Unassociated Document


    Exhibit
      4.28

     

    
      SUPPLEMENTAL
        INDENTURE NO.
        2
        (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, 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 August 15, 2006 (the “Base
      Indenture”),
      as
      supplemented by Supplemental Indenture No. 1, dated as of August 15, 2006,
      providing for the issuance of the Company’s 7.25% Senior Notes due 2016 (the
“First
      Supplemental Indenture,
      and
      collectively with the Base Indenture, 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 in accordance with the applicable provisions of the
      Indenture;

     

    WHEREAS,
      each New Guarantor is obligated, pursuant to Section 3.4 of the First
      Supplemental Indenture, to enter into this Supplement thereby guaranteeing
      the
      punctual payment and performance when due of all Indenture
      Obligations;

     

    WHEREAS,
      pursuant to Section 8.1 of the First 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
      all
      requisite action on the part of the Company and New Guarantors; and

     

    WHEREAS,
      all conditions under the First Supplemental Indenture with respect to this
      Supplement have been complied with 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,

     

     

    
      
         

      

      
         

        
          

        

      

      
        -2-

      

    

     

    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) in accordance with,
      and
      on the terms set forth in, the Indenture. The agreements made and obligations
      assumed hereunder by each New Guarantor shall constitute and shall be deemed
      to
      constitute a Guarantee under the Indenture and for all purposes of the
      Indenture, and such New Guarantor shall be considered a Guarantor for all
      purposes of the Indenture as if such New Guarantor was originally named therein
      as the Guarantor.

     

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

     

    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
      Indenture.

    


    


    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 Indenture shall have the meanings
      assigned to them in the Indenture. Except as supplemented hereby, the Indenture
      (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
      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 Indenture and its 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