Exhibit 4.39
SUPPLEMENTAL INDENTURE NO. 1 (this “Supplement”), dated as of January 22, 2008 is
entered into by and among CONSTELLATION BRANDS, INC., a Delaware corporation (the
“Company”), BWE, INC., a Delaware corporation, ATLAS PEAK VINEYARDS, INC., a California
corporation, BUENA VISTA WINERY, INC., a California corporation, CLOS DU BOIS WINES, INC., a
California corporation, GARY FARRELL WINES, INC., a California corporation, PEAK WINES
INTERNATIONAL, INC., a Delaware corporation, and PLANET 10 SPIRITS, LLC (collectively, the
“New Guarantors” and each individually, a “New Guarantor”), and THE BANK OF NEW
YORK TRUST COMPANY, N.A. 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 May 14, 2007, providing for the issuance of the Company’s 7.25% Senior Notes due 2017
(the “Indenture”), 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 is obligated, pursuant to Section 4.08 of the Indenture, 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 all
requisite action on the part of the Company and New Guarantors; and
WHEREAS, all conditions and requirements necessary to make this 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 Notes,
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) in
accordance with, and on the terms set forth in, the Indenture. The
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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 such 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. In accordance with the terms of the Indenture, each New Guarantor hereby waives
any claim or other rights that it may now or hereafter acquire against the Company that arise from
the existence, payment, performance or enforcement of such New Guarantor’s obligations under the
Indenture or any other documents or instrument including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution, indemnification, or any right to participate
in any claim or remedy of the Guaranteed Parties against the Company.
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 January 22,
2008.
Section 2.03. The recitals contained herein shall be taken as the statements of the Company
and 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 2.04. 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.