued by each securities commission or other regulatory authority of each province of Canada, as the same may be modified by discretionary relief therefrom granted by such
securities commission or regulatory authority. 


        "Definitive
Security" means a certificated Series A Note bearing the restricted securities legends set forth in this Appendix. 


        "Depositary"
means CDS Clearing and Depository Services Inc., its nominees and their respective successors. 


        "Initial
Purchasers" means: (1) with respect to the Series A Notes issued on the Issue Date, Merrill Lynch Canada Inc., TD Securities Inc.,
BMO Nesbitt Burns Inc. and Deutsche Bank Securities Limited; and (2) with respect to each issuance of Additional Securities, the Persons purchasing such Additional Securities
under the related Purchase Agreement. 


        "Purchase
Agreement" means: (1) with respect to the Series A Notes issued on the Issue Date, the Purchase Agreement dated September 30,2010, among,  inter alia, the Issuer, the Guarantors and the
Initial Purchasers; and (2) with respect to each issuance of Additional Securities, the purchase agreement or underwriting agreement among the Issuer and the Persons purchasing such Additional
Securities. 


        "Securities
Custodian" means the custodian with respect to a Global Security (as appointed by the Depositary), or any successor Person thereto and shall be the Trustee. 



        "Transfer
Restricted Securities" means Securities that bear or are required to bear the legends set forth in Section 2.3(d). 


        1.2   Other Definitions

 






 



					
	Term:



 
	 	Defined in Section: 	 
	 "Agent Members"
	 	 	2.1	(b)
	 "Regulation S"
	 	 	2.1	(a)
	 "Restricted Global Security"
	 	 	2.1	(a)




 

 











































 2.     THE SERIES A NOTES  


        2.1
(a)    Form and Dating.    The Series A Notes will be offered and sold by the Issuer, from time to time,
pursuant to one or more Purchase Agreements. The Series A Notes will be resold only in reliance on exemptions from the prospectus requirements of applicable Canadian Securities Laws and in
reliance on Regulation S under the United States Securities Act of 1933, as amended. ("Regulation S"), in each case, subject to the restrictions on transfer set forth herein.
Series A Notes resold as set out above shall be issued in the form of one or more permanent Global Securities in definitive, fully registered form and with the global securities and restricted
securities legends set forth in Exhibit A (collectively, the "Restricted Global Security"), which shall be deposited on behalf of the purchasers of the Series A Notes represented thereby
with the Securities Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Issuer and authenticated by the Trustee as provided in the Indenture. 


        (b)    Book-Entry Provisions.    This Section 2.1(b) shall apply only to a Global Security
deposited with or on behalf of the Depositary. 


        The
Issuer shall execute and the Trustee shall, in accordance with this Section 2.1(b), authenticate and deliver one or more Global Securities that (a) shall be registered
in the name of the Depositary for such Global Security or Global Securities or the nominee of such Depositary and (b) shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary's instructions or held by the Trustee as custodian for the Depositary. 


        Members
of, or participants in, the Depositary ("Agent Members") shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depositary or
by the Trustee as the custodian of the Depositary or under such Global Security, and the Issuer, the Trustee and any agent of the Issuer or the Trustee shall be entitled to treat the Depositary as the
absolute owner of such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from
giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the
Depositary and its Agent Members, the operation of customary practices of such Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Security. 


        (c)    Certificated Series A Notes.    Except as provided in this Section 2.1 or Section 2.3 or
2.4, owners of beneficial interests in Restricted Global Securities shall not be entitled to receive physical delivery of certificated Series A Notes. 


        2.2    Authentication    


        The
Trustee shall authenticate and deliver: (1) on the Issue Date, an aggregate principal amount of Cdn. $500,000,000 3.95% Series A Notes due October 6, 2017; and
(2) any Additional Securities for an original issue on the date and in an aggregate principal amount specified in writing by the Issuer pursuant to Section 2.02 of the Original Indenture
and Section 2.04 of this First Supplemental Indenture in each case upon a written order of the Issuer signed by an Officer. Such order shall specify the amount of the Series A Notes to
be authenticated and the date on which any original issue of Series A Notes is to be authenticated. 


        2.3    Transfer and Exchange    



        (a)    Transfer and Exchange of Definitive Securities.    When Definitive Securities are presented to the Registrar or
a co-registrar with a request by the Holder thereof: 


        (x)   to
register the transfer of such Definitive Securities; or 


        (y)   to
exchange such Definitive Securities for an equal principal amount of Definitive Securities of other authorized denominations, 









the
Registrar or co-registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the
Definitive Securities surrendered for transfer or exchange: 




        (i)    shall
be duly endorsed or accompanied by a written instrument of transfer in a form reasonably satisfactory to the Issuer and the Registrar or co-registrar,
duly executed by the Holder thereof or its attorney duly authorized in writing; and 


        (ii)   if
such Definitive Securities are required to bear a restricted securities legend, are being transferred or exchanged pursuant to Section 2.3(b) or pursuant to
clause (A) or (B) below, and are accompanied by the following additional information and documents, as applicable: 



        (A)  if
such Definitive Securities are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer, by a certification from
such Holder to that effect; or 


        (B)  if
such Definitive Securities are being transferred to the Issuer, by a certification to that effect. 





        (b)    Restrictions on Transfer of a Definitive Securitv for a Beneficial Interest in a Global Security.    A
Definitive Security may not be exchanged for a beneficial interest in a Global Security except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a Definitive
Security, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with written instructions directing the Trustee to make, or to direct the
Securities Custodian to make, an adjustment on its books and records with respect to such Global Security, such instructions to contain information regarding the Depositary account to be credited with
such increase, then the Trustee shall cancel such Definitive Security and cause, or direct the Securities Custodian to cause, in accordance with the standing instructions and procedures existing
between the Depositary and the Securities Custodian, the aggregate principal amount of Series A Notes represented by the Global Security to be increased by the aggregate principal amount of the
Definitive Security to be exchanged and shall credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Global Security equal to
the principal amount of the Definitive Security so canceled. If no Global Securities are then outstanding, the Issuer shall issue and the Trustee shall authenticate, upon written order of the Issuer
in the form of an Officers' Certificate, a new Global Security in the appropriate principal amount. 


        (c)    Transfer and Exchange of Global Securities.    



        (i)    The
transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depositary, in accordance with this Indenture (including
applicable restrictions on transfer set forth herein, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Security shall deliver to the Registrar a
written order given in accordance with the Depositary's procedures containing information regarding the participant account of the Depositary to be credited with a beneficial interest in the Global
Security. The Registrar shall, in accordance with such instructions, instruct the Depositary to credit to the account of the Person specified in such instructions a beneficial interest in the
Global Security and to debit the account of the Person making the transfer the beneficial interest in the Global Security being transferred. 


        (ii)   If
the proposed transfer is a transfer of a beneficial interest in one Global Security to a beneficial interest in another Global Security, the Registrar shall reflect
on its books and records the date and an increase in the principal amount of the Global Security to which such interest is being transferred in an amount equal to the principal amount of the interest
to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Security from which such interest is being
transferred. 











        (iii)  Notwithstanding
any other provisions of this Appendix (other than the provisions set forth in Section 2.4), a Global Security may not be transferred as a whole
except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary. 


        (iv)  In
the event that a Global Security is exchanged for Definitive Securities pursuant to Section 2.4 of this Appendix, such Securities may be exchanged only in
accordance with such procedures as are substantially consistent with the provisions of this Section 2.3 and such other procedures as may from time to time be adopted by the Issuer. 




        (d)    Legends.    



        (i)    Except
as permitted by the following paragraph (ii), each Series A Note certificate evidencing the Restricted Global Securities (and all Securities issued
in exchange therefor or in substitution thereof) shall bear legends in substantially the following form: 




Regulation S Legend


THIS
SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED,
SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. 


Private Placement Legend


UNLESS
PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE SECURITIES REPRESENTED HEREBY SHALL NOT BE TRADED ON OR BEFORE THE DATE THAT IS FOUR 4 MONTHS AND A DAY AFTER THE LATER OF
(I) [INSERT THE DISTRIBUTION DATE] AND (II) THE DATE THE COMPANY BECAME A REPORTING ISSUER IN ANY CANADIAN
PROVINCE OR TERRITORY. 



        (ii)   Upon
a sale or transfer after the date that is four months and a day after the later of: (i) the initial distribution date of a Series A Note; and
(ii) the date on which the Issuer became a reporting issuer in any Canadian province or territory, all requirements that such Series A Note bear the Private Placement Legend set forth in
Exhibit A hereto shall cease to apply; provided however, that the requirements requiring any Series A Note be issued in global form shall continue to apply. 




        (e)    Cancellation or Adjustment of Global Security.    At such time as all beneficial interests in a Global Security
have either been exchanged for certificated Series A Notes, redeemed, purchased or canceled, such Global Security shall be canceled by the Trustee. At any time prior to such cancellation, if
any beneficial interest in a Global Security is exchanged for certificated Series A Notes, redeemed, purchased or canceled, the principal amount of Securities represented by such Global
Security shall be reduced and an adjustment shall be made on the books and records of the Trustee with respect to such Global Security, by the Trustee, to reflect such reduction. 


        (f)    Obligations with Respect to Transfers and Exchanges of Series A Notes.    



        (i)    To
permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate certificated Series A Notes and Global Securities
at the Registrar's or co-registrar's request. 


        (ii)   No
service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax,
assessments, or similar governmental charge payable in connection therewith (other than any such transfer 














taxes,
assessments or similar governmental charge payable upon exchange or transfer pursuant to Sections 3.06 and 9.04 of the Original Indenture). 


        (iii)  The
Registrar or co-registrar shall not be required to register the transfer of or exchange of any Series A Note for a period beginning
15 days before the mailing of a notice of an offer to repurchase or redeem Series A Notes. 


        (iv)  Prior
to the due presentation for registration of transfer of any Series A Note, the Issuer, the Trustee, the Paying Agent, the Registrar or any
co-registrar may deem and treat the person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest
on such Security and for all other purposes whatsoever, whether or not such Series A Note is overdue, and none of the Issuer, the Trustee, the Paying Agent, the Registrar or any coregistrar
shall be affected by notice to the contrary. 


        (v)   All
Series A Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same continuing debt and shall be entitled to
the same benefits under this Indenture as the Series A Notes surrendered upon such transfer or exchange. 




        (g)    No Obligation of the Trustee.    



        (i)    The
Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in, the Depositary or other Person
with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Series A Notes or with
respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under
or with respect to such Series A Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Series A Notes shall be given or made
only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be
exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. 


        (ii)   The
Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial
owners. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with
respect to any transfer of any interest in any Series A Note (including any transfers between or among Depositary participants, members or beneficial owners in any Global Security) other than
to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine
the same to determine substantial compliance as to form with the express requirements hereof. 




        2.4    Certificated Series A Notes    



        (a)   A
Restricted Global Security deposited with the Depositary or with the Trustee as custodian for the Depositary pursuant to Section 2.1 shall be transferred to the
beneficial owners thereof in the form of certificated Series A Notes in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global
Security, only if such transfer complies with Section 2.3 and (i) the Depositary notifies the Issuer that it is unwilling or unable to continue as Depositary for such Restricted Global
Security or if at any time such Depositary ceases to be a "recognized clearing agency" under applicable laws and a successor depositary is not appointed by the Issuer within 90 days of such
notice, or (ii) an Event of Default has occurred and is continuing or (iii) the Issuer, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of
certificated Series A Notes under this Indenture. 









        (b)   Any
Restricted Global Security that is transferable to the beneficial owners thereof pursuant to this Section shall be surrendered by the Depositary to the Trustee
located at its Corporate Trust Office in the City of Toronto, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such
transfer of each portion of such Restricted Global Security, an equal aggregate principal amount of certificated Series A Notes of authorized denominations. Any portion of a Restricted Global
Security transferred pursuant to this Section shall be executed, authenticated and delivered only in denominations of Cdn.$1,000 principal amount and any integral multiple thereof and registered in
such names as the Depositary shall direct. Any certificated Series A Note delivered in exchange for an interest in the Global Security shall, except as otherwise provided by
Section 2.3(d), bear the restricted securities legends set forth in Exhibit A hereto. 


        (c)   Subject
to the provisions of Section 2.4(b), the registered Holder of a Global Security shall be entitled to grant proxies and otherwise authorize any Person,
including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Series A Notes. 




        In
the event of the occurrence of either of the events specified in Section 2.4(a), the Issuer shall promptly make available to the Trustee a reasonable supply of certificated
Series A Notes in definitive, fully registered form without interest coupons. 












































 



 
 

  EXHIBIT A
  to
  APPENDIX    
    


 
 

  [FORM OF FACE OF SERIES A NOTE]    
    
    [Global Securities Legend]    
    


        THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. 



        UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. ("CDS") TO MOLSON COORS INTERNATIONAL LP (THE "ISSUER") OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HEREIN AND IT IS A VIOLATION OF
ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE. 


 
 

  [Regulation S Legend]    
    


        THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALL Y ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES
ACT OF 1933 (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER
OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT. 


 
 

  [Private Placement Legend]    
    


        UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE SECURITIES REPRESENTED HEREBY SHALL NOT BE TRADED ON OR BEFORE THE DATE
THAT IS FOUR 4 MONTHS AND A DAY AFTER THE LATER OF (I) [INSERT THE DISTRIBUTION DATE] AND (II) THE DATE THE ISSUER
BECAME A REPORTING ISSUER IN ANY CANADIAN PROVINCE OR TERRITORY. 







 






 



			
	CUSIP No. U60901AAO	 	ISIN No. CA U60901AA01
	
 No. R-001	
 	
Cdn.$ $500,000,000




 

  
 

3.95% Series A Notes due October 6, 2017    



        Molson
Coors International LP, a Delaware limited partnership promises to pay to CDS & CO., or registered assigns, the principal sum of up
to Cdn.$500,000,000 on October 6, 2017 as more particularly specified on the Schedule of Increases or Decreases in Global Security, attached hereto. 


        Interest
Payment Dates: April 6 and October 6, commencing April 6, 2011. 


        Record
Dates: April 1 and October 1. 


        Additional
provisions of this Security are set forth below. 


        Additional
provisions of this Security are set forth on the attached "Terms of Notes". 

 










					
	Dated: October 6, 2010	 	MOLSON COORS INTERNATIONAL LP, by

its General Partner, Molson Coors International

General ULC
	

 	
 	
By:	
 	

 
	 	 	 	 	





  Name:

Title:




 

  
 

TRUSTEE'S CERTIFICATE OF AUTHENTICATION    
    


        COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee, certifies that this is one of the
Securities referred to in the Indenture. 

 






 



					
	Date of Certification: October 6, 2010	 	 
	

COMPUTERSHARE TRUST COMPANY

OF CANADA	
 	

 
	
 By:	
 	

 	
 	

 
	 	 	





  Authorized Signatory	 	 




 

 














































 
 

  TERMS OF NOTES
  3.95% Series A Note due October 6, 2017    
    


1.    Interest    


        Molson
Coors International LP, a Delaware limited partnership (together with its successors and assigns under the Indenture hereinafter referred to, being herein called the
"Issuer"), promises to pay interest on the principal amount of this Series A Note at the rate per annum shown above. The Issuer will pay interest, in arrears, in equal semi-annual
payments on April 6 and October 6 of each year, commencing April 6, 2011. Interest on the Series A Notes will accrue from the most recent date to which interest has been
paid or, if no interest has been paid, from the date of issuance of such Series A Notes. The Issuer will pay interest on overdue principal at the above rate and will pay interest on overdue
installments of interest at such rate to the extent lawful. Unless otherwise specifically provided in these terms of the Series A Notes, interest for any period of less than 6 months
shall be computed on the basis of a year of 365 days. Whenever interest is computed on a basis of a year (the "deemed year") which contains fewer days than the actual number of days in the
calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such
rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year. Payments of the principal of and interest on the
Series A Notes shall be made in Canadian Dollars, and the Series A Notes are denominated in Canadian Dollars. 


2.    Method of Payment    


        The
Issuer will pay interest on the Series A Notes (except defaulted interest) to the Persons who are registered holders of Series A Notes at the close of business on the
April 1 or October 1 immediately preceding the Interest Payment Date even if Series A Notes are canceled after the record date and on or before the Interest Payment Date. Holders
must surrender Series A Notes to a Paying Agent to collect principal payments. The Issuer will pay principal and interest in money of Canada that at the
time of payment is legal tender for payment of public and private debts. Payments in respect of the Series A Notes represented by a Global Security (including principal, premium, if any, and
interest) will be made by wire transfer of immediately available funds to the accounts specified by CDS Clearing and Depository Services Inc. The Issuer will make all payments in respect of a
certificated Series A Note (including principal, premium, if any, and interest) by mailing a cheque to the registered address of each Holder thereof; provided, however, that payments on a
certificated Series A Note will be made by wire transfer to a Canadian Dollar account maintained by the payee with a bank in Canada if such Holder elects payment by wire transfer by giving
written notice to the Trustee (as defined below) or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or
such other date as the Trustee may accept in its discretion). 


3.    Paying Agent and Registrar    


        Computershare
Trust Company of Canada, a trust company established and existing under the laws of Canada (the "Trustee"), will act as Paying Agent and Registrar. The Issuer may appoint
and change any Paying Agent, Registrar or co-registrar without notice. The Issuer, the Parent or any of Parent's Subsidiaries may act as Paying Agent, Registrar or coregistrar. 


4.    Indenture    


        The
Issuer issued the Series A Notes under an Indenture dated as of October 6, 2010 (as supplemented by the First Supplemental Indenture dated as of October 6, 2010
(the "First Supplemental Indenture") by and among the Issuer, the Parent, the Subsidiary Guarantors and the Trustee. The terms of the Series A
Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Series A Notes are subject to all
such terms, and Holders of Series A Notes are referred to the Indenture for a statement of those terms. To the extent the terms of this Series A Note and those of the Indenture may
conflict, the Indenture shall control. 








        The
Series A Notes are general unsecured obligations of the Issuer. The Issuer shall be entitled to issue Additional Securities pursuant to Section 2.04 of the First
Supplemental Indenture. The Series A Notes issued on the Issue Date and any Additional Securities will be treated as a single Tranche for all purposes under the Indenture. The Indenture
contains covenants that limit the ability of the Issuer and its subsidiaries to incur additional secured indebtedness and to enter into sale and leaseback transactions. These covenants are subject to
important exceptions and qualifications. 


5.    Optional Redemption    


        The
Series A Notes will be redeemable as a whole at any time or in part from time to time, at the option of the Issuer, at a redemption price equal to the greater of:
(i) 100% of the principal amount of such Series A Notes then outstanding; or (ii) the Canada Yield Price; plus, in either case, accrued and unpaid interest on the principal amount
being redeemed to the redemption date. 


        Upon
the occurrence of a Tax Redemption Event, the Issuer may redeem the Series A Notes at any time, in whole but not in part, at a redemption price equal to the principal amount
of the outstanding Series A Notes, plus accrued and unpaid interest on the principal amount of the Series A Notes being redeemed to, but excluding, the redemption date, by delivering to
the Trustee at least 30 days, but not more than 60 days, prior to the date fixed for such redemption, a certificate, signed by an authorized Officer, stating that the Issuer is entitled
to redeem such Series A Notes pursuant to the Indenture and specifying the date fixed for such redemption. 


6.    Notice of Redemption    



        Notice
of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder of Series A Notes to be redeemed at its
registered address. Other than with respect to a redemption resulting from the occurrence of a Tax Redemption Event, Series A Notes in denominations larger than Cdn. $1,000 principal amount may
be redeemed in part but only in whole multiples of Cdn. $1,000. If money sufficient to pay the redemption price of and accrued interest on all Series A Notes (or portions thereof) to be
redeemed on the redemption date is deposited with the Paying Agent on or before the redemption date and certain other conditions are satisfied, on and after such date interest ceases to accrue on such
Series A Notes (or such portions thereof) called for redemption. 


7.    Guaranty    


        The
payment by the Issuer of the principal of, and premium and interest on, the Series A Notes is fully and unconditionally guaranteed on a joint and several senior basis by the
Parent and each of the Subsidiary Guarantors. 


8.    Denominations; Transfer; Exchange    


        The
Series A Notes are in registered form without coupons in denominations of Cdn. $1,000 principal amount and whole multiples of Cdn. $1,000. A Holder may transfer or exchange
Series A Notes in
accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes and fees required by law or
permitted by the Indenture. The Registrar need not register the transfer or exchange of any Series A Notes selected for redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) or any Series A Notes for a period of 15 days before a selection of Series A Notes to be redeemed. 


9.    Persons Deemed Owners    



        The
registered Holder of this Series A Note may be treated as the legal owner of it for all purposes. 


10.    Unclaimed Money    


        If
money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Issuer at its request unless an abandoned
property law 










designates
another Person. After any such payment, Holders entitled to the money must look only to the Issuer or such other Person and not to the Trustee for payment. 


11.    Discharge and Defeasance    


        Subject
to certain conditions, the Issuer at any time shall be discharged from all of its obligations under the Series A Notes and the Indenture if the Issuer deposits with the
Trustee money or Canada Government Obligations for the payment of principal and interest on the Series A Notes to redemption or maturity, as the case may be. 


12.    Amendment, Waiver    



        Subject
to certain exceptions set forth in the Indenture: (i) the Indenture and the Series A Notes may be amended or supplemented with the written consent of the Holders of
at least a majority in principal amount outstanding of the Notes; and (ii) any default or noncompliance with any provision may be waived with the written consent of the Holders of a majority in
principal amount outstanding of the Series A Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any
Securityholder, the Issuer, the Guarantors and the Trustee shall be entitled to amend the Indenture or the Series A Notes to cure any ambiguity, omission, defect or inconsistency, or to comply
with Article 5 of the Indenture, or to provide for uncertificated Series A Notes in addition to or in place of certificated Series A Notes, or to add guaranties with respect to
the Series A Notes, including the Parent Guaranty and the Subsidiary Guaranties, or to secure the Series A Notes, or to add additional covenants or events of default or to surrender
rights and powers conferred on the Issuer or the Guarantors, or to make any change that does not adversely affect the rights of any Security holder, or to add to, change, or eliminate any of the
provisions of the Indenture with respect to one or more Series of Securities issued subsequent to such amendment or supplement, or to evidence and provide for the acceptance of appointment by a
successor or separate Trustee with respect to the Securities of one or more Series and to add to or change any of the provisions of the Indenture necessary or desirable to provide for or facilitate
the administration of the Indenture by more than one Trustee, or to establish the form or terms of Securities and coupons of any Series and to change the procedures for transferring and exchanging
Securities of any Series so long as such change does not, subject to applicable law, adversely affect the Securityholders. 


13.    Defaults and Remedies    


        Under
the Indenture, Events of Default include: (i) default for 30 days in payment of interest on the Securities; (ii) default in payment of principal (or premium,
if any) on the Securities when due; (iii) failure by the Issuer or any Guarantor to comply with other covenants in the Indenture or the Securities, in certain cases subject to notice and lapse
of time; (iv) the acceleration of certain types of debt of the Parent, the Issuer, the Subsidiary Guarantors or any of the Significant Subsidiaries in a principal amount exceeding
U.S.$50,000,000 as a result of the failure of the Parent, the Issuer, or such subsidiary to perform any covenant or agreement applicable to such debt which acceleration is not rescinded or annulled
within a certain time period; and (v) certain events of bankruptcy or insolvency with respect to the Issuer or the Parent Guarantor as set forth in the Indenture. If an Event of Default occurs
and is continuing, the Trustee or the Holders of Securities may declare all such Securities to be due and payable immediately as provided for and subject to the terms and provisions of the Indenture. 



        Securityholders
may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives
indemnity or security satisfactory to it. Subject to certain limitations provided for in the Indenture, Holders of Securities may direct the Trustee in its exercise of any trust or power. 


14.    Trustees Dealings with the Issuer    


        Subject
to certain limitations imposed by the Securities Act of 1933, as amended, and applicable Canadian corporate laws, the Trustee in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Issuer or its 










Affiliates
and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not a Trustee. 


15.    No Recourse Against Others    



        A
director, officer, employee or stockholder, as such, of the Issuer or the Trustee shall not have any liability for any obligations of the Issuer under the Securities or the Indenture
or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release
are part of the consideration for the issue of the Securities. 


16.    Authentication    


        This
Series A Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication. 


17.    Abbreviations    


        Customary
abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants
with rights of survivorship and not as tenants in common), and CUST (=custodian). 


18.    CUSIP Numbers    



        Pursuant
to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Issuer has caused CUSIP numbers to be printed on the Securities and has
directed the Trustees to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the
Securities or as
contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 


19.    Governing Law    


        THIS
SECURITY 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. 


        The
Issuer will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture. Requests may be made to: 



If
to the Issuer or any Guarantor: 


c/o
Molson Coors Brewing Company 1225 17th Street Denver, Colorado 80202

Attention: Chief Legal Officer 


if
to the Trustee: 


Computershare
Trust Company of Canada 100 University Avenue 9th Floor,

North Tower Toronto, Ontario M5J 2Yl

Attention: Manager, Corporate Trust 


















































 
 

  ASSIGNMENT FORM    
    


To
assign this Security, fill in the form below:



I
or we assign and transfer this Security to



        (Print
or type assignee's name, address and postal code)



        (Insert
assignee's S.I.N. or tax I.D. No.)



and
irrevocably appoint                                      agent
to transfer this Security on the books of the Issuer. The agent may substitute another to act for him.
 





 






 



							
	Date:	 	 	 	Your Signature:	 	 
	 	 	





  	 	 	 	





  
	 	 	 	 	 	 	 
	 
	Sign exactly as your name appears above.
	

 	
 	
Signature Guarantee:	
 	

 	
 	

 
	 	 	 	 	 	 	 
	 	 	





  Signature must be guaranteed	 	





  Signature




 

 Canada
and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, MSP). Many commercial banks, savings banks, credit
unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words "Medallion Guaranteed". 


Canada:
A Signature Guarantee obtained from a major Canadian Schedule I chartered bank. The Guarantor must affix a stamp bearing the actual words "Signature Guaranteed". Signature Guarantees
are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. 


        Outside
North America: For holders located outside North America, present the certificate(s) and/or document(s) that require a guarantee to a local financial institution that has a
corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be
over-guaranteed. 







[TO BE ATTACHED TO GLOBAL SECURITIES]  


 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY  



        The following increases or decreases in this Global Security have been made: 

 






 



									
	Date of Exchange	 	Amount of decrease in

Principal amount of

this Global Security	 	Amount of increase in

Principal amount of

this Global Security	 	Principal amount of the

Global Security following

such decrease or increase	 	Signature of authorized

officer of Trustee or

Securities Custodian




 

 








QuickLinks



EXHIBIT 10.38.2


MOLSON COORS INTERNATIONAL LP, as Issuer and THE GUARANTORS NAMED HEREIN, as Guarantors and COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee

FIRST SUPPLEMENTAL INDENTURE Dated as of October 6, 2010 to the INDENTURE dated as of October 6, 2010


TABLE OF CONTENTS


ARTICLE I Definitions

ARTICLE II Designation and Terms of the Securities


ARTICLE III Redemption of the Securities

ARTICLE IV Guaranties

ARTICLE V Miscellaneous


EXHIBIT A to APPENDIX

[FORM OF FACE OF SERIES A NOTE] [Global Securities Legend]

[Regulation S Legend]

[Private Placement Legend]

3.95% Series A Notes due October 6, 2017

TRUSTEE'S CERTIFICATE OF AUTHENTICATION



TERMS OF NOTES 3.95% Series A Note due October 6, 2017


ASSIGNMENT FORM