EXHIBIT 4.6
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[Execution Copy]
GUARANTEE ASSUMPTION AGREEMENT
GUARANTEE ASSUMPTION AGREEMENT dated as of July 2, 2001, by Ravenswood
Winery, Inc., a California corporation (the "Additional Subsidiary Guarantor"),
in favor of The Chase Manhattan Bank, as administrative agent for the lenders or
other financial institutions or entities party as "Lenders" to the Credit
Agreement referred to below (in such capacity, together with its successors in
such capacity, the "Administrative Agent").
Constellation Brands, Inc., a Delaware corporation, the Subsidiary
Guarantors referred to therein and the Administrative Agent are parties to a
Credit Agreement dated as of October 6, 1999 (as modified and supplemented and
in effect from time to time, the "Credit Agreement").
Pursuant to Section 6.09(a) of the Credit Agreement, the Additional
Subsidiary Guarantor hereby agrees to become a "Subsidiary Guarantor" for all
purposes of the Credit Agreement, and an "Obligor" for all purposes of the U.S.
Equity Pledge Agreement. Without limiting the foregoing, the Additional
Subsidiary Guarantor hereby, jointly and severally with the other Subsidiary
Guarantors, guarantees to each Lender and the Administrative Agent and their
respective successors and assigns the prompt payment in full when due (whether
at stated maturity, by acceleration or otherwise) of all Guaranteed Obligations
(as defined in Section 3.01 of the Credit Agreement) in the same manner and to
the same extent as is provided in Article III of the Credit Agreement. In
addition, the Additional Subsidiary Guarantor hereby makes the representations
and warranties set forth in Sections 4.01, 4.02 and 4.03 of the Credit
Agreement, and in Section 2 of the U.S. Equity Pledge Agreement, with respect to
itself and its obligations under this Agreement, as if each reference in such
Sections to the Loan Documents included reference to this Agreement.
The Additional Subsidiary Guarantor hereby agrees that Annex 1 of the U.S.
Equity Pledge Agreement shall be supplemented as provided in Attachment A
hereto.
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IN WITNESS WHEREOF, the Additional Subsidiary Guarantor has caused this
Guarantee Assumption Agreement to be duly executed and delivered as of the day
and year first above written.
RAVENSWOOD WINERY, INC.
By /s/ Xxxxxx X. Summer
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Xxxxxx X. Summer
Title: Vice President and Treasurer
Accepted and agreed:
THE CHASE MANHATTAN BANK, as
Administrative Agent
By /s/ X.X. Xxxxxxxx
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Title: Vice President
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ATTACHMENT A
Supplement to Annex 1 to U.S. Equity Pledge Agreement
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PLEDGED STOCK
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RAVENSWOOD WINERY, INC.
ISSUER CERTIFICATE NOS. REGISTERED OWNER NUMBER OF SHARES
---------------- ---------------- ---------------- ----------------
N/A* N/A* N/A* N/A*
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* Ravenswood Winery, Inc. does not own any capital stock or other ownership
interests in another Person (as defined in the Credit Agreement).
