Exhibit 4.46
GUARANTEE ASSUMPTION AGREEMENT
GUARANTEE ASSUMPTION AGREEMENT dated as of January 22, 2008 by 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, a Delaware limited liability company (collectively, the “Additional Subsidiary
Guarantors”, and each individually, an “Additional Subsidiary Guarantor”), in favor of
JPMorgan Chase Bank, N.A., as administrative agent for the lenders or other financial institutions
or entities party as “Lenders” to the Credit Agreement referred to below (in such capacity,
together with its successors in such capacity, the “Administrative Agent”).
Constellation Brands, Inc., a Delaware corporation, the Subsidiary Guarantors referred to
therein and the Administrative Agent are parties to a Credit Agreement dated as of June 5, 2006 (as
modified and supplemented and in effect from time to time, the “Credit Agreement”).
Pursuant to Section 6.09(b) of the Credit Agreement, each Additional Subsidiary Guarantor
hereby agrees to become a “Subsidiary Guarantor” for all purposes of the Credit Agreement,
and an “Obligor” for all purposes of the U.S. Pledge Agreement. Without limiting the
foregoing, each Additional Subsidiary Guarantor hereby, jointly and severally with the other
Subsidiary Guarantors, guarantees to each Lender and the Administrative Agent and their respective
successors and assigns the prompt payment in full when due (whether at stated maturity, by
acceleration or otherwise) of all Guaranteed Obligations (as defined in Section 3.01 of the Credit
Agreement) in the same manner and to the same extent as is provided in Article III of the Credit
Agreement. In addition, each Additional Subsidiary Guarantor hereby makes the representations and
warranties set forth in Sections 4.01, 4.02 and 4.03 of the Credit Agreement, and in Section 2 of
the U.S. Pledge Agreement, with respect to itself and its obligations under this Agreement, as if
each reference in such Sections to the Loan Documents included reference to this Agreement.
Each Additional Subsidiary Guarantor hereby agrees that Annex 1 of the U.S. Pledge Agreement
shall be supplemented as provided in Attachment A hereto.
Guarantee Assumption Agreement