Unassociated Document


     

    Exhibit
      4.12


    
      


      SUPPLEMENTAL
        INDENTURE NO.
        15
        (this
“Supplement”),
        dated
        as of May 4, 2007 is entered into by and among CONSTELLATION BRANDS, INC.,
        a
        Delaware corporation (the “Company”),
        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 “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. 4 dated as of May 15, 2000 with
        respect to the issuance by the Company of 8 1/2% Series C Senior Notes due
        2009
        (the “Fourth
        Supplemental Indenture”);
        a
        Supplemental Indenture No. 7 dated as of January 23, 2002 with respect to
        the
        issuance by the Company of 8 1/8% Senior Subordinated Notes due 2012 in the
        aggregate principal amount of $250,000,000 (the “Seventh
        Supplemental Indenture”);
        and
        any other supplements and amendments thereto made prior to the date hereof
        and
        in effect on the date hereof (the February 1999 Indenture, the Fourth
        Supplemental Indenture, the Seventh Supplemental Indenture and together with
        such other supplements and amendments are collectively herein referred to
        as the
“Indentures”);

       

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

       

      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

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          -
            2 -

        

      

       

      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.
        In
        accordance with the terms of the Indentures, each New Guarantor hereby waives
        all rights of subrogation or contribution arising by reason of any payment
        by it
        pursuant to its Guarantee under the Indentures. 

       

      


      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 May 4,
        2007.

       

      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.

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        -
          3 -

      

    

    
      


      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:

              
	 
	
                /s/
                  Barbara J. LaVerdi 

              
	
                Name:

              	
                Barbara
                  J. LaVerdi

              
	
                Title:
                  

              	
                Vice
                  President and 

                Associate
                  General Counsel

              


      

      


      


      


      


      


       

      


      


      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        
- 4 -


      


      
        	
                BARTON
                  SMO HOLDINGS LLC

              
	 	 
	
                By:

              	
                /s/
                  Thomas D. Roberts  

              
	
                Name:

              	
                Thomas
                  D. Roberts

              
	
                Title:
                  

              	
                Vice
                  President

              


      

      


      
        	
                Attest:

              
	 
	
                /s/
                  Barbara J. LaVerdi 

              
	
                Name:

              	
                Barbara
                  J. LaVerdi

              
	
                Title:
                  

              	
                Assistant
                  Secretary

              


      

      
 

      
        	
                ALCOFI
                  INC.

              
	 	 
	
                By:

              	
                /s/
                  Thomas D. Roberts  

              
	
                Name:

              	
                Thomas
                  D. Roberts

              
	
                Title:
                  

              	
                Vice
                  President

              


      

      


      


      
        	
                Attest:

              
	 
	
                /s/
                  Barbara J. LaVerdi 

              
	
                Name:

              	
                Barbara
                  J. LaVerdi

              
	
                Title:
                  

              	
                Assistant
                  Secretary

              


      

       

       

      


      
        	
                SPIRITS
                  MARQUE ONE LLC

              
	 	 
	
                By:

              	
                /s/
                  Thomas D. Roberts  

              
	
                Name:

              	
                Thomas
                  D. Roberts

              
	
                Title:
                  

              	
                Vice
                  President

              


      

      


      


      
        	
                Attest:

              
	 
	
                /s/
                  Barbara J. LaVerdi  

              
	
                Name:

              	
                Barbara
                  J. LaVerdi

              
	
                Title:
                  

              	
                Assistant
                  Secretary

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          -
            5 -

        

      

      
 

      
        	
                BNY
                  MIDWEST TRUST COMPANY

              
	 	 
	
                By:

              	
                /s/
                  D.G. Donovan  

              
	
                Name:

              	
                D.G.
                  Donovan

              
	
                Title:
                  

              	
                Vice
                  President

              


      

      


      
        	
                Attest:

              
	 
	
                /s/
                  M. Callahan  

              
	
                Name:

              	
                M.
                  Callahan

              
	
                Title:
                  

              	
                Vice
                  President