Contract
Exhibit
4.18
SUPPLEMENTAL
INDENTURE NO.
7
(this
“Supplement”),
dated
as of November 30, 2006 is entered into by and among CONSTELLATION BRANDS,
INC.,
a Delaware corporation (the “Company”),
VINCOR INTERNATIONAL PARTNERSHIP, a Nevada general partnership, VINCOR
INTERNATIONAL II, LLC, a Delaware limited liability company, VINCOR HOLDINGS,
INC., a Delaware corporation, X.X. XXXXXXXX, INC., a California corporation,
THE
XXXXX CELLARS, LTD., a Washington corporation, and VINCOR FINANCE, LLC, a
Delaware limited liability company (collectively, the “New
Guarantors”
and
each individually, a “New
Guarantor”),
and
BNY MIDWEST TRUST COMPANY (successor trustee to Xxxxxx Trust and Savings
Bank
and The Bank of New York, as applicable), as trustee (the “Trustee”).
RECITALS
OF THE COMPANY AND THE NEW GUARANTORS
WHEREAS,
the Company, the Guarantors and the Trustee have executed and delivered an
Indenture, dated as of November 17, 1999, as supplemented by Supplemental
Indenture No. 1, dated as of August 21, 2001, Supplemental Indenture No.
2,
dated as of March 27, 2003, Supplemental Indenture No. 3, dated July 8, 2004,
Supplemental Indenture No. 4, dated as of September 13, 2004, Supplemental
Indenture No. 5, dated as of December 22, 2004 and Supplemental Indenture
No. 6,
dated as of August 11, 2006 (collectively, the “Indenture”),
providing for the issuance by the Company of £150,000,000 aggregate principal
amount of the Company’s 8 ½% Senior Notes due 2009, pursuant to which the
Guarantors have agreed to guarantee, jointly and severally, the full and
punctual payment and performance when due of all Indenture
Obligations;
WHEREAS,
each New Guarantor has become a Subsidiary and, pursuant to Section 4.15
of the
Indenture, is obligated to enter into this Supplement thereby guaranteeing
the
punctual payment and performance when due of all Indenture
Obligations;
WHEREAS,
pursuant to Section 8.01 of the Indenture, the Company, the New Guarantors
and
the Trustee may enter into this Supplement without the consent of any
Holder;
WHEREAS,
the execution and delivery of this Supplement have been duly authorized by
Board
Resolutions of the respective Boards of Directors of the Company and New
Guarantors; and
WHEREAS,
all conditions and requirements necessary to make the Supplement valid and
binding upon the Company and New Guarantors, and enforceable against the
Company
and New Guarantors in accordance with its terms, have been performed and
fulfilled.
NOW,
THEREFORE, in consideration of the above premises, each of the parties hereto
agrees, for the benefit of the others and for the equal and proportionate
benefit of the Holders of the Securities, as follows:
-
2 -
ARTICLE
ONE
THE
NEW GUARANTEE
Section
1.01.
For
value received, each New Guarantor hereby absolutely, unconditionally and
irrevocably guarantees (the “New
Guarantee”),
jointly and severally among itself and the Guarantors, to the Trustee and
the
Holders, as if such New Guarantor was the principal debtor, the punctual
payment
and performance when due of all Indenture Obligations (which for purposes
of the
New Guarantee shall also be deemed to include all commissions, fees, charges,
costs and other expenses (including reasonable legal fees and disbursements
of
one counsel) arising out of or incurred by the Trustee or the Holders in
connection with the enforcement of this New Guarantee). The agreements made
and
obligations assumed hereunder by each New Guarantor shall constitute and
shall
be deemed to constitute a Guarantee under the Indenture and for all purposes
of
the Indenture, and such New Guarantor shall be considered a Guarantor for
all
purposes of the Indenture as if such New Guarantor was originally named therein
as the Guarantor.
Section
1.02.
The
New Guarantee shall be released upon the occurrence of the events as provided
in
the Indenture.
Section
1.03.
Each
New Guarantor hereby waives, and will not in any manner whatsoever claim
or take
the benefit or advantage of any rights of reimbursement, indemnity or
subrogation or any other rights against the Company or any other Subsidiary
as a
result of any payment by such New Guarantor under its Guarantee under the
Indenture.
ARTICLE
TWO
MISCELLANEOUS
Section
2.01.
Except
as otherwise expressly provided or unless the context otherwise requires,
all
terms used herein which are defined in the Indenture shall have the meanings
assigned to them in the Indenture. Except as supplemented hereby, the Indenture
(including the Guarantees incorporated therein) and the notes issued pursuant
thereto are in all respects ratified and confirmed and all the terms and
provisions thereof shall remain in full force and effect.
Section
2.02 This Supplement shall be effective as of the close of business on November
30, 2006.
Section
2.03.
The
recitals contained herein shall be taken as the statements of the Company
and
New Guarantors, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of
this
Supplement.
Section
2.04.
This
Supplement shall be governed by and construed in accordance with the laws
of the
jurisdiction which govern the Indenture and its construction.
Section
2.05.
This
Supplement may be executed in any number of counterparts each of which shall
be
an original, but such counterparts shall together constitute but one and
the
same instrument.
IN
WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly
executed and attested all as of the day and year first above
written.
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By:
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/s/
Xxxxxx X. Xxxxxxx
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| Name: | Xxxxxx X. Xxxxxxx |
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Title:
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Senior
Vice President and Treasurer
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Attest:
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By:
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/s/
Xxxxxxx X. XxXxxxx
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Name:
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Xxxxxxx
XxXxxxx
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Title:
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VP,
Associate General Counsel
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VINCOR
INTERNATIONAL PARTNERSHIP
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By:
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/s/ Xxxxxx X. Xxxxxxx |
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Name:
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Xxxxxx
X. Xxxxxxx
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Title:
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Vice
President
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Attest:
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By:
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/s/ Xxxxxxx X. XxXxxxx |
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Name:
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Xxxxxxx
XxXxxxx
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Title:
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Assistant
Secretary
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VINCOR
INTERNATIONAL II, LLC
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By:
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/s/ Xxxxxx X. Xxxxxxx |
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Name:
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Xxxxxx
X. Xxxxxxx
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Title:
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Vice
President
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Attest:
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By:
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/s/ Xxxxxxx X. XxXxxxx |
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Name:
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Xxxxxxx
XxXxxxx
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Title:
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Assistant
Secretary
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VINCOR
HOLDINGS, INC.
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By:
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/s/ Xxxxxx X. Xxxxxxx |
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Name:
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Xxxxxx
X. Xxxxxxx
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Title:
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Vice
President
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Attest:
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By:
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/s/ Xxxxxxx X. XxXxxxx |
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Name:
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Xxxxxxx
XxXxxxx
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Title:
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Assistant
Secretary
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X.X.
XXXXXXXX, INC.
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By:
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/s/ Xxxxxx X. Xxxxxxx |
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Name:
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Xxxxxx
X. Xxxxxxx
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Title:
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Vice
President
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Attest:
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By:
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/s/ Xxxxxxx X. XxXxxxx |
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Name:
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Xxxxxxx
XxXxxxx
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Title:
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Assistant
Secretary
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THE
XXXXX CELLARS, LTD.
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By:
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/s/ Xxxxxx X. Xxxxxxx |
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Name:
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Xxxxxx
X. Xxxxxxx
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Title:
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Vice
President
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Attest:
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By:
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/s/ Xxxxxxx X. XxXxxxx |
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Name:
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Xxxxxxx
XxXxxxx
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Title:
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Assistant
Secretary
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VINCOR
FINANCE, LLC
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By:
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/s/ Xxxxxx X. Xxxxxxx |
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Name:
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Xxxxxx
X. Xxxxxxx
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Title:
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Vice
President
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Attest:
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By:
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/s/ Xxxxxxx X. XxXxxxx |
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Name:
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Xxxxxxx
XxXxxxx
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Title:
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Assistant
Secretary
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BNY
MIDWEST TRUST COMPANY
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By:
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/s/ X. X. Xxxxxxx |
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Name:
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X.
X. Xxxxxxx
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Title:
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Vice
President
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Attest:
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By:
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/s/ X. Xxxxxx |
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Name:
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X.
Xxxxxx
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Title:
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Assistant
Vice President
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