NINTH SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 25, 2010 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

EX-4.1.8 2 tapex418.htm EX 4.1.8 TAP EX 4.1.8
Exhibit 4.1.8

NINTH SUPPLEMENTAL INDENTURE
DATED AS OF DECEMBER 25, 2010
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






THIS NINTH SUPPLEMENTAL INDENTURE, dated as of December 25, 2010 (this “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 as of April 10, 2007, the Fifth Supplemental Indenture thereto dated as of February 1, 2008, the Sixth Supplemental Indenture thereto dated as of May 23, 2008, the Seventh Supplemental Indenture thereto dated as of June 27, 2008, and the Eighth Supplemental Indenture thereto dated as of June 30, 2008 (collectively, the “Original Indenture” and, together with this Supplemental Indenture, the “Indenture”), among Coors Brewing Company, a Colorado corporation (the “Company”), Molson Coors Brewing Company, a Delaware corporation (the “Parent”), 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, 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, Molson Canada 2005, a Canadian partnership, and MC Holding Company LLC, a Colorado limited 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 Supplemental Indenture pursuant to Section 9.01 of the Original Indenture;
NOW, THEREFORE, THIS 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.    Additional Subsidiary Guarantor. MC Holding Company LLC hereby agrees to guarantee payment of the Securities as a Subsidiary Guarantor, on the same terms and conditions as those set forth in Article 10 of the Original Indenture.
Section 3.    Supplement to Section 2.02. The following language is added to the end of Section 2.02 of the Original Indenture: “The addition of a Subsidiary of the Parent as a Subsidiary Guarantor under this Indenture on or after the Issue Date is deemed to be in accordance with this Section 2.02.”
Section 4.    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 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 Supplemental Indenture, in which case the terms of this Supplemental Indenture shall govern and supersede those contained in the Original Indenture, this 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 5.    Counterparts. This 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 6.    Governing Law. This 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 7.    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 Supplemental Indenture.
IN WITNESS WHEREOF, the parties have caused this 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/ Julio Ramirez
Julio Ramirez     
VP, Taxation, and Treasurer
 
 
 
GUARANTORS:
MOLSON COORS CAPITAL FINANCE ULC
 
By:
/s/ Julio Ramirez
Julio Ramirez     
Treasurer
 
 
 
 
MOLSON COORS BREWING COMPANY
 
By:
/s/ Julio Ramirez
Julio Ramirez     
VP, Treasurer, Tax & Strategic Finance
 
 
 
 
CBC HOLDCO, INC.
 
By:
/s/ Julio Ramirez
Julio Ramirez     
VP, Taxation and Treasurer
 
 
 
 
MOLSON COORS INTERNATIONAL LP
 
By:
MOLSON COORS INTERNATIONAL GENERAL, ULC, Its General Partner
 
By:
/s/ Julio Ramirez
Julio Ramirez     
Treasurer
 
 
 
 
MOLSON COORS INTERNATIONAL GENERAL, ULC
 
By:
/s/ Julio Ramirez
Julio Ramirez     
Treasurer




 
COORS INTERNATIONAL HOLDCO, ULC
 
By:
/s/ Julio Ramirez
Julio Ramirez     
Treasurer
 
 
 
 
MOLSON COORS CALLCO ULC
 
By:
/s/ Julio Ramirez
Julio Ramirez     
Treasurer
 
 
 
 
MOLSON CANADA 2005
 
By:
/s/ E. Jay Wells
E. Jay Wells     
Chief Financial Officer
 
 
 
 
MC HOLDING COMPANY LLC
 
By:
/s/ Julio Ramirez
Julio Ramirez     
VP, Taxation and Treasurer
 
 
 
 
DEUTSCHE BANK TRUST COMPANY AMERICAS by DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee
 
By:
                                                                                         
Name:     
Title:
 
By:
                                                                                         
Name:     
Title: