EXHIBIT 4.10 ------------ THIRD SUPPLEMENTAL INDENTURE (the "Supplement"), dated as of December 11, 1998, is entered into by and among CANANDAIGUA BRANDS, INC. (formerly known as Canandaigua Wine Company, Inc.), a Delaware corporation (the "Company"), and CANANDAIGUA BV, a private company with limited liability incorporated under the laws of the Netherlands, and CANANDAIGUA LIMITED, a corporation formed under the laws of England and Wales, both wholly owned subsidiaries of the Company (individually and collectively the "New Guarantor"), and HARRIS TRUST AND SAVINGS BANK , 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 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 Guarantor has become a Subsidiary and pursuant to Section 1014(b) of the Indenture is 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 Guarantor 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 Guarantor, and enforceable against the Company and the 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, in accordance with Article Fourteen of the Indenture, 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 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 Guarantor shall constitute and shall be deemed to constitute a Guarantee under the Indenture and for all purposes of the Indenture as if it 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 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 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 effective as of the close of business on the date hereof. Section 203. 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 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 ------------------------- Name: Thomas S. Summer Title: Senior Vice President Attest: /s/ David S. Sorce - --------------------------- Title: Assistant Secretary CANANDAIGUA BV [Corporate Seal] By: /s/ Thomas S. Summer ------------------------- Name: Thomas S. Summer Title: Authorized Attorney for Managing Director Attest: /s/ David S. Sorce - ---------------------------- Title: CANANDAIGUA LIMITED [Corporate Seal] By: /s/ Thomas S. Summer ------------------------- Name: Thomas S. Summer Title: Director Attest: /s/ David S. Sorce - ---------------------------- Title: Secretary HARRIS TRUST AND SAVINGS BANK [Corporate Seal] By: /s/ J. Bartolini ------------------------- Name: J. Bartolini Title: Vice President Attest: /s/ Signature Illegible - --------------------------- Title: Assistant Secretary