Constellation Brands, Inc. Underwriting AgreementUnderwriting Agreement • December 4th, 2007 • Constellation Brands, Inc. • Beverages • New York
Constellation Brands, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its securities identified in Schedule I hereto (the “Notes”), to be issued under an Indenture dated as of August 15, 2006 (as supplemented by Supplemental Indenture No. 2 and Supplemental Indenture No. 3 thereto, the “Base Indenture”) among the Company, the Guarantors (as defined below) and BNY Midwest Trust Company, the successor of which is The Bank of New York Trust Company, N.A., as trustee (such successor referred to as the “Trustee”) and Supplemental Indenture No. 4 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”) to be dated as of December 5, 2007 among the Company, the Guarantors and the Trustee. Pursuant to the terms of the Indenture, the holders of Notes will be
CONSTELLATION BRANDS, INC., as Issuer ALCOFI INC. ALLBERRY, INC. BARTON BEERS, LTD. BARTON BEERS OF WISCONSIN, LTD. BARTON BRANDS, LTD. BARTON BRANDS OF CALIFORNIA, INC. BARTON BRANDS OF GEORGIA, INC. BARTON CANADA, LTD. BARTON DISTILLERS IMPORT CORP....Exhibit • December 4th, 2007 • Constellation Brands, Inc. • Beverages • New York
SUPPLEMENTAL INDENTURE NO. 4, dated as of December 5, 2007 (the “Supplemental Indenture”), between CONSTELLATION BRANDS, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), the guarantors named herein and from time to time parties hereto, and THE BANK OF NEW YORK TRUST COMPANY, N.A., as successor to BNY Midwest Trust Company, a national banking association, as Trustee (herein called the “Trustee”).
