UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended February 28, 2010
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-08495
CONSTELLATION BRANDS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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16-0716709 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
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| 207 High Point Drive, Building 100, Victor, New York
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14564 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s
telephone number, including area code (585) 678-7100
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Name of each exchange on which registered |
| Class A Common Stock (par value $.01 per share)
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New York Stock Exchange |
| Class B Common Stock (par value $.01 per share)
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New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(§229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check One):
| Large accelerated filer þ |
Accelerated filer o |
Non-accelerated filer o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
The aggregate market value of the voting common equity held by non-affiliates of the registrant,
based upon the closing sales prices of the registrant’s Class A and Class B Common Stock as
reported on the New York Stock Exchange as of the last business day of the registrant’s most
recently completed second fiscal quarter was $2,821,351,237. On that date the registrant had no
non-voting common equity.
The number of shares outstanding with respect to each of the classes of common stock of
Constellation Brands, Inc., as of April 21, 2010, is set forth below:
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Number of Shares Outstanding |
Class A Common Stock, par value $.01 per share |
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189,389,474 |
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Class B Common Stock, par value $.01 per share |
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23,728,837 |
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Class 1 Common Stock, par value $.01 per share |
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None |
DOCUMENTS INCORPORATED BY REFERENCE
The proxy statement of Constellation Brands, Inc. to be issued for the Annual Meeting of
Stockholders which is expected to be held July 22, 2010 is incorporated by reference in Part III to
the extent described therein.
EXPLANATORY NOTE
Constellation Brands, Inc. (the “Company” or “CBI”) is filing this Amendment No. 2 to Form 10-K for
the fiscal year ended February 28, 2010, originally filed on April 29, 2010 (“2010 Form 10-K”) and
amended by Amendment No. 1 to Form 10-K filed on May 28, 2010. The sole purpose of this amendment
is to provide separate financial statements of Ruffino S.r.l. (“Ruffino”), an equity method
investment, in accordance with the U.S. Securities and Exchange Commission (“SEC”)’s Rule 3-09 of
Regulation S-X. The management of Ruffino is solely responsible for the form and content of the
Ruffino financial statements.
CBI is required to file the Ruffino financial statements in its 2010 Form 10-K due to Ruffino
meeting a certain test of significance under Rule 3-09 of Regulation S-X for CBI’s fiscal year
ended February 28, 2009. Since the due date of the Ruffino financial statements was after the date
the 2010 Form 10-K was filed and the Ruffino financial statements were not available on either
April 29, 2010, or May 28, 2010, CBI is filing the Ruffino financial statements in this Amendment
No. 2 to Form 10-K.
As required by the rules of the SEC, this amendment sets forth an amended “Item 15. Exhibits and
Financial Statement Schedules” in its entirety including a Revised Index to Exhibits incorporated
into Item 15, as well as a consent of Ruffino’s independent registered public accounting firm and
new certifications of CBI’s chief executive officer and of CBI’s chief financial officer. Except
for the amendments described above, this Form 10-K/A does not modify or update in any way the
financial position, results of operations, cash flows, or other disclosures in, or exhibits to, the
2010 Form 10-K and does not reflect events occurring after the original filing of the 2010 Form
10-K on April 29, 2010.
TABLE OF CONTENTS
PART IV
Item 15. Exhibits and Financial Statement Schedules.
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Financial Statements |
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The following consolidated financial statements of the Company were previously submitted with this Annual
Report on Form 10-K: |
Report of Independent Registered Public Accounting Firm — KPMG LLP
Report of Independent Registered Public Accounting Firm — KPMG LLP
Management’s Annual Report on Internal Control Over Financial Reporting
Consolidated Balance Sheets — February 28, 2010, and February 28, 2009
Consolidated Statements of Operations for the years ended February 28,
2010, February 28, 2009, and February 29, 2008
Consolidated Statements of Changes in Stockholders’ Equity for the
years ended February 28, 2010, February 28, 2009, and February 29,
2008
Consolidated Statements of Cash Flows for the years ended February 28,
2010, February 28, 2009, and February 29, 2008
Notes to Consolidated Financial Statements
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Financial Statement Schedules |
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Schedules are not submitted because they are not applicable or not required under Regulation S-X or
because the required information is included in the financial statements or notes thereto. |
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The following financial statements of the Company’s 50 percent owned joint venture, Crown Imports LLC,
were previously included with this Annual Report on Form 10-K pursuant to Rule 3-09 of Regulation S-X: |
Financial Statements as of and for three years ended December 31, 2009
The following financial statements of the Company’s 50 percent owned joint venture, Matthew Clark
(Holdings) Limited, were previously included with this Annual Report on Form 10-K pursuant to Rule 3-09 of
Regulation S-X:
Consolidated Financial Statements for the year ended 28 February 2010
The following financial statements of the Company’s 40 percent owned joint venture, Ruffino S.r.l., are
included in this Amendment No. 2 to Form 10-K pursuant to Rule 3-09 of Regulation S-X:
Consolidated Financial Statements as of and for the three years ended
December 31, 2009
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Exhibits required to be filed by Item 601 of Regulation S-K |
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For the exhibits that are filed herewith, previously filed with this Annual Report on Form 10-K or
incorporated herein by reference, see the Revised Index to Exhibits located in this amended Report. The
Revised Index to Exhibits is incorporated herein by reference. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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| Dated: June 30, 2010 |
CONSTELLATION BRANDS, INC.
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By: |
/s/ Robert Ryder
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Robert Ryder, Executive Vice |
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President and Chief Financial Officer |
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REVISED INDEX TO EXHIBITS
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| Exhibit No. |
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2.1
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Agreement to Establish Joint Venture, dated July 17, 2006, between Barton
Beers, Ltd. and Diblo, S.A. de C.V. (filed as Exhibit 2.1 to the Company’s
Current Report on Form 8-K dated July 17, 2006, filed July 18, 2006 and
incorporated herein by reference).+ |
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2.2
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Amendment No. 1, dated as of January 2, 2007 to the Agreement to Establish
Joint Venture, dated July 17, 2006, between Barton Beers, Ltd. and Diblo, S.A.
de C.V. (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated
January 2, 2007, filed January 3, 2007 and incorporated herein by reference).+ |
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2.3
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Barton Contribution Agreement, dated July 17, 2006, among Barton Beers, Ltd.,
Diblo, S.A. de C.V. and Company (a Delaware limited liability company to be
formed) (filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K dated
July 17, 2006, filed July 18, 2006 and incorporated herein by reference).+ |
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2.4
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Stock Purchase Agreement dated as of November 9, 2007 by and between Beam
Global Spirits & Wine, Inc. and Constellation Brands, Inc. (filed as Exhibit
2.1 to the Company’s Current Report on Form 8-K dated November 13, 2007, filed
November 14, 2007 and incorporated herein by reference). |
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2.5
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Assignment and Assumption Agreement made as of November 29, 2007 between
Constellation Brands, Inc. and Constellation Wines U.S., Inc. relating to that
certain Stock Purchase Agreement dated as of November 9, 2007 by and between
Beam Global Spirits & Wine, Inc. and Constellation Brands, Inc. (filed as
Exhibit 2.9 to the Company’s Quarterly Report on Form 10-Q for the fiscal
quarter ended November 30, 2007 and incorporated herein by reference). |
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3.1
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Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to
the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August
31, 2009 and incorporated herein by reference). |
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3.2
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Certificate of Amendment to the Certificate of Incorporation of the Company
(filed as Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the
fiscal quarter ended August 31, 2009 and incorporated herein by reference). |
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3.3
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Amended and Restated By-Laws of the Company (filed as Exhibit 3.2 to the
Company’s Current Report on Form 8-K dated December 6, 2007, filed December 12,
2007 and incorporated herein by reference). |
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| Exhibit No. |
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4.1
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Indenture, with respect to 7.25% Senior Notes due 2016, dated as of August 15,
2006, by and among the Company, as Issuer, certain subsidiaries, as Guarantors
and BNY Midwest Trust Company, as Trustee (filed as Exhibit 4.1 to the
Company’s Current Report on Form 8-K dated August 15, 2006, filed August 18,
2006 and incorporated herein by reference). |
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4.2
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Supplemental Indenture No. 1, dated as of August 15, 2006, among the Company,
as Issuer, certain subsidiaries, as Guarantors, and BNY Midwest Trust Company,
as Trustee (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K
dated August 15, 2006, filed August 18, 2006 and incorporated herein by
reference). |
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4.3
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Supplemental Indenture No. 2, dated as of November 30, 2006, by and among the
Company, Vincor International Partnership, Vincor International II, LLC, Vincor
Holdings, Inc., R.H. Phillips, Inc., The Hogue Cellars, Ltd., Vincor Finance,
LLC, and BNY Midwest Trust Company, as Trustee (filed as Exhibit 4.28 to the
Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November
30, 2006 and incorporated herein by reference). |
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4.4
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Supplemental Indenture No. 3, dated as of May 4, 2007, by and among the
Company, Barton SMO Holdings LLC, ALCOFI INC., and Spirits Marque One LLC, and
BNY Midwest Trust Company, as Trustee (filed as Exhibit 4.32 to the Company’s
Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2007 and
incorporated herein by reference). |
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4.5
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Supplemental Indenture No. 4, with respect to 8 3/8% Senior Notes due 2014,
dated as of December 5, 2007, by and among the Company, as Issuer, certain
subsidiaries, as Guarantors, and The Bank of New York Trust Company, N.A., (as
successor to BNY Midwest Trust Company), as Trustee (filed as Exhibit 4.1 to
the Company’s Current Report on Form 8-K dated December 5, 2007, filed December
11, 2007 and incorporated herein by reference). |
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4.6
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Supplemental Indenture No. 5, dated as of January 22, 2008, by and among the
Company, BWE, Inc., Atlas Peak Vineyards, Inc., Buena Vista Winery, Inc., Clos
du Bois Wines, Inc., Gary Farrell Wines, Inc., Peak Wines International, Inc.,
and Planet 10 Spirits, LLC, and The Bank of New York Trust Company, N.A.
(successor trustee to BNY Midwest Trust Company), as Trustee (filed as Exhibit
4.37 to the Company’s Annual Report on Form 10-K for the fiscal year ended
February 29, 2008 and incorporated herein by reference). |
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4.7
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Supplemental Indenture No. 6, dated as of February 27, 2009, by and among the
Company, Constellation Services LLC, and The Bank of New York Mellon Trust
Company National Association (successor trustee to BNY Midwest Trust Company),
as Trustee (filed as Exhibit 4.31 to the Company’s Annual Report on Form 10-K
for the fiscal year ended February 28, 2009 and incorporated herein by
reference). |
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4.8
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Indenture, with respect to 7.25% Senior Notes due May 2017, dated May 14, 2007,
by and among the Company, as Issuer, certain subsidiaries, as Guarantors, and
The Bank of New York Trust Company, N.A., as Trustee (filed as Exhibit 4.1 to
the Company’s Current Report on Form 8-K dated May 9, 2007, filed May 14, 2007
and incorporated herein by reference). |
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4.9
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Supplemental Indenture No. 1, dated as of January 22, 2008, by and among the
Company, BWE, Inc., Atlas Peak Vineyards, Inc., Buena Vista Winery, Inc., Clos
du Bois Wines, Inc., Gary Farrell Wines, Inc., Peak Wines International, Inc.,
and Planet 10 Spirits, LLC, and The Bank of New York Trust Company, N.A.
(successor trustee to BNY Midwest Trust Company), as Trustee (filed as Exhibit
4.39 to the Company’s Annual Report on Form 10-K for the fiscal year ended
February 29, 2008 and incorporated herein by reference). |
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4.10
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Supplemental Indenture No. 2, dated as of February 27, 2009, by and among the
Company, Constellation Services LLC, and The Bank of New York Mellon Trust
Company National Association (successor trustee to BNY Midwest Trust Company),
as Trustee (filed as Exhibit 4.34 to the Company’s Annual Report on Form 10-K
for the fiscal year ended February 28, 2009 and incorporated herein by
reference). |
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4.11
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Credit Agreement, dated as of June 5, 2006, among Constellation, the Subsidiary
Guarantors party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A.,
as Administrative Agent, Citicorp North America, Inc., as Syndication Agent,
J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Joint Lead
Arrangers and Bookrunners, and The Bank of Nova Scotia and SunTrust Bank, as
Co-Documentation Agents (filed as Exhibit 4.1 to the Company’s Current Report
on Form 8-K, dated June 5, 2006, filed June 9, 2006 and incorporated herein by
reference). |
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4.12
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Amendment No. 1, dated as of February 23, 2007, to the Credit Agreement, dated
as of June 5, 2006, among Constellation, the subsidiary guarantors referred to
on the signature pages to such Amendment No. 1, and JPMorgan Chase Bank, N.A.,
in its capacity as Administrative Agent (filed as Exhibit 99.1 to the Company’s
Current Report on Form 8-K, dated and filed February 23, 2007, and incorporated
herein by reference). |
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4.13
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Amendment No. 2, dated as of November 19, 2007, to the Credit Agreement, dated
as of June 5, 2006, among Constellation, the Subsidiary Guarantors referred to
on the signature pages to such Amendment No. 2, and JPMorgan Chase Bank, N.A.,
in its capacity as Administrative Agent (filed as Exhibit 4.1 to the Company’s
Current Report on Form 8-K, dated and filed November 20, 2007, and incorporated
herein by reference). |
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| Exhibit No. |
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4.14
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Amendment No. 3, dated as of January 25, 2010, to the Credit Agreement, dated
as of June 5, 2006, among Constellation Brands, Inc., the Subsidiary Guarantors
referred to on the signature pages to such Amendment No. 3, JPMorgan Chase
Bank, N.A., in its capacity as Administrative Agent and Issuing Lender, Bank of
America, N.A., in its capacity as Swingline Lender, The Bank of Nova Scotia, in
its capacity as Issuing Lender, JPMorgan Securities Inc., in its capacity as
joint bookrunner, CoBank, ACB, in its capacity as joint bookrunner, Banc of
America Securities LLC, in its capacity as joint bookrunner and Cooperatieve
Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch
in its capacity as joint bookrunner (filed as Exhibit 4.1 to the Company’s
Current Report on Form 8-K, dated January 25, 2010, filed January 26, 2010, and
incorporated herein by reference). |
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4.15
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Guarantee Assumption Agreement, dated as of August 11, 2006, by Constellation
Leasing, LLC, in favor of JPMorgan Chase Bank, N.A., as Administrative Agent,
pursuant to the Credit Agreement dated as of June 5, 2006 (as modified and
supplemented and in effect from time to time) (filed as Exhibit 4.29 to the
Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31,
2006 and incorporated herein by reference). |
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4.16
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Guarantee Assumption Agreement, dated as of November 30, 2006, by Vincor
International Partnership, Vincor International II, LLC, Vincor Holdings, Inc.,
R.H. Phillips, Inc., The Hogue Cellars, Ltd., and Vincor Finance, LLC in favor
of JPMorgan Chase Bank, N.A., as Administrative Agent, pursuant to the Credit
Agreement dated as of June 5, 2006 (as modified and supplemented and in effect
from time to time) (filed as Exhibit 4.31 to the Company’s Quarterly Report on
Form 10-Q for the fiscal quarter ended November 30, 2006 and incorporated
herein by reference). |
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4.17
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Guarantee Assumption Agreement, dated as of May 4, 2007, by Barton SMO Holdings
LLC, ALCOFI INC., and Spirits Marque One LLC in favor of JPMorgan Chase Bank,
N.A., as Administrative Agent, pursuant to the Credit Agreement dated as of
June 5, 2006 (as modified and supplemented and in effect from time to time)
(filed as Exhibit 4.39 to the Company’s Quarterly Report on Form 10-Q for the
fiscal quarter ended May 31, 2007 and incorporated herein by reference). |
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4.18
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Guarantee Assumption Agreement, dated as of January 22, 2008, by BWE, Inc.,
Atlas Peak Vineyards, Inc., Buena Vista Winery, Inc., Clos du Bois Wines, Inc.,
Gary Farrell Wines, Inc., Peak Wines International, Inc., and Planet 10
Spirits, LLC in favor of JPMorgan Chase Bank, N.A., as Administrative Agent,
pursuant to the Credit Agreement dated as of June 5, 2006 (as modified and
supplemented and in effect from time to time) (filed as Exhibit 4.46 to the
Company’s Annual Report on Form 10-K for the fiscal year ended February 29,
2008 and incorporated herein by reference). |
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| Exhibit No. |
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4.19
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Guarantee Assumption Agreement, dated as of February 27, 2009, by Constellation
Services LLC in favor of JPMorgan Chase Bank, N.A., as Administrative Agent,
pursuant to the Credit Agreement dated as of June 5, 2006 (as modified and
supplemented and in effect from time to time) (filed as Exhibit 4.42 to the
Company’s Annual Report on Form 10-K for the fiscal year ended February 28,
2009 and incorporated herein by reference). |
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10.1
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Marvin Sands Split Dollar Insurance Agreement (filed as Exhibit 10.9 to the
Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 1993
and also filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for
the fiscal year ended February 29, 2004 and incorporated herein by reference).# |
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10.2
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Constellation Brands, Inc. Long-Term Stock Incentive Plan, amended and restated
as of December 6, 2007 (filed as Exhibit 99.1 to the Company’s Current Report
on Form 8-K dated December 6, 2007, filed December 12, 2007 and incorporated
herein by reference).* |
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10.3
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First Amendment to the Company’s Long-Term Stock Incentive Plan (filed as
Exhibit 99.1 to the Company’s Current Report on Form 8-K, dated July 23, 2009,
filed July 24, 2009, and incorporated herein by reference).* |
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10.4
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Form of Stock Option Amendment pursuant to the Company’s Long-Term Stock
Incentive Plan (filed as Exhibit 99.2 to the Company’s Current Report on Form
8-K dated December 6, 2007, filed December 12, 2007 and incorporated herein by
reference).* |
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10.5
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Form of Terms and Conditions Memorandum for Employees with respect to grants of
options to purchase Class A Common Stock pursuant to the Company’s Long-Term
Stock Incentive Plan (filed as Exhibit 99.2 to the Company’s Current Report on
Form 8-K dated July 26, 2007, filed July 31, 2007 and incorporated herein by
reference).* |
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10.6
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Form of Terms and Conditions Memorandum for Employees with respect to grants of
options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock
Incentive Plan (grants before July 26, 2007) (filed as Exhibit 99.3 to the
Company’s Current Report on Form 8-K dated December 6, 2007, filed December 12,
2007 and incorporated herein by reference).* |
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10.7
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Form of Terms and Conditions Memorandum for Employees with respect to grants of
options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock
Incentive Plan (grants on or after July 26, 2007 and before April 1, 2008)
(filed as Exhibit 99.4 to the Company’s Current Report on Form 8-K dated
December 6, 2007, filed December 12, 2007 and incorporated herein by
reference).* |
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| Exhibit No. |
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10.8
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Form of Terms and Conditions Memorandum for Employees with respect to grants of
options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock
Incentive Plan (grants on or after April 1, 2008 and before April 6, 2009)
(filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the
fiscal quarter ended August 31, 2008 and incorporated herein by reference).* |
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10.9
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Form of Terms and Conditions Memorandum for Employees with respect to grants of
options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock
Incentive Plan (grants on or after April 6, 2009 and before April 5, 2010)
(filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, dated April
6, 2009, filed April 9, 2009, and incorporated herein by reference).* |
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10.10
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Form of Terms and Conditions Memorandum for Employees with respect to grants of
options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock
Incentive Plan (grants on or after April 5, 2010) (filed as Exhibit 99.1 to the
Company’s Current Report on Form 8-K, dated April 5, 2010, filed April 9, 2010,
and incorporated herein by reference).* |
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10.11
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Form of Restricted Stock Award Agreement for Employees with respect to the
Company’s Long-Term Stock Incentive Plan (grants before April 6, 2009) (filed
as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated April 1,
2008, filed April 7, 2008 and incorporated herein by reference).* |
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10.12
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Form of Restricted Stock Award Agreement for Employees with respect to the
Company’s Long-Term Stock Incentive Plan (grants on or after April 6, 2009 and
before April 5, 2010) (filed as Exhibit 99.2 to the Company’s Current Report on
Form 8-K, dated April 6, 2009, filed April 9, 2009, and incorporated herein by
reference).* |
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10.13
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Form of Restricted Stock Award Agreement for Employees with respect to the
Company’s Long-Term Stock Incentive Plan (grants on or after April 5, 2010)
(filed as Exhibit 99.2 to the Company’s Current Report on Form 8-K, dated April
5, 2010, filed April 9, 2010, and incorporated herein by reference).* |
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10.14
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Form of Performance Share Unit Award Agreement for Executives with respect to
the Company’s Long-Term Stock Incentive Plan (filed as Exhibit 99.3 to the
Company’s Current Report on Form 8-K, dated April 5, 2010, filed April 9, 2010,
and incorporated herein by reference).* |
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10.15
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Form of Terms and Conditions Memorandum for Directors with respect to options
to purchase Class A Common Stock pursuant to the Company’s Long-Term Stock
Incentive Plan (filed as Exhibit 99.3 to the Company’s Current Report on Form
8-K dated July 26, 2007, filed July 31, 2007 and incorporated herein by
reference).* |
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| Exhibit No. |
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10.16
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Form of Terms and Conditions Memorandum for Directors with respect to grants of
options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock
Incentive Plan (filed as Exhibit 99.5 to the Company’s Current Report on Form
8-K dated December 6, 2007, filed December 12, 2007 and incorporated herein by
reference).* |
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10.17
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Form of Terms and Conditions Memorandum for Directors with respect to grants of
options to purchase Class 1 Stock pursuant to the Company’s Long-Term Stock
Incentive Plan (grants on or after July 17, 2008) (filed as Exhibit 10.2 to the
Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31,
2008 and incorporated herein by reference).* |
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10.18
|
|
Form of Restricted Stock Agreement for Directors with respect to the Company’s
Long-Term Stock Incentive Plan (filed as Exhibit 10.13 to the Company’s Annual
Report on Form 10-K for the fiscal year ended February 28, 2005 and
incorporated herein by reference).* |
|
|
|
10.19
|
|
Incentive Stock Option Plan of the Company (filed as Exhibit 10.2 to the
Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31,
1997 and incorporated herein by reference).* # |
|
|
|
10.20
|
|
Amendment Number One to the Company’s Incentive Stock Option Plan (filed as
Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the fiscal
quarter ended August 31, 1997 and incorporated herein by reference).* # |
|
|
|
10.21
|
|
Amendment Number Two to the Company’s Incentive Stock Option Plan (filed as
Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal
quarter ended August 31, 2000 and incorporated herein by reference).* # |
|
|
|
10.22
|
|
Amendment Number Three to the Company’s Incentive Stock Option Plan (filed as
Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year
ended February 28, 2001 and incorporated herein by reference).* # |
|
|
|
10.23
|
|
Form of Terms and Conditions Memorandum with respect to the Company’s Incentive
Stock Option Plan (filed as Exhibit 10.18 to the Company’s Annual Report on
Form 10-K for the fiscal year ended February 28, 2007 and incorporated herein
by reference).* |
|
|
|
10.24
|
|
Constellation Brands, Inc. Annual Management Incentive Plan, amended and
restated as of July 26, 2007 (filed as Exhibit 99.4 to the Company’s Current
Report on Form 8-K dated July 26, 2007, filed July 31, 2007 and incorporated
herein by reference).* |
|
|
|
10.25
|
|
Amendment Number 1, dated April 6, 2009, to the Constellation Brands, Inc.
Annual Management Incentive Plan, amended and restated as of July 26, 2007
(filed as Exhibit 99.3 to the Company’s Current Report on Form 8-K dated April
6, 2009, filed April 9, 2009 and incorporated herein by reference).* |
| |
|
|
| Exhibit No. |
|
|
|
|
|
10.26
|
|
Supplemental Executive Retirement Plan of the Company (filed as Exhibit 10.14
to the Company’s Annual Report on Form 10-K for the fiscal year ended February
28, 1999 and incorporated herein by reference).* # |
|
|
|
10.27
|
|
First Amendment to the Company’s Supplemental Executive Retirement Plan (filed
as Exhibit 10 to the Company’s Quarterly Report on Form 10-Q for the fiscal
quarter ended May 31, 1999 and incorporated herein by reference).* # |
|
|
|
10.28
|
|
Second Amendment to the Company’s Supplemental Executive Retirement Plan (filed
as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the fiscal
year ended February 28, 2001 and incorporated herein by reference).* # |
|
|
|
10.29
|
|
Third Amendment to the Company’s Supplemental Executive Retirement Plan (filed
as Exhibit 99.2 to the Company’s Current Report on Form 8-K dated April 7,
2005, filed April 13, 2005 and incorporated herein by reference).* # |
|
|
|
10.30
|
|
2005 Supplemental Executive Retirement Plan of the Company (filed as Exhibit
99.3 to the Company’s Current Report on Form 8-K dated April 7, 2005, filed
April 13, 2005 and incorporated herein by reference).* # |
|
|
|
10.31
|
|
First Amendment to the Company’s 2005 Supplemental Executive Retirement Plan
(filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the
fiscal quarter ended May 31, 2007 and incorporated herein by reference).* |
|
|
|
10.32
|
|
Credit Agreement, dated as of June 5, 2006, among Constellation, the Subsidiary
Guarantors party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A.,
as Administrative Agent, Citicorp North America, Inc., as Syndication Agent,
J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Joint Lead
Arrangers and Bookrunners, and The Bank of Nova Scotia and SunTrust Bank, as
Co-Documentation Agents (filed as Exhibit 4.1 to the Company’s Current Report
on Form 8-K, dated June 5, 2006, filed June 9, 2006 and incorporated herein by
reference). |
|
|
|
10.33
|
|
Amendment No. 1, dated as of February 23, 2007, to the Credit Agreement, dated
as of June 5, 2006, among Constellation, the subsidiary guarantors referred to
on the signature pages to such Amendment No. 1, and JPMorgan Chase Bank, N.A.,
in its capacity as Administrative Agent (filed as Exhibit 99.1 to the Company’s
Current Report on Form 8-K, dated and filed February 23, 2007, and incorporated
herein by reference). |
|
|
|
10.34
|
|
Amendment No. 2, dated as of November 19, 2007, to the Credit Agreement, dated
as of June 5, 2006, among Constellation, the Subsidiary Guarantors referred to
on the signature pages to such Amendment No. 2, and JPMorgan Chase Bank, N.A.,
in its capacity as Administrative Agent (filed as Exhibit 4.1 to the Company’s
Current Report on Form 8-K, dated and filed November 20, 2007, and incorporated
herein by reference). |
| |
|
|
| Exhibit No. |
|
|
|
|
|
10.35
|
|
Amendment No. 3, dated as of January 25, 2010, to the Credit Agreement, dated
as of June 5, 2006, among Constellation Brands, Inc., the Subsidiary Guarantors
referred to on the signature pages to such Amendment No. 3, JPMorgan Chase
Bank, N.A., in its capacity as Administrative Agent and Issuing Lender, Bank of
America, N.A., in its capacity as Swingline Lender, The Bank of Nova Scotia, in
its capacity as Issuing Lender, JPMorgan Securities Inc., in its capacity as
joint bookrunner, CoBank, ACB, in its capacity as joint bookrunner, Banc of
America Securities LLC, in its capacity as joint bookrunner and Cooperatieve
Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch
in its capacity as joint bookrunner (filed as Exhibit 4.1 to the Company’s
Current Report on Form 8-K, dated January 25, 2010, filed January 26, 2010, and
incorporated herein by reference). |
|
|
|
10.36
|
|
Guarantee Assumption Agreement, dated as of August 11, 2006, by Constellation
Leasing, LLC, in favor of JPMorgan Chase Bank, N.A., as Administrative Agent,
pursuant to the Credit Agreement dated as of June 5, 2006 (as modified and
supplemented and in effect from time to time) (filed as Exhibit 4.29 to the
Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31,
2006 and incorporated herein by reference). |
|
|
|
10.37
|
|
Guarantee Assumption Agreement, dated as of November 30, 2006, by Vincor
International Partnership, Vincor International II, LLC, Vincor Holdings, Inc.,
R.H. Phillips, Inc., The Hogue Cellars, Ltd., and Vincor Finance, LLC in favor
of JPMorgan Chase Bank, N.A., as Administrative Agent, pursuant to the Credit
Agreement dated as of June 5, 2006 (as modified and supplemented and in effect
from time to time) (filed as Exhibit 4.31 to the Company’s Quarterly Report on
Form 10-Q for the fiscal quarter ended November 30, 2006 and incorporated
herein by reference). |
|
|
|
10.38
|
|
Guarantee Assumption Agreement, dated as of May 4, 2007, by Barton SMO Holdings
LLC, ALCOFI INC., and Spirits Marque One LLC in favor of JPMorgan Chase Bank,
N.A., as Administrative Agent, pursuant to the Credit Agreement dated as of
June 5, 2006 (as modified and supplemented and in effect from time to time)
(filed as Exhibit 4.39 to the Company’s Quarterly Report on Form 10-Q for the
fiscal quarter ended May 31, 2007 and incorporated herein by reference). |
|
|
|
10.39
|
|
Guarantee Assumption Agreement, dated as of January 22, 2008, by BWE, Inc.,
Atlas Peak Vineyards, Inc., Buena Vista Winery, Inc., Clos du Bois Wines, Inc.,
Gary Farrell Wines, Inc., Peak Wines International, Inc., and Planet 10
Spirits, LLC in favor of JPMorgan Chase Bank, N.A., as Administrative Agent,
pursuant to the Credit Agreement dated as of June 5, 2006 (as modified and
supplemented and in effect from time to time) (filed as Exhibit 4.46 to the
Company’s Annual Report on Form 10-K for the fiscal year ended February 29,
2008 and incorporated herein by reference). |
|
|
|
10.40
|
|
Guarantee Assumption Agreement, dated as of February 27, 2009, by Constellation
Services LLC in favor of JPMorgan Chase Bank, N.A., as Administrative Agent,
pursuant to the Credit Agreement dated as of June 5, 2006 (as modified and
supplemented and in effect from time to time) (filed as Exhibit 4.42 to the
Company’s Annual Report on Form 10-K for the fiscal year ended February 28,
2009 and incorporated herein by reference). |
| |
|
|
| Exhibit No. |
|
|
|
|
|
10.41
|
|
The Constellation Brands UK Sharesave Scheme, as amended (filed as Exhibit 10.4
to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended
August 31, 2006 and incorporated herein by reference).* |
|
|
|
10.42
|
|
Letter Agreement dated April 26, 2007 (together with addendum dated May 8,
2007) between the Company and Robert Ryder addressing compensation (filed as
Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the fiscal
quarter ended May 31, 2007 and incorporated herein by reference).* |
|
|
|
10.43
|
|
Form of Executive Employment Agreement between Constellation Brands, Inc. and
its Chairman of the Board and its President and Chief Executive Officer (filed
as Exhibit 99.1 to the Company’s Current Report on Form 8-K, dated and filed
May 21, 2008, and incorporated herein by reference).* |
|
|
|
10.44
|
|
Form of Executive Employment Agreement between Constellation Brands, Inc. and
its Other Executive Officers (other than Messrs. Fernandez and Berk) (filed as
Exhibit 99.2 to the Company’s Current Report on Form 8-K, dated and filed May
21, 2008, and incorporated herein by reference).* |
|
|
|
10.45
|
|
Letter Agreement dated February 21, 2008 between the Company and Jose Fernandez
addressing compensation (filed as Exhibit 10.40 to the Company’s Annual Report
on Form 10-K for the fiscal year ended February 29, 2008 and incorporated
herein by reference).* |
|
|
|
10.46
|
|
Executive Employment Agreement dated May 21, 2008 between Constellation Brands,
Inc. and Jose Fernandez (filed as Exhibit 99.3 to the Company’s Current Report
on Form 8-K, dated and filed May 21, 2008, and incorporated herein by
reference).* |
|
|
|
10.47
|
|
Executive Employment Agreement dated May 21, 2008 between Constellation Brands,
Inc., Barton Incorporated and Alexander L. Berk (filed as Exhibit 99.4 to the
Company’s Current Report on Form 8-K, dated and filed May 21, 2008, and
incorporated herein by reference).* |
|
|
|
10.48
|
|
Agreement dated April 7, 2009 among Alexander L. Berk, Constellation Brands,
Inc., and Constellation Services LLC (successor by merger to Barton
Incorporated) (filed as Exhibit 99.4 to the Company’s Current Report on Form
8-K, dated April 6, 2009, filed April 9, 2009, and incorporated herein by
reference).* |
|
|
|
10.49
|
|
Consultant Agreement dated April 7, 2009 between Constellation Brands, Inc. and
Alexander L. Berk (filed as Exhibit 99.5 to the Company’s Current Report on
Form 8-K, dated April 6, 2009, filed April 9, 2009, and incorporated herein by
reference).* |
| |
|
|
| Exhibit No. |
|
|
|
|
|
10.50
|
|
Amended and Restated Limited Liability Company Agreement of Crown Imports LLC,
dated as of January 2, 2007 (filed as Exhibit 99.1 to the Company’s Current
Report on Form 8-K dated January 2, 2007, filed January 3, 2007 and
incorporated herein by reference).+ |
|
|
|
10.51
|
|
Importer Agreement, dated as of January 2, 2007, by and between Extrade II,
S.A. de C.V. and Crown Imports LLC (filed as Exhibit 99.2 to the Company’s
Current Report on Form 8-K dated January 2, 2007, filed January 3, 2007 and
incorporated herein by reference).+ |
|
|
|
10.52
|
|
Administrative Services Agreement, dated as of January 2, 2007, by and between
Barton Incorporated and Crown Imports LLC (filed as Exhibit 99.3 to the
Company’s Current Report on Form 8-K dated January 2, 2007, filed January 3,
2007 and incorporated herein by reference).+ |
|
|
|
10.53
|
|
Sub-license Agreement, dated as of January 2, 2007, by and between Marcas
Modelo, S.A. de C.V. and Crown Imports LLC (filed as Exhibit 99.4 to the
Company’s Current Report on Form 8-K dated January 2, 2007, filed January 3,
2007 and incorporated herein by reference).+ |
|
|
|
21.1
|
|
Subsidiaries of Company (previously filed with this Annual Report on Form 10-K). |
|
|
|
23.1
|
|
Consent of KPMG LLP (previously filed with this Annual Report on Form 10-K). |
|
|
|
23.2
|
|
Consent of PricewaterhouseCoopers LLP as it relates to Crown Imports LLC
(previously filed with this Annual Report on Form 10-K). |
|
|
|
23.3
|
|
Consent of KPMG LLP as it relates to Matthew Clark (Holdings) Limited
(previously filed with this Annual Report on Form 10-K). |
|
|
|
23.4
|
|
Consent of KPMG S.p.A. as it relates to Ruffino S.r.l. (filed herewith). |
|
|
|
31.1
|
|
Certificate of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934, as amended (previously filed
with this Annual Report on Form 10-K). |
|
|
|
31.2
|
|
Certificate of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934, as amended (previously filed
with this Annual Report on Form 10-K). |
|
|
|
31.3
|
|
Certificate of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934, as amended (previously filed
with this Annual Report on Form 10-K). |
| |
|
|
| Exhibit No. |
|
|
|
|
|
31.4
|
|
Certificate of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934, as amended (previously filed
with this Annual Report on Form 10-K). |
|
|
|
31.5
|
|
Certificate of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith). |
|
|
|
31.6
|
|
Certificate of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934, as amended (filed herewith). |
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to Section 18 U.S.C. 1350
(previously filed with this Annual Report on Form 10-K). |
|
|
|
32.2
|
|
Certification of Chief Financial Officer pursuant to Section 18 U.S.C. 1350
(previously filed with this Annual Report on Form 10-K). |
|
|
|
32.3
|
|
Certification of Chief Executive Officer pursuant to Section 18 U.S.C. 1350
(previously filed with this Annual Report on Form 10-K). |
|
|
|
32.4
|
|
Certification of Chief Financial Officer pursuant to Section 18 U.S.C. 1350
(previously filed with this Annual Report on Form 10-K). |
|
|
|
32.5
|
|
Certification of Chief Executive Officer pursuant to Section 18 U.S.C. 1350
(filed herewith). |
|
|
|
32.6
|
|
Certification of Chief Financial Officer pursuant to Section 18 U.S.C. 1350
(filed herewith). |
|
|
|
99.1
|
|
1989 Employee Stock Purchase Plan (Restated June 27, 2001) (filed as Exhibit
99.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter
ended August 31, 2001 and incorporated herein by reference).# |
|
|
|
99.2
|
|
Financial Statements of Crown Imports LLC as of and for three years ended
December 31, 2009 (previously filed with this Annual Report on Form 10-K). |
|
|
|
99.3
|
|
Consolidated Financial Statements of Matthew Clark (Holdings) Limited for the
year ended 28 February 2010 (previously filed with this Annual Report on Form
10-K). |
|
|
|
99.4
|
|
Consolidated Financial Statements of Ruffino S.r.l. and subsidiary as of and
for the three years ended December 31, 2009 (filed herewith). |
|
|
|
| * |
|
Designates management contract or compensatory plan or arrangement. |
| |
| # |
|
Company’s Commission File No. 001-08495. For filings prior to October
4, 1999, use Commission File No. 000-07570. |
| |
| + |
|
This Exhibit has been filed separately with the Commission pursuant to
an application for confidential treatment. The confidential portions of this
Exhibit have been omitted and are marked by an asterisk. |
The Company agrees, upon request of the Securities and Exchange Commission, to furnish copies
of each instrument that defines the rights of holders of long-term debt of the Company or its
subsidiaries that is not filed herewith pursuant to Item 601(b)(4)(iii)(A) because the total amount
of long-term debt authorized under such instrument does not exceed 10% of the total assets of the
Company and its subsidiaries on a consolidated basis.
