Unassociated Document


    Exhibit
      4.31

     

    
 

    GUARANTEE
      ASSUMPTION AGREEMENT

     

    GUARANTEE
      ASSUMPTION AGREEMENT dated as of November 30, 2006 by 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 “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 an 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 Subsidiary Guarantor hereby, jointly and severally with the other
      Subsidiary Guarantors, guarantees to each Lender and the Administrative Agent
      and their respective successors and assigns the prompt payment in full when
      due
      (whether at stated maturity, by acceleration or otherwise) of all Guaranteed
      Obligations (as defined in Section 3.01 of the Credit Agreement) in the
      same manner and to the same extent as is provided in Article III of the
      Credit Agreement. In addition, each Additional Subsidiary Guarantor hereby
      makes
      the representations and warranties set forth in Sections 4.01, 4.02 and
      4.03 of the Credit Agreement, and in Section 2 of the U.S. Pledge
      Agreement, with respect to itself and its obligations under this Agreement,
      as
      if each reference in such Sections to the Loan Documents included reference
      to
      this Agreement.

     

    Each
      Additional Subsidiary Guarantor hereby agrees that Annex 1 of the U.S. Pledge
      Agreement shall be supplemented as provided in Attachment A
      hereto.


     

    Guarantee
      Assumption Agreement


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, each Additional Subsidiary Guarantor has caused this Guarantee
      Assumption Agreement to be duly executed and delivered as of the day and year
      first above written.

     

    
      
        	
                VINCOR
                  INTERNATIONAL PARTNERSHIP

              
	 
	
                By:

              	
                /s/
                  Thomas D. Roberts        

              
	
                Name:

              	
                Thomas
                  D. Roberts

              
	
                Title:

              	
                Vice
                  President

              


      

      


      
        	
                VINCOR
                  INTERNATIONAL II, LLC

              
	 
	
                By:

              	
                /s/
                  Thomas D. Roberts        

              
	
                Name:

              	
                Thomas
                  D. Roberts

              
	
                Title:

              	
                Vice
                  President

              


      

      


      
        	
                VINCOR
                  HOLDINGS, INC.

              
	 
	
                By:

              	
                /s/
                  Thomas D. Roberts        

              
	
                Name:

              	
                Thomas
                  D. Roberts

              
	
                Title:

              	
                Vice
                  President

              


      

      


      
        	
                R.H.
                  PHILLIPS, INC.

              
	 
	
                By:

              	
                /s/
                  Thomas D. Roberts        

              
	
                Name:

              	
                Thomas
                  D. Roberts

              
	
                Title:

              	
                Vice
                  President

              


      

      


      
        	
                THE
                  HOGUE CELLARS, LTD.

              
	 
	
                By:

              	
                /s/
                  Thomas D. Roberts        

              
	
                Name:

              	
                Thomas
                  D. Roberts

              
	
                Title:

              	
                Vice
                  President

              


      

      


      
        	
                VINCOR
                  FINANCE, LLC

              
	 
	
                By:

              	
                /s/
                  Thomas D. Roberts        

              
	
                Name:

              	
                Thomas
                  D. Roberts

              
	
                Title:

              	
                Vice
                  President

              


      

      

        Guarantee
          Assumption Agreement

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	
                Accepted
                  and agreed:

                 

                JPMORGAN
                  CHASE BANK, N.A., as

                  
                  Administrative Agent

              
	 
	
                 

                By:

              	
                /s/
                  Randolph Cates        

              
	
                Name:

              	 RANDOLPH CATES
	
                Title:

              	 VICE
                PRESIDENT


      

      
         

         

        Guarantee
          Assumption Agreement

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ATTACHMENT
      A

    
       

      SUPPLEMENT
        TO ANNEX 1 TO U.S. PLEDGE AGREEMENT

       

      PART
        A

       

      PLEDGED
        STOCK

       

      
        
          	
                   

                  U.S.
                    ISSUERS

                   

                
	
                  Issuer

                   

                	
                  Certificate
                    

                  No.

                	
                  Registered
                    Owner

                   

                	
                  Number
                    of Shares

                   

                
	
                  Vincor
                    Holdings, Inc.

                   

                	
                  6

                   

                	
                  Vincor
                    International II, LLC

                   

                	
                  400
                    common shares

                   

                
	
                  R.H.
                    Phillips, Inc.

                   

                	
                  PM-1

                   

                	
                  Vincor
                    Holdings, Inc.

                   

                	
                  10,000,000
                    shares of common stock

                   

                
	
                  The
                    Hogue Cellars, Ltd.

                   

                	
                  55

                   

                	
                  Vincor
                    Holdings, Inc.

                   

                	
                  46,725
                    common shares

                   

                


        

      

       

       

      
        PART
          B

         

        PLEDGED
          INTERESTS

         

      

      
        
          	
                   

                  U.S.
                    ISSUERS

                   

                
	
                  Issuer

                   

                	
                  Certificate
                    

                  No.

                	
                  Registered
                    Owner

                   

                	
                  Ownership
                    Interests

                   

                
	
                  Vincor
                    International Partnership

                   

                	
                  1

                   

                  2

                   

                	
                  Constellation
                    Brands, Inc.

                   

                  Constellation
                    Wines U.S., Inc.

                   

                	
                  99.9%

                   

                  0.01%

                   

                
	
                  Vincor
                    International II, LLC

                   

                	
                  1

                   

                	
                  Vincor
                    International Partnership

                   

                	
                  100%

                   

                
	
                  Vincor
                    Finance, LLC

                   

                	
                  1

                   

                	
                  Constellation
                    Brands, Inc.

                   

                	
                  100%

                   

                


        

      

       

       

       

      
        Guarantee
          Assumption Agreement