EXECUTION COUNTERPART AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 9th, 2003 • Constellation Brands Inc • Beverages • New York
andCredit Agreement • September 15th, 1995 • Canandaigua Wine Co Inc • Beverages • New York
BI-BERK EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2004 • Constellation Brands, Inc. • Beverages • Illinois
EXHIBIT 4.9 ----------- SUPPLEMENTAL INDENTURE NO. 8 (this "Supplement"), dated as of March 27, 2003, is entered into by and among CONSTELLATION BRANDS, INC. (formerly known as Canandaigua Brands, Inc.), a Delaware corporation (the "Company"), CBI...Supplemental Indenture • May 13th, 2003 • Constellation Brands Inc • Beverages
EXHIBIT 2.6 -----------Purchase Agreement • January 14th, 2002 • Constellation Brands Inc • Beverages
EXHIBIT 2(a) AGREEMENT AND PLAN OF MERGERMerger Agreement • April 20th, 2001 • Constellation Brands Inc • Beverages • California
EXHIBIT 1 JOINT FILING AGREEMENTJoint Filing Agreement • October 24th, 2001 • Constellation Brands Inc • Beverages
This will confirm the agreement between and among the undersigned that the Schedule 13D, Amendment No. 1, filed on or about this date with respect to the beneficial ownership of the undersigned of Common Stock of Ravenswood Winery, Inc. is being, and any and all amendments to such Schedule may be, filed on behalf of each of the undersigned. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.
New York, New York March 8, 2001 To the Representatives named in Schedule I hereto of the Underwriters named in Schedule II hereto Ladies and Gentlemen: Constellation Brands, Inc., a corporation incorporated under the laws of the State of Delaware...Underwriting Agreement • October 15th, 2001 • Constellation Brands Inc • Beverages • New York
CONSENT BY PARTIES TO STOCKHOLDERS' AGREEMENTStockholders' Agreement • October 18th, 2001 • Constellation Brands Inc • Beverages
The undersigned, being all of the parties to a certain Stockholders' Agreement dated June 17, 1993, (the "Stockholders' Agreement"), hereby consent on the condition hereinafter set forth to the transfer by Laurie Sands of all of her shares of Class A Common Stock, par value $.01 per share, and Class B Common Stock, par value $.01 per share, in Canandaigua Wine Company, Inc. which are subject to the Stockholders' Agreement to the CWC Partnership-I ("CWCP-I") free of the restrictions set forth in the Stockholders' Agreement; provided, however, as a condition of this consent, the assignee of the transfer, namely CWCP-I, must execute and deliver a written consent to be bound by all of the terms and conditions of the Stockholders' Agreement as if an original signatory thereto.
EXHIBIT 10.35 -------------Non-Competition Agreement • May 14th, 2004 • Constellation Brands, Inc. • Beverages • South Australia
BY AND AMONGMerger Agreement • January 10th, 2005 • Constellation Brands, Inc. • Beverages • Delaware
EXHIBIT 1 JOINT FILING AGREEMENTJoint Filing Agreement • April 20th, 2001 • Constellation Brands Inc • Beverages
AGREEMENTCompensation Agreement • May 14th, 2004 • Constellation Brands, Inc. • Beverages • Delaware
VOTING AGREEMENT ----------------Voting Agreement • April 20th, 2001 • Constellation Brands Inc • Beverages • California
as Issuer ------Exhibit • January 23rd, 2002 • Constellation Brands Inc • Beverages • New York
AMONGAsset Purchase Agreement • September 15th, 1995 • Canandaigua Wine Co Inc • Beverages • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 31, 2003 Between CONSTELLATION BRANDS, INC., The SUBSIDIARY GUARANTORS Party Hereto, The LENDERS Party Hereto JPMORGAN CHASE BANK, as Administrative Agent and J.P. MORGAN EUROPE LIMITED,...Credit Agreement • January 14th, 2004 • Constellation Brands Inc • Beverages • New York
EXHIBIT 10.3 ------------ AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2004 • Constellation Brands, Inc. • Beverages
AMENDMENT NO. 1 --------------- AMENDMENT NO. 1 dated as of February 10, 2004, between CONSTELLATION BRANDS, INC., a Delaware corporation (the "Borrower"); each of the Subsidiaries of the Borrower identified under the caption "SUBSIDIARY GUARANTORS"...Amendment No. 1 • May 14th, 2004 • Constellation Brands, Inc. • Beverages
SIGNATUREJoint Filing Agreement • October 18th, 2001 • Constellation Brands Inc • Beverages
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of this Amendment No. 1 to Schedule 13D, including amendments thereto, with respect to the shares of Class A Common Stock, par value $0.01 per share, and Class B Common Stock, par value $0.01 per share, of Constellation Brands, Inc. and further agrees that this Joint Filing Agreement be filed with the Securities and Exchange Commission as an exhibit to such filing; provided, however, that no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate (as provided in Rule 13d-1(k)(1)(ii)). This Joint Filing Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument.
EXHIBIT 10.36 ------------- MEMORANDUM OF AGREEMENT (SERVICE CONTRACT)Service Contract • May 14th, 2004 • Constellation Brands, Inc. • Beverages
CONSTELLATION BRANDS, INC., as Issuer CONSTELLATION BRANDS SMO, LLC CONSTELLATION BRANDS U.S. OPERATIONS, INC. CONSTELLATION SERVICES LLC CROWN IMPORTS LLC HOME BREW MART, INC., as Guarantors and MANUFACTURERS AND TRADERS TRUST COMPANY, as Trustee...Supplemental Indenture • July 29th, 2019 • Constellation Brands, Inc. • Beverages • New York
SUPPLEMENTAL INDENTURE NO. 25, dated as of July 29, 2019 (this “Supplemental Indenture”), between CONSTELLATION BRANDS, INC., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), the guarantors named herein and from time to time parties hereto, and MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation, as Trustee (herein called the “Trustee”).
Exhibit 99-1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of this Amendment No. 1 to Schedule 13D, including...Joint Filing Agreement • October 18th, 2001 • Constellation Brands Inc • Beverages
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of this Amendment No. 1 to Schedule 13D, including amendments thereto, with respect to the shares of Class A Common Stock, par value $0.01 per share, and Class B Common Stock, par value $0.01 per share, of Constellation Brands, Inc. and further agrees that this Joint Filing Agreement be filed with the Securities and Exchange Commission as an exhibit to such filing, provided, however, that no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe such information is inaccurate (as provided in Rule 13d-1(k)(1)(ii)). This Joint Filing Agreement may be executed in one or more counterparts, all of which together shall constitute one and the same instrument.
AMENDMENT NO. 3 --------------- AMENDMENT NO. 3 dated as of September 7, 2001 between CONSTELLATION BRANDS, INC. (formally known as Canandaigua Brands, Inc.), a Delaware corporation (the "Borrower"); each of the Subsidiaries of the Borrower identified...Amendment No. 3 • October 15th, 2001 • Constellation Brands Inc • Beverages
EXHIBIT 10.37 ------------- DEED OF VARIATION DEED dated 7 October 1998 BETWEEN BRL HARDY LIMITED ACN 008 273 907 of Reynell Road Reynella South Australia ('PRINCIPAL EMPLOYER') AND BRL HARDY SUPERANNUATION PTY LTD ACN 058 898 767 of Reynell Road...Deed of Variation • May 14th, 2004 • Constellation Brands, Inc. • Beverages • South Australia
AMENDMENT NO. 4 AMENDMENT NO. 4 dated as of January 15, 2002 between CONSTELLATION BRANDS, INC. (formally known as Canandaigua Brands, Inc.), a Delaware corporation (the "Borrower"); each of the Subsidiaries of the Borrower identified under the...Amendment No. 4 • May 21st, 2002 • Constellation Brands Inc • Beverages
Constellation Brands, Inc. Underwriting AgreementUnderwriting Agreement • July 29th, 2019 • Constellation Brands, Inc. • Beverages • New York
Constellation Brands, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC (the “Representatives”) are acting as representatives, $800,000,000 principal amount of its 3.150% Senior Notes due 2029 (the “Notes”), to be issued under an Indenture, dated as of April 17, 2012 (the “Base Indenture”), among the Company, the Guarantors (as defined below) and Manufacturers and Traders Trust Company, as trustee (the “Trustee”), and Supplemental Indenture No. 25 (the “Supplemental Indenture,” and together with the Base Indenture, Supplemental Indenture No. 1, dated as of April 17, 2012, Supplemental Indenture No. 2, dated as of August 14, 2012, Supplemental Indenture No. 3, dated as of May 14, 2013, Supplemental Indenture No. 4, dated as of May 14, 2013, Supplemental Indenture No. 5, dated as of Ju
dated as ofBridge Loan Agreement • April 9th, 2003 • Constellation Brands Inc • Beverages • New York
EXHIBIT 4.6 -----------Guarantee Assumption Agreement • October 15th, 2001 • Constellation Brands Inc • Beverages
GUARANTEE ASSUMPTION AGREEMENT dated as of July 2, 2001, by Ravenswood Winery, Inc., a California corporation (the "Additional Subsidiary Guarantor"), in favor of The Chase Manhattan Bank, 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").
REGISTRATION RIGHTS AGREEMENT Dated as of May 14,2007 By and Among CONSTELLATION BRANDS, INC., as Issuer and THE GUARANTORS named herein and BANC OF AMERICA SECURITIES LLC and CITIGROUP GLOBAL MARKETS INC. as Initial Purchasers 7.25% Senior Notes due 2017Registration Rights Agreement • May 14th, 2007 • Constellation Brands, Inc. • Beverages • New York
This Registration Rights Agreement (the “Agreement”) is dated as of May 14, 2007 by and among CONSTELLATION BRANDS, INC., a Delaware corporation (the “Company”), each of the subsidiaries of the Company listed on the signature pages hereto (collectively, the “Guarantors”) and Banc of America Securities LLC and Citigroup Global Markets Inc. (the “Initial Purchasers”).
LONG-TERM STOCK INCENTIVE PLANPerformance Share Unit Agreement • April 28th, 2016 • Constellation Brands, Inc. • Beverages • Delaware
Constellation Brands, Inc. (the “Company”) hereby awards to the designated participant (“Participant”), the opportunity to receive the Performance Share Units described herein under the Company’s Long-Term Stock Incentive Plan (the “Plan”). Performance Share Units consist of the right to receive shares of Class A Common Stock, par value $.01 per share, of the Company (“Shares”). Generally, the Participant will not receive any Performance Share Units unless specified service and performance requirements are satisfied. This Performance Share Unit Agreement is subject to the attached Terms and Conditions of Performance Share Unit Agreement (collectively with this document, this “Agreement”) and terms of the Plan.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 9th, 2019 • Constellation Brands, Inc. • Beverages • New York
This Agreement is made as of January 13, 2020 between Constellation Brands, Inc., a Delaware corporation (“Constellation”), and Garth Hankinson (“Executive”).
RESTATEMENT AGREEMENTRestatement Agreement • September 19th, 2018 • Constellation Brands, Inc. • Beverages • New York
EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of September 14, 2018 among CONSTELLATION BRANDS, INC., a Delaware corporation, CB International Finance S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 26, Boulevard Royal, L-2449 Luxembourg and registered with the Luxembourg trade and companies register under number B 93.303, the LENDERS party hereto, BANK OF AMERICA, N.A., as Administrative Agent and the other parties hereto.
CONSTELLATION BRANDS, INC., as Issuer, and its subsidiary guarantors: ALCOFI INC. ALLBERRY, INC. CLOUD PEAK CORPORATION CONSTELLATION BEERS LTD. CONSTELLATION LEASING, LLC CONSTELLATION SERVICES LLC CONSTELLATION TRADING COMPANY, INC. CONSTELLATION...Indenture • April 23rd, 2012 • Constellation Brands, Inc. • Beverages • New York
INDENTURE dated as of the 17th day of April, 2012, among Constellation Brands, Inc., a Delaware corporation (hereinafter called the “Company”), the wholly-owned subsidiaries of the Company set forth on the signature page hereto (such wholly-owned subsidiaries then-existing and, as applicable, any successor who replaces such subsidiary or is otherwise included as a guarantor of the Debt Securities, in either case, pursuant to the applicable provisions of this Indenture and, thereafter, such successor, all together the “Guarantors”) and Manufacturers and Traders Trust Company, a New York banking corporation with its principal offices in Buffalo, New York, as Trustee hereunder (hereinafter called the “Trustee”);
RESTRICTED STOCK UNIT AGREEMENT Pursuant to the CONSTELLATION BRANDS, INC. LONG-TERM STOCK INCENTIVE PLANRestricted Stock Unit Agreement • October 3rd, 2019 • Constellation Brands, Inc. • Beverages • Delaware
Constellation Brands, Inc. (the “Company”) hereby awards to the designated participant (the “Participant”), Restricted Stock Units under the Company’s Long-Term Stock Incentive Plan, Amended and Restated as of July 18, 2017 (the “Plan”). The principal features of this Award are set forth above, including the date of grant of the Restricted Stock Units (the “Grant Date”). This Award shall be effective on the Grant Date. The Restricted Stock Units consist of the right to receive shares of Class A Common Stock, par value $0.01 per share, of the Company (“Shares”) and are subject to the provisions of the Terms and Conditions of the Agreement and the Appendix, if any (together, the “Agreement”).
