SUPPLEMENTAL
INDENTURE NO. 17 (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 February 25, 1999 (the “
February 1999 Indenture ”), as supplemented by a
Supplemental Indenture No. 4, dated as of May 15, 2000,
with respect to the issuance by the Company of 8 1/2% Series C
Senior Notes due 2009 (the “ Fourth Supplemental
Indenture ”, a Supplemental Indenture No. 7, dated
as of January 23, 2002, with respect to the issuance by the
Company of 8 1/8% Senior Subordinated Notes due 2012 in the
aggregate principal amount of $250,000,000 (the “ Seventh
Supplemental Indenture ”), and any other supplements and
amendments thereto made prior to the date hereof and in effect on
the date hereof (the February 1999 Indenture, the Fourth
Supplemental Indenture, the Seventh Supplemental Indenture and
together with such other supplements and amendments are
collectively herein referred to as the “ Indentures
”);
WHEREAS, the
Guarantors guarantee, jointly and severally, the full and punctual
payment and performance when due of all Indenture
Obligations;
WHEREAS, pursuant
to (i) Section 4.15 of the Fourth Supplemental Indenture
and (ii) Section 3.10 of the Seventh Supplemental Indenture,
the New Guarantor is obligated to enter into this Supplement
thereby guaranteeing the punctual payment and performance when due
of all Indenture Obligations;
WHEREAS, pursuant
to (i) Section 8.01 of the Fourth Supplemental Indenture
and (ii) Section 11.1 of the Seventh Supplemental 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.
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