Exhibit
4.12
SUPPLEMENTAL
INDENTURE NO.
12
(this
“Supplement”),
dated
as of August 11, 2006 is entered into by and among CONSTELLATION BRANDS, INC.,
a
Delaware corporation (the “Company”),
CONSTELLATION
LEASING, LLC,
a
limited liability company formed under the laws of New York (the “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 GUARANTOR
WHEREAS,
the Company, the Guarantors and the Trustee have executed and delivered an
Indenture, dated as of February 25, 1999 (the “February
1999 Indenture”)
as
supplemented by a Supplemental Indenture No. 3 dated as of August 6, 1999 with
respect to the guarantee of the Indenture Obligations by Subsidiaries of the
Company (the “Third
Supplemental Indenture”);
a
Supplemental Indenture No. 4 dated as of May 15, 2000 with respect to the
issuance by the Company of its 8 1/2% Series C Senior Notes due 2009 in the
aggregate principal amount of £154,000,000 (the “Fourth
Supplemental Indenture”);
a
Supplemental Indenture No. 5 dated as of September 14, 2000 providing for
certain amendments to the Fourth Supplemental Indenture (the “Fifth
Supplemental Indenture”);
a
Supplemental Indenture No. 6 dated as of August 21, 2001 with respect to the
guarantee of the Indenture Obligations by subsidiaries of the Company (the
“Sixth
Supplemental Indenture”);
a
Supplemental Indenture No. 7 dated as of January 23, 2002 with respect to the
issuance by the Company of its 8 1/8% Senior Subordinated Notes due 2012 in
the
aggregate principal amount of $250,000,000 (the “Seventh
Supplemental Indenture”);
a
Supplemental Indenture No. 8 dated as of March 27, 2003 with respect to the
guarantee of the Indenture Obligations by Subsidiaries of the Company (the
“Eighth
Supplemental Indenture”);
a
Supplemental Indenture No. 9 dated as of July 8, 2004 with respect to the
guarantee of the Indenture Obligations by Subsidiaries of the Company (the
“Ninth
Supplemental Indenture”);
a
Supplemental Indenture No. 10 dated as of September 13, 2004 with respect to
the
guarantee of the Indenture Obligations by Subsidiaries of the Company (the
“Tenth
Supplemental Indenture”)
and a
Supplemental Indenture No. 11 dated as of December 22, 2004 with respect to
the
guarantee of the Indenture Obligations by Subsidiaries of the Company (the
“Eleventh
Supplemental Indenture”,
together with the February 1999 Indenture, Third Supplemental Indenture, Fourth
Supplemental Indenture, Fifth Supplemental Indenture, Sixth Supplemental
Indenture, Seventh Supplemental Indenture, Eighth Supplemental Indenture, Ninth
Supplemental Indenture and Tenth Supplemental Indenture, collectively, the
“Indentures”);
WHEREAS,
the Guarantors guarantee, jointly and severally, the full and punctual payment
and performance when due of all Indenture Obligations;
WHEREAS,
pursuant to (i) Section 3.9 of the Second Supplemental Indenture; (ii) Section
4.15 of the Fourth Supplemental Indenture; and (iii) Section 3.10 of the Seventh
Supplemental Indenture, the New Guarantor is obligated to enter into this
Supplement thereby guaranteeing the punctual payment and performance when due
of
all Indenture Obligations;
WHEREAS,
pursuant to (i) Section 9.1 of the Second Supplemental Indenture; (ii) Section
8.01 of the Fourth Supplemental Indenture; and (iii) Section 11.1 of the
Seventh
Supplemental
Indenture, the Company, the New Guarantor 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
Guarantor; and
WHEREAS,
all conditions and requirements necessary to make the Supplement valid and
binding upon the Company and the New Guarantor, and enforceable against the
Company and 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, the 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 the 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 Guarantor shall constitute and shall be deemed to constitute a Guarantee
under the Indentures and for all purposes of the Indentures, and the New
Guarantor shall be considered a Guarantor for all purposes of the Indentures
as
if the New Guarantor was originally named therein as a Guarantor.
Section
1.02.
The
New
Guarantee shall be released upon the occurrence of the events as provided in
the
Indentures.
Section
1.03.
The
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 the 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 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
2.02. This
Supplement shall be effective as of the close of business on August 11,
2006.
Section
2.03. The
recitals contained herein shall be taken as the statements of the Company and
the 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 govern the Indentures and their 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.
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CONSTELLATION
BRANDS, INC.
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By:
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/s/
Thomas D. Roberts
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Name:
Title:
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Thomas
D. Roberts
Senior
Vice President and
Treasurer
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Attest:
/s/
Barbara
J. LaVerdi
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Name: Barbara
J. LaVerdi
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Title:
Assistant Secretary
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CONSTELLATION
LEASING, LLC
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By:
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/s/
Perry R. Humphrey
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Name:
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Perry
Humphrey
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| Title: |
Vice
President |
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Attest:
/s/
Barbara
J. LaVerdi
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Name: Barbara
J. LaVerdi
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Title:
Assistant Secretary
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BNY
MIDWEST TRUST COMPANY
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By:
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/s/ D.
G. Donovan
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Name:
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D. G. Donovan |
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Title:
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Vice
President |
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Attest:
/s/
M.
Callahan
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Name:
M. Callahan
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Title: Vice
President
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