SUPPLEMENTAL
INDENTURE NO. 11 (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 (successor trustee to BNY Midwest Trust Company), 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 November 17, 1999, providing for the
issuance by the Company of £150,000,000 aggregate principal
amount of the Company’s 8 1 / 2
% 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, the 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
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 Board Resolutions of the respective boards of directors of the
Company and the New Guarantor; and
WHEREAS, all
conditions and requirements necessary to make the 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 &rdquo
