Completion of Acquisition or Disposition of Assets

Exhibit 2.1

Deed of Amendment and
Restatement to the Share
Subscription Agreement

Constellation Brands, Inc.
CBI

Vincor U.K. Limited
Vincor U.K.

CBI Australia Holdings Pty Limited
CBI Australia

Perpetual Trustee Company Limited as trustee of the CHAMP Buyout III Trust
CHAMP III Australia

Perpetual Corporate Trust Limited as trustee of the CHAMP Buyout III (SWF) Trust
CHAMP III SWF

CHAMP Buyout III Pte Ltd
CHAMP III Singapore

Canopus Holdco Limited
CHAMP III Cayman

Gilbert + Tobin

Date:          31 January 2011

Parties

	1		Constellation Brands, Inc. of 207 Highpoint Drive, Building 100, Victor, New York 14564 (CBI)
	2		Vincor U.K. Limited of Constellation House, The Guildway, Old Portsmouth Road, Artington, Guildford, Surrey, GU3 1LR (Vincor U.K.)
	3		CBI Australia Holdings Pty Limited of ‘Reynell Road’, Reynella, South Australia, 5161 (CBI Australia)
	4		Perpetual Trustee Company Limited as trustee of the CHAMP Buyout III Trust of Level 12, 123 Pitt Street, Sydney, New South Wales, 2000 (CHAMP III Australia)
	5		Perpetual Corporate Trust Limited as trustee of the CHAMP Buyout III (SWF) Trust of Level 12, 123 Pitt Street, Sydney, New South Wales, 2000 (CHAMP III SWF)
	6		CHAMP Buyout III Pte Ltd of 6 Battery Road, #12-08, Singapore, 049909 (CHAMP III Singapore)
	7		Canopus Holdco Limited of Walker House, 87 Mary Street, KY1-9001, George Town, Grand Cayman, Cayman Islands (CHAMP III Cayman)

The parties agree

1

Background

	A		The parties to this deed are each parties to the share subscription agreement dated 23 December 2010 (the Existing Agreement).
	B		The parties to this deed have agreed to amend and restate the Existing Agreement as at the date of this deed in the manner set out in this deed so that it is in the form of, and its terms are as set out in, Appendix A (the Existing Agreement as amended and restated under this deed being the Amended and Restated Agreement).

2

Dictionary and interpretation

	2.1		Defined Terms
			Unless otherwise defined in this deed or the context requires otherwise, terms or expressions which are defined in the Amended and Restated Agreement have the same meaning in this deed.
	2.2		Interpretation
			Clause 1.9 to the Existing Agreement applies to this deed as if it were expressly set out in this deed.

3

Consideration

Each party to this deed acknowledges that it has received valuable consideration for entering into this deed (including each party agreeing to enter this deed) from the other parties to this deed.

Gilbert + Tobin		page | 1

4

Amendment and Restatement

On and from the date of this deed, the Existing Agreement is amended and restated so that it is in the form of, and its terms are those set out in, the Amended and Restated Agreement.

5

Effect of Amendments

	5.1		Effect of the amendment and restatement on the Existing Agreement
			The parties acknowledge and agree that it is their intention that:

	(a)		the effect of this deed is merely to amend and restate the Existing Agreement; and
	(b)		this deed does not, and is not intended to rescind or terminate the Existing Agreement.

5.2

Ratification, confirmation and consent

Other than as amended and restated by this deed, the Existing Agreement remains in full force and effect and the parties ratify and confirm the Existing Agreement as amended and restated by this deed.

5.3

Amendments not to affect rights or obligations

Nothing in this deed affects any right or obligation arising under the Existing Agreement before the date of this deed except as expressly provided in this deed.

6

Representations and warranties

Each of the parties to this deed represents and warrants on execution and delivery of this deed that all its representations and warranties in the Existing Agreement are true as though they had been made at that date in respect of the facts and circumstances then subsisting.

7

Trustee liability limitation

Clause 27 of the Existing Agreement applies to this deed as if expressly set out in this deed.

8

General

Clause 30 of the Existing Agreement applies to this deed as if expressly set out in this deed.

9

Governing law

This deed is governing by the law in force in New South Wales and each party submits to the non-exclusive jurisdiction of the courts of that place.

Gilbert + Tobin		page | 2

Execution page

EXECUTED as a deed

Signed for and on behalf of Constellation Brands, Inc by its authorised signatory in the presence of:
/s/ Barbara J. LaVerdi					/s/ Robert Sands
Signature of witness					Signature of authorised signatory
Barbara J. LaVerdi					Robert Sands
Full name of witness					Full name of authorised signatory
Signed for and on behalf of CBI Australia Holdings Pty Limited by its authorised signatory in the presence of:
/s/ Robert Ryder					/s/ Robert Sands
Signature of witness Director					Signature of authorised signatory Director
Robert Ryder					Robert Sands
Full name of witness Director					Full name of authorised signatory Director
Signed for and on behalf of Vincor U.K. Limited by its authorised signatory in the presence of:
/s/ Esther Clothier					/s/ James Lousada
Signature of witness					Signature of authorised signatory
Esther Clothier					James Lousada
Full name of witness					Full name of authorised signatory

Signed, sealed and delivered for and on behalf of CHAMP BUYOUT III PTE LTD in the presence of:		) ) ) )
/s/ Shane Gong				/s/ Nathaniel Childres
Signature of witness				Signature of director
Shane Gong				Nathaniel Childres
Name of witness (print)				Name of director (print)

Gilbert + Tobin		Execution | page | 3

Executed and delivered by
Laren Gillespie			)
for and on behalf of			)			/s/ Laren Gillespie
CANOPUS HOLDCO LIMITED			)			By:
in the presence of:			)			Laren Gillespie
			)			Authorised Signatory

/s/ Peter Embleton
Witness
Peter Embleton
Name of witness (print)
SIGNED, SEALED AND DELIVERED by PERPETUAL TRUSTEE COMPANY LIMITED as trustee for CHAMP BUYOUT III TRUST by its attorneys under power of attorney dated 31 March 2009:		) ) ) ) ) )
....../s/ Mathew Neece......   Signature of attorney				....../s/ Vincent Touchard......   Signature of attorney
......Mathew Neece, Manager...   Name of attorney				..Vincent Touchard, Senior Manager..   Name of attorney
in the presence of:				in the presence of:
.../s/ Alastair Corrigall...   Signature of witness				.../s/ Ann Touchard...   Signature of witness
......Alastair Corrigall...   Name of witness (block letters)				...Ann Touchard...   Name of witness (block letters)
SIGNED, SEALED AND DELIVERED by PERPETUAL CORPORATE TRUST LIMITED as trustee for CHAMP BUYOUT III (SWF) TRUST by its attorneys under power of attorney dated [31 March 2009]:		) ) ) ) ) )
....../s/ Mathew Neece......   Signature of attorney				....../s/ Vincent Touchard...   Signature of attorney
......Mathew Neece, Manager...   Name of attorney				..Vincent Touchard, Senior Manager..   Name of attorney
in the presence of:				in the presence of:
.../s/ Alastair Corrigall...   Signature of witness				.../s/ Ann Touchard...   Signature of witness
......Alastair Corrigall...   Name of witness (block letters)				...Ann Touchard...   Name of witness (block letters)

Gilbert + Tobin		Execution | page | 4

Appendix A – Amended and Restated Agreement

Gilbert + Tobin		page | 5

CLAYTON UTZ

Share subscription agreement

Constellation Brands, Inc.

CBI

Vincor U.K. Limited

Vincor U.K.

CBI Australia Holdings Pty Limited

CBI Australia

Perpetual Trustee Company Limited as trustee of the CHAMP Buyout III Trust

CHAMP III Australia

Perpetual Corporate Trust Limited as trustee of the CHAMP Buyout III (SWF) Trust

CHAMP III SWF

CHAMP Buyout III Pte Ltd

CHAMP III Singapore

Canopus Holdco Limited

CHAMP III Cayman

Clayton Utz
Lawyers
Levels 19-35 No. 1 O’Connell Street Sydney NSW 2000 Australia
PO Box H3 Australia Square Sydney NSW 1215
T +61 2 9353 4000 F +61 2 8220 6700

www.claytonutz.com

Contents

1.		Definitions and interpretation					1
		1.1		Definitions			1
		1.2		Reasonable endeavours			19
		1.3		Knowledge and awareness of CBI			19
		1.4		Discharge by another Constellation Group Company			19
		1.5		Business days			19
		1.6		CHAMP III Buyout			19
		1.7		Subscribers			20
		1.8		Representatives			21
		1.9		General rules of interpretation			21
2.		Conditions precedent					22
		2.1		Conditions			22
		2.2		Reasonable endeavours to satisfy Conditions			22
		2.3		Subscribers’ obligations in relation to Regulatory Condition			23
		2.4		Notice in relation to satisfaction of Conditions			23
		2.5		Waiver of Conditions			23
		2.6		Failure of Conditions			23
3.		Subscription and issue of New Shares					24
		3.1		Issue and subscription			24
		3.2		New Shares to be issued by each Company			24
		3.3		Subscribers to subscribe for New Shares			24
4.		Subscription and issue of New Loan Notes					24
		4.1		Issue and subscription to the Subscribers			24
		4.2		New Loan Notes to be issued by each Company			24
		4.3		Subscribers to subscribe for New Loan Notes			24
5.		Equity Commitment Letter					25
6.		Subscription Price					25
		6.1		Initial Subscription Price			25
		6.2		Adjustment to Initial Australian Subscription Price			26
		6.3		Payment of Subscription Price			27
		6.4		Payment of Initial New Loan Note Subscription Price			27
		6.5		Payment of Additional New Loan Note Subscription Price			27
		6.6		Foreign exchange movements			28
		6.7		Management incentives			28
		6.8		Transaction costs			28
7.		Period before Completion					28
		7.1		Subscriber access			28
		7.2		Conduct of Business			29
		7.3		Assignment of trade marks and domain names to Brand Companies			30
		7.4		Assignment of trade marks and domain names by Brand Companies			30
		7.5		Pre-Completion Restructure Steps			30
		7.6		Consents			31
		7.7		Term Sheets and Definitive Agreements			31
		7.8		MC Debt			32
		7.9		U.K. Investment Deed			33

8.		Completion					33
		8.1		Time and place for Completion			33
		8.2		Provision of information before Completion			33
		8.3		Companies delivery obligations			34
		8.4		Delivery method			35
		8.5		Board meetings			35
		8.6		Constitution			35
		8.7		Subscriber payment and delivery obligations			35
		8.8		Interdependence of obligations at Completion			35
		8.9		Notice to complete			35
		8.10		Remedies for failure to comply with notice			36
		8.11		Measure of damages			36
		8.12		Title and risk			37
9.		Adjustment to Subscription Price					37
		9.1		Stocktake			37
		9.2		Preparation of Completion Balance Sheet			37
		9.3		Parties' response to Draft Completion Balance Sheets			38
		9.4		Resolution of disputes and finalisation of Completion Balance Sheets			38
		9.5		Determination by the Expert			39
10.		Repayment of indebtedness					40
		10.1		Existing intra-group indebtedness			40
		10.2		Existing Third Party Indebtedness			40
		10.3		CBA Facility			40
11.		Outstanding Intercompany Debt and Constellation Subscription Price Adjustments					40
		11.1		Adjustment of Outstanding Intercompany Debt			40
		11.2		Further Adjustments			41
		11.3		Repayment of Outstanding Intercompany Debt			42
		11.4		Forgiveness of Outstanding Intercompany Debt			42
		11.5		Vincor U.K. ordinary shares			42
12.		Release of Guarantees					43
		12.1		Brand Company Guarantees			43
		12.2		Constellation Group Guarantees			43
		12.3		CBI Retained Guarantees			43
13.		Other obligations following Completion					44
		13.1		Access to Records			44
		13.2		Access to records of the Companies			44
		13.3		Constellation Names			45
		13.4		Management of the Meritus Retained Assets			45
		13.5		Assets Held for Sale			45
14.		Warranties					46
		14.1		Warranties			46
		14.2		Warranties separate			46
		14.3		Subscribers’ acknowledgments			46
		14.4		Reliance			47
		14.5		Warranties by the Subscribers			47
15.		Pension Plans					47

16.		Indemnity A					47
17.		Supply Agreement					47
18.		Indemnity B					47
19.		Limitations of liability					47
		19.1		Disclosure and knowledge			47
		19.2		Notice and time limits for Claims			48
		19.3		Details of Claim			49
		19.4		Access to information			49
		19.5		Minimum amount for Warranty Claims			49
		19.6		Threshold for Warranty Claims			49
		19.7		Insurance coverage			49
		19.8		Other limitations			49
		19.9		Tax Adjustments			50
		19.10		Maximum recovery			52
		19.11		Rights against third parties			52
		19.12		Reimbursement of benefits subsequently received			52
		19.13		Mitigation			53
		19.14		Exclusion of certain losses			53
		19.15		No action against officers and employees			53
		19.16		Circumstances where limitations not to apply			53
20.		Third Party Claims					53
		20.1		Notice			53
		20.2		Obligations after notice given			54
		20.3		Assumption of conduct by CBI			54
		20.4		Effect of assumption of conduct by CBI			54
21.		Tax Indemnity and Tax Assessments					55
		21.1		Tax Indemnity			55
		21.2		Treatment of Brand Company			56
		21.3		Allocation of Amounts Under Clause 21.1			56
		21.4		Notice			56
		21.5		Obligations after notice given			56
		21.6		CBI's response to notice			57
		21.7		Effect of CBI's notice			57
		21.8		Subscribers’ Right to require payment of Tax			58
		21.9		Subscribers’ rights to settle			58
		21.10		Mitigation			58
		21.11		CBI Tax Indemnity			59
		21.12		Subscriber Tax Indemnity			59
22.		Tax Returns and tax audits					59
		22.1		Tax Returns relating to periods ending on or before Completion			59
		22.2		Tax returns relating to periods ending after Completion			60
		22.3		Assistance from CBI			60
		22.4		Disputes			60
		22.5		Tax audits and investigations			61
23.		VAT Group					61
		23.1		Removal from VAT Group			61
		23.2		Payment of VAT			61
24.		Guarantee and indemnity					62

		24.1		Guarantee			62
		24.2		Separate and principal obligations			62
		24.3		Obligations of CBI unaffected			62
		24.4		Indemnity			62
25.		Confidentiality					62
		25.1		No announcement or other disclosure of transaction			62
		25.2		Permitted disclosure			62
		25.3		No use or disclosure of Confidential Information			63
26.		Termination					63
		26.1		Termination by either party			63
		26.2		Effect of termination			64
27.		Payments					64
		27.1		Direction			64
		27.2		Method of payment			64
		27.3		No deduction			64
		27.4		Gross-up for withholdings			64
		27.5		Default interest			65
28.		GST					65
		28.1		Interpretation			65
		28.2		Reimbursements and similar payments			65
		28.3		GST payable			65
		28.4		Variation to GST payable			65
29.		Trustee liability limitation					66
		29.1		Trust			66
		29.2		Capacity			66
		29.3		Limitation of liability			66
		29.4		No action			66
		29.5		Exceptions			67
		29.6		Manager			68
		29.7		No obligation			68
30.		Notices					68
		30.1		How notice to be given			68
		30.2		When notice taken to be received			70
31.		Entire agreement					70
32.		General					70
		32.1		Amendments			70
		32.2		Assignment			70
		32.3		Consents			70
		32.4		Costs			71
		32.5		Counterparts			71
		32.6		Further acts and documents			71
		32.7		No merger			71
		32.8		Severance			71
		32.9		Stamp duties			71
		32.10		Waivers			72
33.		Governing law and jurisdiction and service of process					72
		33.1		Governing law			72

		33.2		Jurisdiction			72
Schedule 1
Schedule 2 Details of the Companies
Schedule 3 Details of the Subsidiaries
Schedule 4 Brand Business
Schedule 5 Real Property
Schedule 6 Encumbrances and Guarantees
Schedule 7 Warranties
Schedule 8 Subscribers Warranties
Schedule 9 Material Contracts
Schedule 10 Completion Balance Sheet
Schedule 11 Assets Held For Sale
Schedule 12 Meritus Retained Assets
Schedule 13 Pension Plans
Schedule 14 Indemnity A
Schedule 15 Supply Agreement
Schedule 16 Indemnity B
Schedule 17 Term Sheets
Attachment 1 Disclosure Letter
Attachment 2 Index of Due Diligence Materials
Attachment 3 Due diligence questions and answers
Attachment 4 Equity Commitment Letter
Exhibit 1 Scott Wilson Geotechnical Report

Share subscription agreement dated 23 December 2010

Parties		Constellation Brands, Inc. of 207 Highpoint Drive, Building 100, Victor, New York 14564 (CBI)
		Vincor U.K. Limited of Constellation House, The Guildway, Old Portsmouth Road, Artington, Guildford, Surrey, GU3 1LR (Vincor U.K.)
		CBI Australia Holdings Pty Limited of ‘Reynell Road’ Reynella South Australia 5161 (CBI Australia)
		Perpetual Trustee Company Limited as trustee of the CHAMP Buyout III Trust ACN 000 001 007 of Level 12, 123 Pitt Street, Sydney (CHAMP III Australia)
		Perpetual Corporate Trust Limited as trustee of the CHAMP Buyout III (SWF) Trust ACN 000 341 533 of Level 12, 123 Pitt Street, Sydney (CHAMP III SWF)
		CHAMP Buyout III Pte Ltd Registration No. 200909086E of 6 Battery Road, #12-08 Singapore, 049909 (CHAMP III Singapore)
		Canopus Holdco Limited of Walker House, 87 Mary Street KY1-9001 George Town, Grand Cayman, Cayman Islands (CHAMP III Cayman)

Background

A.		The Companies have agreed to issue and the Subscribers have agreed to subscribe for the New Shares and the New Loan Notes on the terms and conditions of this agreement.
B.		CBI has agreed to guarantee the obligations of the Companies under this agreement on the terms and conditions of this agreement.

Operative provisions

1.

Definitions and interpretation

1.1

Definitions

In this agreement:

Accounting Standards means, at the relevant measurement date:

(a)

in relation to CBI Australia and its Subsidiaries:

	(i)		the requirements of the Corporations Act about the preparation and contents of financial reports;
	(ii)		the accounting standards approved under the Corporations Act; and
	(iii)		generally accepted accounting principles, policies, practices and procedures in Australia to the extent not inconsistent with the accounting standards described in paragraph (ii); and

(b)

in relation to Constellation Europe and its Subsidiaries:

	(i)		the requirements of the Companies Act 2006 of the United Kingdom about the preparation and contents of financial reports; and
	(ii)		the UK Generally accepted Accounting Practice.

Additional New Loan Notes mean 4,000,000 Loan Notes to be issued by CBI Australia.

Additional New Loan Note Subscription Price means the subscription price for the Additional New Loan Notes, being $4,000,000.

Additional Subscription Date means the later of:

	(a)		4 Business Days after Completion; and
	(b)		the date that is 2 Business Days after receiving payment from CBI pursuant to clause 6.6(a).

Adjustment Payment Date means the date which is 15 Business Days after the date on which the Australian Working Capital Amount and European Working Capital Amount are finally determined in accordance with clause 9 or any other date agreed between the Companies and the Subscribers in writing.

ASIC means the Australian Securities and Investments Commission.

Asset means each asset owned or held by the Brand Companies or exclusively used in the Brand Business, including any assets held under any financing or operating lease.

Assets Held For Sale means those assets identified in Schedule 11.

Auditor means KPMG as the auditor of the Brand Companies.

Australian Completion Balance Sheet has the meaning given in clause 9.3(c).

Australian Investment Deed means the so titled deed dated on or about the date of this agreement between CBI and the Subscribers in relation to CBI Australia.

Australian New Loan Note Subscription Price means the Initial Australian New Loan Note Subscription Price plus the Additional New Loan Note Subscription Price.

Australian Working Capital Amount means the working capital amount shown in the Australian Completion Balance Sheet, less any Contributed Working Capital expressed in A$.

Australian Subscription Price Adjustment has the meaning given in clause 6.2

Authorisation means any licence, consent, approval, permit, registration, accreditation, certification or other authorisation given or issued by any Regulatory Authority or any other person.

Bottling Supply Agreement means an agreement of that name (or similar) between a relevant bottling services entity and a buying entity, as such entities are contemplated in, and as such agreement will be prepared in accordance with clause 7.7 and otherwise substantially on the basis of the principles set out in the corresponding Term Sheet agreed by CBI and the Subscribers prior to the date of this agreement.

Brand Business means the business conducted by the Brand Companies including wine production and distribution in Australia, the U.K., Europe, Japan and South Africa.

Brand Company means each of the Companies and each of their Subsidiaries.

Brand Company Guarantee means any Guarantee provided by any Brand Company in relation to the obligations of any Constellation Group Company, including each Guarantee specified in part 1 of Schedule 6.

Brand Group means all of the Brand Companies.

Brand Intellectual Property means all Intellectual Property Rights used in the conduct of the Brand Business as presently conducted at the Completion Date and specifically includes the Trade Marks, the Business Names, the Domain Names and the Licensed Intellectual Property.

Bulk Wine Supply Agreement means an agreement of that name (or similar) between a relevant buying entity and a relevant supplying entity, as such entities are contemplated in, and as such agreement will be prepared in accordance with clause 7.7 and otherwise substantially on the basis of the principles set out in, the corresponding Term Sheet agreed by CBI and the Subscribers prior to the date of this agreement.

Business Day means a day that is not a Saturday, Sunday or public holiday and on which banks are open for business generally in New South Wales.

Business Names means each of the business names specified in part 2 of Schedule 4.

BVE Debt means the Facility Agreement dated 25 June 2007 as amended between Commonwealth Bank of Australia and Barossa Valley Estate Ltd.

CBA Facility means the Facility Agreement dated 23 December 2003 (as amended) between Commonwealth Bank of Australia and each of Constellation Australia Limited, Houghton Wines (Western Australia) Pty Ltd, The Western Australian Winegrowers’ Association Pty Ltd, The Stanley Wine Company Pty Ltd, GSI Holdings Pty Ltd, Vineyards (Australasia) Pty Ltd, International Cellars Australia Pty Ltd, Walter Reynell & Sons Wines Pty Ltd, BRL Hardy Finance Pty Limited, Thomas Hardy Hunter River Pty Ltd, Vincor Australia Pty Ltd, Goundrey Wines Pty Ltd, Fox River Wines Pty Ltd, Langton Wines Pty Ltd, Amberley Estate Pty Ltd and Constellation Brands Inc.

CBI means Constellation Brands, Inc.

CBI Australia means CBI Australia Holdings Pty Ltd ACN 103 359 299, the details of which are set out in Schedule 2.

CBI Australia Consolidated Group means the Consolidated Group of which CBI Australia is the Head Company.

CBI Australia Loan Notes means the Initial CBI Australia Loan Notes plus the Additional New Loan Notes that will together represent on the Additional Subscription Date, 80.1% of the outstanding Loan Notes on issue in CBI Australia.

CBI Australia Shares means:

	(a)		84,944,582 convertible redeemable preference shares; and
	(b)		20,205,224 ordinary fully paid shares,

in each case carrying the rights set out in Schedule 5 of the Australian Investment Deed and, on Completion, representing 80.1% of the issued capital in CBI Australia.

CBI Leasingham Amount means:

	(a)		if the Leasingham Sale completes after Completion and at least 4 Business Days prior to the Adjustment Payment Date, an amount equal to 37.58% of the proceeds of that sale (net of any costs and taxes) received by the relevant Brand Company; and
	(b)		otherwise means zero but will remain payable in accordance with clause 13.5(a).

CBI Loan Notes means the Loan Notes held by CBI (or a wholly owned subsidiary of CBI) in each of CBI Australia and Vincor U.K. as set out in the second column of the second table in Schedule 1 in each case:

	(a)		carrying the rights set out in the loan note deed polls executed by each of CBI Australia and Vincor U.K., the form of which is attached as Attachment B to each of the Investment Deeds;
	(b)		issued for a subscription price of:

	(i)		in respect of the Loan Notes issued by CBI Australia, $17,451,886; and
	(ii)		in respect of the Loan Notes issued by Vincor U.K. £4,781,970; and

(c)

that will:

	(i)		in the case of CBI Australia, on the Additional Subscription Date represent 19.9% of the outstanding Loan Notes on issue in CBI Australia; and
	(ii)		in the case of Vincor U.K., at Completion represent 19.9% of the face value of the outstanding Loan Notes on issue in Vincor U.K.

CBI Retained Guarantees means the Guarantees set out Part 3 of Schedule 6.

CBI Shares means the shares held by CBI (or a wholly owned subsidiary of CBI) in each of CBI Australia and Vincor U.K. as set out in the second column of the first table in Schedule 1 in each case:

	(a)		carrying the rights set out in Schedule 5 of each of the Investment Deeds;
	(b)		issued for a subscription price per share equal to the subscription price per share or subscription price per Equivalent Share (as applicable) issued to the Subscribers (including as adjusted pursuant to clause 6); and
	(c)		that will on completion, represent 19.9% of the issued capital in each Company.

CBI Stonehaven Amount means:

	(a)		if the Stonehaven Sale completes after Completion and at least 4 Business Days prior to the Adjustment Payment Date, an amount equal to 37.58% of the proceeds of that sale (net of any costs and taxes) received by the relevant Brand Company; and
	(b)		otherwise means zero but will remain payable in accordance with clause 13.5(a).

CEL means Constellation Europe Limited.

CHAMP III Buyout means CHAMP III Singapore and CHAMP III Cayman.

Claim means any claim, demand or cause of action whether arising in contract, tort, under statute or otherwise in relation to:

	(a)		any provision of a Transaction Document;
	(b)		the New Shares or their issue;
	(c)		the New Loan Notes or their issue; or
	(d)		any other matter connected with any Brand Company.

Claim Notice has the meaning given in clause 19.3.

Companies means Vincor U.K. and CBI Australia.

Completion means the completion of:

	(a)		the issue of and subscription for the New Shares in accordance with clause 8; and
	(b)		the issue of and subscription for the Initial New Loan Notes in accordance with clause 8.

Completion Balance Sheets means the balance sheets prepared and finalised in accordance with clause 9.

Completion Cash means:

	(a)		cash at bank of the Brand Companies at close of business on the Completion Date;
	(b)		less the Constellation Australian Subscription Price;
	(c)		less the Constellation Australia Loan Note Subscription Price;
	(d)		less the Initial Australian Subscription Price; and
	(e)		less the Australian New Loan Note Subscription Price,

except to the extent that any of the items in paragraphs (b) to (e) above has been paid to CBI through the Outstanding Intercompany Debt at that time.

Completion Date means the date on which Completion occurs.

Completion Exchange Rate means the exchange rate, as advised to CBI prior to Completion, at which the Subscribers convert the European Subscription Price into GBP for Completion, as evidenced by bank confirmations.

Condition means each condition specified in clause 2.1.

Confidential Information means:

(a)

all information relating to the operations or affairs of any Brand Company including all financial or accounting information, all customer names and lists, terms and conditions of supply, sales records, marketing analysis and research and reports and other marketing information and all trade secrets, know how, operating procedures and technical information; and

(b)

all other information treated by any Brand Company as confidential or capable of being protected at law or equity as confidential information or the disclosure of which might cause loss or damage to or otherwise adversely affect any Brand Company,

in whatever form and in each case including information that has been disclosed by the Companies or any Brand Company or their respective Representatives under the terms of a confidentiality agreement.

Consolidated Group has the meaning given in section 995-1 of the Tax Act.

Constellation Australian Loan Note Subscription Price means the subscription price payable for the Constellation CBI Australia Loan Notes being A$17,451,886.

Constellation Australian Subscription Price means the initial subscription price paid by CBI in relation to the Constellation CBI Australia Shares, having regard to clause 11.1(a).

Constellation Australian Subscription Price Adjustment means the aggregate adjustment to the Constellation Australian Subscription Price to ensure that the subscription price per share issued to CBI by CBI Australia is equal to the Subscription Price per Share or the subscription price per Equivalent Share issued to the Subscribers by CBI Australia.

Constellation CBI Australia Loan Notes means the Loan Notes held by CBI (or a wholly owned subsidiary of CBI) issued by CBI Australia as set out in the second column of the second table in Schedule 1 carrying the rights set out in the loan note deed poll executed by CBI Australia, the form of which is attached as Attachment B to the Australian Investment Deed that will on completion represent 19.9% of the outstanding Loan Notes on issue in CBI Australia.

Constellation CBI Australia Shares means the shares held by CBI (or a wholly owned subsidiary of CBI) in CBI Australia as set out in the second column of the first table in Schedule 1 carrying the rights set out in Schedule 5 of the Australian Investment Deed that will on completion represent 19.9% of the issued capital in CBI Australia.

Constellation Europe means Constellation Europe (Holdings) Limited.

Constellation European Subscription Price means the subscription price paid by CBI in relation to:

	(a)		the Constellation Vincor U.K. Shares; and
	(b)		the Constellation Vincor U.K. Loan Notes,

having regard to clause 11.1(a).

Constellation Group Companies means CBI and each Related Entity of CBI other than each Brand Company.

Constellation Group Guarantee means any Guarantee provided by any Constellation Group Company in relation to the obligations of any Brand Company specified in part 2 of Schedule 6 and includes, for the purposes of clause 12.2, any guarantee provided by a Constellation Group Company in favour of MCHL or Punch Taverns in connection with Punch Taverns’ investment in MCHL.

Constellation Names has the meaning given in clause 13.3.

Constellation Park means the warehouse and distribution unit located at Unit M1, R D Park, Bristol.

		Constellation Park Floor means the floor slab and the underlying supporting structure, foundations piling and soils at the warehouse and production unit occupied by CEL and situated at Constellation Park.
		Constellation Park Construction Team means the professional team involved in and relating to the construction of Constellation Park, including the Constellation Park Floor.
		Constellation Vincor U.K. Loan Notes means the Loan Notes held by CBI (or a wholly owned subsidiary of CBI) issued by Vincor U.K. as set out in the second column of the second table in Schedule 1 carrying the rights set out in the loan note deed poll executed by Vincor U.K., the form of which is attached as Attachment B to the U.K. Investment Deed that will on completion represent 19.9% of the face value of the outstanding Loan Notes on issue in Vincor U.K..
		Constellation Vincor U.K. Shares means the shares held by CBI (or a wholly owned subsidiary of CBI) in Vincor U.K. as set out in the second column of the first table in Schedule 1 carrying the rights set out in Schedule 5 of the U.K. Investment Deed that will on completion represent 19.9% of the issued capital in Vincor U.K..
		Contributed Working Capital means $3,563,186.54.
		Contribution Notice means a contribution notice under section 38 of the Pensions Act 2004.
		Corporations Act means the Corporations Act 2001 (Cth).
		Defaulting Party has the meaning given in clause 8.9.
		Definitive Agreement means a detailed, long form agreement that corresponds to a particular Term Sheet and which is to be negotiated in accordance with clause 7.7 (and clause 7.7(b) in particular).
		Disclosure Letter means the letter from the Companies to the Subscribers dated the same date as this agreement in the form of the letter attached as Attachment 1.
		Disputing Action means in respect of a Tax Assessment, any action to cause the Tax Assessment to be withdrawn, reduced or postponed or to avoid, resist, object to, defend, appear against or compromise the Tax Assessment, and any judicial or administrative proceedings arising out of that action.
		Disputed Item has the meaning given in clause 9.4.
		Distribution Agreement means an agreement of that name (or similar) between a relevant distributing entity and a relevant brand-owning entity, as such entities are contemplated in, and as such agreement will be prepared in accordance with clause 7.7 and on the basis of the principles set out in, the corresponding Term Sheet agreed by CBI and the Subscribers prior to the date of this agreement.
		Domain Names means each of the domain names specified in part 3 of Schedule 4.
		Draft Completion Balance Sheet has the meaning given in clause 9.2.
		Due Diligence Materials means:

(a)

the written information and documents provided to the Subscribers by CBI, the Companies, the Brand Companies and their respective Representatives before the date of this agreement in the virtual data room, an index of which is attached as Attachment 2;and

(b)

the written questions raised by the Subscribers in the due diligence process and the written responses given to those questions by the Companies, the Brand Companies and their respective Representatives before the date of this agreement in the virtual data room, copies of which are attached as Attachment 3.

		Employees means the employees of the Brand Companies at Completion.
		Encumbrance means a mortgage, charge, pledge, lien, encumbrance, security interest, title retention, preferential right, trust arrangement, contractual right of set-off, or any other security agreement or arrangement in favour of any person, whether registered or unregistered or any agreement to create any of these.
		End Date means 30 June 2011 or such other date agreed in writing between the Companies and the Subscribers.
		Enterprise Agreement has the meaning given in section 12 of the Fair Work Act 2009 (Cth).
		Environment means the physical, biological and social aspects and conditions of a particular area, including:

	(a)		land, water, air, atmosphere, climate, living organisms and other matter, things made or altered by humans, ecosystems and social groupings;
	(b)		the social, economic and cultural aspects of a thing specified in paragraph (a); and
	(c)		the interaction of any 2 or more things specified in paragraphs (a) and (b).

		Environmental Law means any law, whether statute or common law, concerning matters potentially impacting upon the Environment and any law relating to the pollution of the Environment.
		Environment Agency means:

	(a)		a Regulatory Authority which is responsible for the administration or enforcement of any law relating to the Environment; and
	(b)		a court or tribunal having jurisdiction with respect to any law relating to the Environment.

		Equity Commitment Letter means the letters in respect of each of the Subscribers in the form set out in Attachment 4.
		Equivalent Shares means:

	(a)		in respect of an ordinary share in Vincor U.K., a preferred ordinary share in Vincor U.K. (and vice versa); and
	(b)		in respect of an ordinary share in CBI Australia, a preferred ordinary share in CBI Australia (and vice versa).

		Estimated Australian Working Capital Amount means the Companies’ best estimate of what the Australian Working Capital Amount will be as at Completion, which must be provided by the Companies to the Subscriber in accordance with clause 8.2(b).
		Estimated European Working Capital Amount means the Companies’ best estimate of what the European Working Capital Amount will be as at Completion, which must be provided by the Companies to the Subscriber in accordance with clause 8.2(b).

		European Completion Balance Sheet has the meaning given in clause 9.3(d).
		European New Loan Note Subscription Price means the subscription price for the Vincor U.K. Loan Notes being £19,248,030.
		European Working Capital Amount means the working capital amount shown in the European Completion Balance Sheet, expressed in £.
		Expert has the meaning given in clause 9.4(c).
		February 2010 Accounts means:

	(a)		in the case of CBI Australia, the draft audited consolidated statutory accounts of CBI Australia and each of its Subsidiaries for the financial year ended on 28 February 2010; and
	(b)		in the case of Constellation Europe, the audited statutory accounts of Constellation Europe and each of its material Subsidiaries for the financial year ended on 28 February 2010.

		Financial Support Direction means a financial support direction under section 43 of the Pensions Act 2004.
		Forgiven Debt means the intercompany debt to be forgiven on the Adjustment Payment Date pursuant to clause 11.4.
		Freehold Properties means each of the Properties described in part 1 of Schedule 5.
		GST has the meaning given in the GST Act.
		GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth) the Value Added Tax Act 1994 (U.K.) or any Law relating to GST of any country, as the context requires.
		GST Return has the meaning given in the GST Act.
		Guarantee means any guarantee, bond, security deposit, letter of credit or suretyship or any other obligation to pay, purchase or provide funds (whether by the advance of money, the purchase of or subscription for shares or other securities, the purchase of assets or services, or otherwise) for the payment or discharge of, to indemnify against the consequences of default in the payment of, or otherwise be responsible for, any indebtedness of, obligation of, liability of or the insolvency of any other person.
		Guarantee Release Date means the date which is 45 days after Completion.
		Head Company has the meaning given in section 995-1 of the Tax Act.
		HMRC mean HM Revenue & Customs.
		Immediately Available Funds means cash, bank cheque or telegraphic or other electronic means of transfer of cleared funds into a bank account nominated in advance by the payee.
		Indemnified Losses means, in relation to any fact, matter or circumstance, all losses, costs, damages, expenses and other liabilities arising out of or in connection with that fact, matter or circumstance including all legal and other professional expenses on a solicitor-client basis incurred in connection with investigating, disputing, defending or settling any claim, action, demand or proceeding relating to that fact, matter or circumstance (including any claim, action, demand or proceeding based on the terms of this agreement).

		Indemnified Person has the meaning given in clause 21.12(b).
		Indemnities of Surety means the indemnities of surety listed in Part 3 of Schedule 6.
		Initial Australian New Loan Note Subscription Price means the subscription price for the Initial CBI Australia Loan Notes being A$66,246,034.
		Initial Australian Subscription Price has the meaning given in clause 6.1(b).
		Initial CBI Australia Loan Notes means 66,246,034 Loan Notes to be issued by CBI Australia.
		Initial New Loan Notes means:

	(a)		in the case of CBI Australia, the Initial CBI Australia New Loan Notes; and
	(b)		in the case of Vincor U.K., the Vincor U.K. Loan Notes.

Initial New Loan Note Subscription Price means:

	(a)		the Initial Australian New Loan Note Subscription Price; plus
	(b)		the European New Loan Note Subscription Price.

		Initial European Subscription Price has the meaning given in clause 6.1(a).
		Input Tax Credit has the meaning given in, or for the purposes of, the GST Act, including any Relief in respect of or against GST.
		Intellectual Property Licences means all agreements under which a Brand Company has the right to use any Intellectual Property Rights owned by a person (other than another Brand Company) or any trade secrets, know-how, operating procedure, technical information or other confidential information of a person (other than another Brand Company).
		Intellectual Property Rights means any and all rights throughout the world, whether registered, registrable or unregistered, in respect of:

	(a)		patents, designs, trade marks and service marks and any applications for, or rights to apply for, registration or renewal of any patent, design, trade mark or service mark;
	(b)		business names, domain names or trade names and any applications for, or rights to apply for, registration or renewal of the same;
	(c)		copyright (including copyright in software, websites, databases and advertising and other promotional materials);
	(d)		all rights to have information (including trade secrets, know-how, operating procedures and technical information) kept confidential; and
	(e)		all other rights or protections having similar effect anywhere in the world.

		Inventory means all raw materials, work in progress, finished goods, consumables and packaging materials held or owned by the Brand Companies.
		Investment Deeds means the Australian Investment Deed and the U.K. Investment Deed.

		Key Personnel means Susan Gardner, Tom Mullin, Paul Hetterich, Garth Hankinson, Kevin Dunham, Troy Christensen, David Hughes, Paul Kassebaum, Simon Williams, James Lousada, Russell Barrett, June Gameau, Neil Truelove and Deepak Malhotra.
		Last Accounts means

	(a)		in the case of CBI Australia, the unaudited consolidated accounts of CBI Australia and each of its Subsidiaries for the six months ended on the Last Balance Date prepared in accordance with US GAAP; and
	(b)		in the case of Vincor U.K., the unaudited consolidated accounts of Constellation Europe for the six months ended on the Last Balance Date prepared in accordance with US GAAP.

		Last Balance Date means 30 August 2010.
		Law means any legislation, regulation, determination, code, principles or ruling passed by any Commonwealth, State or Territory parliament or a Regulatory Authority or a foreign equivalent.
		Leasehold Properties means each of the Properties described in part 2 of Schedule 5.
		Leasingham Adjustment Amount means, if the Leasingham Sale does not complete before Completion, $1,250,444, or otherwise zero.
		Leasingham Sale means the sale of the land and property known as the Leasingham Winery and effluent ponds by Stanley Wine Company Pty Limited to interests associated with Mr Tim Adams under a contract of sale dated 23 December 2010.
		Licensed Intellectual Property has the meaning given to that term in clause 14.3 of Schedule 7.
		Loan Notes means convertible shareholder loan notes issued by the Companies in their Respective Proportions, with the terms set out in the loan note deed polls executed by each of CBI Australia and Vincor U.K., the form of which is attached as Attachment B to the Investment Deeds.
		Loan Note Deed Polls means:

	(a)		in respect of CBI Australia, the Loan Note deed poll in the form attached as Attachment B to the Australian Investment Deed; and
	(b)		in respect of Vincor U.K., the Loan Note deed polls in the forms attached as Attachment B to the U.K. Investment Deed.

Management Accounts means the CEO Reports Package for Constellation Europe and Constellation Australia Limited ACN 008 273 907 for the months each of:

	(a)		September 2010;
	(b)		October 2010; and
	(c)		November 2010.

Material Adverse Change means any change, effect, event, occurrence, state of facts or development arising or occurring after the date of this agreement that is reasonably likely to result in a materially adverse change to the financial condition, results or prospects of the Brand Group taken as a whole other than as a consequence of:

	(a)		the execution or announcement of any Transaction Document and the completion of the transactions contemplated by them;
	(b)		a change in:

	(i)		any Law, any judicial or administrative interpretation of any Law or any practice or policy of a Regulatory Authority (whether or not retrospective in effect);
	(ii)		general industry (that affects the wine industry as a whole), regulatory, political, market or economic conditions prevailing in Australia or the U.K.; or
	(iii)		taxes, foreign exchange rates or interest rates;

	(c)		any fact, matter or circumstance fairly disclosed in the Due Diligence Materials or the Disclosure Letter; or
	(d)		any act of war or terrorism.

		Material Contract means each Material Customer Contract, Material Distributor and Supply Contract and Specified Contract.
		Material Customer Contract means each contact specified in part 1 of Schedule 9.
		Meritus Agreements means the agreements referred to in clause 13.4.
		Material Distributor and Supply Contract means each contract specified in part 2 of Schedule 9.
		MC Debt means the:

	(a)		Senior Loan Facility and Revolving Facility between MCHL and Barclays Bank Plc dated 17 April 2007; and
	(b)		Confidential Invoice Discounting Facility between MCHL, Matthew Clark Wholesale Ltd, Forth Wines Ltd and The Wine Studio Ltd dated 17 April 2007.

		MCHL means Matthew Clark (Holdings) Ltd (formerly Dubwath Ltd).
		Meritus means Meritus Wines Pty Ltd ACN 103 362 232.
		Meritus Retained Assets means each item specified in Schedule 12.
		Modern Award has the meaning given in section 12 of the Fair Work Act 2009 (Cth).
		New Loan Notes means:

	(a)		in the case of CBI Australia, the CBI Australia Loan Notes; and
	(b)		in the case of Vincor U.K., the Vincor U.K. Loan Notes,

as set out in Schedule 1.

New Shares means:

	(a)		in the case of CBI Australia, the CBI Australia Shares; and
	(b)		in the case of Vincor U.K., the Vincor U.K. Shares,

		as set out in Schedule 1.
		Non-Defaulting Party has the meaning given in clause 8.9.
		Outstanding Intercompany Debt means the indebtedness owed by the Brand Companies to Constellation International Holdings Limited being an amount equal to:

	(a)		the Initial Australian Subscription Price;
	(b)		plus the Australian Subscription Price Adjustment;
	(c)		plus the Australian New Loan Note Subscription Price;
	(d)		plus the Constellation Australian Subscription Price;
	(e)		plus the Constellation Australian Subscription Price Adjustment;
	(f)		plus the Constellation Australian Loan Note Subscription Price;
	(g)		plus the CBI Stonehaven Amount;
	(h)		plus the CBI Leasingham Amount;
	(i)		plus the Completion Cash;
	(j)		less the Transaction Costs;
	(k)		less the Contributed Working Capital.

		Where an adjustment referred to above relates to a decrease in the relevant subscription price that amount is to be deducted in the calculation above instead of added.
		Plan Employers means each of the Brand Companies that participate in the U.K. Pension Plans.
		Pre-Completion Restructure Steps means the pre-completion restructure steps substantially in the form notified by CBI to the Subscribers in writing prior to the date of this agreement.
		Pre-completion Return has the meaning given in clause 22.1.
		Properties means the property and premises described in Schedule 5
		Punch Taverns means Punch Taverns (PGE) Limited.
		Records means all originals and copies of all books, records, reports, correspondence, files, manuals and other documents and information created by, owned by, or relating to any Brand Company, whether in printed, electronic or any other form and including all:

	(a)		statutory books and registers, minute books, books of account, trading and financial records, employee records, tax returns and related correspondence;
	(b)		customer lists, supplier lists, price lists, pricing models and sales and marketing materials;

	(c)		title deeds and other documents of title; and
	(d)		originals and copies of all contracts and Authorisations.

Regulatory Authority means:

	(a)		any government, semi-governmental, administrative, fiscal or local authority and any department, minister or agency of any government; and
	(b)		any other authority, agency, commission or similar entity having powers or jurisdiction under any law or regulation or the listing rules of any recognised stock or securities exchange.

		Regulatory Conditions means the Condition specified in clause 2.1(a).
		Related Entity of a corporation means:

	(a)		a related body corporate of that corporation within the meaning of section 50 of the Corporations Act; and
	(b)		a trustee of any unit trust in relation to which that corporation, or a corporation referred to in paragraph (a), directly or indirectly:

	(i)		controls the right to appoint the trustee;
	(ii)		is in a position to control the casting of, more than one half of the maximum number of votes that might be cast at a meeting of holders of units in the trust; or
	(iii)		holds or is in a position to control the disposal of more than one half of the issued units of the trust.

		Relief means any loss, allowance, credit (including an Input Tax Credit), relief, exemption, deduction or set-off in respect of, or taken into account, or capable of being taken into account, in the calculation of a liability to, Tax or any right to a repayment of Tax.
		Representatives means:

	(a)		in relation to a party other than CHAMP III Australia and CHAMP III SWF, all officers, employees, professional advisers, agents and attorneys of the party or of its Related Entities; and
	(b)		in relation to CHAMP III Australia and Champ III SWF, CHAMP III Management Pty Limited, in its capacity as manager of the CHAMP Buyout III Trust and the CHAMP Buyout III (SWF) Trust.

		Representative Member means Constellation Europe Limited.
		Respective Proportions means:

	(a)		in relation to the Companies, the proportion which, expressed as a percentage, is set out against the name of each Company in the first table in Schedule 1; and
	(b)		in relation to the Subscribers, the proportion which, expressed as a percentage, is set out against the name of each Subscriber in the third table in Schedule 1;

		Respective CHAMP III Buyout Proportions means in relation to CHAMP III Singapore and CHAMP III Cayman, the proportion which, expressed as a percentage, is set out against the name of each party in the fourth table in Schedule 1.
		Retention Deeds means the deeds of retention entered into between certain Brand Companies and certain members of management of the Brand Companies, as provided to the Subscribers prior to the date of this agreement and as amended with the consent of the Subscribers.
		Retiring Directors has the meaning given in clause 8.3(i).
		Scott Wilson Geotechnical Report means the report exhibited at Exhibit 1.
		SEC means the United States Securities and Exchange Commission.
		SEC Act means the U.S. Securities Exchange Act 1934.
		Specified Contracts means those Material Contracts specified in part 3 of Schedule 9.
		Spot Exchange Rate means, in relation to any day, the rate (expressed as a unit of A$  per £) that is displayed at approximately 4.00pm (Sydney time) on the Reserve Bank of Australia webpage at http://www.rba.gov.au/statistics/exchange_rates.html (or any replacement or successor webpage) on the Business Day immediately preceding that day.
		Stamp Duty Adjustment Amount means $109,257.07.
		Standard Rate in relation to interest payable on any payment due under this agreement means the rate which is the 90 day Bank Bill Swap Reference Rate (Average Bid) as published in the Australian Financial Review on the first date on which interest accrues on that payment (or if that rate or publication is not published, the rate determined by the Companies, acting reasonably, to be the nearest equivalent rate having regard to prevailing market conditions) plus (in either case) a margin of 2% per annum.
		Stocktake Dates means 29, 30 and 31 January 2010, or as otherwise agreed by the parties.
		Stonehaven Sale means the sale of land and property known as the Stonehaven Winery and intellectual property associated with the Stonehaven, Stepping Stone and related brands by Constellation Australia Limited to Australian Wine Equities Pty Limited under a contract of sale dated 24 December 2010.
		Straddle Returns has the meaning given in clause 22.2.
		Subscriber Group Member means the Subscribers and their Related Entities (including the Brand Companies after Completion) but excludes the Constellation Group Companies.
		Subscriber’s Relief means any Relief which is not in existence at Completion and arises in respect of a transaction, or transactions occurring (or deemed for Tax purposes to occur) after Completion or in respect of a period ending after Completion, to the extent that such period falls after Completion.
		Subscriber Warranties means the warranties set out in Schedule 8.
		Subscribers means CHAMP III Australia, CHAMP III SWF, CHAMP III Singapore and CHAMP III Cayman.
		Subscription Price means:

(a)

the Initial Australian Subscription Price; plus

	(b)		the Australian Subscription Price Adjustment; plus
	(c)		the Initial European Subscription Price.

		Subsidiaries means each of the companies and entities specified in Schedule 3.
		Substantial Customer of the Brand Companies is one whose purchases from the Brand Companies during the last completed Accounting Period were more than 10% of the value of all purchases from the Brand Companies in that period.
		Substantial Supplier of the Brand Companies is one whose supplies to the Brand Companies during the last completed Accounting Period were more than 10% of the value of all supplies to the Brand Companies in that period.
		Surrender of Group Relief means a surrender of group relief under Part 5 of the Corporation Tax Act 2010.
		Surrender of Tax Refund means a surrender of tax refund under Section 963 of the Corporation Tax Act 2010.
		Target Australian Working Capital means $320,851,642, as specified in part 1 of Schedule 10.
		Target European Working Capital means £65,012,620, as specified in part 1 of Schedule 10.
		Tax means any tax, levy, excise, duty, charge, surcharge, contribution, withholding tax, impost or withholding obligation of whatever nature, whether direct or indirect, by whatever method collected or recovered, together with any fees, penalties, fines, interest or statutory charges.
		Tax Act means the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth) or either of them.
		Tax Assessment means any notice, demand, assessment, deemed assessment (including a notice of adjustment of a Tax loss (whether revenue or capital in nature) claimed by a Brand Company in a manner adversely affecting the Brand Company), amended assessment, determination, return or other document issued by a Tax Authority or lodged with a Tax Authority under a system of self-assessment as a result of which the Brand Company may be required to make a payment of Tax including a notice to a contributing member of a Consolidated Group given under sections 721-15(5), 721-15(5A), 721-30(5) or 721-30(5A) of the Tax Act.
		Tax Authority means any Regulatory Authority responsible for the assessment, collection, withholding or administration of Tax in any country or jurisdiction.
		Tax Benefit means the amount of any Tax refund or reduction in a Tax liability actually received or obtained as a result of any benefit, credit relief, allowance or like benefit in relation to Tax. This definition is to be applied and the amount of any Tax Benefit calculated on the assumption that, as at Completion, no Brand Company is entitled to any Relief which arose in any period or part period ending prior to Completion.
		Tax Costs means the reasonable legal and other professional costs, out of pocket expenses and expenses incurred in investigating or conducting any Disputing Action in relation to a Tax Assessment.
		Tax Indemnity means the indemnities given in clause 21.1.
		Tax Indemnity Claim means a Claim made under clause 21.1.

		Tax Return means any return relating to Tax including any document which must be lodged with a Tax Authority or which a taxpayer must prepare and retain under a Law relating to Tax (such as an activity statement, GST Return, amended return, schedule or election and any attachment).
		Tax Sharing Agreement means the agreement contemplated by section 721-25 of the Tax Act and entered into between CBI Australia and each of the subsidiary members (within the meaning of section 995-1 of the Tax Act) of the CBI Australia Consolidated Group as most recently executed by the parties thereto.
		Tax Funding Liabilities means any liability to make payments or to fund a Head Company in respect of a group liability (as defined in 721-10 of the Tax Act).
		Tax Warranties means the Warranties set out in clause 21 of Schedule 7.
		Term Sheet means a term sheet in respect of:

	(a)		the Distribution Agreements;
	(b)		the Bulk Wine Supply Agreements; or
	(c)		the Bottling Supply Agreements,

		(as applicable) in the form set out in Schedule 17.
		Third Party Claim means any claim or potential claim by any person other than any Subscriber Group Member or any Constellation Group Company against any Brand Company.
		Third Party Indebtedness means any financial indebtedness owed by a Brand Company to a third party (other than financial indebtedness owed in the ordinary course of business where the total amount does not exceed $100,000).
		Title and Capacity Warranty means a Warranty set out in clause 1.1 or clause 2.1 of Schedule 7.
		Total Subscriber Contribution means the Subscription Price plus the New Loan Note Subscription Price.
		Trade Marks means each of the trade marks specified in part 1 of Schedule 4.
		Transaction Costs means $18,564,525.74.
		Transaction Documents means:

	(a)		this agreement;
	(b)		the Australian Investment Deed;
	(c)		the U.K. Investment Deed;
	(d)		the Transition Services Agreement;
	(e)		the Distribution Agreements (and, prior to execution of each Distribution Agreement, the corresponding Term Sheet to the extent such Term Sheet is binding under clause 7.7(g));

	(f)		the Bulk Wine Supply Agreements (and, prior to execution of each Bulk Wine Supply Agreement, the corresponding Term Sheet to the extent such Term Sheet is binding under clause 7.7(g));
	(g)		the Bottling Supply Agreements (and, prior to execution of each Bottling Agreement, the corresponding Term Sheet to the extent such Term Sheet is binding under clause 7.7(g)); and
	(h)		the Meritus Agreements; and
	(i)		any other document agreed by the parties to be a Transaction Document for the purposes of this agreement.

		Transitional Instrument has the meaning given in the Fair Work (Transitional Provisions and Consequential Amendments) Act 2009 (Cth).
		Transition Services Agreement means the so titled agreement between CBI and the Companies.
		U.K. means the United Kingdom.
		U.K. Pension Plans means each of the:

	(a)		Matthew Clark (Holdings) Ltd Life Assurance Scheme;
	(b)		Constellation Europe (Holdings) Ltd Life Assurance Scheme;
	(c)		Constellation Europe Group Personal Pension Plan; and
	(d)		Constellation Europe Group Pension Plan.

		U.K. Investors has the meaning given to that term in clause 7.9.
		U.K. Investment Deed means the deed contemplated under clause 7.9.
		US GAAP means United States generally accepted accounting principles as in effect from time to time, consistently applied, or such other system of accounting as may be required by the SEC for companies reporting under the SEC Act, in each case, as interpreted from time to time by the SEC or the U.S. Public Company Accounting Oversight Board, or other Regulatory Authority with jurisdiction over companies reporting to the SEC under the SEC Act.
		VAT means value added tax.
		VAT Group means the U.K. VAT group of which the Representative Member is the representative member and of which certain Constellation Group Companies (the Relevant Constellation Group Companies) are members.
		Vincor U.K. Loan Notes means 29,878,966 Loan Notes representing 80.1% of the face value of the outstanding Loan Notes on issue in Vincor U.K. on Completion.
		Vincor U.K. Shares means:

	(a)		36,130,955 convertible redeemable preference shares; and
	(b)		8,594,239 ordinary fully paid shares,

		in each case carrying the rights set out in Schedule 5 of the U.K. Investment Deed and, on Completion, representing 80.1% of the issued capital in Vincor U.K..
		Warranties means the warranties set out in Schedule 7.
		Warranty Claim means any Claim by the Subscribers arising out of a breach of a Warranty.
		Warranty Threshold Amount means an amount equal to 1% of the Subscription Price.
1.2		Reasonable endeavours
		Any provision of this agreement which requires a party to use reasonable endeavours or all reasonable endeavours to procure that something is performed or occurs or does not occur does not include any obligation:

	(a)		to pay any money or to provide any financial compensation, valuable consideration or any other incentive to or for the benefit of any person except for payment of any applicable fee for the lodgement or filing of any relevant application with any Regulatory Authority; or
	(b)		to commence any legal action or proceeding against any person,

		except where that provision expressly specifies otherwise.
1.3		Knowledge and awareness of CBI
		If any Warranty is qualified by CBI’s awareness or knowledge, the facts of which CBI are aware or that are within CBI’s awareness or knowledge are taken to be and are limited to all facts of which any of the Key Personnel are actually aware at the date of this agreement.
1.4		Discharge by another Constellation Group Company
		Where any indemnity or obligation to pay is given or assumed by CBI, CBI may procure that another Constellation Group Company may discharge such obligation or indemnity provided that CBI’s obligation shall only be treated as satisfied to the extent that such Constellation Group Company does satisfy such obligation.
1.5		Business days
		If the day on which any act to be done under this agreement is a day other than a Business Day, that act must be done on the immediately preceding Business Day except where this agreement expressly specifies otherwise.
1.6		CHAMP III Buyout

(a)

References in this Agreement to an act, obligation, commitment or responsibility of CHAMP III Buyout are to be satisfied by CHAMP III Singapore and CHAMP III Cayman as follows:

	(i)		to the extent that the obligation is referable solely to Vincor U.K. or a Subsidiary, shares in which are owned directly or indirectly by Vincor U.K., then the obligation must be performed by CHAMP III Cayman; and
	(ii)		to the extent that the obligation is referable solely to CBI Australia, or a Subsidiary, shares in which are owned directly or indirectly by CBI

			Australia, then the obligation must be performed by CHAMP III Singapore;
	(iii)		otherwise the obligation is to be performed or satisfied by both CHAMP III Singapore and CHAMP III Cayman in their Respective CHAMP III Buyout Proportions.

and for the avoidance of doubt:

	(iv)		in relation to the obligation to subscribe for shares or Loan Notes in CBI Australia, the obligation is to be satisfied by CHAMP III Singapore;
	(v)		in relation to the obligation to subscribe for shares or Loan Notes in Vincor U.K., the obligation is to be satisfied by CHAMP III Cayman; and
	(vi)		pay any Australian Subscription Price Adjustment pursuant to 6.3(b) the payment is to be made by CHAMP III Singapore.

(b)

References in this Agreement to a right or entitlement of CHAMP III Buyout are to be allocated to CHAMP III Singapore and CHAMP III Cayman as follows:

	(i)		to the extent that the right or entitlement is referable solely to Vincor U.K. or a Subsidiary, shares in which are owned directly or indirectly by Vincor U.K., then the right may be exercised and the entitlement is to be received by CHAMP III Cayman; and
	(ii)		to the extent that the right or entitlement is referable solely to CBI Australia, or a Subsidiary, shares in which are owned directly or indirectly by CBI Australia, then the right may be exercise and the entitlement may be received by CHAMP III Singapore;
	(iii)		otherwise the right and entitlement is to be exercised or received by both CHAMP III Singapore and CHAMP III Cayman in their Respective CHAMP III Buyout Proportions

for the avoidance of doubt:

	(iv)		in relation to the right to be issued with any shares or Loan Notes in CBI Australia, the shares or Loan Notes are to be issued to CHAMP III Singapore; and
	(v)		in relation to the right to be issued with any shares or Loan Notes in Vincor U.K., the shares or Loan Notes are to be issued to CHAMP III Cayman; and
	(vi)		in relation to the right to receive any Australian Subscription Price Adjustment pursuant to 6.3(c), the payment is to be made to CHAMP III Singapore.

1.7		Subscribers
		References in this Agreement to an act, obligation, commitment or responsibility of the Subscribers shall, in respect of CHAMP III Australia and CHAMP III SWF, be deemed to be the act, obligation, commitment or responsibility of those subscribers acting within their respective powers and on the direction of CHAMP III Management Pty Limited, in its capacity

		as manager of the Champ Buyout III Trust and manager of the Champ Buyout III (SWF) Trust, respectively.
1.8		Representatives
		References in this Agreement to an act, obligation, commitment or responsibility of the Representatives shall, in respect of CHAMP III Australia and CHAMP III SWF, be deemed to be the act, obligation, commitment or responsibility of CHAMP III Management Pty Limited, in its capacity as manager of the Champ Buyout III Trust and manager of the Champ Buyout III (SWF) Trust, respectively.
1.9		General rules of interpretation
		In this agreement headings are for convenience only and do not affect interpretation and, unless the contrary intention appears:

	(a)		a word importing the singular includes the plural and vice versa, and a word of any gender includes the corresponding words of any other gender;
	(b)		the word including or any other form of that word is not a word of limitation;
	(c)		if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
	(d)		a reference to a person includes an individual, the estate of an individual, a corporation, an authority, an association or parties in a joint venture, a partnership and a trust;
	(e)		a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
	(f)		a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
	(g)		a reference to a party, clause, schedule, exhibit, attachment, or annexure is a reference to a party, clause, schedule, exhibit, attachment, or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments, and annexures to it;
	(h)		a reference to an agency or body if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or function removed (obsolete body), means the agency or body which performs most closely the functions of the obsolete body;
	(i)		a reference to a statute includes any regulations or other instruments made under it (delegated legislation) and a reference to a statute or delegated legislation or a provision of either includes consolidations, amendments, re-enactments and replacements;
	(j)		a reference to $ or dollar is to Australian currency; and
	(k)		this agreement must not be construed adversely to a party just because that party prepared it or caused it to be prepared.

     

2.

Conditions precedent

2.1

Conditions

Clauses 3, 6 and 8 do not become binding on the parties and have no force or effect, and Completion cannot take place, unless each of the conditions listed in the first column of the following table has been either satisfied or waived in accordance with clause 2.5:

	Condition							Right to waive
	(a)		the Treasurer of the Commonwealth of Australia has either:					None
			(i)		provided written notice which is unconditional or subject only to conditions reasonably acceptable to the Subscribers that there is no objection under the Foreign Acquisitions and Takeovers Act 1975 (Cth) or Australian foreign investment policy to the proposed subscription for the Subscribers for the CBI Australia Shares; or
			(ii)		become precluded from exercising any power to make an order under the Foreign Acquisitions and Takeovers Act 1975 (Cth) in relation to the proposed subscription by the Subscribers of the CBI Australia Shares;
	(b)		no Material Adverse Change has occurred between the date of this agreement and Completion;					Subscribers
	(c)		no temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction, no preliminary or final decision, determination, or order issued by any Regulatory Authority and no other legal restraint preventing any of the transactions contemplated by this agreement is in effect.					Subscribers and Companies