On August 10, 2018 (the Effective Date), Constellation Brands, Inc, CIH International S. r.l, CB International Finance S. r.l, Bank of America, N. A and certain other lenders entered into a Restatement Agreement that amended and restated the Sixth Amended and Restated Credit Agreement dated as of July 14, 2017, by and among the Company, CIH, CBIF, the Administrative Agent and the other lenders thereto (the Sixth Restated Credit Agreement and as amended and restated by the Restatement Agreement, the Seventh Restated Credit Agreement). The principal changes to the Sixth Restated Credit Agreement effected by the Restatement Agreement are (i) the removal of CIH as a borrower under the Seventh Restated Credit Agreement, (ii) the termination of the European Cross-Guarantee Agreement, and (iii) in certain circumstances where LIBOR cannot be adequately ascertained or available, the addition of a mechanism to provide for the replacement of LIBOR with an alternative benchmark rate. Certain of the Lenders, the Administrative Agent and their affiliates have performed, and may in the future perform, various commercial banking, investment banking, lending, underwriting and brokerage services, and other financial and advisory services for the Company and its subsidiaries for which they have received, and will receive, customary fees and expenses. The Company and certain of its subsidiaries have, and may in the future, enter into derivative arrangements with certain of the Lenders and their affiliates. In addition, one of the Lenders is the trustee under an indenture for certain of the Company's outstanding notes. Certain of the Lenders or their affiliates and affiliates of the Administrative Agent are lenders under certain credit facilities to a Sands family investment vehicle that, because of its relationship with members of the Sands family, is an affiliate of the Company. Such credit facilities are secured by pledges of shares of class A common stock of the Company, class B common stock of the Company, or a combination thereof and personal guarantees of certain members of the Sands' family, including Richard Sands and Robert Sands. This Restatement Agreement shall become effective on the date (the Seventh Restatement Effective Date) when each of the following conditions shall be satisfied: (a) the Administrative Agent shall have received counterparts to this Restatement Agreement, duly executed and delivered by each Borrower, CIH, each Guarantor, the Administrative Agent, the Swingline Lender, each Issuing Bank and each of the Lenders under the Original Credit Agreement; (b) the representations and warranties of the Borrowers set forth in Section 4 hereof shall be true and correct in all material respects (except to the extent that any representation and warranty that is qualified by materiality shall be true and correct in all respects); at the time of and immediately after giving effect to this Restatement Agreement, no Default shall have occurred and be continuing; the Administrative Agent shall have received a certificate in a form reasonably satisfactory to the Administrative Agent signed by a Responsible Officer of the Company certifying that the conditions specified in clauses (b) and (c) above has been satisfied; (e) at least three days prior to the Seventh Restatement Effective Date, any Borrower that qualifies as a legal entity customer under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower; (f) all European Revolving Loans and European Swingline Loans made to CIH under the Original Credit Agreement, together with unpaid interest and fees accrued in connection therewith, shall have been paid in full; and (g) the Borrowers shall have paid, by wire transfer of immediately available funds, all reasonable and documented in reasonable detail costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable as previously agreed, in the case of the costs and out-of-pocket expenses, to the extent invoiced at least three Business Days prior to the Seventh Restatement Effective Date.