SUPPLEMENTAL
INDENTURE NO. 2 (this “ Supplement ”), dated
as of February 27, 2009 is entered into by and among
CONSTELLATION BRANDS, INC., a Delaware corporation (the “
Company ”), CONSTELLATION SERVICES LLC, a Delaware
limited liability company (the “ New Guarantor
”), and THE BANK OF NEW YORK MELLON TRUST COMPANY NATIONAL
ASSOCIATION, as trustee (the “ Trustee
”).
RECITALS OF THE COMPANY AND THE
NEW GUARANTOR
WHEREAS, the
Company, the Guarantors and the Trustee have executed and delivered
an Indenture, dated as of May 14, 2007, providing for the
issuance of the Company’s 7.25% Senior Notes due 2017 (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, the New
Guarantor is obligated, pursuant to Section 4.08 of the
Indenture, 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
Guarantor 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 all requisite action on the part of the Company and the New
Guarantor; and
WHEREAS, all
conditions and requirements necessary to make this Supplement valid
and binding upon the Company and the New Guarantor, and enforceable
against the Company and the New Guarantor 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 Notes, as
follows:
ARTICLE ONE
THE NEW GUARANTEE
Section 1.01.
For value received, the 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,
