GUARANTEE ASSUMPTION AGREEMENT
GUARANTEE ASSUMPTION
AGREEMENT dated as of September 13, 2004, by Constellation Trading
Company, Inc., a New York corporation, the " Additional
Subsidiary Guarantor "), 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
Third Amended and Restated Credit Agreement dated as of August 17,
2004 (as modified and supplemented and in effect from time to time,
the " Credit Agreement ").
Pursuant to
Section 6.09 of the Credit Agreement, the 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 (as
modified and supplemented and in effect from time to
time). Without limiting the foregoing, the Additional
Subsidiary Guarantor hereby, jointly and severally with the other
Subsidiary Guarantors, guarantees to each Lender an
