EXHIBIT 4.12
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FOURTH SUPPLEMENTAL INDENTURE (the "Supplement"), dated as of July 28,
1999, is entered into by and among CANANDAIGUA BRANDS, INC. (formerly known as
Canandaigua Wine Company, Inc.), a Delaware corporation (the "Company"), Barton
Canada, Ltd., an Illinois corporation, Simi Winery, Inc., a California
corporation, Franciscan Vineyards, Inc., a Delaware corporation, Allberry, Inc.,
a California corporation, M.J. Lewis Corp., a California corporation, Cloud Peak
Corporation, a California corporation, Mt. Veeder Corporation, a California
corporation and SCV-EPI Vineyards, Inc., a New York corporation, each being,
directly or indirectly, a wholly-owned subsidiary of the Company (individually
the "New Guarantor" and collectively the "New Guarantors"), and HARRIS TRUST AND
SAVINGS BANK , 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 October 29, 1996, as supplemented, among the
Company, the Guarantors and the Trustee (the "Indenture") providing for the
issuance by the Company of $65,000,000 aggregate principal amount of the
Company's 8 3/4% Senior Subordinated Notes due 2003 (the "Securities") and
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, the New Guarantors have become Subsidiaries and pursuant to
Section 1014(b) of the Indenture are obligated to enter into the Supplement
thereby guaranteeing the punctual payment and performance when due of all
Indenture Obligations;
WHEREAS, pursuant to Section 901(e) of the Indenture, the Company, the New
Guarantors and the Trustee may enter into this Supplement without the consent of
any Holder;
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 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, the New Guarantors, in accordance with
Article Fourteen of the Indenture, hereby absolutely, unconditionally and
irrevocably guarantee (the "New Guarantee"), jointly and severally among
themselves and the Guarantors, to the Trustee and the Holders, as if each 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 reasonably 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 the New
Guarantors shall constitute and shall be deemed to constitute a Guarantee under
the Indenture and for all purposes of the Indenture as if each New Guarantor was
originally named therein as a Guarantor.
Section 102. The New Guarantee shall be automatically and unconditionally
released and discharged upon the occurrence of the events set forth in Section
1014(c) of the Indenture.
Section 103. The New Guarantors hereby waive 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 Subsidiary under its
Guarantee under the Indenture.
ARTICLE TWO
MISCELLANEOUS
Section 201. 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 Securities are in all respects ratified and confirmed and all
the terms and provisions thereof shall remain in full force and effect.
Section 202. This Supplement shall be deemed effective as of the close of
business on June 4, 1999.
Section 203. 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 204. 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.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
duly executed and their respective seals to be affixed hereunto and duly
attested all as of the day and year first above written.
CANANDAIGUA BRANDS, INC.
[Corporate Seal] By: /s/Thomas S. Summer
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Name: Thomas S. Summer
Title: Senior Vice President and
Chief Financial Officer
Attest: /s/David S. Sorce
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Title: Secretary
BARTON CANADA, LTD.
By: /s/Thomas S. Summer
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Name: Thomas S. Summer
Title: Vice President
SIMI WINERY, INC.
By: /s/Thomas S. Summer
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Name: Thomas S. Summer
Title: President and Treasurer
FRANCISCAN VINEYARDS, INC.
By: /s/Thomas S. Summer
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Name: Thomas S. Summer
Title: Vice President and Treasurer
ALLBERRY, INC.
By: /s/Thomas S. Summer
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Name: Thomas S. Summer
Title: Vice President and Treasurer
M.J. LEWIS CORP.
By: /s/Thomas S. Summer
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Name: Thomas S. Summer
Title: Vice President and Treasurer
CLOUD PEAK CORPORATION
By: /s/Thomas S. Summer
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Name: Thomas S. Summer
Title: Vice President and Treasurer
MT. VEEDER CORPORATION
By: /s/Thomas S. Summer
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Name: Thomas S. Summer
Title: Vice President and Treasurer
SCV-EPI VINEYARDS, INC.
By: /s/Thomas S. Summer
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Name: Thomas S. Summer
Title: Vice President and Treasurer
HARRIS TRUST AND SAVINGS BANK
[Corporate Seal] By: /s/D. G. Donovan
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Name: D. G. Donovan
Title: Assistant Vice President
Attest: /s/C. Potter
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Title: Assistant Secretary