Exhibit 4.31
SUPPLEMENTAL INDENTURE NO. 10
(this “ Supplement ”), dated as of
January 22, 2008 is entered into by and among CONSTELLATION
BRANDS, INC., a Delaware corporation (the “ Company
”), 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 “ New Guarantors ” and each
individually, a “ New Guarantor ”), and THE BANK
OF NEW YORK TRUST COMPANY, N.A. (successor trustee to BNY Midwest
Trust Company), as trustee (the “ Trustee
”).
RECITALS OF THE COMPANY AND THE NEW GUARANTORS
WHEREAS, the Company, the Guarantors
and the Trustee have executed and delivered an Indenture, dated as
of February 21, 2001, providing for the issuance by the
Company of $200,000,000 aggregate principal amount of the
Company’s 8% Senior Notes due 2008 (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, each 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 Guarantors
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 New
Guarantors; and
WHEREAS, all conditions and
requirements necessary to make the Supplement valid and binding
upon the Company and New Guarantors, and enforceable against the
Company and New Guarantors 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, each 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 paymen
