EXHIBIT 4.18
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SUPPLEMENTAL INDENTURE NO. 2 (this "Supplement"), dated as of March 27,
2003, is entered into by and among CONSTELLATION BRANDS, INC. (formerly known as
Canandaigua Brands, Inc.), a Delaware corporation (the "Company"), CBI AUSTRALIA
HOLDINGS PTY LIMITED, ACN 103 359 299, an unlisted proprietary company
incorporated in the Commonwealth of Australia and taken to be registered in the
Australian Capital Territory and an indirect wholly-owned subsidiary of the
Company ("CBI Australia"), CONSTELLATION AUSTRALIA PTY LIMITED ACN, 103 362 232,
an unlisted proprietary company incorporated in the Commonwealth of Australia
and taken to be registered in the Australian Capital Territory and an indirect
wholly-owned subsidiary of the Company (together with CBI Australia, the "New
Guarantors"), and BNY MIDWEST TRUST COMPANY, as trustee (the "Trustee").
RECITALS OF THE COMPANY AND EACH NEW GUARANTOR
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 (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 each New Guarantor; and
WHEREAS, all conditions and requirements necessary to make the Supplement
valid and binding upon the Company and each New Guarantor, and enforceable
against the Company and each New Guarantor 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 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 each 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 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 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 March 27, 2003.
Section 2.03. The recitals contained herein shall be taken as the
statements of the Company and each New Guarantor, 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 governs 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 S. Summer
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Name: Thomas S. Summer
Title: Executive Vice President &
Chief Financial Officer
Attest:
/s/ David Sorce
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Name: David Sorce
Title: Secretary
CBI AUSTRALIA HOLDINGS PTY LIMITED
By: /s/ Thomas S. Summer
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Name: Thomas S. Summer
Title: Director and Chief Financial
Officer
Attest:
/s/ Thomas D. Roberts
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Name: Thomas D. Roberts
Title: Vice President
CONSTELLATION AUSTRALIA PTY LIMITED
By: /s/ Thomas S. Summer
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Name: Thomas S. Summer
Title: Director and Chief Financial
Officer
Attest:
/s/ Thomas D. Roberts
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Name: Thomas D. Roberts
Title: Vice President
BNY MIDWEST TRUST COMPANY
By: /s/ D. G. Donovan
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Name: D. G. Donovan
Title: Assistant Vice President
Attest:
/s/ M. Callahan
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Title: Assistant Vice President