Unassociated Document


    Exhibit
      4.11

    

      SUPPLEMENTAL
        INDENTURE NO.
        13
        (this
“Supplement”),
        dated
        as of November 30, 2006 is entered into by and among CONSTELLATION BRANDS,
        INC.,
        a Delaware corporation (the “Company”),
        VINCOR INTERNATIONAL PARTNERSHIP, a Nevada general partnership, VINCOR
        INTERNATIONAL II, LLC, a Delaware limited liability company, VINCOR HOLDINGS,
        INC., a Delaware corporation, R.H. PHILLIPS, INC., a California corporation,
        THE
        HOGUE CELLARS, LTD., a Washington corporation, and VINCOR FINANCE, LLC, a
        Delaware limited liability company (collectively, the “New
        Guarantors”
and
        each individually, a “New
        Guarantor”),
        and
        BNY MIDWEST TRUST COMPANY (successor trustee to Harris Trust and Savings
        Bank
        and The Bank of New York, as applicable), 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. 3 dated as of August 6, 1999
        with
        respect to the guarantee of the Indenture Obligations by Subsidiaries of
        the
        Company (the “Third
        Supplemental Indenture”);
        a
        Supplemental Indenture No. 4 dated as of May 15, 2000 with respect to the
        issuance by the Company of its 8 1/2% Series C Senior Notes due 2009 in the
        aggregate principal amount of £154,000,000 (the “Fourth
        Supplemental Indenture”);
        a
        Supplemental Indenture No. 5 dated as of September 14, 2000 providing for
        certain amendments to the Fourth Supplemental Indenture (the “Fifth
        Supplemental Indenture”);
        a
        Supplemental Indenture No. 6 dated as of August 21, 2001 with respect to
        the
        guarantee of the Indenture Obligations by subsidiaries of the Company (the
        “Sixth
        Supplemental Indenture”);
        a
        Supplemental Indenture No. 7 dated as of January 23, 2002 with respect to
        the
        issuance by the Company of its 8 1/8% Senior Subordinated Notes due 2012
        in the
        aggregate principal amount of $250,000,000 (the “Seventh
        Supplemental Indenture”);
        a
        Supplemental Indenture No. 8 dated as of March 27, 2003 with respect to the
        guarantee of the Indenture Obligations by Subsidiaries of the Company (the
        “Eighth
        Supplemental Indenture”);
        a
        Supplemental Indenture No. 9 dated as of July 8, 2004 with respect to the
        guarantee of the Indenture Obligations by Subsidiaries of the Company (the
        “Ninth
        Supplemental Indenture”);
        a
        Supplemental Indenture No. 10 dated as of September 13, 2004 with respect
        to the
        guarantee of the Indenture Obligations by Subsidiaries of the Company (the
        “Tenth
        Supplemental Indenture”);
        a
        Supplemental Indenture No. 11 dated as of December 22, 2004 with respect
        to the
        guarantee of the Indenture Obligations by Subsidiaries of the Company (the
        “Eleventh
        Supplemental Indenture”);
        and a
        Supplemental Indenture No. 12 dated as of August 11, 2006 with respect to
        the
        guarantee of the Indenture Obligations by Subsidiaries of the Company (the
        “Twelfth
        Supplemental Indenture”,
        together with the February 1999 Indenture, Third Supplemental Indenture,
        Fourth
        Supplemental Indenture, Fifth Supplemental Indenture, Sixth Supplemental
        Indenture, Seventh Supplemental Indenture, Eighth Supplemental Indenture,
        Ninth
        Supplemental Indenture, Tenth Supplemental Indenture, Eleventh Supplemental
        Indenture and Twelfth Supplemental Indenture, collectively, the “Indentures”);

       

      WHEREAS,
        the Guarantors guarantee, jointly and severally, the full and punctual payment
        and performance when due of all Indenture Obligations;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
            -
              2 - 

             

          

        

      

      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.

       

      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 Securities, 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 payment and performance when due of all Indenture
        Obligations (which for purposes of the New Guarantee shall also be deemed
        to
        include all commissions, fees, charges, costs and other expenses (including
        reasonable legal fees and disbursements of one counsel) arising out of or
        incurred by the Trustee or the Holders in connection with the enforcement
        of
        this New Guarantee). The agreements made and obligations assumed hereunder
        by
        each New Guarantor shall constitute and shall be deemed to constitute a
        Guarantee under the Indentures and for all purposes of the Indentures, and
        such
        New Guarantor shall be considered a Guarantor for all purposes of the Indentures
        as if such New Guarantor was originally named therein as a
        Guarantor.

       

      Section
        1.02.
         The
        New
        Guarantee shall be released upon the occurrence of the events as provided
        in the
        Indentures.

       

      Section
        1.03.
         Each
        New
        Guarantor hereby waives, and will not in any manner whatsoever claim or take
        the
        benefit or advantage of, any rights of reimbursement, indemnity or subrogation
        or any other rights against the Company or any other Subsidiary as a result
        of
        any payment by such New Guarantor under its Guarantee under the Indentures.
        

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
            -
              3 -

             

          

        

      

      


      ARTICLE
        TWO

      MISCELLANEOUS

      


      Section
        2.01. Except
        as
        otherwise expressly provided or unless the context otherwise requires, all
        terms
        used herein which are defined in the Indentures shall have the meanings assigned
        to them in the Indentures. Except as supplemented hereby, the Indentures
        (including the Guarantees incorporated therein) and the notes issued pursuant
        thereto are in all respects ratified and confirmed and all the terms and
        provisions thereof shall remain in full force and effect.

       

      Section
        2.02. This
        Supplement shall be effective as of the close of business on November 30,
        2006.

       

      Section
        2.03. The
        recitals contained herein shall be taken as the statements of the Company
        and
        the New Guarantors, and the Trustee assumes no responsibility for their
        correctness. The Trustee makes no representations as to the validity or
        sufficiency of this Supplement.

       

      Section
        2.04. This
        Supplement shall be governed by and construed in accordance with the laws
        of the
        jurisdiction which govern the Indentures and their construction.

       

      Section
        2.05. This
        Supplement may be executed in any number of counterparts each of which shall
        be
        an original, but such counterparts shall together constitute but one and
        the
        same instrument.

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Supplement to be duly
      executed and attested all as of the day and year first above
      written.

     

     

    
      	
              CONSTELLATION
                BRANDS, INC.

            
	 
	
              By:

            	
              /s/
                Thomas D. Roberts          

            
	Name:	Thomas D. Roberts
	
              Title:

            	
              Senior
                Vice President and Treasurer

            


    

    


     

    
      	
              Attest:

            
	 
	
              By:

            	
              /s/
                Barbara J. LaVerdi        

            
	
              Name:

            	
              Barbara
                LaVerdi

            
	
              Title:

            	
              VP,
                Associate General Counsel

            


    

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              VINCOR
                INTERNATIONAL PARTNERSHIP

            
	 
	
              By:

            	/s/ Thomas D. Roberts          
	
              Name:

            	
              Thomas
                D. Roberts

            
	
              Title:

            	
              Vice
                President

            


    

    


    
      	
              Attest:

            
	 
	
              By:

            	/s/ Barbara J. LaVerdi        
	
              Name:

            	
              Barbara
                LaVerdi

            
	
              Title:

            	
              Assistant
                Secretary

            


    

    


    
      	
              VINCOR
                INTERNATIONAL II, LLC

            
	 
	
              By:

            	/s/ Thomas D. Roberts          
	
              Name:

            	
              Thomas
                D. Roberts

            
	
              Title:

            	
              Vice
                President

            


    

    


    
      	
              Attest:

            
	 
	
              By:

            	/s/ Barbara J. LaVerdi        
	
              Name:

            	
              Barbara
                LaVerdi

            
	
              Title:

            	
              Assistant
                Secretary

            


    

    


    
      	
              VINCOR
                HOLDINGS, INC.

            
	 
	
              By:

            	/s/ Thomas D. Roberts          
	
              Name:

            	
              Thomas
                D. Roberts

            
	
              Title:

            	
              Vice
                President

            


    

    


    
      	
              Attest:

            
	 
	
              By:

            	/s/ Barbara
              J. LaVerdi         
	
              Name:

            	
              Barbara
                LaVerdi

            
	
              Title:

            	
              Assistant
                Secretary

            


    

    


    
      	
              R.H.
                PHILLIPS, INC.

            
	 
	
              By:

            	/s/ Thomas D. Roberts          
	
              Name:

            	
              Thomas
                D. Roberts

            
	
              Title:

            	
              Vice
                President

            


    

     

    
      	
              Attest:

            
	 
	
              By:

            	/s/ Barbara J. LaVerdi        
	
              Name:

            	
              Barbara
                LaVerdi

            
	
              Title:

            	
              Assistant
                Secretary

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              THE
                HOGUE CELLARS, LTD.

            
	 
	
              By:

            	/s/ Thomas D. Roberts          
	
              Name:

            	
              Thomas
                D. Roberts

            
	
              Title:

            	
              Vice
                President

            


    

    


    
      	
              Attest:

            
	 
	
              By:

            	/s/ Barbara J. LaVerdi        
	
              Name:

            	
              Barbara
                LaVerdi

            
	
              Title:

            	
              Assistant
                Secretary

            


    

    


    
      	
              VINCOR
                FINANCE, LLC

            
	 
	
              By:

            	/s/ Thomas D. Roberts          
	
              Name:

            	
              Thomas
                D. Roberts

            
	
              Title:

            	
              Vice
                President

            


    

    


    
      	
              Attest:

            
	 
	
              By:

            	/s/ Barbara J. LaVerdi        
	
              Name:

            	
              Barbara
                LaVerdi

            
	
              Title:

            	
              Assistant
                Secretary

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    
      	
              BNY
                MIDWEST TRUST COMPANY

            
	 
	
              By:

            	/s/ D. G. Donovan              
	
              Name:

            	
              D.
                G. Donovan

            
	
              Title:

            	
              Vice
                President

            


    

    


     

    
      	
              Attest:

            
	 
	
              By:

            	/s/ L. Garcia              
	
              Name:

            	
              L.
                Garcia

            
	
              Title:

            	
              Assistant
                Vice President