Unassociated Document


    Exhibit
      4.32

     

    
      SUPPLEMENTAL
        INDENTURE NO.
        3
        (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, 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 by
        any other supplements and amendments thereto made prior to the date hereof
        and
        in effect on the date hereof (the Base Indenture, the First Supplemental
        Indenture and together with such other supplements and amendments are
        collectively herein referred to as 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 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 and requirements necessary to make this Supplement valid and
        binding upon the Company and the New Guarantors, and enforceable against
        the
        Company and the 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) 

      
        
           

        

        
           

          
            

          

        

        
          -
            2 -

        

      

       

      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.
        In
        accordance with the terms of the Indenture, each New Guarantor hereby waives
        any
        claim or other rights that it may now or hereafter acquire against the Company
        that arise from the existence, payment, performance or enforcement of such
        New
        Guarantor’s obligations under the Indenture or any other documents or instrument
        including, without limitation, any right of subrogation, reimbursement,
        exoneration, contribution, indemnification, or any right to participate in
        any
        claim or remedy of the Guaranteed Parties against the Company.

      
 

      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