EXHIBIT 4.2
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[Execution Copy]
FIFTH SUPPLEMENTAL INDENTURE (this "Supplement"), dated as of August 21,
2001, is entered into by and among CONSTELLATION BRANDS, INC. (formerly known as
Canandaigua Brands, Inc.), a Delaware corporation (the "Company"), and
RAVENSWOOD WINERY, INC., a California corporation and an indirect wholly-owned
subsidiary of the Company (the "New Guarantor"), and BNY MIDWEST TRUST COMPANY
(successor to ▇▇▇▇▇▇ Trust and Savings Bank), an Illinois banking corporation,
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 (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 this 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, the execution and delivery of this Supplement have been duly
authorized by a Board Resolution of the respective Boards of Directors of the
Company and the 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 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 101. 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 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 the New Guarantee). The agreements made and obligations assumed hereunder by
the New Guarantor shall constitute and
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shall be deemed to constitute a Guarantee under the Indenture and for all
purposes of the Indenture, and the New Guarantor shall be considered a Guarantor
for all purposes of the Indenture as if the New Guarantor 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 the New Guarantor 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 July 2, 2001.
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 governs the Indenture and its
construction.
Section 205. 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.
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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.
CONSTELLATION BRANDS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. Summer
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Name: ▇▇▇▇▇▇ ▇. Summer
Title: Executive Vice President
& Chief Financial Officer
Attest:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title:
RAVENSWOOD WINERY, INC.
By: /s/ ▇▇▇▇▇▇ ▇. Summer
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Name: ▇▇▇▇▇▇ ▇. Summer
Title: Vice President & Treasurer
Attest:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title:
BNY MIDWEST TRUST COMPANY
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
Attest:
/s/ [illegible]
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Title: Assistant Secretary