TRANSITION SERVICES AGREEMENT dated as of June 7, 2013 between ANHEUSER-BUSCH INBEV SA/NV and CONSTELLATION BRANDS, INC.Transition Services Agreement • June 11th, 2013 • Constellation Brands, Inc. • Beverages • New York
THIS TRANSITION SERVICES AGREEMENT, dated as of June 7, 2013 (this “Agreement”), is entered into by and between Anheuser-Busch In Bev SA/NV, a Belgian corporation (“Seller”) and Constellation Brands, Inc, a Delaware corporation (the “Purchaser” and, together with Seller, each a “Party” and collectively, the “Parties”).
AMENDED AND RESTATED GUARANTEE AGREEMENT made by THE SUBSIDIARIES OF CONSTELLATION BRANDS, INC. FROM TIME TO TIME PARTY HERETO and CONSTELLATION BRANDS, INC. in favor of BANK OF AMERICA, N.A., as Administrative Agent Dated as of June 7, 2013Guarantee Agreement • June 11th, 2013 • Constellation Brands, Inc. • Beverages • New York
AMENDED AND RESTATED GUARANTEE AGREEMENT, dated as of June 7, 2013, made by each of the signatories identified on the signature pages hereto under the heading “Guarantors” (collectively, and together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Second Amended and Restated Credit Agreement, dated as of May 2, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CONSTELLATION BRANDS, INC. (the “Company”), CIH INTERNATIONAL S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 5, rue Guillaume Kroll, L-1882 Luxembourg and registered with the Luxembourg trade and
AMENDED AND RESTATED SUB-LICENSE AGREEMENT BETWEEN MARCAS MODELO, S. DE R.L. DE C.V. AND CONSTELLATION BEERS LTD. DATED: JUNE 7, 2013Sub-License Agreement • June 11th, 2013 • Constellation Brands, Inc. • Beverages • New York
[****] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits information subject to the confidentiality request. Omissions are designated with brackets containing asterisks. As part of our confidential treatment request, a complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
ContractSupplemental Indenture • June 11th, 2013 • Constellation Brands, Inc. • Beverages
SUPPLEMENTAL INDENTURE NO. 3 (this “Supplement”), dated as of June 7, 2013, is entered into by and among CONSTELLATION BRANDS, INC., a Delaware corporation (the “Company”), CONSTELLATION BRANDS BEACH HOLDINGS, INC. a Delaware corporation (“Beach”), CROWN IMPORTS LLC, a Delaware limited liability company (“Crown” and together with Beach, the “New Guarantors”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (successor trustee to The Bank of New York Trust Company, N.A.), as trustee (the “Trustee”).
INTERIM SUPPLY AGREEMENT between GRUPO MODELO, S.A.B. DE C.V. and CROWN IMPORTS LLC Dated: June 7, 2013Interim Supply Agreement • June 11th, 2013 • Constellation Brands, Inc. • Beverages • New York
This Interim Supply Agreement (“Agreement”), dated this 7th day of June, 2013, is by and between Grupo Modelo, S.A.B. de C.V. (“Supplier”), and Crown Imports LLC, a Delaware limited liability company (“Crown”).
ContractSupplemental Indenture • June 11th, 2013 • Constellation Brands, Inc. • Beverages
SUPPLEMENTAL INDENTURE NO. 7 (this “Supplement”), dated as of June 7, 2013, is entered into by and among CONSTELLATION BRANDS, INC., a Delaware corporation (the “Company”), CONSTELLATION BRANDS BEACH HOLDINGS, INC. a Delaware corporation (“Beach”), CROWN IMPORTS LLC, a Delaware limited liability company (“Crown” and together with Beach, the “New Guarantors”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (successor trustee to BNY Midwest Trust Company), as trustee (the “Trustee”).
ContractSupplemental Indenture • June 11th, 2013 • Constellation Brands, Inc. • Beverages
SUPPLEMENTAL INDENTURE NO. 5 (this “Supplement”), dated as of June 7, 2013, is entered into by and among CONSTELLATION BRANDS, INC., a Delaware corporation (the “Company”), CONSTELLATION BRANDS BEACH HOLDINGS, INC. a Delaware corporation (“Beach”), CROWN IMPORTS LLC, a Delaware limited liability company (“Crown” and together with Beach, the “New Guarantors”), and MANUFACTURERS AND TRADERS TRUST COMPANY, as trustee (the “Trustee”).
EUROPEAN TERM B JOINDER AGREEMENTEuropean Term B Joinder Agreement • June 11th, 2013 • Constellation Brands, Inc. • Beverages • New York
EUROPEAN TERM B JOINDER AGREEMENT, dated as of June 7, 2013 (this “Agreement”), by and among BANK OF AMERICA, N.A., as the European Term B Lender (the “European Term B Lender”), CIH INTERNATIONAL S.À R.L., a Luxembourg limited liability company (société à responsabilité limitée), having its registered office at 5, rue Guillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 176.850 and having a share capital of USD 25,050.- (the “European Borrower”) and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”).
AMENDMENT AND WAIVERAmendment and Waiver • June 11th, 2013 • Constellation Brands, Inc. • Beverages • New York
AMENDMENT AND WAIVER, dated as of May 29, 2013 (this “Agreement”), by and between BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), CONSTELLATION BRANDS, INC. (the “Borrower”) and the Lenders party hereto.
