Unassociated Document


    Exhibit
      4.25

    

      SUPPLEMENTAL
        INDENTURE NO.
        7
        (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 21, 2001, as supplemented by Supplemental
        Indenture No. 1, dated as of August 21, 2001, Supplemental Indenture No.
        2,
        dated as of March 27, 2003, Supplemental Indenture No. 3, dated as of July
        8,
        2004, Supplemental Indenture No. 4, dated as of September 13, 2004, Supplemental
        Indenture No. 5, dated as of December 22, 2004 and Supplemental Indenture
        No. 6,
        dated as of August 11, 2006 (collectively, the “Indenture”),
        providing for the issuance by the Company of $200,000,000 aggregate principal
        amount of the Company’s 8% Senior Notes due 2008, 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 Securities, as follows:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
            -
              2 -

          

        

      

       

      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 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