GUARANTEE ASSUMPTION AGREEMENT
GUARANTEE ASSUMPTION
AGREEMENT dated as of July 8, 2004, by BRL Hardy Investments (USA)
Inc., a Delaware corporation (" BRL Inv. US "), BRL Hardy
(USA) Inc., a Delaware corporation (" BRLUSA "), Pacific
Wine Partners LLC, a New York limited liability company ("
PWP "), and Nobilo Holdings, a New Zealand unlimited
liability company (together with BRL Inv. US, BRLUSA and PWP,
collectively, the " Additional Subsidiary Guarantors "), in
favor of JPMorgan Chase 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 ").
Constellation
Brands, Inc., a Delaware corporation, the Subsidiary Guarantors
referred to therein and the Administrative Agent are parties to a
Second Amended and Restated Credit Agreement dated as of October
31, 2003 (as modified and supplemented and in effect from time to
time, the " Credit Agreement ").
Pursuant to
Section 6.09 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
