Molson Coors Beverage (TAP) 10-Q 2012 Q2 Quarterly report

Exhibit 4.6

ELEVENTH SUPPLEMENTAL INDENTURE

DATED AS OF JUNE 15, 2012

To

INDENTURE

dated as of June 15, 2007

among

MOLSON COORS BREWING COMPANY, as Issuer

THE GUARANTORS NAMED THEREIN, as Guarantors

and

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

THIS TENTH SUPPLEMENTAL INDENTURE, dated as of June 15, 2012 (this “Supplemental Indenture”), to the Indenture dated as of June 15, 2007, as supplemented by the First Supplemental Indenture thereto dated as of June 15, 2007, the Second Supplemental Indenture thereto dated as of January 31, 2008, the Third Supplemental Indenture thereto dated as of February 1, 2008, the Fourth Supplemental Indenture dated as of May 23, 2008, the Fifth Supplemental Indenture thereto dated as of June 27, 2008, the Sixth Supplemental Indenture thereto dated as of June 30, 2008, the Seventh Supplemental Indenture thereto dated as of December 25, 2010, the Eighth Supplemental Indenture thereto dated as of March 8, 2011, the Ninth Supplemental Indenture thereto dated as of November 11, 2011 and the Tenth Supplemental Indenture thereto dated as of May 3, 2012 (collectively, the “Original Indenture” and, together with this Supplemental Indenture, the “Indenture”), is among Molson Coors Brewing Company, a Delaware corporation (the “Company”), Coors Brewing Company, a Colorado corporation, Molson Coors Capital Finance ULC, a Nova Scotia unlimited liability company, Molson Coors International LP, 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, MC Holding Company LLC, a Colorado limited liability company, CBC Holdco 2, Inc., a Colorado corporation, Newco3, Inc., a Colorado corporation, Molson Coors Brewing Company (UK) Limited, an English private limited company, Molson Coors Holdings Limited, an English private limited company, Golden Acquisition, an English private unlimited company and Molson Coors Holdco, Inc. (collectively, the “Guarantors”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (the “Trustee”).

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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.

Additional Guarantors. Molson Coors Holdco, Inc. hereby agrees to guarantee payment of the Securities as a Guarantor, on the same terms and conditions as those set forth in Article 10 of the Original Indenture.

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.

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.

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.

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.

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	MOLSON COORS BREWING COMPANY
	By:	/s/ Julio Ramirez
		Name: Julio Ramirez
		Title: Vice President, Treasurer, and Tax & Strategic Finance
GUARANTORS:	MOLSON COORS CAPITAL FINANCE ULC
	By:	/s/ Julio Ramirez
		Name: Julio Ramirez
		Title: Treasurer
	COORS BREWING COMPANY
	By:	/s/ Julio Ramirez
		Name: Julio Ramirez
		Title: Vice President – Taxation and Treasurer
	CBC HOLDCO LLC
	By:	CBC HOLDCO 2 LLC, Managing Member
	By:	/s/ Julio Ramirez
		Name: Julio Ramirez
		Title: Vice President – Taxation and Treasurer

MOLSON COORS INTERNATIONAL LP
By:	MOLSON COORS INTERNATIONAL GENERAL, ULC, Its General Partner
By:	/s/ Julio Ramirez
	Name: Julio Ramirez
	Title: Vice President – Taxation and Treasurer
MOLSON COORS INTERNATIONAL GENERAL, ULC
By:	/s/ Julio Ramirez
	Name: Julio Ramirez
	Title: Treasurer
COORS INTERNATIONAL HOLDCO, ULC
By:	/s/ Julio Ramirez
	Name: Julio Ramirez
	Title: Treasurer

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MOLSON COORS CALLCO ULC
By:	/s/ Julio Ramirez
	Name: Julio Ramirez
	Title: Treasurer
MOLSON CANADA 2005
By:	/s/ Kelly L. Brown
	Name: Kelly L. Brown
	Title: Chief Legal Officer
MC HOLDING COMPANY LLC
By:	/s/ Julio Ramirez
	Name: Julio Ramirez
	Title: Vice President – Taxation and Treasurer
CBC HOLDCO 2 LLC
By:	COORS BREWING COMPANY, Managing Member
By:	/s/ Julio Ramirez
	Name: Julio Ramirez
	Title: Vice President – Taxation and Treasurer
NEWCO3, INC.
By:	/s/ Julio Ramirez
	Name: Julio Ramirez
	Title: Treasurer
MOLSON COORS HOLDCO INC.
By:	/s/ Julio Ramirez
	Name: Julio Ramirez
	Title: Treasurer
MOLSON COORS BREWING COMPANY (UK) LIMITED
By:	/s/ Susan Albion
	Name: Susan Albion
	Title: Legal Director

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MOLSON COORS HOLDINGS LIMITED
By:	/s/ Susan Albion
	Name: Susan Albion
	Title: Legal Director
GOLDEN ACQUISITION
By:	/s/ Susan Albion
	Name: Susan Albion
	Title: Legal Director
DEUTSCHE BANK TRUST COMPANY AMERICAS by DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee
By:
	Name:
	Title:
By:
	Name:
	Title:

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