Sixth Supplemental Indenture to Indenture among Coors Brewing Company, Guarantors, and Deutsche Bank Trust Company Americas (May 23, 2008)

Summary

This agreement is a supplemental indenture between Coors Brewing Company, several affiliated guarantor entities, and Deutsche Bank Trust Company Americas as trustee. It updates a previous indenture to reflect the transfer of assets and merger among certain guarantors, ensuring that the surviving entities assume all related obligations. The agreement confirms that all other terms of the original indenture remain in effect, and it is governed by New York law.

EX-4.1 2 a2186859zex-4_1.htm EX-4.1
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Exhibit 4.1


SIXTH SUPPLEMENTAL INDENTURE

DATED AS OF May 23, 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


        SIXTH SUPPLEMENTAL INDENTURE, dated as of May 23, 2008 (this "Sixth 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, and the Fifth Supplemental Indenture thereto dated February 1, 2008 (collectively, the "Original Indenture" and, together with this Sixth 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 Sixth 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 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, 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 SIXTH 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 the Company hereby expressly assumes, as of May 26, 2008, all of the obligations of CGP under its respective 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 Sixth 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 Sixth Supplemental Indenture, in which case the terms of this Sixth Supplemental Indenture shall govern and supersede those contained in the Original Indenture, this Sixth 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 Sixth 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 Sixth 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 Sixth Supplemental Indenture.

        IN WITNESS WHEREOF, the parties have caused this Sixth 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/ MICHAEL J. GANNON

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


 

 

GUARANTORS:

 

 

MOLSON COORS CAPITAL FINANCE ULC

 

 

By:

 

/s/ MICHAEL J. GANNON

    Name:   Michael J. Gannon
    Title:   President and Chief Executive 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 DEVELOPMENT, 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

 

 

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/ DAVID CONTINO

    Name:   David Contino
    Title:   Vice President



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    Exhibit 4.1
SIXTH SUPPLEMENTAL INDENTURE