Seventh Supplemental Indenture to Indenture Dated May 7, 2002 Among Coors Brewing Company, Guarantors, and Deutsche Bank Trust Company Americas

Summary

This agreement is a supplemental indenture dated June 27, 2008, between Coors Brewing Company, several guarantor entities, and Deutsche Bank Trust Company Americas as trustee. It documents that Coors Brewing Company, after merging with Coors Distributing Company, assumes all obligations of the merged entity under its subsidiary guaranty. The agreement confirms that all other terms of the original indenture remain in effect, and the supplemental indenture becomes part of the original agreement. The contract is governed by New York law.

EX-4.2 3 a2186859zex-4_2.htm EX-4.2
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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