EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 
  

 
  

 
  

CROSS-GUARANTEE AGREEMENT 
 made
by 
 CIH INTERNATIONAL S.À R.L. 

and 
 CIH HOLDINGS S.À R.L.

 in favor of 
 BANK OF
AMERICA, N.A., 
 as Administrative Agent 

Dated as of March 10, 2016 
  

 
  

 







 TABLE OF CONTENTS 
  

							
	 	  	 	  	Page	 
	
	 SECTION 1.
	   

	
	 DEFINED TERMS
	   

			
	 1.1
	  	Definitions	  	 	2	  
	 1.2
	  	Other Definitional Provisions	  	 	2	  
	
	 SECTION 2.
	   

	 GUARANTEE
	   

			
	 2.1
	  	Guarantees	  	 	2	  
	 2.2
	  	[Reserved]	  	 	3	  
	 2.3
	  	No Subrogation	  	 	3	  
	 2.4
	  	Amendments, etc., with Respect to the Guaranteed Obligations	  	 	3	  
	 2.5
	  	Guarantees Absolute and Unconditional	  	 	4	  
	 2.6
	  	Reinstatement	  	 	4	  
	 2.7
	  	Payments	  	 	5	  
	 2.8
	  	Keepwell	  	 	5	  
	 2.9
	  	Luxembourg Guarantee Limitation	  	 	5	  
	
	 SECTION 3.
	   

	 REPRESENTATIONS AND WARRANTIES
	   

	
	 SECTION 4.
	   

	 MISCELLANEOUS
	   

			
	 4.1
	  	Amendments in Writing	  	 	6	  
	 4.2
	  	Notices	  	 	6	  
	 4.3
	  	No Waiver by Course of Conduct; Cumulative Remedies; Enforcement	  	 	6	  
	 4.4
	  	Successors and Assigns	  	 	7	  
	 4.5
	  	Set-Off	  	 	7	  
	 4.6
	  	Counterparts	  	 	7	  
	 4.7
	  	Severability	  	 	7	  
	 4.8
	  	Section Headings	  	 	7	  
	 4.9
	  	Integration	  	 	7	  
	 4.10
	  	GOVERNING LAW	  	 	7	  
	 4.11
	  	Submission To Jurisdiction; Waivers	  	 	7	  
	 4.12
	  	Acknowledgements	  	 	8	  
	 4.13
	  	Releases	  	 	8	  
	 4.14
	  	WAIVER OF JURY TRIAL	  	 	8	  


  
 -i- 








 CROSS-GUARANTEE AGREEMENT 

CROSS-GUARANTEE AGREEMENT, dated as of March 10, 2016, made by CIH International S.à r.l., a private limited liability company
(société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 5, rue Guillaume Kroll, L-1882 Luxembourg and
registered with the Luxembourg trade and companies register under number B 176.850 with a share capital of US$1,000,000 (the “Original European Borrower”) and CIH Holdings S.à r.l., a private limited liability company
(société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 5, rue Guillaume Kroll, L-1882 Luxembourg and registered with the Luxembourg trade and companies
register under number B 176.841 with a share capital of US$25,050 (the “Additional European Borrower” and, together with the Original European Borrower, the “Guarantors”), in favor of BANK OF AMERICA, N.A., as
Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Fourth Amended and Restated Credit
Agreement, dated as of March 10, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Original European Borrower, the Additional European Borrower,
CONSTELLATION BRANDS, INC. (the “Company” and, together with the Original European Borrower and the Additional European Borrower, the “Borrowers”), certain other parties thereto, the Lenders and the Administrative
Agent. 
 W I T N E S S E T H: 

WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms and
subject to the conditions set forth therein; 
 WHEREAS, the Borrowers are members of an affiliated group of companies that includes each
other Guarantor; 
 WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in part to enable the
Borrowers to make valuable transfers to one or more of the other Guarantors in connection with the operation of their respective businesses; 

WHEREAS, the Borrowers and the other Guarantors are engaged in related businesses, and each Guarantor will derive substantial direct and
indirect benefit from the making of the extensions of credit under the Credit Agreement; and 
 WHEREAS, it is a condition precedent to the
obligation of the Lenders to make their respective extensions of credit to the Borrowers under the Credit Agreement that the Guarantors shall have executed and delivered this Agreement to the Administrative Agent; 

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set forth and to induce the Administrative Agent and the
Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrowers thereunder, each Guarantor hereby agrees with the Administrative Agent: 







 SECTION 1. 

DEFINED TERMS 

1.1        Definitions. 

(a)        Unless otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement. 
 (b)        The following terms
shall have the following meanings: 
 “Agreement”: this Cross-Guarantee Agreement, as the same may be amended, supplemented
or otherwise modified from time to time. 
 “Guaranteed Obligations”: (i) with respect to the Original European
Borrower, all European Obligations of the Additional European Borrower (ii) with respect to the Additional European Borrower, all European Obligations of the Original European Borrower. 

             “Qualified ECP Guarantor” shall mean, at any
time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract
participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 “Specified Guarantor” means
any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 2.8 hereof). 

1.2        Other Definitional Provisions. 

(a)        The words “hereof,” “herein”, “hereto” and
“hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise
specified. 
 (b)        The meanings given to terms defined herein shall be equally applicable to
both the singular and plural forms of such terms. 
 SECTION 2. 

GUARANTEE 

2.1        Guarantees. 

(a)        Each of the Guarantors hereby, unconditionally and irrevocably, guarantees to the
Administrative Agent, for the ratable benefit of the Secured Parties the prompt and complete payment and performance of the Guaranteed Obligations. 

(b)        Anything herein or in any other Loan Document to the contrary notwithstanding, the maximum
liability of each Guarantor hereunder and under the other Loan Documents in respect of the Guaranteed Obligations shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the
insolvency of debtors. 

  
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 (c)        Each Guarantor agrees that the Guaranteed
Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantees contained in this Section 2 or affecting the rights and remedies of the Administrative Agent or
any other Secured Party hereunder. 
 (d)        Each Guarantor’s guarantees contained in this
Section 2 shall remain in full force and effect until all the Guaranteed Obligations (other than contingent indemnification and contingent expense reimbursement obligations and Guaranteed Obligations in respect of Secured Hedge Agreements and
Cash Management Obligations) of each Guarantor under the guarantees contained in this Section 2 shall have been satisfied by payment in full, the Commitments have been terminated and either no Letter of Credit shall be outstanding or each
outstanding Letter of Credit has been cash collateralized so that it is fully secured to the reasonable satisfaction of the Administrative Agent, notwithstanding that from time to time during the term of the Credit Agreement any Loan Party may be
free from any of the Guaranteed Obligations. 
 (e)        Except as provided in Section 4.13,
no payment made by any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Secured Party from any of the Guarantors, any other guarantor or any other Person by virtue of any action
or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor
hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations),
remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations are paid in full. 

2.2        [Reserved]. 

2.3        No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any
set-off or application of funds of any Guarantor by the Administrative Agent or any other Secured Party, no Guarantor shall seek to enforce any right of subrogation in respect of any of the rights of the Administrative Agent or any other Secured
Party against any Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any other Secured Party for the payment of the Guaranteed Obligations until all amounts owing to the Administrative Agent and
the other Secured Parties by the Loan Parties on account of the Guaranteed Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations shall not
have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned
over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Guaranteed Obligations , whether matured or unmatured, in such order
as the Administrative Agent may determine. For the avoidance of doubt, nothing in the foregoing agreement by the Guarantors shall operate as a waiver of any subrogation rights. 

2.4        Amendments, etc., with Respect to the Guaranteed Obligations. To the fullest extent
permitted by applicable law, each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the
Guaranteed Obligations made by the Administrative Agent or any other Secured Party is or has been rescinded by the Administrative Agent or such Secured Party and any of the Guaranteed Obligations continued, and the Guaranteed Obligations, or the
liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with 

  
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respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any
other Secured Party, and the Credit Agreement and the other Loan Documents, any other documents executed and delivered in connection therewith, any Swap Agreement and any agreement giving rise to Cash Management Obligations may be amended, modified,
supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be, or, solely in the case of any Swap Agreement or any agreement giving rise to Cash Management Obligations, the
applicable Hedge Bank or Cash Management Bank) may deem reasonably advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any other Secured Party for the payment of the
Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security
for the Guaranteed Obligations or for the guarantees contained in this Section 2 or any property subject thereto. 

2.5        Guarantees Absolute and Unconditional. To the fullest extent permitted by applicable
law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent or any other Secured Party upon the guarantees contained
in this Section 2 or acceptance of the guarantees contained in this Section 2; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived,
in reliance upon the guarantees contained in this Section 2; and all dealings between the Borrowers and the Guarantors, on the one hand, and the Administrative Agent and the other Secured Parties, on the other hand, likewise shall be
conclusively presumed to have been had or consummated in reliance upon the guarantees contained in this Section 2. To the fullest extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and
notice of default or nonpayment to or upon any of the Guarantors with respect to the Guaranteed Obligations. Each Guarantor understands and agrees that the guarantees contained in this Section 2, to the fullest extent permitted by applicable
law, shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Guaranteed Obligations or any other
collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any other Secured Party, (b) any defense, set-off or counterclaim (other than a defense of
payment or performance) which may at any time be available to or be asserted by the Borrowers or any other Person against the Administrative Agent or any other Secured Party, or (c) any other circumstance whatsoever (with or without notice to
or knowledge of such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of such Guarantor under the guarantees contained in this Section 2, in bankruptcy or in any other instance. When making any
demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights
and remedies as it may have against any Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any
other Secured Party to make any such demand, to pursue such other rights or remedies or to collect any payments from any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right
of offset, or any release of any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights
and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal
proceedings. 
 2.6        Reinstatement. The guarantees contained in this Section 2
shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Guaranteed 

  
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Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any Guarantor or any substantial part of its property, or otherwise, all as though such
payments had not been made. 
 2.7        Payments. Each Guarantor hereby guarantees that
payments hereunder will be paid in Dollars to the Administrative Agent without set-off or counterclaim at the Administrative Agent’s Office. 

2.8        Keepwell. Each Guarantor that is a Qualified ECP Guarantor at the time of the
guarantee hereunder or the grant of the security interest under the Loan Documents, in each case, by any Specified Guarantor, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and
irrevocably undertakes to provide such funds or other support to each Specified Guarantor with respect to such Swap Obligation as may be needed by such Specified Guarantor from time to time to honor all of its obligations under its guarantee and the
other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this
Section 2.8 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force
and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a
“keepwell, support, or other agreement” for the benefit of, each Specified Guarantor for all purposes of the Commodity Exchange Act. 

2.9        Luxembourg Guarantee Limitation. Notwithstanding any provision to the contrary in
this Agreement or any other Loan Documents, the payment obligation of any Guarantor under this section 2 (Guarantee) for the obligations of any Loan Party, which is not a direct or indirect subsidiary of that Guarantor shall be limited at any
time, with no double counting, to an aggregate amount not exceeding the higher of: 

(a)        ninety-five per cent. (95%) of the Guarantor’s own funds (capitaux
propres) and subordinated debt (all as referred to in article 34 of the Luxembourg act dated 19 December 2002 concerning the trade and companies register and the accounting and annual accounts of undertakings, as amended) as at the date of
this Agreement; 
 (b) ninety-five per cent. (95%) of the Guarantor’s own funds (capitaux propres) and subordinated debt
(all as referred to in article 34 of the Luxembourg act dated 19 December 2002 concerning the trade and companies register and the accounting and annual accounts of undertakings, as amended) as on the date of payment of the guarantee under this
Section 2 (Guarantee). 
 The above limitation shall not apply to: 

(i) any amounts (if any) borrowed under any loan and in each case made available, in any form whatsoever, to such Guarantor or any company
which is currently or will be at the time when the guarantee is called, a direct or indirect subsidiary of such Guarantor under the Loan Documents; and 

(ii) any Luxembourg law governed Collateral Documents or any recoveries derived from the enforcement of a Secured Party’s rights under or
in respect of the Collateral Documents. 

  
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 SECTION 3. 

REPRESENTATIONS AND WARRANTIES 

To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to make their respective extensions of credit to the
Borrower thereunder, each Guarantor hereby represents and warrants to the Administrative Agent and each Lender that: 

(a)        it is duly organized under the laws of the jurisdiction of its organization and has full
capacity and right to make and perform its obligations under this Agreement, and all necessary authority has been obtained; 

(b)        this Agreement constitutes its legal, valid and binding obligation enforceable in
accordance with its terms; 
 (c)        the making and performance of this Agreement does not and
will not violate the provisions of any applicable law, regulation or order, and does not and will not result in the breach of, or constitute a default or require any consent under, any material agreement, instrument, or document to which it is a
party or by which it or any of its property may be bound or affected, except to the extent that such violation or default could not reasonably be expected to have a Material Adverse Effect; and 

(d)        all consents, approvals, licenses and authorizations of, and filings and registrations
with, any governmental authority required under applicable law and regulations for the making and performance of this Agreement have been obtained or made and are in full force and effect, except where the failure of which to obtain or make could
not reasonably be expected to have a Material Adverse Effect. 
 SECTION 4. 

MISCELLANEOUS 

4.1        Amendments in Writing. None of the terms or provisions of this Agreement may be
waived, amended, supplemented or otherwise modified except in accordance with Section 9.02 of the Credit Agreement. 

4.2        Notices. All notices, requests and demands to or upon the Administrative Agent or
any Guarantor hereunder shall be effected in the manner provided for in Section 9.01 of the Credit Agreement. 

4.3        No Waiver by Course of Conduct; Cumulative Remedies; Enforcement. 

(a)        Neither the Administrative Agent nor any Secured Party shall by any act (except by a
written instrument pursuant to Section 4.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in
exercising, on the part of the Administrative Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any other Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Administrative Agent or such other Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any
other rights or remedies provided by law. 

  
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 (b)        By its acceptance of the benefits of this
Agreement, each Secured Party agrees that this Agreement may be enforced only by the Administrative Agent and that no Secured Party shall have any right individually to enforce or seek to enforce this Agreement. 

4.4        Successors and Assigns. This Agreement shall be binding upon the successors and
assigns of each Guarantor and shall inure to the benefit of the Administrative Agent and the Secured Parties and their permitted successors and assigns; provided that no Guarantor may assign, transfer or delegate any of its rights or obligations
under this Agreement except as permitted by the Credit Agreement. 
 4.5        Set-Off. If
an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final and in whatever currency denominated) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Guarantor against any of and all the
Guaranteed Obligations of such Guarantor now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured.
The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. 

4.6        Counterparts. This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts (including by telecopy or other electronic means), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 

4.7        Severability. Any provision of this Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. 

4.8        Section Headings. The Section headings used in this Agreement are for convenience of
reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 

4.9        Integration. This Agreement and the other Loan Documents represent the agreement of
the Guarantors, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to subject
matter hereof and thereof not expressly set forth or referred to herein or in the other Loan Documents. 

4.10      GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK. 
 4.11      Submission To Jurisdiction; Waivers. Each
Guarantor hereby irrevocably and unconditionally: 
 (a)         submits for itself and its
property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of
the State of New York located in the County of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof; 

  
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 (b)        consents that any such action or proceeding
may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead
or claim the same; 
 (c)        agrees that service of process in any such action or proceeding may
be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 4.2 or at such other address of which the Administrative
Agent shall have been notified pursuant thereto; 
 (d)        agrees that nothing herein shall
affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and 

(e)        waives, to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages. 

4.12     Acknowledgements. Each Guarantor hereby acknowledges that: 

(a)        it has been advised by counsel in the negotiation, execution and delivery of this Agreement
and the other Loan Documents to which it is a party; 
 (b)        neither the Administrative Agent
nor any Lender has any fiduciary relationship with or duty to any Guarantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Guarantors, on the one hand, and the Administrative
Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and 

(c)        no joint venture is created hereby or by the other Loan Documents or otherwise exists by
virtue of the transactions contemplated hereby among the Lenders or among the Guarantors and the Lenders. 

4.13     Releases. At such time as the Guarantors cease to constitute “Borrowers” under the Credit
Agreement this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Guarantor hereunder shall terminate, all without delivery of any instrument or performance of any act
by any party. 
 4.14     WAIVER OF JURY TRIAL. EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 

  
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 IN WITNESS WHEREOF, each of the undersigned has caused this Cross-Guarantee Agreement to be duly
executed and delivered as of the date first above written. 
  

							
	BANK OF AMERICA, N.A., as Administrative Agent
			
	By:	 	 /s/ Colleen M. O’Brien
	 	
		 	Name:	 	Colleen M. O’Brien	 	
		 	Title:	 	SVP	 	


 [Constellation—Cross Guarantee] 







 
							
	CIH INTERNATIONAL S.À R.L.
			
	By:	 	 /s/ Nicolas Susgin
	 	
		 	Name:	 	Nicolas Susgin	 	
		 	Title:	 	Category A Manager	 	
	
	 CIH HOLDINGS S.À R.L.

			
	By:	 	 /s/ Nicolas Susgin
	 	
		 	Name:	 	Nicolas Susgin	 	
		 	Title:	 	Category A Manager	 	


 [Constellation—Cross Guarantee]