Unassociated Document


    Exhibit
      4.28


    
      
         

        SUPPLEMENTAL
          INDENTURE NO.
          9
          (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 21, 2001, providing for the issuance by
          the
          Company of $200,000,000 aggregate principal amount of the Company’s 8% Senior
          Notes due 2008 (together with any supplements and amendments thereto made
          prior
          to the date hereof and in effect on the date hereof, 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;

         

        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:

         

        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
          

        
          
            
            

          

          
            
            

            
              

            

          

          
            -
              2 - 

          

        

         

        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.
          In
          accordance with the terms of the Indenture, 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 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
          May 4,
          2007.

         

        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.


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            -
              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