Unassociated Document


    Exhibit
      10.4

     

    [LOGO]

     

     

    May
      6,
      2007

     

    
      
        	
                To:

              	
                Constellation
                  Brands, Inc.

                370
                  Woodcliff Drive, Suite 300

                Fairport,
                  NY 14450

              
	 	
                 

                 

              
	
                From:

              	
                Citibank,
                  N.A.

                388
                  Greenwich Street, 5th
                  Floor

                New
                  York, NY 10013

                Attn:
                  Corporate
                  Equity Derivatives

                Telephone:
                  (212) 723-7361/(212) 723-7026

                Facsimile:
                  (212) 723-8328

              
	
                 

                Re: 

              	
                 

                Issuer
                  Forward Repurchase
                  Transaction

              


      

    

     

    
      Ladies
        and Gentlemen:

       

      The
        purpose of this communication (this “Confirmation”)
        is to
        confirm the terms and conditions of the Transaction entered into between
        Citibank, N.A. (“Bank”),
        and
        Constellation Brands, Inc. (“Counterparty”)
        on the
        Trade Date specified below (the “Transaction”).
        The
        terms of the Transaction shall be set forth in this Confirmation. This
        Confirmation shall constitute a “Confirmation” as referred to in the ISDA Master
        Agreement specified below. 

       

      1.    This
        Confirmation is subject to, and incorporates, the definitions and provisions
        of
        the 2000 ISDA Definitions (including the Annex thereto) (the “2000
        Definitions”)
        and
        the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions
        (the “Equity
        Definitions”,
        and
        together with the 2000 Definitions, the “Definitions”),
        in
        each case as published by the International Swaps and Derivatives Association,
        Inc. (“ISDA”).
        In
        the event of any inconsistency between the 2000 Definitions and the Equity
        Definitions, the Equity Definitions will govern. 

       

      This
        Confirmation evidences a complete and binding agreement between Bank and
        Counterparty as to the terms of the Transaction to which this Confirmation
        relates. This Confirmation shall be subject to an agreement (the “Agreement”)
        in the
        form of the 2002 ISDA Master Agreement (the “ISDA
        Form”)
        as if
        Bank and Counterparty had executed an agreement in such form on the date
        of this
        Confirmation, but without any Schedule except for (i) the election of New
        York
        law (without regard to the conflicts of law principles) as the governing
        law and
        U.S. Dollars (“USD”)
        as the
        Termination Currency, (ii) the election that subparagraph (ii) of Section
        2(c)
        will not apply to the Transaction, (iii) the election that the “Cross Default”
provisions of Section 5(a)(vi) shall not apply to Counterparty, (iv) the
        election that no entity shall be specified as the “Specified Entity” with regard
        to Counterparty with respect to Section 5, and (v) an acknowledgment by Bank
        that, once Counterparty has fully satisfied its payment obligation as of
        the
        Prepayment Date (as defined below), no Event of Default or a Potential Event
        of
        Default shall occur with respect to which Counterparty may be the Defaulting
        Party. All provisions contained or incorporated by reference in the Agreement
        shall govern this Confirmation except as expressly modified herein.

       

      All
        provisions contained in, or incorporated by reference to, the Agreement will
        govern this Confirmation except as expressly modified herein. In the event
        of
        any inconsistency between this Confirmation and either the Definitions or
        the
        Agreement, this Confirmation shall govern. The Transaction is a Share Forward
        Transaction within the meaning set forth in the Equity Definitions.

       

      
        2.    The
          terms
          of the particular Transaction to which this Confirmation relates are as
          follows:


        
           

          
            
              	
                      General
                        Terms:

                       

                    
	 	
                      Trade
                        Date:

                    	
                      May
                        7, 2007

                       

                    
	 	
                      Seller:

                       

                    	
                      Bank

                       

                    
	 	
                      Buyer:

                       

                    	
                      Counterparty

                       

                    


            

            
              	 	
                      Shares:

                       

                    	
                      Class A
                        Common Stock, par value USD 0.01 per share, of Counterparty
                        (Ticker
                        Symbol: “STZ”)

                       

                    
	 	
                      Prepayment:

                       

                    	
                      Applicable

                       

                    
	 	
                      Prepayment
                        Amount:

                       

                    	
                      USD
                        421,079,174

                       

                    
	 	
                      Prepayment
                        Date:

                       

                    	
                      The
                        first Scheduled Trading Day following the Trade Date

                       

                    
	 	
                      Notional
                        Amount:

                       

                    	
                      USD
                        444,237,464

                       

                    
	 	
                      Exchange:

                       

                    	
                      New
                        York Stock Exchange

                       

                    
	 	
                      Related
                        Exchange(s):

                       

                    	
                      All
                        Exchanges

                       

                    
	 	
                      Calculation
                        Agent:

                       

                    	
                      Bank

                       

                    
	
                      Valuation
                        Terms:

                       

                    
	 	
                      Averaging
                        Dates:

                       

                    	
                      Each
                        of the consecutive Scheduled Trading Days commencing on,
                        and including,
                        the first Scheduled Trading Day immediately following the
                        Trade Date and
                        ending on, and including, the earlier of (i) the Scheduled
                        Final Averaging
                        Date or (ii) the Acceleration Date.

                       

                    
	 	
                      Scheduled
                        Final Averaging Date:

                       

                    	
                      October
                        4, 2007

                       

                    
	 	
                      Valuation
                        Date:

                       

                    	
                      The
                        final Averaging Date

                       

                    
	 	
                      Acceleration
                        of Valuation Date:

                       

                    	
                      Bank
                        shall have the right, in its absolute discretion, to accelerate
                        the
                        Valuation Date, by designating any Scheduled Trading Day,
                        occurring on or
                        after the Scheduled Earliest Acceleration Date, as such Valuation
                        Date
                        (the “Acceleration
                        Date”)
                        by delivering to Counterparty a written notice of such designation
                        prior
                        to the close of regular trading on the Exchange on the Scheduled
                        Trading
                        Day immediately following such Acceleration Date.

                       

                    
	 	
                      Scheduled
                        Earliest Acceleration Date:

                       

                    	
                      June
                        29, 2007

                       

                    
	 	
                      Averaging
                        Date Disruption:

                       

                    	
                      Modified
                        Postponement, provided
                        that notwithstanding anything to the contrary in the Equity
                        Definitions,
                        if a Market Disruption Event occurs on any Averaging Date,
                        the Calculation
                        Agent may, if appropriate in light of market conditions,
                        regulatory
                        considerations or otherwise, take any or all of the following
                        actions: (i)
                        postpone the Valuation Date in accordance with the provisions
                        of
                        6.7(c)(iii) of the Equity Definitions or (ii) determine that
                        such
                        Averaging Date is a Disrupted Day only in part, in which
                        case the VWAP
                        Price for such Averaging Date shall be determined by the
                        Calculation Agent
                        based on Rule 10b-18 eligible transactions in the Shares on such
                        Averaging Date effected during the portion of such Averaging
                        Date
                        unaffected by such event or events, and the weighing of the
                        VWAP Prices
                        for all other Averaging Dates shall be adjusted by the Calculation
                        Agent
                        for purposes of determining the Settlement Price based on,
                        among other
                        factors, the duration of any Market Disruption Event and
                        the volume,
                        historical trading patterns and price of the Shares.

                       

                    
	 	
                      Market
                        Disruption Events:

                       

                    	
                      The
                        first sentence of Section 6.3(a) of the Equity Definitions
                        is hereby
                        amended (A) by deleting the words “during the one hour period that ends at
                        the relevant Valuation Time, Latest Exercise Time, Knock-In
                        Valuation Time
                        or Knock-Out Valuation Time, as the case may be,” in the third, fourth and
                        fifth lines thereof, and (B) by replacing the words “or (iii) an Early
                        Closure.” by “(iii) an Early Closure, or (iv) a Regulatory
                        Disruption.”

                       

                    
	 	
                      Regulatory
                        Disruption:

                       

                    	
                      Any
                        event that Bank reasonably and in good faith concludes, based
                        on advice of
                        outside legal counsel, that it is appropriate with regard
                        to any legal,
                        regulatory or self-regulatory requirements or related policies
                        and
                        procedures (whether or not such requirements, policies or
                        procedures are
                        imposed by law or have been voluntarily adopted by Bank,
                        and including
                        without limitation Rule 10b-5, Regulation 13D-G and Regulation
                        14E under
                        the Securities Exchange Act of 1934, as amended (the “Exchange
                        Act”),
                        and Regulation M), for Bank to refrain from any market activity
                        in
                        connection with the Transaction and Bank actually refrains
                        from market
                        activity as a result of such event. Bank shall notify Counterparty
                        as soon
                        as reasonably practicable, but in no event later than 4:00
                        P.M. New York
                        City time on the next Exchange Business Day following the
                        day on which the
                        Regulatory Disruption occurred that a Regulatory Disruption
                        has occurred
                        and the Averaging Dates affected by it. 

                       

                    
	
                      Settlement
                        Terms:

                       

                    	 
	 	
                      Initial
                        Share Delivery:

                       

                    	
                      On
                        the Initial Share Delivery Date, Bank shall deliver to Counterparty
                        the
                        number of Shares equal to (i) the Minimum Share Number minus
                        (ii) the Original Share Number.

                       

                    
	 	
                      Initial
                        Share Delivery Date:

                       

                    	
                      The
                        first Scheduled Trading Day following the Trade Date.

                       

                    
	 	
                      Minimum
                        Share Number:

                       

                    	
                      17,927,062

                       

                    
	 	
                      Original
                        Share Number:

                       

                    	
                      1,028,000

                       

                    
	 	
                      Settlement:

                       

                    	
                      On
                        the Settlement Date, Bank shall deliver to Counterparty,
                        the Number of
                        Shares to be Delivered.

                       

                    
	 	
                      Settlement
                        Date:

                       

                    	
                      The
                        date that falls one Settlement Cycle following the Valuation
                        Date.

                       

                    
	 	
                      Number
                        of Shares to be Delivered:

                       

                    	
                      A
                        number of Shares equal to (i) the Settlement Share Number
minus
                        (ii) the Minimum Share Number.

                       

                    
	 	
                      Settlement
                        Share Number:

                       

                    	
                      A
                        number of shares equal to (i) the Notional Amount divided
                        by
                        (ii) (A) the Settlement Price minus
                        (B) the Discount per Share; provided
                        that
                        if such quotient is less than the Minimum Share Number, the
                        Settlement
                        Share Number shall be equal to such Minimum Share Number.

                       

                    
	 	
                      Settlement
                        Price:

                       

                    	
                      The
                        arithmetic average of the VWAP Prices for all Averaging Dates.
                        

                       

                    
	 	
                      Discount
                        per Share:

                       

                    	
                      USD
                        0.345

                       

                    
	 	
                      VWAP
                        Price:

                       

                    	
                      For
                        any Averaging Date, the Rule 10b-18 dollar volume weighted
                        average price
                        per Share for such day based on transactions executed during
                        such day, as
                        reported on Bloomberg Page “STZ.N <Equity> AQR SEC” (or any
                        successor thereto) or, in the event such price is not so
                        reported on such
                        day for any reason, as reasonably determined by the Calculation
                        Agent.

                       

                    
	 	
                      Excess
                        Dividend Amount:

                       

                    	
                      For
                        the avoidance of doubt, all references to the Excess Dividend
                        Amount in
                        Section 9.2(a)(iii) of the Equity Definitions shall be
                        deleted.

                       

                    
	 	
                      Share
                        Delivery Mechanics:

                       

                    	
                      To
                        the extent Bank is obligated to deliver Shares hereunder,
                        the provisions
                        of the last sentence of Section 9.2 and Sections 9.4, 9.7,
                        9.8, 9.9, 9.10,
                        9.11 (except that the Representation and Agreement contained
                        in Section
                        9.11 of the Equity Definitions shall be modified by excluding
                        any
                        representations therein relating to restrictions, obligations,
                        limitations
                        or requirements under applicable securities laws as a result
                        of the fact
                        that Counterparty is the Issuer of the Shares) and 9.12 of
                        the Equity
                        Definitions will be applicable as if Physical Settlement
                        applied;
                        provided
                        that both the Initial Share Delivery Date and the Settlement
                        Date shall be
                        deemed to be a “Settlement Date” for purpose of Section 9.4.

                       

                    
	
                      Dividends:

                       

                    	 
	 	
                      Dividend:

                       

                    	
                      Any
                        dividend or distribution on the Shares other than any dividend
                        or
                        distribution of the type described in Sections 11.2(e)(i),
                        11.2(e)(ii)(A)
                        or 11.2(e)(ii)(B) of the Equity Definitions.

                       

                    
	
                      Share
                        Adjustments:

                       

                    	 
	 	
                      Method
                        of Adjustment:

                       

                    	
                      Calculation
                        Agent Adjustment; provided
                        that Dividends shall not be Potential Adjustment Events.

                       

                    
	
                      Extraordinary
                        Events:

                       

                    	 
	 	
                      Consequences
                        of Merger Events:

                       

                    	 
	 	
                      (a)
                        Share-for-Share:

                       

                    	
                      Calculation
                        Agent Adjustment

                       

                    
	 	
                      (b)
                        Share-for-Other:

                       

                    	
                      Cancellation
                        and Payment on the portion of the Other Consideration that
                        consists of
                        cash; Calculation Agent Adjustment on the remainder of the
                        Other
                        Consideration

                       

                    
	 	
                      (c)
                        Share-for-Combined:

                       

                    	
                      Component
                        Adjustment

                       

                    
	 	
                      Tender
                        Offer:

                       

                    	
                      Applicable

                       

                    
	 	
                      Consequences
                        of Tender Offers:

                       

                    	 
	 	
                      (a)
                        Share-for-Share:

                       

                    	
                      Calculation
                        Agent Adjustment

                       

                    
	 	
                      (b)
                        Share-for-Other:

                       

                    	
                      Cancellation
                        and Payment on the portion of the Other Consideration that
                        consists of
                        cash; Calculation Agent Adjustment on the remainder of the
                        Other
                        Consideration

                       

                    
	 	
                      (c)
                        Share-for-Combined:

                       

                    	
                      Component
                        Adjustment

                       

                    
	 	
                      Nationalization,
                        Insolvency or 

                      Delisting:

                       

                    	
                      Cancellation
                        and Payment (Calculation Agent Determination); provided
                        that in addition to the provisions of Section 12.6(a)(iii)
                        of the Equity
                        Definitions, it will also constitute a Delisting if the Exchange
                        is
                        located in the United States and the Shares are not immediately
                        re-listed,
                        re-traded or re-quoted on any of the New York Stock Exchange,
                        the American
                        Stock Exchange, the NASDAQ Global Select Market or the NASDAQ
                        Global
                        Market (or their respective successors); if the Shares are
                        immediately
                        re-listed, re-traded or re-quoted on any such exchange or
                        quotation
                        system, such exchange or quotation system shall thereafter
                        be deemed to be
                        the Exchange.

                       

                    
	
                              Additional
                        Disruption Events:

                       

                    	 
	 	
                      Change
                        in Law:

                       

                    	
                      Applicable

                       

                    
	 	
                      Insolvency
                        Filing:

                       

                    	
                      Applicable

                       

                    
	 	
                      Determining
                        Party:

                       

                    	
                      For
                        all Extraordinary Events, Bank

                       

                    
	 	
                      Non-Reliance:

                       

                    	
                      Applicable

                       

                    
	 	
                      Agreements
                        and Acknowledgments 

                      Regarding
                        Hedging Activities:

                       

                    	
                      Applicable

                       

                    
	 	
                      Additional
                        Acknowledgments:

                       

                    	
                      Applicable

                       

                    
	 3.	
                      Account
                        Details:

                       

                    	 
	 	
                      (a)
                        Account for delivery of Shares 

                      to
                        Counterparty

                       

                    	
                      To
                        be provided under separate cover

                       

                    
	 	
                      (b)
                        Account for payments to 

                      Counterparty:

                       

                    	
                      To
                        be provided under separate cover

                       

                    
	 	
                      (c)
                        Account for payments to Bank:

                       

                    	
                      To
                        be provided under separate cover

                       

                    
	
                      4.

                       

                    	
                      Offices:

                       

                    	 
	 	
                      (a)
                        The Office of Counterparty for the Transaction is: Counterparty
                        is not a
                        Multibranch Party

                       

                    
	 	
                      (b)
                        The Office of Bank for the Transaction is: 

                      New
                        York

                       

                    
	
                      5.

                       

                    	
                      Notices:
                        For purposes of this Confirmation:

                       

                    
	 	
                      (a)
                        Address for notices or communications to Counterparty:

                       

                    
	 	
                      Constellation
                        Brands, Inc.

                      370
                        Woodcliff Drive, Suite 300

                      Fairport,
                        NY 14450

                      Attn:
                        General Counsel

                      Telephone:
                        (585) 218-3650

                      Facsimile:
                        (585) 218-3904

                       

                    
	 	
                      (b)
                        Address for notices or communications to Bank:

                       

                    
	 	
                      Citibank,
                        N.A.

                          388
                        Greenwich Street, 5th
                        Floor

                          New
                        York, NY 10013

                          Attn:
                        Corporate
                        Equity Derivatives

                      Telephone:
                        (212) 723-7361/(212) 723-7026

                      Facsimile:
                        (212) 723-8328

                       

                    
	
                      6.

                       

                    	
                      Additional
                        Provisions Relating to Transactions in the Shares.

                       

                    
	 	
                      (a)   Counterparty
                        acknowledges and agrees that the Minimum Shares delivered
                        on the Minimum
                        Share Delivery Date may be sold short to Counterparty. Counterparty
                        further acknowledges that Bank may, during the period from
                        the Trade Date
                        to the Valuation Date (the “Relevant
                        Period”),
                        purchase Shares in connection with the Transaction, which
Shares
                        may be used to cover all or a portion of such short sale
                        or may be
                        delivered to Counterparty. Such purchases will be conducted
                        independently
                        of Counterparty. The timing of such purchases by Bank, the
                        number of
                        Shares purchased by Bank on any day, the price paid per Share
                        pursuant to
                        such purchases and the manner in which such purchases are
                        made, including
                        without limitation whether such purchases are made on any
                        securities
                        exchange or privately, shall be within the absolute discretion
                        of Bank.
                        It
                        is the intent of the parties that the Transaction comply
                        with the
                        requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange Act,
                        and the
                        parties agree that this Confirmation shall be interpreted
                        to comply with
                        the requirements of Rule 10b5-1(c).
                        Counterparty
                        acknowledges and agrees that (A) Counterparty does not have,
                        and shall not
                        attempt to exercise, any influence over how, when or whether
                        Bank effects
                        any purchases of Shares in connection with the Transaction,
                        (B) during the
                        period beginning on (but excluding) the Trade Date and ending
                        on the last
                        day of the
                        Relevant Period, if any, neither Counterparty nor its officers
                        or
                        employees shall, directly or indirectly, communicate any
                        information
                        regarding Counterparty or the Shares to any employee of Bank
                        or its
                        affiliates responsible for trading the Shares in connection
                        with the
                        transactions contemplated hereby,
                        (C) Counterparty is entering into the Transaction in good
                        faith and not as
                        part of a plan or scheme to evade compliance with federal
                        securities laws
                        including, without limitation, Rule 10b-5 promulgated under
                        the Exchange
                        Act and (D) Counterparty will not alter or deviate from this
                        Confirmation
                        or enter into or alter a corresponding hedging transaction
                        with respect to
                        the Shares. Counterparty also acknowledges and agrees that
                        any amendment,
                        modification, waiver or termination of this Confirmation
                        must be effected
                        in accordance with the requirements for the amendment or
                        termination of a
                        “plan” as defined in Rule 10b5-1(c) under the Exchange Act. Without
                        limiting the generality of the foregoing, any such amendment,
                        modification, waiver or termination shall be made in good
                        faith and not as
                        part of a plan or scheme to evade the prohibitions of Rule
                        10b-5 under the
                        Exchange Act, and no such amendment, modification, waiver
                        or termination
                        shall be made at any time at which Counterparty or any officer
                        or director
                        of Counterparty is aware of any material nonpublic information
                        regarding
                        Counterparty or the Shares.

                       

                    
	 	
                      (b)   Counterparty
                        agrees that neither Counterparty nor any of its affiliates
                        or agents
                        shall, without prior notice to Bank, take any action that
                        would cause
                        Regulation M to be applicable to any purchases of Shares,
                        or any
                        security
                        for which the Shares are a reference security (as defined
                        in Regulation
                        M), by Counterparty or any of its affiliated purchasers (as
                        defined in
                        Regulation M) during the Relevant Period.

                       

                    
	 	
                      (c)         
                        Counterparty
                        shall, at least one day prior to the first day of the Relevant
                        Period,
                        notify Bank of the total number of Shares purchased in Rule
                        10b-18
                        purchases of blocks pursuant to the once-a-week block exception
                        contained
                        in Rule 10b-18(b)(4) by or for Counterparty or any of its
                        affiliated
                        purchasers during each of the four calendar weeks preceding
                        the first day
                        of the Relevant Period and during the calendar week in which
                        the first day
                        of the Relevant Period occurs (“Rule 10b-18 purchase”, “blocks” and
                        “affiliated purchaser” each being used as defined in Rule 10b-18).
                        

                       

                    
	 	
                      (d)         
                        During
                        the Relevant Period, Counterparty shall (i) notify Bank prior
                        to the
                        opening of trading in the Shares on any day on which Counterparty
                        makes,
                        or expects to be made, any public announcement (as defined
                        in Rule 165(f)
                        under the Securities Act of 1933, as amended (the “Securities
                        Act”),
                        of any merger, acquisition, or similar transaction involving
                        a
                        recapitalization relating to the Company (other than any
                        such transaction
                        in which the consideration consists solely of cash and there
                        is no
                        valuation period), (ii) promptly notify Bank following any
                        such
                        announcement that such announcement has been made, and (iii)
                        promptly
                        deliver to Bank following the making of any such announcement
                        a
                        certificate indicating (A) Counterparty’s average daily Rule 10b-18
                        purchases (as defined in Rule 10b-18) during the three full
                        calendar
                        months preceding the date of the announcement of such transaction
                        and (B)
                        Counterparty’s block purchases (as defined in Rule 10b-18) effected
                        pursuant to paragraph (b)(4) of Rule 10b-18 during the three
                        full calendar
                        months preceding the date of the announcement of such transaction.
                        In
                        addition, Counterparty shall promptly notify Bank of the
                        earlier to occur
                        of the completion of such transaction and the completion
                        of the vote by
                        target shareholders. Counterparty acknowledges that any such
                        public
                        announcement may result in a Regulatory Disruption and may
                        cause the
                        Relevant Period to be suspended. Accordingly, Counterparty
                        acknowledges
                        that its actions in relation to any such announcement or
                        transaction must
                        comply with the standards set forth in Section 6(a).

                       

                    
	 	
                      (e)         
                        Without
                        the prior written consent of Bank, which shall not be unreasonably
                        delayed
                        or withheld, Counterparty shall not, and shall cause its
                        affiliated
                        purchasers (each as defined in Rule 10b-18) not to, directly
                        or indirectly
                        (including, without limitation, by means of a cash-settled
                        or other
                        derivative instrument) purchase, offer to purchase, place
                        any bid or limit
                        order that would effect a purchase of, or commence any tender
                        offer
                        relating to, any Shares (or an equivalent interest, including
                        a unit of
                        beneficial interest in a trust or limited partnership or
                        a depository
                        share) or any security convertible into or exchangeable for
                        Shares during
                        the Relevant Period; provided,
                        however, that such affiliated purchasers shall be entitled
                        to purchase
                        Shares from Counterparty upon the exercise of options granted
                        to such
                        affiliated purchasers or pursuant to any equity-based plan
                        of
                        Counterparty. During such time, any purchases of Shares (or
                        any security
                        convertible into or exchangeable for Shares) by Counterparty
                        shall be made
                        through Bank (unless otherwise consented to by Bank) and
                        subject to such
                        conditions as Bank shall impose, and shall be in compliance
                        with Rule
                        10b-18 or otherwise in a manner that Counterparty and Bank
                        believe is in
                        compliance with applicable requirements (including, without
                        limitation,
                        Rule 10b-5, Regulation 13D-G and Regulation 14E under the
                        Exchange Act).
                        

                       

                    
	 	
                      (f)         
                        Counterparty
                        acknowledges that it shall not (i) declare any ordinary cash
                        dividend on
                        the Shares with a ex-dividend date occurring prior to or
                        on the Valuation
                        Date or (ii) declare any Dividend (as defined above) other
                        than an
                        ordinary cash dividend on the Shares, in either case that
                        affects any
                        Dividend for which the ex-dividend date occurs during the
                        period from and
                        including the Trade Date to and including the Valuation Date,
                        and that any
                        such declaration of a dividend shall constitute an Additional
                        Termination
                        Event with respect to this Transaction, with respect to which
                        Counterparty
                        shall the sole Affected Party.

                       

                    
	
                      7.

                       

                    	
                      Representations,
                        Warranties and Agreements.

                       

                    
	 	
                      (a)          
                        In
                        addition to the representations, warranties and agreements
                        in the
                        Agreement and those contained elsewhere herein, Counterparty
                        represents
                        and warrants to and for the benefit of, and agrees with,
                        Bank as follows:
                        

                       

                    
	 	
                       (i)
                        (A)    None of Counterparty and its officers and directors
                        is aware of any material nonpublic information regarding
                        Counterparty or
                        the Shares and (B) Counterparty is in compliance in all material
                        respects
                        with its reporting obligations under the Exchange Act, and
                        its most recent
                        Annual Report on Form 10-K, together with all reports subsequently
                        filed
                        by it pursuant to the Exchange Act, taken together and as
                        amended and
                        supplemented to the date of this representation, do not,
                        as of their
                        respective filing dates, contain any untrue statement of
                        a material fact
                        or omit to state any material fact required to be stated
                        therein or
                        necessary to make the statements therein, in light of the
                        circumstances
                        under which they were made, not misleading.

                       

                    
	 	
                       (ii)  
                        Without limiting the generality of Section 13.1 of the Equity
                        Definitions,
                        Counterparty acknowledges that Bank is not making any representations
                        or
                        warranties with respect to the treatment of the Transaction
                        under FASB
                        Statements 133, as amended, or 150, EITF Issue No. 00-19
                        (or any successor
                        issue statements) or under FASB’s Liabilities & Equity
                        Project.

                       

                    
	 	
                       (iii) 
                        Without limiting the generality of Section 3(a)(iii) of the
                        Agreement, the
                        Transaction will not violate Rule 13e-1 or Rule 13e-4 under
                        the Exchange
                        Act.

                       

                    
	 	
                       (iv)  
                        Prior to the Trade Date, Counterparty shall deliver to Bank
                        a resolution
                        of Counterparty’s board of directors authorizing the Transaction and such
                        other certificate or certificates as Bank shall reasonably
                        request.
                        Counterparty has publicly disclosed on March 1, 2007 its
                        intention to
                        repurchase Shares for up to USD $500,000,000 and, since such
                        disclosure
                        has not purchased Shares for more than USD $500,000,000 minus
                        the
                        Prepayment Amount.

                       

                    
	 	
                       (v)  
                        Counterparty is not entering into this Confirmation to create
                        actual or
                        apparent trading activity in the Shares (or any security
                        convertible into
                        or exchangeable for Shares) or to raise or depress or otherwise
                        manipulate
                        the price of the Shares (or any security convertible into
                        or exchangeable
                        for Shares) or otherwise in violation of the Exchange Act,
                        and will not
                        engage in any other securities or derivative transaction
                        to such ends.
                        

                       

                    
	 	
                       (vi) 
                        Counterparty is
                        not entering into this Transaction on the basis of, and is
                        not aware of,
                        any material non-public information with respect to the Common
                        Stock or in
                        anticipation of, in connection with, or to facilitate, a
                        distribution of
                        its securities, a self tender offer or a third-party tender
                        offer.

                       

                    
	 	
                       (vii) 
                        Counterparty is not, and after giving effect to the transactions
                        contemplated hereby will not be, an “investment company” as such term is
                        defined in the Investment Company Act of 1940, as amended.

                       

                    
	 	
                       (viii)
                        (A)  The assets of Counterparty at their fair valuation exceed
                        the
                        liabilities of Counterparty, including contingent liabilities,
                        (B) the
                        capital of Counterparty is adequate to conduct the business
                        of
                        Counterparty and (C) Counterparty has the ability to pay
                        its debts and
                        obligations as such debts mature and does not intend to,
                        or does not
                        believe that it will, incur debt beyond its ability to pay
                        as such debts
                        mature.

                       

                    
	 	
                      (b)    Each
                        of Bank and Counterparty agrees and represents that it is
                        an “eligible
                        contract participant” as defined in Section 1a(12) of the U.S. Commodity
                        Exchange Act, as amended.

                       

                    
	 	
                      (c)    Each
                        of Bank and Counterparty acknowledges that the offer and
                        sale of the
                        Transaction to it is intended to be exempt from registration
                        under the
                        Securities Act, by virtue of Section 4(2) thereof. Accordingly,
                        Counterparty represents and warrants to Bank that (i) it
                        has the financial
                        ability to bear the economic risk of its investment in the
                        Transaction and
                        is able to bear a total loss of its investment, (ii) it is
                        an “accredited
                        investor” as that term is defined in Regulation D as promulgated under
                        the
                        Securities Act, (iii) it is entering into the Transaction
                        for its own
                        account and without a view to the distribution or resale
                        thereof, and (iv)
                        the assignment, transfer or other disposition of the Transaction
                        has not
                        been and will not be registered under the Securities Act
                        and is restricted
                        under this Confirmation, the Securities Act and state securities
                        laws.

                       

                    
	 	
                      (d)    The
                        parties hereto agree and acknowledge that Bank is a “financial
                        institution,” “swap participant” and “financial participant” within the
                        meaning of Sections 101(22), 101(53C) and 101(22A) of Title
                        11 of the
                        United States Code (the “Bankruptcy
                        Code”).
                        The parties hereto further agree and acknowledge that (A)
                        this
                        Confirmation is (i) a “securities contract,” as such term is defined in
                        Section 741(7) of the Bankruptcy Code, with respect to which
                        each payment
                        and delivery hereunder or in connection herewith is a “settlement payment”
                        within the meaning of Sections 362 and 546 of the Bankruptcy
                        Code and (ii)
                        a “swap agreement,” as such term is defined in Section 101(53B) of the
                        Bankruptcy Code, with respect to which each payment and delivery
                        hereunder
                        or in connection herewith is a “transfer” and a “payment or other transfer
                        of property” within the meaning of Sections 362 and 546 of the Bankruptcy
                        Code, and (B) Bank is entitled to the protections afforded
                        by, among other
                        sections, Sections 362(b)(6), 362(b)(17), 362(o), 546(e),
                        546(g), 555, 560
                        and 561 of the Bankruptcy Code. 

                       

                    
	 	
                      (e)    Bank
                        represents and warrants that it has in place and agrees that
                        it will
                        maintain reasonable policies and procedures, taking into
                        consideration the
                        nature of its business, to ensure that individuals making
                        investment
                        decisions will not violate laws prohibiting trading on the
                        basis of
                        material nonpublic information. Such individuals shall not
                        be in
                        possession of material nonpublic information with respect
                        to Counterparty
                        during all relevant times beginning on the date hereof and
                        continuing
                        through the Relevant Period. 

                       

                    
	
                      8.

                       

                    	
                      Other
                        Provisions.

                       

                    
	 	
                      (a)    Alternative
                        Calculations and Payment on Early Termination and on Certain
                        Extraordinary
                        Events.
                        If, Bank shall owe Counterparty any amount pursuant to Sections
                        12.2,
                        12.3, 12.6, 12.7 or 12.9 of the Equity Definitions (except
                        in the event of
                        an Insolvency, a Nationalization, a Tender Offer or a Merger
                        Event, in
                        each case, in which the consideration or proceeds to be paid
                        to holders of
                        Shares consists solely of cash) or pursuant to Section 6(d)(ii)
                        of the
                        Agreement (except in the event of an Event of Default in
                        which
                        Counterparty is the Defaulting Party or a Termination Event
                        in which
                        Counterparty is the Affected Party, that resulted from an
                        event or events
                        within Counterparty’s control) (a “Payment
                        Obligation”),
                        Counterparty shall have the right, in its sole discretion,
                        to require Bank
                        to satisfy any such Payment Obligation by the Share Termination
                        Alternative (as defined below) by giving irrevocable telephonic
                        notice to
                        Bank, confirmed in writing within one Scheduled Trading Day,
                        between the
                        hours of 9:00 A.M. and 4:00 P.M. New York City time on the
                        Merger Date,
                        Tender Offer Date, Announcement Date or Early Termination
                        Date, as
                        applicable (“Notice
                        of Share Termination”).
                        Upon such Notice of Share Termination, the following provisions
                        shall
                        apply on the Scheduled Trading Day immediately following
                        the Merger Date,
                        the Tender Offer Date, Announcement Date or Early Termination
                        Date, as
                        applicable:

                       

                    
	
                      Share
                        Termination Alternative:

                       

                    	
                      Applicable
                        and means that Bank shall deliver to Counterparty the Share
                        Termination
                        Delivery Property on the date on which the Payment Obligation
                        would
                        otherwise be due pursuant to Section 12.7 or 12.9 of the
                        Equity
                        Definitions or Section 6(d)(ii) of the Agreement, as applicable
                        (the
                        “Share
                        Termination Payment Date”),
                        in satisfaction of the Payment Obligation. 

                       

                    
	
                      Share
                        Termination Delivery 

                      Property:

                       

                    	
                      A
                        number of Share Termination Delivery Units, as calculated
                        by the
                        Calculation Agent, equal to the Payment Obligation divided
                        by the Share
                        Termination Unit Price. The Calculation Agent shall adjust
                        the Share
                        Termination Delivery Property by replacing any fractional
                        portion of a
                        security therein with an amount of cash equal to the value
                        of such
                        fractional security based on the values used to calculate
                        the Share
                        Termination Unit Price. 

                       

                    
	
                      Share
                        Termination Unit Price:

                       

                    	
                      The
                        value of property contained in one Share Termination Delivery
                        Unit on the
                        date such Share Termination Delivery Units are to be delivered
                        as Share
                        Termination Delivery Property, as determined by the Calculation
                        Agent
                        (pursuant to Paragraph (e) of this Section 9) and notified
                        by the
                        Calculation Agent to Bank at the time of notification of
                        the Payment
                        Obligation. 

                       

                    
	
                      Share
                        Termination Delivery Unit:

                       

                    	
                      In
                        the case of a Termination Event, Event of Default or Delisting,
                        one Share
                        or, in the case of an Insolvency, Nationalization, Merger
                        Event or Tender
                        Offer, a unit consisting of the number or amount of each
                        type of property
                        received by a holder of one Share (without consideration
                        of any
                        requirement to pay cash or other consideration in lieu of
                        fractional
                        amounts of any securities) in such Insolvency, Nationalization,
                        Merger
                        Event or Tender Offer. If such Insolvency, Nationalization,
                        Merger Event
                        or Tender Offer involves a choice of consideration to be
                        received by
                        holders, such holder shall be deemed to have elected to receive
                        the
                        maximum possible amount of cash.

                       

                    
	
                      Failure
                        to Deliver:

                       

                    	
                      Applicable

                       

                    
	
                      Other
                        applicable provisions:

                       

                    	
                      If
                        Share Termination Alternative is applicable, the provisions
                        of Sections
                        9.8, 9.9, 9.10, 9.11 (except that the Representation and
                        Agreement
                        contained in Section 9.11 of the Equity Definitions shall
                        be modified by
                        excluding any representations therein relating to restrictions,
                        obligations, limitations or requirements under applicable
                        securities laws
                        as a result of the fact that Counterparty is the Issuer of
                        the Shares) and
                        9.12 of the Equity Definitions will be applicable, except
                        that all
                        references in such provisions to “Physically-Settled” shall be read as
                        references to “settled by Share Termination Alternative” and all
                        references to “Shares” shall be read as references to “Share Termination
                        Delivery Units”.

                       

                    
	 	
                      (b)    Calculations.
                        All determinations made by the Calculation Agent shall be
                        made in good
                        faith and in a commercially reasonable manner. Following
                        any calculation
                        by the Calculation Agent hereunder, upon a prior written
                        request by the
                        Counterparty, the Calculation Agent will provide to the Counterparty
                        by
                        e-mail to the e-mail address provided by the Counterparty
                        in such a prior
                        written request a report (in a commonly used file format
                        for the storage
                        and manipulation of financial data) displaying in reasonable
                        detail the
                        basis for such calculation.

                       

                    
	 	
                      (c)    Equity
                        Rights.
                        Bank acknowledges and agrees that this Confirmation is not
                        intended to
                        convey to it rights with respect to the Transaction that
                        are senior to the
                        claims of common stockholders in the event of Counterparty’s bankruptcy.
                        For the avoidance of doubt, the parties agree that the preceding
                        sentence
                        shall not apply at any time other than during Counterparty’s bankruptcy to
                        any claim arising as a result of a breach by Counterparty
                        of any of its
                        obligations under this Confirmation or the Agreement. For
                        the avoidance of
                        doubt, the parties acknowledge that this Confirmation is
                        not secured by
                        any collateral that would otherwise secure the obligations
                        of Counterparty
                        herein under or pursuant to any other agreement. 

                       

                    
	 	
                      (d)    Assignment.
                        Notwithstanding Section 7 of the Agreement, Bank may assign
                        it rights and
                        obligations under the Transaction, in whole and not in part,
                        to any
                        Affiliate of Bank effective upon delivery to Counterparty
                        of the full
                        unconditional guarantee by Bank, in favor of Counterparty,
                        of the
                        obligations of such Affiliate; provided,
                        however, that Bank shall not assign its rights or delegate
                        its obligations
                        under this Transaction if such assignment or delegation would
                        result in
                        (i) an Event of Default with respect to which Bank is the
                        Defaulting
                        Party, a Termination Event, a Potential Event of Default
                        with respect to
                        which Bank would be the Defaulting Party or a potential Termination
                        Event,
                        (ii) Counterparty being required to pay to the transferee
                        an amount in
                        respect of an Indemnifiable Tax under Section 2(d)(i)(4)
                        (except in
                        respect of interest under Section 2(e), 6(d)(ii) or 6(e))
                        greater than the
                        amount that Counterparty would have been required to pay
                        Bank in the
                        absence of such transfer, or (iii) Counterparty receiving
                        a payment from
                        which an amount has been withheld or deducted, on account
                        of a Tax under
                        Section 2(d)(i) (except in respect of interest under Section
                        2(e),
                        6(d)(ii) or 6(e)), in excess of the amount that Bank would
                        have been
                        required to so withhold or deduct in the absence of such
                        transfer, unless
                        the transferee would be required to make additional payments
                        pursuant to
                        Section 2(d)(i)(4) corresponding to such withholding or deduction.
                        

                       

                    
	 	
                      (e)    Agreement
                        Regarding Calculations.
                        In
                        calculating any adjustment pursuant to Article 11 of the
                        Equity
                        Definitions or any amount payable pursuant to Article 12
                        of the Equity
                        Definitions or Section 6 of the Agreement, the Calculation
                        Agent shall not
                        take into account (i) changes to costs of funding, stock
                        loan rates or any
                        dividends since the trade date or (ii) losses or costs incurred
                        in
                        connection with terminating, liquidating or re-establishing
                        any hedge
                        related to the Transaction (or any gain resulting from any
                        of them).
                        

                       

                    
	 	
                      (f)    Special
                        Provisions for Counterparty Payments.
                        The parties hereby agree that, notwithstanding anything to
                        the contrary
                        herein or in the Agreement, in the event that (i) an Early
                        Termination
                        Date (whether as a result of an Event of Default or Termination
                        Event)
                        occurs or is designated with respect to any Transaction and,
                        as a result,
                        Counterparty owes to Bank an amount calculated under Section
                        6(e) of the
                        Agreement or (ii) an Extraordinary Event occurs that results
                        in the
                        termination or cancellation of any Transaction pursuant to
                        Article 12 of
                        the Equity Definitions and, as a result, Counterparty owes
                        to Bank a
                        Cancellation Amount or any other amount in respect to the
                        Transaction,
                        such amount shall be deemed to be zero. For the avoidance
                        of doubt, the
                        Counterparty shall not be required to make any additional
                        cash payments
                        (other than the Prepayment Amount) or deliver (or return)
                        any Shares in
                          connection with the Transaction. 

                       

                    
	 	
                      (g)    Disclosure.
                        Effective from the date of commencement of discussions concerning
                        the
                        Transaction, Counterparty and each of its employees, representatives,
                        or
                        other agents may disclose to any and all persons, without
                        limitation of
                        any kind, the tax treatment and tax structure of the Transaction
                        and all
                        materials of any kind (including opinions or other tax analyses)
                        that are
                        provided to Counterparty relating to such tax treatment and
                        tax
                        structure.

                       

                    
	 	
                      (h)    Designation
                        by Bank.
                        Notwithstanding any other provision in this Confirmation
                        to the contrary,
                        Bank (the “Designator”)
                        may designate any of its Affiliates (the “Designee”)
                        to deliver and otherwise perform its obligations to deliver
                        any Shares or
                        other securities in respect of the Transaction, and the Designee
                        may
                        assume such obligations, if any. Such designation shall not
                        relieve the
                        Designator of any of its obligations, if any, hereunder.
                        Notwithstanding
                        the previous sentence, if the Designee shall have performed
                        the
                        obligations, if any, of the Designator hereunder, then the
                        Designator
                        shall be discharged of its obligations, if any, to Counterparty
                        to the
                        extent of such performance. 

                       

                    
	 	
                      (i)    No
                        Commissions.
                        For avoidance of doubt, Counterparty shall have no obligation
                        to pay to
                        Bank or to any other
                        party any brokerage commission or similar fee for any purchase
                        or sale of
                        Shares (by any party) in connection with the Transaction.


                       

                    
	 	
                      (j)    Waiver
                        of Trial by Jury.
                        EACH
                        OF COUNTERPARTY AND BANK HEREBY IRREVOCABLY WAIVES (ON ITS
                        OWN BEHALF AND,
                        TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS
                        STOCKHOLDERS)
                        ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
                        (WHETHER BASED ON CONTRACT, TORT
                        OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TRANSACTION
                        OR THE ACTIONS
                        OF BANK OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE
                        OR ENFORCEMENT
                        HEREOF. 

                       

                    
	 	
                      (k)    Set-off
                        and Netting.
                        For the avoidance of doubt, the Parties' intention is that
                        this
                        Confirmation and the Transaction not be affected in any way
                        by any other
                        contractual arrangement between the Parties or their respective
                        Affiliates
                        (each, an “Other
                        Contract”).
                        Accordingly, (i) notwithstanding anything in this Confirmation
                        to the
                        contrary, neither Party shall be entitled to exercise any
                        rights under
                        this Confirmation or the Transaction based on an Other Contact,
                        including,
                        without limitation, any set-off or netting rights or any
                        right to declare
                        a default or termination under this Confirmation or Transaction
                        due to a
                        default by the other Party or its Affiliates under any Other
                        Contract, and
                        (ii) notwithstanding any provision in any Other Agreement
                        to the contrary,
                        neither Party nor any of its Affiliates shall be entitled
                        to exercise any
                        rights under any Other Contract based on this Confirmation
                        or the
                        Transaction, including, without limitation, any set-off or
                        netting rights
                        or any right to declare a default or termination under any
                        Other Contract
                        due to a default by the other Party or its Affiliates under
                        this
                        Confirmation or Transaction. In addition, each Party shall
                        cause its
                        Affiliates not to exercise any rights under any Other Contract
                        based on
                        this Confirmation or the Transaction and, upon the written
                        request of the
                        other Party, to cause such Affiliates to waive such rights
                        as they relate
                        to this Confirmation and the Transaction. 

                       

                    


            

          

        

      

      
         

        Please
          confirm your agreement to be bound by the terms stated herein by executing
          the
          copy of this Confirmation enclosed for that purpose and returning it to
          us by
          mail or facsimile transmission to the address for Notices indicated
          above.     

         

        


        
          	
                  Yours
                    sincerely,

                
	 
	
                  CITIBANK,
                    N.A.

                
	 
	
                  By:

                	 /s/
                  William Ortner
	
                  Name:

                	 William
                  Ortner
	
                  Title:

                	 Authorized
                  Representative


        

         

        


        
          	
                  Confirmed
                    as of the date first above written:

                
	 
	
                  CONSTELLATION
                    BRANDS, INC.

                
	 
	
                  By:

                	
                  /s/
                    Thomas D. Roberts

                
	
                  Name:

                	
                  Thomas
                    D. Roberts

                
	
                  Title:

                	
                  SVP
                    + Treasurer