SECOND AMENDMENT TO ASSET
PURCHASE AGREEMENT
This Second
Amendment to Asset Purchase Agreement dated as of January 11,
2007 (this “ Amendment ”), among
(a) Brown-Forman Tequila Mexico, S. de R.L. de C.V., a
corporation formed under the laws of Mexico (“
Buyer ”), (b) Brown-Forman Corporation, a
Delaware corporation (“ BFC ”),
(c) Jose Guillermo Romo de la Peña (“
JGR ”) and Luis Pedro Pablo Romo de la
Peña (“ LPR ” and together with JGR,
the “ Romo de la Peña Brothers ”),
(d) Grupo Industrial Herradura, S.A. de C.V., a corporation
formed under the laws of Mexico (“ Parent
”), Fabrica de Tequila Hacienda Las Norias S.A., de C.V., a
corporation organized under the laws of Mexico (“ Las
Norias ”), Comercializadora Herradura, S.A. de C.V.,
a corporation organized under the laws of Mexico (“
Comercializadora ”), Tequila Herradura, S.A. de
C.V., a corporation organized under the laws of Mexico (“
Tequila Herradura ”), Sociedad Romo, S.A. de
C.V., a corporation organized under the laws of Mexico (“
Sociedad Romo ”), and Transportes de Carga
Millenium, S.A. de C.V., a corporation organized under the laws of
Mexico (“ Transportes ” and together with
the Romo de la Peña Brothers, Parent, Las Norias,
Comercializadora, Tequila Herradura and Sociedad Romo, the “
Sellers ”) and (e) Corporación de
Servicios Herradura, S.A. de C.V., a corporation organized under
the laws of Mexico (“ Cosesa ”), CH
Acciones S.A. de C.V., a corporation organized under the laws of
Mexico (“ CH Acciones ”), Corporativo
Herradura, S.A. de C.V., a corporation organized under the laws of
Mexico, La Moraleda Operadora Comercial, S.A. de C.V., a
corporation organized under the laws of Mexico, and Destilados de
Agave, S.A. de C.V., a corporation organized under the laws of
Mexico (the Persons listed in this clause (e), collectively, the
“ Additional Seller Parties
”).
WHEREAS, Buyer,
BFC, the Sellers and the Additional Seller Parties have entered
into an Asset Purchase Agreement dated as of August 25, 2006,
as amended by the First Amendment to the asset Purchase Agreement
dated as of December 19, 2006 (the “
Agreement ”); and
WHEREAS, on
December 20, 2006 the Mexican Federal Economic Competition
Commission authorized the transactions contemplated in the Asset
Purchase Agreement, subject to certain modifications of its
Section 8.14 and to those modifications to the Agreement being
filed with the Commission; and
WHEREAS, Buyer,
BFC, the Sellers and the Additional Seller Parities desire to amend
certain provisions of the Agreement.
NOW, THEREFORE, in
consideration of the premises, and intending to be legally bound by
this Amendment, Buyer, BFC, the Sellers and the Additional Seller
Parties hereby agree as follows:
SECTION 1.
Definitions . All capitalized terms used but not defined
herein shall have the respective meanings assigned to such terms in
the Agreement.
SECTION 2.
Amendment to Section 10.1(b) of the Agreement .
Section 10.1(b) of the Agreement is hereby amended and
restated to read in its entirety as follows:
“(b) by
Sellers or by Buyer, if the Closing shall not have occurred on or
before January 18, 2007; provided , however ,
that the right to terminate this Agreement under this
Section 10.1(b) shall not be available to
any party whose failure to fulfill any obligation under this
Agreement shall have been the cause of, or resulted in, the failure
of the Closing to occur
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