CONSTELLATION BRANDS, INC.

/s/ Richard Sands

/s/ Agustin Huneeus

Agustin Huneeus, Manager

                    , LLC

Delaware limited liability company, manager managed

F = [38.6]%, to be classified as Class A Membership Interests

H = [32.3]%, to be classified as Class B Membership Interests

D = [29.1]%, to be classified as Class C Membership Interests

All such interests (the “Membership Interests”) will have identical rights, regardless of class, except for class voting rights of Members and their designated Managers, as described herein.

At least two managers to be designated by each Class of Membership Interests (i.e. by each Member) (the “Managers”); provided that any Member may designate additional Managers if it so chooses.

The Joint Venture shall have a Chief Executive Officer and those officers, holding those titles and duties, as determined by the Board of Directors.

The Board of Directors (the “Board”) will be comprised of the Managers appointed by each Class of Membership Interests as described above.

The management of the Joint Venture shall be vested in the Board of Directors. Except for the appointment of Managers, or as otherwise provided herein or by

nonwaivable provisions of applicable law, the Members shall not have any right to vote or to take part in the management or control of the Joint Venture business or have any right or authority to act for or bind the Joint Venture.

Each Manager on the Board of Directors shall be a “manager” for purposes of the Delaware Limited Liability Company Act (the “Act”).

Except for situations in which the approval of the Members is expressly required by the provisions hereof or by nonwaivable provisions of applicable law, the Board shall have complete discretion, power and authority in the management and control of the business of the Joint Venture, shall make all decisions affecting the business of the Joint Venture and shall manage and control the affairs of the Joint Venture to carry out the business and purposes of the Joint Venture.

In all votes of the Board, the Managers designated by each class of Membership Interests (each of which, a “Class” of Managers) shall have a single vote. If there is more than one Manager of a Class present at a meeting, they shall determine among themselves the vote to be cast by the Class. Telephonic meetings will be authorized. At least one Manager of each Class shall be required to constitute a quorum, provided that on votes requiring only a majority of the Board, (i) if a quorum is not present the meeting may be continued on at least 72 hours notice to all Directors, (ii) if a quorum is not present at the continued meeting, the meeting may again be continued on at least 72 hours notice to all, and (iii) at the second continued meeting, a quorum shall consist of Managers of only two Classes.

Provision shall be made for written minutes of all meetings of the Board, to be circulated and approved by the Managers of each Class.

Unless otherwise specifically set forth in the Operating Agreement or required by applicable law, approval of any vote or action of the Board shall require the affirmative vote of at least the Managers of two Classes. However, the following votes and action shall require the affirmative approval of the Managers of all three Classes (“Unanimous Approval”), except as otherwise provided under “Business Opportunities” below:

(a)    the assumption of the representation of any third-party brands, or the purchase, licensing, sale or other acquisition or disposition of brands;

(b)    any amendments to the Certificate of Formation of the Joint Venture or the Operating Agreement;

(c)    any issuance of additional membership interests or rights therein, except for AFH incentive compensation, as described in Annex      to the Commitment Letter;

(d)    any incurrence of indebtedness in excess of that contemplated by the indebtedness reduction schedule provided for in the current 5-year business plan, as increased by 0.25x EBITDA for the trailing 12 months;

(e)    any capital expenditures in excess of $1 million in the aggregate not provided for in the current 5-year business plan;

(f)     any program to build up inventory above the level provided for in the current 5-year business plan;

(g)    any merger, consolidation or other business combination;

(h)    any acquisition of assets, equity or debt of another business or person outside the ordinary course of business in excess of $1 million;

(i)     any disposition, directly or indirectly of all or substantially all of the assets of the Joint Venture;

(j)     any disposition of an asset with either a book or fair market value in excess of $3 million;

(k)    any (i) voluntary or involuntary dissolution or liquidation, (ii) filing of a petition in bankruptcy, (iii) appointment of a receiver, or (iv) assignment for the benefit of creditors;

(l)     any change in dividend or distribution policies;

(m)   any change in accounting or tax policies;

(n)    appointment of a new CEO;

(o)    appointment or termination of a CFO;

(p)     any action, transaction or series of transactions with a single unaffiliated third party during any fiscal year of the Joint Venture (1) in the ordinary course of business of the Joint Venture, involving in the aggregate an amount in excess of $5 million, or (2) outside the ordinary course of business of the Joint Venture, involving in the aggregate an amount in excess of $1 million;

(q)     any material departure from the strategic direction developed by the parties for the business of the Joint Venture;

(r)      if [70% Test failure] has occurred, then thereafter any action not in accordance with the annual business plan (the “Business Plan”; and

(s)     material transactions between the Joint Venture and any Member or a Member’s affiliate.

Other matters which require Board action shall require the affirmative approval of two of the three Classes (“Majority Approval”). These include without limitation:

(a)    adoption of and adjustment or amendment of any annual Business Plan;

(b)    termination of the CEO for “cause” (as defined in the CEO’s employment agreement);

(c)     during any fiscal year of the Joint Venture, any action, transaction or series of transactions, or any capital expenditure or like transaction (including but not limited to capital leases) not (as to any of the foregoing) authorized by other Board action (such as specific authorization in the Business Plan or any continuing written authorization) (1) in the ordinary course of business of the Joint Venture, involving in the aggregate an amount in excess of $1 million, or (2) outside the

ordinary course of business of the Joint Venture, involving in the aggregate an amount in excess of $100,000;

(d)    determination of terms of employment offers to senior management (direct reports to the CEO);

(e)     approval of all long-term and short-term incentive plans offered to the employees of the Joint Venture; and

(f)      transactions involving an aggregate amount in excess of $60,000 between the Joint Venture and any Member or a Member’s affiliate.

Agustin Francisco Huneeus will be appointed as the Chief Executive Officer.

Subject to the direction of the Board, the Chief Executive Officer shall have general and active control of the Joint Venture’s general day-to-day business and shall see that all orders and resolutions of the Board are put into effect.

1 – Tax distributions, in an amount equal to the highest marginal combined federal, state and local tax rates of any Member (currently estimated at [47%]) multiplied by the Joint Venture’s taxable income for the applicable period.

2 - An additional amount such that H’s pro rata share will be $500,000, if requested by any Member.

3 - Beginning in the eighth year of the existence of the Joint Venture, an additional amount which, together with the distributions in 1 and 2 above, constitutes 75% of the available cash (net of reserves) for the year.

The foregoing shall be subject to any external constraints, such as loan covenants and prudent reserve

policies, provided that no voluntary external restrictions on distributions will be agreed to without Unanimous Approval. All distributions shall be made to the Members in accordance with their Percentage Interests.

Any other distributions will be made only with the Unanimous Approval of the Board.

No transfers to third parties (including, as to any Member, any other Member), except to a Permitted Transferee, except as provided below.

If one Member sells its interest to another Member, all matters previously requiring Majority Approval shall require Unanimous Approval.

“Permitted Transferee” shall be defined, with respect to any Member, as any individual, corporation, partnership, joint venture, association, trust or unincorporated organization directly or indirectly controlling, controlled by, or under common control with such Member, provided that (x) the entire interest of the original Member must be transferred to such Permitted Transferee and (y) such Member shall unconditionally and irrevocably at all times be liable for the payment and performance obligations of such person hereunder and under the Commitment Letter and all other arrangements described therein.

Right of First Offer

If after the sixth anniversary of the formation of the Joint Venture a Member desires to sell all or any portion of its Membership Interest, then that Member shall first offer such Membership Interest to the other Members by giving written notice of such offer to the Board of Directors and the other Members, stating the portion of its Membership Interest it proposes to sell, the offer price, the consideration it will accept and, in reasonable detail, all other material matters relating to the offer. If a second Member does not, within 15 days of receipt of the Notice, give notice that it will join the offer to sell, then the following procedures will apply and, until they are completed, neither other Member may initiate a sale of its Membership Interest.

The other Members shall have the option to accept such offer, exercisable by giving written notice of acceptance to the initiating Member, with a copy to each of the other Members, within 120 days after its receipt of the offer. The closing of the transfer of the Membership Interest shall take place on a date selected by the responding Member or Members not less than 30 days or more than 60 days after the giving of the acceptance notice. If the other Members do not elect to purchase all of the offered Membership Interest, then the initiating Member shall have 180 days within which to sell such Membership Interest to a third party on terms and conditions no more favorable to the third party than as set forth in the original offer to the other Members.

If, within 15 days of receipt of the notice from the initiating Member, a second Member gives notice that it will join the initiating Member’s offer to sell, then the following procedures will apply.

The remaining Member shall have the option to accept the offer of the two other Members, on the same basis and within the same time periods as set forth above. If the remaining Member does not elect to purchase all of the Offered Membership Interests, then the offering Members shall have 180 days within which to sell such Membership Interests to a third party or to cause the Joint Venture or its

assets to be sold, in which case (i) the offering Members shall have the right (in the case of a sale of Membership Interests) to cause the remaining Member to sell its Membership Interest on the same terms and conditions, (ii) the remaining Member shall be required to grant any necessary approvals to such sale, and (iii) should the other Members not require the remaining Member to join in the sale, the remaining Member shall have the right to sell its Membership Interest in the sale on the same terms and conditions as the other Members.

Time shall be of the essence with respect to exercise of rights to buy or sell under the provisions of this section.

If a change of control [to be defined] of any Member, or of a person or entity controlling such Member, occurs, the other Members will have the right to determine whether to sell their Membership Interests to or purchase the Membership Interest held by the Member as to which the change of control has occurred at the fair market value thereof. If the other Members choose to purchase the Membership Interest held by the Member as to which the change of control has occurred, each such Member will have the right to purchase such Membership Interest pro rata according to their ownership interests in the Joint Venture. The decision to purchase or sell must be made jointly by the other Members. In the absence of agreement, there will be no purchase or sale, provided that the other Members may agree that one of them will purchase the Membership Interests of the other two Members, at the fair market value thereof, which agreement will also be binding upon the Member as to which the change of control has occurred.

Appropriate adjustments in the governance provisions will be agreed to reflect the changed economic interest of the acquiring Member(s).

Unless it is determined by agreement among the Members, fair market value will be determined by the following process.

The Members as to which the change of control has occurred, on the one hand, and the other Members (by agreement between them),

on the other hand, will prepare a proposal as to the fair market value of the Joint Venture, including such supporting information as they may select, and each will submit its proposal to an arbitrator, who shall be experienced in the valuation of businesses similar to the Joint Venture’s business. The arbitrator, in its discretion, may conduct a proceeding to receive additional information about the basis of and support for the two proposals. The arbitrator will then determine the fair market value of the Joint Venture by choosing one or the other of the two proposals; provided that the arbitrator shall not have the discretion or authority to choose any other value. The fair market value of the Membership Interest or Interests to be purchased and sold hereunder will then be deemed to be the amount that would be distributed to the holder of such Membership Interest(s) if the Joint Venture were sold at the amount determined by the arbitrator and then liquidated.

If the Board fails to approve the Business Plan on two successive years, the second of which is no earlier than the fourth year of the Joint Venture, then:

FIRST: The Members shall negotiate in good faith to resolve the issue or to agree on an exit. If necessary, the dispute will be referred to the chief executive officers of each of the Members.

SECOND: If no agreement is reached, then the following blind auction process shall be used:

(1) Each Member may submit a sealed offer to an independent person. An offer is a proposed all cash price for the entire Joint Venture.

(2) Subject to (3) below, the Member submitting the highest offer must buy out the other Members at the lower submitted offers. If more than one Member submits the same highest offer, they will resubmit bids, which may be higher, lower or the same as before. If, after resubmission, there remains more than one offer at the same highest amount, the buyer will be selected by random process.

(A)   Each selling Member shall receive what it would receive if the Joint Venture were sold for that Member’s submitted offer and then liquidated.

(B)   In determining liquidation amounts, all outstanding incentive equity will be treated as fully vested immediately before the liquidation.

(C)   A Member who does not submit an offer will become a seller who is deemed, for these purposes, to have submitted an offer at the same amount as the buyer.

(3) To give the buying Member adequate time to arrange purchase financing, the closing will be a date selected by the buyer no later than 180 days after being selected as buyer.

(A) The purchase will be on an all-cash basis;

(B) If the buyer fails to timely close, the buyer will promptly reimburse the other Members for all reasonable costs they incurred in connection with the buy-sell process. If there is at least one other Member who submitted an offer, then the Member who submitted the next highest offer becomes the buyer and the initial buyer becomes a seller and is deemed to have submitted an offer at the same amount as the new buyer (and, if a Member had not submitted an offer, its deemed offer price is also adjusted to the price of the new buyer). (The process will be the same if the new buyer fails to close: that is, if all three Members submitted offers, the Member who submitted the lowest offer will become the buyer, and the other two Members will become sellers and will be deemed to have submitted offers at the same amount as the new buyer.)

(4) If the process in paragraphs (1)-(3) above does not result in a purchase-sale transaction (including if no offers are submitted), the Members will appoint an investment banker to solicit bids from

The property and proceeds from liquidation of Joint Venture assets shall be applied as follows:

(a)    first, to the payment of creditors of the Joint Venture, including Members who are creditors, to the extent permitted by law;

(b)    and then, to pay the expenses of winding up the Joint Venture; and

(c)    and finally, to each Member in accordance with its Percentage Interest.

•      Cash in the amount of $54 million; and

•      all assets set forth on Schedule C, including the Oakville Estates vineyard and certain equipment pertaining to the vineyard (the “Non-cash C Assets”), but not including the 2004 crop from the Oakville Estates vineyard.

•      all Contracts set forth on a schedule to the Contribution Agreement, all assets set forth on Schedule H, including the assets of the Quintessa vineyard and winery and the business operated with such assets.

•      The contributed assets shall not include:

•      four parcels of land shown on Schedule H hereto;

•      building rights with respect to the parcels of land which are being contributed;

•      accounts receivable with respect to sales of wines of the 2001 vintage;

•      personal antique furniture of AH and vineyard equipment and office equipment associated with H’s retained business.

•      all right, title and interest of CH in the assets used in the business of CH, wherever located, but excluding CH’s right to appoint a director to D’s board, which right shall be terminated, and excluding the rights and obligations related to a certain joint venture, provided that subject to obtaining the requisite consents these rights will be transferred and if they are not the parties will agree on other arrangements as described in the “Non-Transferable Assets and Liabilities” section, below.

•      all liabilities associated with the ownership, use and operation of the Non-cash C Assets, arising on or after the date of the closing of the Contribution Agreement of such assets to the JV

•      up to $18.5 million in debt; and

•      except for liabilities related to employees, which liabilities are being dealt with in the “Employee Benefits Matters” section below, all liabilities associated with the ownership, use and operation of the assets contributed by H, arising on or after the date of the closing of the Contribution Agreement of such assets to the JV.

•      all liabilities of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) of CH or otherwise related to any of the assets or the business of CH.

•      any liabilities arising out of the real estate, equipment or rights retained or transferred to a third party by H (as shown on Schedule H hereto) or any other assets specifically retained by H or C; and

•      any tax liabilities, except as otherwise provided in the “Taxes” section of this Annex, with respect to pre-Closing tax periods or resulting from any transfers required by the Contribution Agreement.

The JV will assume all liabilities associated with the current and former employees of CH.

The JV will assume only the accrued but unused vacation and sick leave obligations of the current employees of Quintessa vineyard and winery who are employed by the JV after the closing of the Contribution Agreement.

Holdco will cause the assets and liabilities of CH to be transferred to the JV on an “as is, where is” basis.

Holdco will make the following representations and warranties for the benefit of the JV:

•      corporate existence, power and due authorization of Holdco to enter into Contribution Agreement.

•      corporate existence, power and due authorization of such party;

•      non-contravention of all material agreements relating to the Contributed Assets of such party;

•      no consents required from third parties with respect to the transfer of Contributed Assets to the JV or the assumption of the Transferred Liabilities by the JV (with exception of H’s transferred debt);

•      each such party has good title to, and upon closing of the Contribution Agreement, the JV will have good title to, or in the case of any leased real property or personal property has valid leasehold interests in, and upon contribution the JV will have valid leasehold interests in, all Contributed Assets. Each of the Contributed Assets shall be free of any mortgage, lien, pledge, charge, security interest or encumbrance (collectively, “Liens”), with the exception of:

•      Liens disclosed in the financial statements of such party or as a matter of public record set forth specifically in the Contribution Agreement;

•      Liens for taxes, assessments and similar charges that are not yet due; and

•      mechanic’s, materialman’s, carrier’s, repairer’s and other similar Liens arising or incurred in the ordinary course of business or that are not yet due and payable.

•      each such party has contributed to the JV all such rights, privileges, property and assets as are required to operate the business or activities related to such party’s Contributed Assets in the ordinary course of business consistent with past practices of such party;

•      all of such party’s inventories arising from or otherwise relating to the Contributed Assets are owned free and clear of all Liens. All such inventories consist of items of a quality usable or saleable in the normal course of business consistent with past practices of such party and are and will be in quantities sufficient for the normal operation of the business of the JV;

•      all accounts receivable contributed by a party will, at the closing of the Contribution Agreement, be valid, genuine and fully collectible in the aggregate amount thereof, subject to reasonable and customary reserves for doubtful accounts;

•      the intellectual property contributed by a party is not, and upon contribution shall not be, subject to any outstanding judgment, injunction, order, decree or agreement restricting the use thereof by the JV or restricting the licensing thereof by the JV to any person;

•      all intercompany arrangements and accounts relating to such party’s Contributed Assets (other than as specifically disclosed in the Contribution Agreement) have been terminated prior to the Closing of the Contribution Agreement;

•      none of such party’s Contributed Assets are bound by any material contracts (other than as specifically disclosed in the Contribution Agreement);

•      no material litigation affecting such party’s Contributed Assets;

•      compliance with laws, regulations and court orders;

•      no undisclosed material liabilities with respect to such party’s Contributed Assets;

•      employee and employee benefit matters with respect to such party’s Contributed Assets; and

•      environmental and tax matters.

•      From the date of the Contribution Agreement until the closing of the Contribution Agreement, C and H shall conduct all business in connection with their Contributed Assets in the ordinary course and shall use their reasonable best efforts to preserve intact the relationships with third parties and, in the case of H, to keep available the services of the

present employees. C and H will not commit or agree to commit any action that would make any representation or warranty of such party under the Contribution Agreement untrue, or omit or agree to omit to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time; and

•      H and C will continue to maintain insurance coverage through the closing of the Contribution Agreement, at levels consistent with past practices, with respect to such party’s Contributed Assets.

•      receipt of all requisite antitrust approvals in the U.S.;

•      the consummation of the merger of Holdco into CH;

•      the execution of all agreements described in the Commitment Letter (including the Annexes thereto) and the satisfaction of all conditions to all such agreements set forth in the agreements or the Commitment Letter by all requisite parties; and

•      the absence of any injunctions preventing the consummation of the transactions contemplated hereby.

•      by any party if any closing condition is incapable of being satisfied, provided that the party seeking to terminate is not responsible for such condition not being satisfied.

C and H

Each of C and H will indemnify the JV against any damages arising out of liabilities not expressly assumed by the JV and any material misrepresentations by such party.

D will indemnify the JV with respect to 49% of any damages suffered by the JV as a result of the existence of any liability of CH in existence as of the closing of the Contribution Agreement not either publicly disclosed, provided for in the financial statements of CH, arising out of any agreements or arrangements which are publicly disclosed or available, or which have otherwise been disclosed to C, H or the JV in writing.

D’s obligations under the indemnity will be subject to a deductible of $2,000,000 and a cap of $10,000,000 and will expire 12 months from the closing of the Contribution Agreement.

Limitations regarding Misrepresentations

The indemnity for material misrepresentations shall survive for 12 months from the Closing and be subject to an individual deductible of $1,000,000 in connection with H’s indemnity and $500,000 in connection with C’s indemnity.

Neither C nor H shall be required to indemnify the JV in an amount greater than $10,000,000.

following such date during such taxable period on the other hand, between the respective party contributing such assets and the JV.

All excise, sales, use, value added, registration, stamp, recording, documentary, conveyancing, franchise, property, transfer, gains and similar taxes, levies, charges and fees incurred in connection with the transactions contemplated by the Contribution Agreement shall be borne by the JV.

The JV shall use its best efforts to negotiate, and shall bear all costs and expenses in connection with any negotiations, with CH’s creditors to assign all of CH’s debt instruments (including all private placement notes and bank credit agreements) to the JV. In the event that such debt instruments cannot be assigned, the JV shall, at its own cost and expense and for its own account, cause all necessary actions to be taken to discharge all of CH’s obligations, including principal, interest, penalties and all costs and expenses in connection therewith, under such debt instruments.

All costs and expenses in connection with the negotiation or refinancing of H’s debt in connection with this Contribution Agreement shall be borne pro rata by the JV and H according to the following formula:

•      the JV will pay the percentage of such costs that corresponds to the percentage of the value of all debt that is to be contributed by H to the JV; and

•      H will pay the percentage of such costs that corresponds to the percentage of the value of all debt that is retained by H,

except that all costs and expenses incurred in connection with the division of the debt collateral between the Contributed Assets and the assets to be retained by H shall be borne by H.

of the Code, and (y) in part a sale by CH of its assets to JV under Section 707 of the Code. Notwithstanding the foregoing, there is no intention for the JV to indemnify any party other than to indemnify CH, for tax liabilities arising out of such party’s contribution.

The parties will negotiate in good faith to agree the fair market values of the specific categories of assets contributed by C, H and Holdco as of the closing of the Contribution Agreement.

Recorded

Official Records

County Of

NAPA

JOHN TUTEUR

Recorder

02:25PM 04-Jun-1999

REC FEE         16.00

PCOR FE       20.00

SS

Page 1 of 4

RECORDING REQUESTED BY AND

WHEN RECORDED MAIL TO

Farella Braun & Martel LLP

899 Adams Street, Suite G

St. Helena, CA 94574

ATTN.: Jeffrey P. Newman, Esq.

                                         117088-F

APN: 031-080-009, 031-080-027

        See separate declaration for transfer tax.

Documentary Transfer Tax $ DECLARATION FILED

Computed on full value of Property Conveyed, or

Computed on full value less liens & encumbrances

remaining thereon at time of sale.

[ILLEGIBLE]

¨

personally known to me, OR

[SEAL]

WITNESS my hand and official seal

Signature

/s/ Cornelia M. Bell

Class

Description

B

B

B

B

B

B

B

B

B

B

B

B

B

B

B

B

FE

FE

LI

LI

LI

LI

LI

LI

LI

LI

LI

LI

LI

LI

LI

LI

LI

LI

LI

LI

LI

LI

LI

LI

LI

LI

LI

LI

ME

ME

ME

Class

Description

ME

T

T

T

V

V

V

V

V

V

V

V

V

V

V

V

V

V

V

V

V

V

V

V

V

V

V

V

V

V

V

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

Class

Description

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

Class

Description

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

VE

L

030-060-049

030-060-052

030-060-055

030-060-051

030-060-053

030-060-057

030-060-059

030-060-050

030-060-054

030-060-056

030-060-058

Parcel #

  1 030-060-053

  2 030-060-052

  3 030-060-051

  4 030-060-050

  5 030-060-054

  6 030-060-049

  7 030-060-059

  8 030-060-055

  9 030-060-056(060)

10 030-060-057

11 030-060-058(061)

Total

Total (Less Retained)

Rights to build residences on contributed parcels are not being contributed

Description