Exhibit

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of September 18, 2015 (this “First Supplemental Indenture”), to the Indenture dated as of September 18, 2015 (the “Original Indenture”), is entered into among MOLSON COORS INTERNATIONAL LP, a Delaware limited partnership (the “Issuer”), MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Parent Guarantor” or “Parent”) and COORS BREWING COMPANY, a Colorado corporation, MOLSON CANADA 2005, an Ontario partnership, CBC HOLDCO LLC, a Colorado limited liability company, COORS INTERNATIONAL HOLDCO, ULC, a Nova Scotia unlimited liability company, MOLSON COORS CALLCO ULC, a Nova Scotia unlimited liability company, MOLSON COORS INTERNATIONAL GENERAL, ULC, a Nova Scotia unlimited liability company, MOLSON COORS CAPITAL FINANCE ULC, a Nova Scotia unlimited liability company, MC HOLDING COMPANY LLC, a Colorado limited liability company, CBC HOLDCO 2 LLC, a Colorado limited liability company, 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, MOLSON COORS HOLDCO INC., a Delaware Corporation (collectively, the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”), and COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company duly existing under the laws of Canada (the “Trustee”).

WHEREAS the Issuer, the Guarantors, and the Trustee have heretofore executed and delivered or, in a supplemental indenture ratified, the Original Indenture to provide for the issuance from time to time of Securities (as defined in the Original Indenture) of the Issuer, to be issued in one or more Series (as defined in the Original Indenture);

AND WHEREAS Sections 2.01, 2.02 and 9.01 of the Original Indenture provide, among other things, that the Issuer and the Trustee may enter into indentures supplemental to the Original Indenture for, among other things, the purpose of establishing the designation, form, terms and conditions of Securities of any Series as permitted by Sections 2.01, 2.02 and 9.01 of the Original Indenture;

AND WHEREAS the Issuer: (i) desires the issuance of a Series of Securities (as defined in the Original Indenture) to be designated as hereinafter provided; and (ii) has requested the Trustee to enter into this First Supplemental Indenture for the purpose of establishing the designation, form, terms and conditions of the Securities of one Tranche (as defined in the Original Indenture) of such Series to be issued in Canadian Dollar denominations;

AND WHEREAS the Issuer, under the laws relating thereto, is duly authorized to create and issue C$400,000,000 aggregate principal amount of 2.25% Series 1 Notes due 2018 (the “Series 1 Notes”);

AND WHEREAS the Parent Guarantor and the Subsidiary Guarantors will guarantee the Series 1 Notes being issued pursuant to this First Supplemental Indenture;

AND WHEREAS all action on the part of the Issuer necessary to authorize the issuance of the Series 1 Notes under the Original Indenture and under this First Supplemental Indenture (the Original Indenture, as supplemented by this First Supplemental Indenture, being hereinafter called the “Indenture”) has been duly taken.

AND WHEREAS the foregoing recitals are made as representations and statements of fact by the Issuer and the Guarantors and not by the Trustee.

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

That, in order to establish the designation, form, terms and conditions of, and to authorize the certification and delivery of, the Series 1 Notes, and in consideration of the acceptance of the Series 1 Notes by the Holders thereof and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

Definitions

(a) Capitalized terms used herein or in the Appendix and not otherwise defined herein or in the Appendix shall have the respective meanings ascribed thereto in the Original Indenture.

(b) The rules of interpretation set forth in the Original Indenture shall be applied hereto as if set forth in full herein.

(c) For all purposes of this First Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following respective meanings (such meanings shall apply equally to both the singular and plural forms of the respective terms):

“Appendix” has the meaning set forth in Section 2.03(b) hereof.

“Additional Amounts” has the meaning set forth in Section 2.09(a) hereof.

“Additional Securities” means 2.25% Series 1 Notes due 2018, denominated in Canadian Dollars and issued from time to time after the Issue Date pursuant to Section 2.04 hereof and under the terms of the Indenture (other than pursuant to Sections 2.07, 2.08, 2.10 or 3.06 of the Original Indenture).

“CDS” has the meaning set forth in Section 2.07 hereof.

“Canada Yield Price” means, in respect of any Series 1 Notes being redeemed, the price, in respect of the principal amount of the Series 1 Notes, calculated as of the third Business Day prior to the redemption date of such Series 1 Notes, equal to the sum of the present values of the remaining scheduled payments of interest (not including any portion of the payments of interest accrued as of the date of redemption) and principal on the Series 1 Notes to be redeemed from the redemption date to the Maturity Date using as a discount rate the sum of the Government of Canada Yield on such Business Day plus 43.5 basis points.

“Change of Control” means the occurrence of any of the following: (1) any “person” or “group” (other than the Permitted Parties) is or becomes (by way of merger or consolidation or otherwise) the “beneficial owner,” directly or indirectly, of shares of Voting Stock of the Parent representing 50% or more of the total voting power of all outstanding classes of Voting Stock of the Parent or has the power, directly or indirectly, to elect a majority of the members of the Parent’s Board of Directors; (2) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties and assets of the Parent and its Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than to (i) the Parent or one of its Subsidiaries, or (ii) one or more Permitted Parties; or (3) the holders of the Parent’s Capital Stock approve any plan or proposal for the liquidation or dissolution of the Parent (whether or not otherwise in compliance with this First Supplemental Indenture). For purposes of this definition, (i) “person” or “group” have the meanings given to them for purposes of Sections 13(d) and 14(d) of the Exchange Act or any successor provisions, and the term “group” includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision, and (ii) a “beneficial

owner” will be determined in accordance with Rule 13d-3 under the Exchange Act, as in effect on the date of this First Supplemental Indenture.

Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (1) the Parent becomes a direct or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct or indirect holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of the Parent’s Voting Stock immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Coors Family Group” means:

(1) individuals who are descendents of the late Adolph Coors, including adopted issue and issue born out of wedlock of any such individuals, as well as spouses and former spouses (including widows and widowers), whether or not lawfully married, of any of such individuals and spouses, former spouses (including widows and widowers) and descendents of such spouses or former spouses (including widows and widowers) (the “Coors Family Members”);

(2) estates of any Coors Family Members;

(3) trusts for which the principal beneficiaries are one or more of the Coors Family Members;

(4) any corporation, limited liability company, or partnership or similar entity directly or indirectly under the control of one or more of the foregoing;

(5) any corporation, limited liability company, or partnership or similar entity controlled by one of the foregoing;

(6) any corporation or trust with a charitable, scientific, religious or educational purpose described in Section 501(c)(3) of the Code, with respect to which the Coors Family Members comprise not less than 40% of the directors, trustees or persons carrying out a similar function, as applicable; and

(7) any foundation or charitable organization, not less than 40% of the trustees, governors or persons carrying out a similar function of which are Coors Family Members.

“Coors Family Group Beneficiaries” means the Adolph Coors, Jr. Trust dated September 12, 1969 and members of the Coors Family Group.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Taxes” has the meaning set forth in Section 2.09(b) hereof.

“FATCA” shall mean sections 1471 through 1474 of the Code as of the date of this First Supplemental Indenture (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any current or future regulations

or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into in connection with the implementation of such sections of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to such intergovernmental agreement.

“Government of Canada Yield” means, on any date, the bid-side yield to maturity on such date as determined by the arithmetic average (rounded to three decimal places) of the yields quoted at 10:00 a.m. (Toronto time) by any two investment dealers in Canada acceptable to the Issuer, assuming semi-annual compounding and calculated in accordance with generally accepted financial practice, which a non-callable Government of Canada bond would carry if issued in Canadian dollars in Canada at 100% of its principal amount on such date with a term to maturity that most closely approximates the remaining term to the Maturity Date of such Series 1 Notes to be redeemed.

“Indemnified Taxes” means any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of the United States or any political subdivision or any authority or agency therein or thereof having power to tax.

“Interest Payment Dates” has the meaning set forth in Section 2.05 hereof.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB– (or the equivalent) by S&P.

“Maturity Date” has the meaning set forth in Section 2.01 hereof.

“Molson Family Group” means:

(1) individuals who are descendents of the late Thomas H.P. Molson of Montreal, who passed away on or about April 4, 1978, including adopted issue and issue born out of wedlock of any such individuals, as well as spouses and former spouses (including widows and widowers), whether or not lawfully married, of any of such individuals and spouses, former spouses (including widows and widowers) and descendents of such spouses or former spouses (including widows and widowers) (the “Molson Family Members”);

(2) estates of Thomas Molson and any Molson Family Members;

(3) trusts for which the principal beneficiaries are one or more of the Molson Family Members;

(4) any corporation, limited liability company, or partnership or similar entity directly or indirectly under the control of one or more of the foregoing;

(5) any corporation, limited liability company, or partnership or similar entity controlled by one of the foregoing;

(6) any corporation with charitable, scientific, religious or educational objects or any trust the beneficiaries of which are charities, with respect to which the Molson Family Members comprise not less than 40% of the directors, trustees or persons carrying out a similar function, as applicable; and

(7) any foundation or charitable organization, not less than 40% of the trustees, governors or persons carrying out a similar function of which are Molson Family Members, including, without limitation, The Molson Foundation and The Molson Companies Donation Fund.

“Molson Family Group Beneficiaries” means Pentland Securities (1981) Inc. and members of the Molson Family Group.

“Moody’s” means Moody’s Investors Service, Inc., and its successors.

“Permitted Party” means any of the Coors Family Group Beneficiaries or the Molson Family Group Beneficiaries.

“Rating Agencies” means, in respect of any series of Notes, (1) each of Moody’s and S&P; and (2) if either of Moody’s or S&P ceases to rate the Notes of such series or fails to make a rating of the Notes of such series publicly available for reasons outside of the Parent’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Parent (as certified by a resolution of the Board of Directors of the Parent) as a replacement agency for Moody’s or S&P, or both, as the case may be.

“Record Dates” has the meaning set forth in Section 2.05 hereof.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

“Series 1 Notes” has the meaning set forth in the preamble hereof.

“Tax Redemption Event” means a change (including an announced prospective change) in or amendment to the laws (or any regulations or rulings promulgated thereunder) of the United States or any political subdivision or taxing authority thereof or therein or any change (including an announced prospective change) in official position regarding the application or interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date hereof, and which, in the written opinion of legal counsel of recognized standing to the Issuer, has resulted or will result (assuming, in the case of any announced prospective change, that such change will become effective as of the date specified in such announcement and in the form announced) in the Issuer, the Parent or any Subsidiary Guarantor, as the case may be, becoming obligated to pay, on the next succeeding date on which principal, premium, if any, or interest is due, any Additional Amounts; provided that, the Issuer, the Parent or such Subsidiary Guarantor (or its successor), as the case may be, in its business judgment, determines that such obligation cannot be avoided by the use of reasonable measures available to it (or its successor).

“United States Alien” means any person who, for United States federal income tax purposes, is a foreign corporation, a non-resident alien individual, a non-resident fiduciary of a foreign estate or trust, or a foreign partnership, one or more of the members of which is a foreign corporation, a non-resident alien individual or a non-resident alien fiduciary of a foreign estate or trust and has notified the Parent in writing of its status as such.

ARTICLE II

Designation and Terms of the Securities

Section 2.01 Title and Aggregate Principal Amount. There is hereby created under this First Supplemental Indenture one Series of Securities designated “Series 1”, which shall be issued under this First Supplemental Indenture in an aggregate principal amount of C$400,000,000 Series 1 Notes bearing an interest rate of 2.25% with a maturity date of September 18, 2018 (the “Maturity Date”).

Section 2.02 Execution. The Series 1 Notes may forthwith be executed by the Issuer and delivered to the Trustee for certification and delivery by the Trustee in accordance with the provisions of Section 2.03 of the Original Indenture and Section 2.03(b) of this First Supplemental Indenture.

Section 2.03 Other Terms and Form of the Securities. %3. The Series 1 Notes shall have and be subject to such other terms as provided in the Indenture and shall be evidenced by one or more Global Securities in registered form only and in the form of Exhibit A to the Appendix (as defined below). Beneficial interests in a Global Security shall be represented through book-entry accounts to be established and maintained by CDS for financial institutions acting on behalf of beneficial owners as direct and indirect participants in CDS.

Section 2.04 Further Issues, Single Tranche. The Issuer shall be entitled to issue Additional Securities under this First Supplemental Indenture which shall have identical terms as the Series 1 Notes issued on the Issue Date, other than with respect to the date of issuance and issue price, so as to form a single Series of Securities with the other Series 1 Notes issued hereunder. The Series 1 Notes issued on the Issue Date and any Additional Securities shall be treated as a single Tranche for all purposes under the Indenture.

With respect to any Additional Securities, the Issuer shall set forth in an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the following information:


(1)	the aggregate principal amount of such Additional Securities to be certified and delivered pursuant to the Indenture;


(2)	the issue price, the issue date and the CUSIP number of such Additional Securities; provided, however, that no Additional Securities may be issued at a price that would cause such Additional Securities to have “original issue discount” within the meaning of Section 1273 of the Code.

Section 2.05 Interest and Principal. The Series 1 Notes issued under this First Supplemental Indenture will mature on September 18, 2018 and will bear interest at the rate of 2.25% per annum. The Issuer will pay interest on the Series 1 Notes, in arrears, in equal installments, on each March 18 and September 18 in each year (the “Interest Payment Dates”), beginning on March 18, 2016, to the holders of record as of the close of business on the immediately preceding March 13 or September 13 (the “Record Dates”), respectively. Interest on the Series 1 Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance. Unless otherwise specifically provided in the terms of the Series 1 Notes, interest for any period of less than 6 months shall be computed on the basis of a year of 365 days. Whenever interest is computed on a basis of a year (the “deemed year”) which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year. Payments of the principal of and interest on the Series

1 Notes shall be made in Canadian Dollars, and the Series 1 Notes shall be denominated in Canadian Dollars. If any Interest Payment Date for the Series 1 Notes falls on a day that is not a Business Day, then payment of interest may be made on the next succeeding Business Day and no interest will accrue because of such delayed payment.

Section 2.06 Place of Payment. The place of payment where the Series 1 Notes may be presented or surrendered for payment, where the principal of and interest and any other payments due on the Series 1 Notes are payable, where the Series 1 Notes may be surrendered for registration of transfer or exchange and where notices and demands (other than service of process) to and upon the Issuer in respect of the Series 1 Notes and the Indenture may be served shall be in Toronto, Canada, and the office or agency maintained by the Issuer for such purpose shall be the Corporate Trust Office of the Trustee in Toronto. At the option of the Issuer, payment of interest on the Series 1 Notes may be made by cheque mailed to registered Holders in accordance with Section 2.13 (e) of the Original Indenture.

Section 2.07 Depositary; Registrar. The Issuer appoints CDS Clearing and Depository Services Inc. (“CDS”) to act as Depositary with respect to the Global Securities. The Issuer appoints the Trustee to act as the Registrar and the Paying Agent and designates the Trustee’s Toronto office as the office or agency referred to in Section 2.04 of the Original Indenture.

Section 2.08 No Redemption by Holders. The Series 1 Notes shall not be redeemable at the option of any Holder thereof, upon the occurrence of any particular circumstances or otherwise. The Series 1 Notes will not have the benefit of any sinking fund.

Section 2.09 Taxes. (a) No Additional Amounts will be payable with respect to the following (each, an “Excluded Tax”):

(i) a payment made to a Holder in respect of the beneficial owner thereof for or on account of:

A. any such tax, assessment or other governmental charge which would not have been so imposed but for the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of such Holder, if such Holder is an estate, a trust, a partnership, limited liability company or a corporation) and the United States, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein, or having or having had a permanent establishment therein;

B. any tax, assessment or other governmental charge imposed by reason of such Holder’s past or present status for United States federal income tax purposes as a personal holding company or foreign personal holding company or controlled foreign corporation or passive foreign investment company or as a corporation which accumulates earnings to avoid United States federal income tax or as a private foundation or other tax-exempt organization;

C. any tax, assessment or other governmental charge which would not have been so imposed but for the presentation by the Holder of any Series 1 Notes for payment on a date more than 60 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;

D. any tax, assessment or other governmental charge imposed by reason of such Holder’s past or present status as the actual or constructive owner of 10 per cent or more of the total combined voting power of all classes of stock entitled to vote of the Issuer or Parent;

E. any tax, assessment or other governmental charge which would not have been imposed but for the failure to comply with certification, information or other reporting requirements concerning the nationality, residence or identity of the Holder or beneficial owner of such Series 1 Note if such compliance is required by statute or by regulation of the United States or of any political subdivision or taxing authority thereof or therein as a precondition to relief or exemption from such tax, assessment or other governmental charge;

F. any tax, assessment or other governmental charge imposed on a Holder that is a “United States Person” as defined in section 7701(a)(30) of the Code;

G. any tax, assessment or other governmental charge which is payable otherwise than by withholding from payments on or in respect of any Series 1 Note;

H. any withholding tax imposed under FATCA; or

I. any combination of the foregoing items; and

(ii) any inheritance, estate, gift, sales, excise, transfer, personal property or similar tax, assessment or governmental charge.

(b) In the event that the Issuer, the Parent or such Subsidiary Guarantor is so required to withhold or deduct any amount for or on account of Indemnified Taxes from any payment made under or with respect to the Series 1 Notes, the Issuer, the Parent or such Subsidiary Guarantor, as the case may be, shall make such withholding or deduction and remit the full amount deducted or withheld to the relevant authority in accordance with applicable law.

(c) The Issuer, the Parent or any Subsidiary Guarantors, as the case may be, shall furnish to the Holders of the Series 1 Notes, within 60 days after the date the payment of such Indemnified Taxes is due pursuant to applicable law, certified copies of tax receipts or other documents evidencing such payment by the Issuer, the Parent or such Subsidiary Guarantor, as the case may be.

(d) The Issuer, the Parent and each Subsidiary Guarantor shall indemnify and hold harmless each Holder from and against, and upon written request reimburse each such Holder

for the amount (excluding any Excluded Taxes or amounts with respect to which Additional Amounts have previously been paid by the Issuer, the Parent or any of the Subsidiary Guarantors) of:

(i) any Indemnified Taxes levied or imposed and paid by such Holder as a result of payments made under or with respect to the Series 1 Notes or the Guaranties;

(ii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto; and

(iii) any Indemnified Taxes imposed and paid by such Holder with respect to any reimbursement under sub-clause (i) or (ii) above.

(e) The Issuer shall pay any present or future stamp, court, documentary or other similar taxes, charges or levies that arise from the execution, delivery or registration of or enforcement of rights under, the Indenture or any related document.

ARTICLE III

Redemption of the Securities

Section 3.01 Optional Redemption. The Series 1 Notes will be redeemable as a whole at any time or in part from time to time prior to the Maturity Date, at the option of the Issuer, at a redemption price equal to the greater of: (i) 100% of the principal amount of such Series 1 Notes then outstanding; or (ii) the Canada Yield Price; plus, in either case, accrued and unpaid interest on the principal amount being redeemed to the redemption date. Notwithstanding the foregoing, installments of interest on Series 1 Notes that are due and payable on Interest Payment Dates falling on or prior to a redemption date will be payable on the Interest Payment Date to the Holders as of the close of business on the relevant Record Date. Notice of any redemption will be mailed by first class mail, postage prepaid, at least 30 days but no more than 60 days before the redemption date to each Holder of the Series 1 Notes to be redeemed. Unless the Issuer defaults in payment of the redemption price and accrued and unpaid interest, on and after the redemption date, interest will cease to accrue on the Series 1 Notes or portions thereof called for redemption. If fewer than all of the Series 1 Notes are to be redeemed, the Trustee shall select, not more than 60 days prior to the redemption date, the particular Series 1 Notes or portions thereof for redemption. If the Series 1 Notes are redeemed in part, the notice of redemption will state the portion of the principal amount thereof to be redeemed; provided that no notes in an aggregate principal amount of $1,000 or less shall be redeemed in part.

Section 3.02 Tax Redemption Event. Upon the occurrence of a Tax Redemption Event, the Issuer may redeem the Series 1 Notes at any time, in whole but not in part, at a redemption price equal to the principal amount of the outstanding Series 1 Notes, plus accrued and unpaid interest on the principal amount of the Series 1 Notes being redeemed to, but excluding, the redemption date, by delivering to the Trustee at least 30 days, but not more than 60 days, prior to the date fixed for such redemption, a certificate, signed by an authorized Officer, stating that the Issuer is entitled to redeem such Series 1 Notes pursuant to this Section 3.02 and specifying the date fixed for such redemption.

Section 3.03 Repurchase of Series 1 Notes Upon a Change of Control. (a) Upon the occurrence of a Change of Control Triggering Event, unless the Issuer has exercised its right to redeem the Series 1 Notes as provided in the form of Series 1 Note attached hereto as Exhibit A, Article 3 of the Original Indenture and Article 3 of this First Supplemental Indenture, each Holder of Series 1 Notes shall have the right to require the Issuer to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Series 1 Notes pursuant to the offer described in this Section 3.03 (the “Change of Control Offer”) on the terms set forth in this Section 3.03 at a repurchase price in cash equal to 101% of the aggregate principal amount of Series 1 Notes repurchased, plus accrued and unpaid interest, if any, on the Series 1 Notes repurchased to, but not including, the date of repurchase (the “Change of Control Payment”).

(b) Within 30 days following any Change of Control Triggering Event, or, at the Issuer’s option, prior to the date of consummation of any Change of Control, but after the public announcement of the pending Change of Control, the Issuer shall mail or cause to be mailed a notice to each Holder of Series 1 Notes, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and offering to repurchase the Series 1 Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”), pursuant to the procedures required by Article 3 of the Original Indenture, which shall apply hereto mutatis mutandis, and described in such notice. The repurchase obligation with respect to any notice mailed prior to the consummation of the Change of Control shall be conditioned on the Change of Control Triggering Event occurring on or prior to the payment date specified in the notice.

(c) The Issuer shall comply with the requirements of applicable securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Series 1 Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with this Section 3.03, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 3.03 by virtue of such conflicts.

(d) On the Change of Control Payment Date, the Issuer shall, to the extent lawful, (i) accept for payment all Series 1 Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Series 1 Notes or portions thereof properly tendered and not validly withdrawn and (iii) deliver or cause to be delivered to the Trustee the Series 1 Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Series 1 Notes or portions thereof being repurchased by the Issuer. The Paying Agent shall promptly mail to each Holder of Series 1 Notes properly tendered and not validly withdrawn the Change of Control Payment for such Series 1 Notes, and the Trustee shall promptly certify and mail (or cause to be transferred by book-entry) to each Holder a new Series 1 Note equal in principal amount to any

unpurchased portion of the Series 1 Notes surrendered by such Holder; provided that each new Series 1 Note will be in a principal amount of $1,000 or an integral multiple of $1,000 in excess thereof.

(e) The Issuer shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if another Person makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 3.03 otherwise applicable to a Change of Control Offer made by the Issuer and such other Person purchases all Series 1 Notes properly tendered and not withdrawn pursuant to such Change of Control Offer.

(f) Solely for purposes of this Section 3.03 in connection with the Series 1 Notes, the following terms shall have the following meanings:

“Below Investment Grade Rating Event” means the Series 1 Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the earlier of (1) the occurrence of a Change of Control or (2) public notice of the Parent’s intention to effect a Change of Control, in each case until the end of the 60-day period following the earlier of (1) the occurrence of a Change of Control or (2) public notice of the Parent’s intention to effect a Change of Control; provided, however, that if during such 60-day period one or more Rating Agencies has publicly announced that it is considering a possible downgrade of the Series 1 Notes, then such 60-day period shall be extended for such time as the rating of the Series 1 Notes by any such Rating Agency remains under publicly announced consideration for possible downgrade. Notwithstanding the foregoing, a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating will not be deemed to have occurred in respect of a particular Change of Control (and thus will not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Triggering Event) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at the Parent’s or the Trustee’s request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control has occurred at the time of the Below Investment Grade Rating Event).

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

ARTICLE IV

Guaranties

Section 4.01 Parent Guaranty. The Series 1 Notes shall initially be guaranteed by the Parent. The Parent hereby confirms its Guaranty of the Series 1 Notes and confirms the applicability of the provisions of the Original Indenture to the Parent with respect to the Series 1 Notes.

Section 4.02 Subsidiary Guaranties. The Series 1 Notes shall initially be guaranteed by the following Subsidiaries (which are hereby designated “Subsidiary Guarantors” under the Indenture with respect to these Series 1 Notes): Coors Brewing Company, Molson Canada 2005, CBC Holdco LLC, Coors International Holdco, ULC, Molson Coors Callco ULC, Molson Coors International General, ULC, Molson Coors Capital Finance ULC, MC Holding Company LLC, CBC Holdco 2 LLC, Newco3, Inc., Molson Coors Brewing Company (UK) Limited, Molson Coors Holdings

Limited, Golden Acquisition, Molson Coors Holdco Inc. and any other Subsidiary of the Parent that executes and delivers to the Trustee a Guaranty Agreement pursuant to the terms of Section 4.06 of the Original Indenture, but excluding any Subsidiary (including any Subsidiary referred to above in this Section) that has been released from its obligations under the Indenture in accordance with Section 10.06 of the Original Indenture. Each of the Subsidiary Guarantors hereby confirms its Guaranty of the Series 1 Notes and confirms the applicability of the provisions of the Original Indenture to such Subsidiary Guarantor with respect to the Series 1 Notes.

ARTICLE V

Miscellaneous

Section 5.01 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 First Supplemental Indenture shall form a part of the Original Indenture for all purposes, and every Holder of any Series 1 Notes heretofore or hereafter certified and delivered pursuant hereto shall be bound hereby. Except only insofar as the Original Indenture may be inconsistent with the express provisions of this First Supplemental Indenture, in which case the terms of this First Supplemental Indenture shall govern and supersede those contained in the Original Indenture, this First Supplemental Indenture shall henceforth have effect so far as practicable as if all the provisions of the Original Indenture and this First Supplemental Indenture were contained in one instrument.

Section 5.02 Concerning the Trustee. The recitals contained herein and in the Series 1 Notes, except with respect to the Trustee’s certification, shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture or of the Series 1 Notes.

Section 5.03 Counterparts. This First 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 5.04 Judgment Currency. If, for the purpose of obtaining judgment in, or enforcing the judgment of, any court, it becomes necessary to convert a sum due under the Indenture or the Guaranties into Canadian Dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures TD Canada Trust or another nationally recognized bank in Canada could purchase such other currency with Canadian Dollars in the City of Toronto on the Business Day preceding that day on which final judgment is given. The obligations of the Issuer, the Parent and the Subsidiary Guarantors in respect of any sum due from them to any Holders of Series 1 Notes shall, notwithstanding any judgment in currency other than Canadian Dollars, not be discharged until the first Business Day, following receipt by such Holders of Series 1 Notes of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Holders of Series 1 Notes may in accordance with normal banking procedures purchase such other currency with Canadian Dollars.

The Issuer and each Guarantor hereby agree to indemnify the Series 1 Note Holders against any loss incurred by any of them as a result of any judgment or order being given or made

for any sum due under the Indenture or the Guaranties being expressed and paid in the judgment currency and as a result of any variation as between (i) the rate of exchange at which the Canadian Dollar amount is converted into the judgment currency for the purpose of such judgment or order and (ii) the spot rate of exchange in the City of Toronto at which the Issuer or such Guarantor on the date of payment of judgment or order is able to purchase Canadian Dollars with the amount of the judgment currency actually paid by the Issuer or such Guarantor. The foregoing indemnity shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, Canadian Dollars.

Section 5.05 Successors. All covenants and agreements in this First Supplemental Indenture by the Issuer and each Guarantor shall bind its successors, whether so expressed or not.

IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized as of the date first above written.



MOLSON COORS INTERNATIONAL LP, by its General Partner, Molson Coors International General, ULC

By:	/s/ Michael J. Rumley
	Name: Michael J. Rumley
	Title: Treasurer

GUARANTORS:



MOLSON COORS BREWING COMPANY
By:	/s/ Mark Hunter
	Name: Mark Hunter
	Title: President & Chief Executive Officer

By:	/s/ Gavin Hattersley
	Name: Gavin Hattersley
	Title: Chief Financial Officer



COORS BREWING COMPANY

By:	/s/ Michael J. Rumley
	Name: Michael J. Rumley
	Title: Vice President, Treasurer



MOLSON CANADA 2005

By:	/s/ Michael J. Rumley
	Name: Michael J. Rumley
	Title: Treasurer