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GUARANTEE ASSUMPTION
AGREEMENT
GUARANTEE
ASSUMPTION AGREEMENT dated as of February 27, 2009 by
CONSTELLATION SERVICES LLC, a Delaware limited liability company
(the “ Additional Subsidiary Guarantor ”), in
favor of JPMorgan Chase Bank, N.A., 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
Credit Agreement dated as of June 5, 2006 (as modified and
supplemented and in effect from time to time, the “ Credit
Agreement ”).
Pursuant to
Section 6.09(b) 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. Without limiting the foregoing, the
Additional Subsidiary Guarantor hereby, jointly and
severa
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