GUARANTEE ASSUMPTION AGREEMENT
Exhibit
4.31
GUARANTEE
ASSUMPTION AGREEMENT dated as of November 30, 2006 by VINCOR INTERNATIONAL
PARTNERSHIP, a Nevada general partnership, VINCOR INTERNATIONAL II, LLC, a
Delaware limited liability company, VINCOR HOLDINGS, INC., a Delaware
corporation, ▇.▇. ▇▇▇▇▇▇▇▇, INC., a California corporation, THE ▇▇▇▇▇ CELLARS,
LTD., a Washington corporation, and VINCOR FINANCE, 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 an 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.
IN
WITNESS WHEREOF, each Additional Subsidiary Guarantor has caused this Guarantee
Assumption Agreement to be duly executed and delivered as of the day and year
first above written.
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VINCOR
INTERNATIONAL PARTNERSHIP
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By:
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/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Title:
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Vice
President
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VINCOR
INTERNATIONAL II, LLC
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By:
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/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Title:
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Vice
President
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VINCOR
HOLDINGS, INC.
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By:
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/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Title:
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Vice
President
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▇.▇.
▇▇▇▇▇▇▇▇, INC.
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By:
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/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Title:
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Vice
President
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THE
▇▇▇▇▇ CELLARS, LTD.
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By:
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/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Title:
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Vice
President
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VINCOR
FINANCE, LLC
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By:
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/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Title:
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Vice
President
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Accepted
and agreed:
JPMORGAN
CHASE BANK, N.A., as
Administrative Agent
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By:
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/s/
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
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Title:
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VICE PRESIDENT |
ATTACHMENT
A
SUPPLEMENT
TO ANNEX 1 TO U.S. PLEDGE AGREEMENT
PART
A
PLEDGED
STOCK
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U.S.
ISSUERS
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Issuer
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Certificate
No.
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Registered
Owner
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Number
of Shares
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Vincor
Holdings, Inc.
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6
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Vincor
International II, LLC
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400
common shares
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▇.▇.
▇▇▇▇▇▇▇▇, Inc.
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PM-1
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Vincor
Holdings, Inc.
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10,000,000
shares of common stock
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The
▇▇▇▇▇ Cellars, Ltd.
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55
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Vincor
Holdings, Inc.
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46,725
common shares
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PART
B
PLEDGED
INTERESTS
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U.S.
ISSUERS
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|||
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Issuer
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Certificate
No.
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Registered
Owner
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Ownership
Interests
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Vincor
International Partnership
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1
2
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Constellation
Wines U.S., Inc.
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99.9%
0.01%
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Vincor
International II, LLC
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1
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Vincor
International Partnership
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100%
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Vincor
Finance, LLC
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1
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100%
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