exhibit 2. 1 execution copy first amendment to amended and restated membership interest purchase agreement this first amendment to amended and restated membership interest purchase agreement ( this “ amendment ” ) is made and entered into as of april 19, 2013, and amends that certain amended and restated membership interest purchase agreement, dated as of february 13, 2013 ( the “ original execution date ” ), by and among constellation beers ltd., a maryland corporation ( “ constellation beers ” ), constellation brands beach holdings, inc., a delaware corporation ( “ cbbh ” ), constellation brands, inc., a delaware corporation ( “ cbi ” ), and anheuser - busch inbev sa / nv, a belgian corporation ( “ abi ” ) ( the “ agreement ” ). w i t n e s s e t h whereas, on july 17, 2006, diblo, s. a. de c. v., a mexican sociedad anonima de capital variable ( “ diblo ” ), and constellation beers ( then known as barton beers, ltd. ) agreed to establish and engage in a joint venture, crown imports llc, a delaware limited liability company ( the “ importer ” ), for the principal purpose of importing, marketing and selling beer packaged in containers bearing one or more of the trademarks belonging to grupo modelo, s. a. b. de c. v., a sociedad anonima bursatil de capital variable organized under the laws of mexico ( “ grupo modelo ” ), or one of its affiliates ; whereas, gmodelo corporation, a delaware corporation and a subsidiary of grupo modelo ( “ seller ” ), and constellation beers are parties to that certain amended and restated limited liability company agreement of crown imports llc, dated as of january 2, 2007 ( as amended through june 28, 2012, the “ llc agreement ” ) ; whereas, seller holds fifty percent ( 50 % ) of the limited liability company membership interests ( the “ llc interests ” ) of the importer ( the limited liability company membership interests owned by seller, the “ importer interest ” ) ; whereas, on february 13, 2013, constellation beers, cbbh, cbi and abi enterered into the agreement, pursuant to which abi shall cause seller to divest, and cbi shall cause constellation beers and cbbh to acquire, the importer interest ; and whereas, the