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A.
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Parent,
Acquisition Sub and the Company are party to the Arrangement Agreement
dated April 2, 2006 (the “Arrangement
Agreement”);
and
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B.
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The
parties to this Agreement wish to amend the Plan of Arrangement attached
in the form of Schedule C to the Arrangement Agreement in accordance
with
Section 6.1 of the Arrangement Agreement and Section 5.1 of the Plan
of
Arrangement.
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| 1.1 |
Definitions
-
Capitalized terms used herein but not otherwise defined shall have
the
meaning assigned to them in the Arrangement Agreement.
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| 1.2 |
Entire
Agreement
-
This Agreement, the Arrangement Agreement and the confidentiality
agreement dated March 17, 2006 between the Company and Parent constitute
the entire agreement between the parties pertaining to the subject
matter
hereof and supersedes all prior agreements, understandings, negotiations
and discussions pertaining to such subject matter, whether oral or
written.
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| 1.3 |
Amendment
or Waiver
-
This Agreement may not be amended or modified except in writing signed
by
authorized officers of all parties. A party’s right to enforce provisions
of this Agreement shall not be affected by any prior course of dealing,
waiver, delay, omission or forbearance.
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| 1.4 |
Severability
-
If, in any jurisdiction, any provision of this Agreement or its
application to any party or circumstance is restricted, prohibited
or
unenforceable, such provision shall, as to such jurisdiction, be
ineffective only to the extent of such restriction, prohibition or
unenforceability without invalidating the remaining provisions of
this
Agreement and without affecting the validity or enforceability of
such
provision in any other jurisdiction or without affecting its application
to other parties or circumstances.
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| 1.5 |
Governing
Law -
This
Agreement is a Contract made under and shall be governed by and construed
in accordance with the laws of the Province of Ontario and the federal
laws of Canada applicable in the Province of
Ontario.
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| 1.6 |
Headings
-
The insertion of headings, articles and sections are for the convenience
of reference only and shall not affect the interpretation of this
Agreement.
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| 2.1 |
Subject
to the approval by the Toronto Stock Exchange of Amendment No. 6
to the
Stock Option Plan, Schedule C to the Arrangement Agreement shall
be
amended in its entirety to read as does Schedule A hereto.
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| 3.1 |
Effect
on the Arrangement Agreement
-
The Arrangement Agreement, as specifically amended by this Agreement,
is
and shall continue to be in full force and effect and is hereby in
all
respects ratified and confirmed.
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| 3.2 |
Parties
Bound
-
This Agreement shall be binding upon and enure to the benefit of
and be
enforceable by the parties hereto and their respective successors
and
permitted assigns.
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| 3.3 |
Execution
of Counterparts
- This
Agreement may be executed by the parties in counterparts and may
be
executed and delivered by facsimile and all such counterparts and
facsimiles shall together constitute one and the same
agreement.
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CONSTELLATION
BRANDS, INC.
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By:
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/s/
F. Paul Hetterich
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Name:
F. Paul Hetterich
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Title:
Executive Vice President, Business
Development and Corporate Strategy
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CONSTELLATION
CANADA HOLDINGS
LIMITED
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By:
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/s/ F. Paul Hetterich |
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Name:
F. Paul Hetterich
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Title:
Chief Executive Officer
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VINCOR
INTERNATIONAL, INC.
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By:
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/s/ D. L. Triggs |
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Name:
Donald
L. Triggs
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Title:
President
and Chief
Executive Officer
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| By: | /s/ R. G. Jones |
| Name: Richard G. Jones | |
| Title Executive Vice-President, Finance and Administration | |