Contract
Exhibit
4.20
SUPPLEMENTAL
INDENTURE NO.
9
(this
“Supplement”),
dated
as of May 4, 2007 is entered into by and among CONSTELLATION BRANDS, INC.,
a Delaware corporation (the “Company”),
XXXXXX SMO HOLDINGS LLC, a Delaware limited liability company, ALCOFI INC.,
a
New York corporation, and SPIRITS MARQUE ONE 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, providing for the issuance by
the
Company of £150,000,000 aggregate principal amount of the Company’s 8 ½% Senior
Notes due 2009 (together with any supplements and amendments thereto made
prior
to the date hereof and in effect on the date hereof, the “Indenture”),
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:
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
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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.
In
accordance with the terms of the Indentures, each New Guarantor hereby
waives
all rights of subrogation or contribution arising by reason of any payment
by it
pursuant to 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
May 4,
2007.
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.
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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:
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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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/s/
Xxxxxxx X. XxXxxxx
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Name:
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Xxxxxxx
X. XxXxxxx
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Title:
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Vice
President and
Associate
General Counsel
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XXXXXX
SMO HOLDINGS 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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/s/
Xxxxxxx X. XxXxxxx
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Name:
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Xxxxxxx
X. XxXxxxx
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Title:
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Assistant
Secretary
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ALCOFI
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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/s/
Xxxxxxx X. XxXxxxx
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Name:
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Xxxxxxx
X. XxXxxxx
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Title:
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Assistant
Secretary
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SPIRITS
MARQUE ONE 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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/s/
Xxxxxxx X. XxXxxxx
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Name:
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Xxxxxxx
X. 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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/s/
X. Xxxxxxxx
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Name:
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X.
Xxxxxxxx
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Title:
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Vice
President
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