Exhibit 4.46
GUARANTEE ASSUMPTION AGREEMENT
GUARANTEE
ASSUMPTION AGREEMENT dated as of January 22, 2008 by BWE,
INC., a Delaware corporation, ATLAS PEAK VINEYARDS, INC., a
California corporation, BUENA VISTA WINERY, INC., a California
corporation, CLOS DU BOIS WINES, INC., a California corporation,
GARY FARRELL WINES, INC., a California corporation, PEAK WINES
INTERNATIONAL, INC., a Delaware corporation and PLANET 10 SPIRITS,
LLC, a Delaware limited liability company (collectively, the
“ Additional Subsidiary Guarantors ”, and each
individually, an “ Additional Subsidiary Guarantor
”), in favor of JPMorgan Chase Bank, N.A., as administrative
agent for the lenders or other financial institutions or entities
party as “Lenders” to the Credit Agreement referred to
below (in such capacity, together with its successors in such
capacity, the “ Administrative Agent ”).
Constellation
Brands, Inc., a Delaware corporation, the Subsidiary Guarantors
referred to therein and the Administrative Agent are parties to a
Credit Agreement dated as of June 5, 2006 (as modified and
supplemented and in effect from time to time, the “ Credit
Agreement ”).
Pursuant
to Section 6.09(b) of the Credit Agreement, each Additional
Subsidiary Guarantor hereby agrees to become a “
Subsidiary Guarantor ” for all purposes of the Credit
Agreement, and an “ Obligor ” for all purposes
of the U.S. Pledge Agreement. Without limiting the foregoing, each
Additional Subs
