GUARANTEE ASSUMPTION AGREEMENT
Exhibit 4.46
GUARANTEE ASSUMPTION AGREEMENT dated as of January 22, 2008 by BWE, INC., a Delaware
corporation, ATLAS PEAK VINEYARDS, INC., a California corporation, BUENA VISTA WINERY, INC., a
California corporation, CLOS DU BOIS WINES, INC., a California corporation, XXXX XXXXXXX WINES,
INC., a California corporation, PEAK WINES INTERNATIONAL, INC., a Delaware corporation and PLANET
10 SPIRITS, LLC, a Delaware limited liability company (collectively, the “Additional Subsidiary
Guarantors”, and each individually, an “Additional Subsidiary Guarantor”), in favor of
JPMorgan Chase Bank, N.A., 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 June 5, 2006 (as
modified and supplemented and in effect from time to time, the “Credit Agreement”).
Pursuant to Section 6.09(b) of the Credit Agreement, each 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. Pledge Agreement. Without limiting the
foregoing, each 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, each 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. 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.
Each Additional Subsidiary Guarantor hereby agrees that Annex 1 of the U.S. Pledge Agreement
shall be supplemented as provided in Attachment A hereto.
IN WITNESS WHEREOF, each Additional Subsidiary Guarantor has caused this Guarantee Assumption
Agreement to be duly executed and delivered as of the day and year first above written.
| BWE, INC. ATLAS PEAK VINEYARDS, INC. BUENA VISTA WINERY, INC. CLOS DU BOIS WINES, INC. XXXX XXXXXXX WINES, INC. PEAK WINES INTERNATIONAL, INC. PLANET 10 SPIRITS, LLC |
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| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Vice President and Assistant Treasurer | |||
Accepted and agreed:
| JPMORGAN CHASE BANK, N.A., as Administrative Agent |
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| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Vice President | |||
ATTACHMENT A
SUPPLEMENT TO ANNEX 1 TO U.S. PLEDGE AGREEMENT
PART A
PLEDGED STOCK
| U.S. ISSUERS | ||||||||||||
| Issuer | Certificate No. | Registered Owner | Number of Shares | |||||||||
BWE, Inc. |
5 | Constellation Wines U.S., Inc. | 100 | |||||||||
Atlas Peak Vineyards, Inc. |
12 | BWE, Inc. | 3,860 | |||||||||
Buena Vista Winery, Inc. |
5 | BWE, Inc. | 7,756 | |||||||||
Clos du Bois Wines, Inc. |
C-58 | BWE, Inc. | 100 | |||||||||
Xxxx Xxxxxxx Wines, Inc. |
5 | BWE, Inc. | 125 | |||||||||
Peak Wines
International, Inc |
2 | BWE, Inc. | 1,000 | |||||||||
ATTACHMENT A
SUPPLEMENT TO ANNEX 1 TO U.S. PLEDGE AGREEMENT
PART B
PLEDGED INTERESTS
PART B
PLEDGED INTERESTS
| U.S. ISSUERS | ||||||||||||
| Issuer | Certificate No. | Registered Owner | Interest | |||||||||
Planet 10 Spirits, LLC |
1 | Xxxxxx Brands, Ltd. | 100% |
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