Unassociated Document


    Exhibit
      4.39

    

      GUARANTEE
        ASSUMPTION AGREEMENT

       

      GUARANTEE
        ASSUMPTION AGREEMENT dated as of May 4, 2007 by BARTON SMO HOLDINGS LLC,
        a
        Delaware limited liability company, ALCOFI INC., a New York corporation,
        and
        SPIRITS MARQUE ONE 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 a 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.

       

      
        


        
          	
                  BARTON
                    SMO HOLDINGS LLC

                
	 	 
	
                  By:

                	
                  /s/
                    Thomas D. Roberts  

                
	
                  Name:

                	
                  Thomas
                    D. Roberts

                
	
                  Title:
                    

                	
                  Vice
                    President

                


        

        


        


        
          	
                  ALCOFI
                    INC.

                
	 	 
	
                  By:

                	
                  /s/
                    Thomas D. Roberts  

                
	
                  Name:

                	
                  Thomas
                    D. Roberts

                
	
                  Title:
                    

                	
                  Vice
                    President

                


        

        


         

        
          	
                  SPIRITS
                    MARQUE ONE LLC

                
	 	 
	
                  By:

                	
                  /s/
                    Thomas D. Roberts  

                
	
                  Name:

                	
                  Thomas
                    D. Roberts

                
	
                  Title:
                    

                	
                  Vice
                    President

                


        

        


        


        
          	
                  Accepted
                    and agreed:

                
	 
	
                  /s/
                    JP Morgan Chase Bank, N.A., as 

                  Administrative
                    Agent

                   

                
	By:
	 /s/ Randolph
                  Cates
	
                  Name:

                	
                   Randolph
                    Cates

                
	
                  Title:
                    

                	
                   Executive
                    Director

                


        

         

      


      
        
          
             

            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

                 

              
	
                ALCOFI
                  INC.

                 

              	
                2

                 

              	
                Barton
                  SMO Holdings LLC

                 

              	
                20
                  Common Shares, 

                no
                  par value

                 

              


      

      


       

      PART
        B

       

      PLEDGED
        INTERESTS

       

      
        	
                 

                U.S.
                  ISSUERS

                 

              
	
                Issuer

                 

              	
                Certificate
                  No.

                 

              	
                Registered
                  Owner

                 

              	
                Ownership
                  Interests

                 

              
	
                Barton
                  SMO Holdings LLC

                 

              	
                A-1

                 

              	
                Barton
                  Incorporated

                 

              	
                249,717
                  Class A 

                Common
                  Shares, no 

                par
                  value

                 

              
	
                SPIRITS
                  MARQUE ONE LLC

                 

              	
                4

                 

              	
                ALCOFI
                  INC.

                 

              	
                100%,
                  no par value

                 

              


      

      
 

       

       

      
        
          
            Guarantee
              Assumption Agreement