EXHIBIT 4.20
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SUPPLEMENTAL INDENTURE NO. 3 (the "Supplement"), dated as of August 6,
1999, is entered into by and among CANANDAIGUA BRANDS, INC. (formerly known as
Canandaigua Wine Company, Inc.), a Delaware corporation (the "Company"), and
Canandaigua B.V., a private company with limited liability incorporated under
the laws of the Netherlands, 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 a "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 February 25, 1999 (the "Base Indenture"), a
Supplemental Indenture No. 1, dated as of February 25, 1999 with respect to the
issuance by the Company of $200,000,000 aggregate principal amount of the
Company's 8 1/2% Senior Subordinated Notes due 2009 (the "First Supplemental
Indenture"), and a Supplemental Indenture No. 2 dated as of August 4, 1999 with
respect to the issuance by the Company of up to $400,000,000 aggregate principal
amount of the Company's 8 5/8% Senior Notes due 2006 (the "Second Supplemental
Indenture" and collectively with the Base Indenture and the First Supplemental
Indenture, the "Indentures") 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; and
WHEREAS, the New Guarantors have become Subsidiaries and pursuant to the
Indentures are obligated to enter into this Supplement thereby guaranteeing the
punctual payment and performance when due of all Indenture Obligations; and
WHEREAS, pursuant to the Indentures, the Company, the New Guarantors and
the Trustee may enter into this Supplement without the consent of any Holder;
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 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 101. For value received, the New Guarantors 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
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
the New Guarantors shall constitute and shall be deemed to constitute a
Guarantee under the Indentures and for all purposes of the Indentures as if each
of the New Guarantors was originally named therein as the Guarantor.
Section 102. The New Guarantee shall be released upon the occurrence of the
events as provided in the Indentures.
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 Indentures.
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 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 202. 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 203. This Supplement shall be governed by and construed in
accordance with the laws of the jurisdiction which governs the Indentures and
their construction.
Section 2.04. 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
CANANDAIGUA B.V.
By: /s/Thomas S. Summer
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Name: Thomas S. Summer
Title: Authorized Representative
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/J. Bartolini
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Name: J. Bartolini
Title: Vice President
Attest: /s/Ray Nowakowski
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Title: Asst. Secretary