SUPPLEMENTAL
INDENTURE NO. 6 (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 August 15, 2006 (the “ Base
Indenture ”), as supplemented by Supplemental Indenture
No. 1, dated as of August 15, 2006, providing for the
issuance of the Company’s 7.25% Senior Notes due 2016 (the
“ First Supplemental Indenture ”), Supplemental
Indenture No. 4, dated as of December 5, 2007, providing
for the issuance of the Company’s 8 3/8% Senior Notes due
2014 in the aggregate principal amount of $500,000,000 (the “
Fourth Supplemental Indenture ”) and by any other
supplements and amendments thereto made prior to the date hereof
and in effect on the date hereof (the Base Indenture, the First
Supplemental Indenture, the Fourth Supplemental Indenture and
together with such other supplements and amendments are
collectively herein referred to as 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 (i) Section 3.4 of
the First Supplemental Indenture and (ii) Section 3.4 of
the Fourth Supplemental Indenture, to enter into this Supplement
thereby guaranteeing the punctual payment and performance when due
of all Indenture Obligations;
WHEREAS, pursuant
to (i) Section 8.1 of the First Supplemental Indenture
and (ii) Section 8.1 of the Fourth 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 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
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