Sixth Supplemental Indenture to Indenture among Molson Coors Capital Finance ULC, Guarantors, and Trustees (June 27, 2008)

Summary

This agreement is a supplemental indenture between Molson Coors Capital Finance ULC, several guarantor companies, and two trustee companies. It documents that, following a merger between two guarantors (Coors Distributing Company and Coors Brewing Company), the surviving company (Coors Brewing Company) assumes all obligations of the merged entity under the existing guarantee. The agreement confirms that all other terms of the original indenture remain in effect, and it is governed by New York law.

EX-4.5 6 a2186859zex-4_5.htm EX-4.5
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Exhibit 4.5


SIXTH SUPPLEMENTAL INDENTURE

DATED AS OF June 27, 2008

to

INDENTURE

dated as of September 22, 2005

among

MOLSON COORS CAPITAL FINANCE ULC,

as Issuer,

THE GUARANTORS NAMED THEREIN,

as Guarantors,

THE BANK OF NEW YORK TRUST COMPANY, N.A.,

as U.S. Trustee

and

COMPUTERSHARE TRUST COMPANY OF CANADA

as Canadian Trustee


        SIXTH SUPPLEMENTAL INDENTURE, dated as of June 27, 2008 (this "Sixth Supplemental Indenture"), to the Indenture dated as of September 22, 2005, as supplemented by the First Supplemental Indenture and Second Supplemental Indenture thereto, each dated as of September 22, 2005, the Third Supplemental Indenture thereto dated as of April 10, 2007, the Fourth Supplemental Indenture thereto dated as of February 1, 2008, and the Fifth Supplemental Indenture thereto dated as of May 23, 2008 (collectively, the "Original Indenture" and, together with this Sixth Supplemental Indenture, the "Indenture"), among Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company (the "Company"), Molson Coors Brewing Company, a Delaware corporation, Coors Brewing Company, a Colorado corporation, Coors Distributing Company, a Colorado corporation, Coors Worldwide, Inc., a Colorado corporation, Coors International Market Development, L.L.L.P., a Colorado limited liability limited partnership, Coors Global Properties, Inc., a Colorado corporation, Coors Intercontinental, Inc., a Colorado corporation, Coors Brewing Company International, Inc., a Colorado corporation, Molson Coors International L.P., a Delaware limited partnership, CBC Holdco, Inc., a Colorado corporation, MCBC International Holdco, Inc., a Colorado corporation, Molson Coors International General, ULC, a Nova Scotia unlimited liability company, Coors International Holdco, ULC, a Nova Scotia unlimited liability company, Molson Coors Callco ULC, a Nova Scotia unlimited liability company (collectively, the "Guarantors"), The Bank of New York Trust Company, N.A., as successor to TD Banknorth, National Association, as U.S. Trustee (the "U.S. Trustee") and Computershare Trust Company of Canada, a trust company duly incorporated and existing under the laws of Canada, as successor to The Canada Trust Company, as Canadian Trustee (the "Canadian Trustee" and together with the U.S. Trustee, the "Trustees").

        WHEREAS, the Company, the Guarantors and the Trustees are authorized to enter into this Sixth 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 Coors Brewing Company ("CBC"), a Guarantor, with CBC being the surviving Person; and

        WHEREAS, Section 5.01(b) of the Indenture requires that when a Guarantor merges with or into another Person, the surviving Person shall expressly assume all of 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.    CBC 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 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 Trustees.    In carrying out the Trustees' responsibilities hereunder, the Trustees shall have all of the rights, protections, and immunities which the Trustees possess under the Indenture. The recitals contained herein shall be taken as the statements of the Company, and the Trustees assume no responsibility for their correctness. The Trustees make no representations as to the validity or sufficiency of this 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.

    MOLSON COORS CAPITAL FINANCE ULC

 

 

By:

 

/s/ DOUGLAS N. BECK

    Name:   Douglas N. Beck
    Title:   Assistant Secretary

 

 

GUARANTORS:

 

 

COORS BREWING COMPANY

 

 

By:

 

/s/ PETER S. SWINBURN

    Name:   Peter S. Swinburn
    Title:   President

    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

    THE BANK OF NEW YORK TRUST
COMPANY, N.A., as U.S. Trustee

 

 

By:

 

/s/ VANETA I. BERNARD

    Name:   Vaneta I. Bernard
    Title:   Vice President

 

 

COMPUTERSHARE TRUST COMPANY OF
CANADA, as Canadian Trustee

 

 

By:

 

/s/ MICHELLE MENDONCA

    Name:   Michelle Mendonca
    Title:   Professional, Corporate Trust

 

 

By:

 

/s/ MOHANIE SHIVPRASAD

    Name:   Mohanie Shivprasad
    Title:   Administrator, Corporate Trust



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    Exhibit 4.5
SIXTH SUPPLEMENTAL INDENTURE