Exhibit 4.13
SUPPLEMENTAL INDENTURE NO. 16 (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 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 Guarantors are 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 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 the New Guarantors, and enforceable against
the Company and New Guarantors in accordance with its terms, have
been performed and fulfilled.
