[Execution Copy]
AMENDMENT NO. 1
AMENDMENT NO. 1 dated as of February 13, 2001 between CONSTELLATION BRANDS,
INC. (formally known as Canandaigua Brands, Inc.), a Delaware corporation (the
"Borrower"); each of the Subsidiaries of the Borrower identified under the
caption "SUBSIDIARY GUARANTORS" on the signature pages hereto (individually, a
"Subsidiary Guarantor" and, collectively the "Subsidiary Guarantors" and,
together with the Borrower, the "Obligors"); and THE CHASE MANHATTAN BANK, as
administrative agent for the Lenders referred to below (in such capacity,
together with its successors in such capacity, the "Administrative Agent").
The Borrower, the Subsidiary Guarantors, certain financial institutions
(the "Lenders") and the Administrative Agent are parties to a Credit Agreement
dated as of October 6, 1999 (as in effect on the date hereof, the "Credit
Agreement"). The Obligors and the Administrative Agent (having previously
obtained the authorization of the Required Lenders) wish to amend the Credit
Agreement in certain respects and, accordingly, the parties hereto hereby agree
as follows:
Section 1. DEFINITIONS. Except as otherwise defined in this Amendment No.
1, terms defined in the Credit Agreement (as amended hereby) are used herein as
defined therein.
Section 2. AMENDMENTS. Subject to the satisfaction of the conditions
specified in Section 4 hereof, but with effect on and after the date hereof, the
Credit Agreement is amended as follows:
(a) Article I of the Credit Agreement is amended by adding the
following definition in its appropriate alphabetic location:
"'Turner Road Acquisition' means the acquisition of certain property
and assets of Sebastiani Vineyards, a Delaware corporation ("SVI"), and
Tuolomne River Vintners Group, a California partnership (together with SVI,
the "Sellers") pursuant to a purchase agreement dated as of February 1,
2001 among the Sellers and Canadaigua Wine Company, Inc. a Wholly-Owned
Subsidiary of the Borrower and a Subsidiary Guarantor, for an aggregate
purchase price approximately equal to $295,000,000, as such purchase price
may be adjusted in accordance with the terms of such purchase agreement as
in effect on February 1, 2001."
(b) Clause (iii) of the definition of "Net Available Proceeds" in
Article I of the Credit Agreement is amended and restated to read in its
entirety as follows:
"(iii) in the case of any Equity Issuance, the aggregate amount of all
cash received by the Borrower and its Subsidiaries in respect of such
Equity Issuance (net of (x) expenses incurred by the Borrower and its
Subsidiaries in connection therewith and (y) cash proceeds so received and
applied to refinance Subordinated Indebtedness as contemplated by Section
7.11), PROVIDED that the first $125,000,000 of cash received by the
Borrower and its Subsidiaries after February 1, 2001 and prior to April 30,
2001 in
Amendment No. 1
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respect of any single Equity Issuance will not constitute Net Available
Proceeds for the purpose of this definition; and"
(c) Clause (a) of Section 6.08 of the Credit Agreement is amended and
restated to read in its entirety as follows:
"(a) in the case of the Tranche I Revolving Loans only, repay on the
Effective Date Indebtedness owing under the Existing Credit Agreement and
make acquisitions permitted by Section 7.05(b) (PROVIDED that, as provided
in Section 7.05(b), the Borrower will not use more than $75,000,000 (or, in
the case of the Turner Road Acquisition, $125,000,000) of the proceeds of
each Tranche I Revolving Loan Borrowing to fund each transaction described
therein and/or pay any related fees or expenses referred to in said
Section),"
(d) Paragraphs (A) and (B) of Section 7.01(c)(ii) of the Credit
Agreement are amended and restated to read in their entirety as follows:
"(A) the aggregate principal amount of such other Indebtedness
incurred pursuant to this clause (c)(ii) after February 1, 2001 shall
not (for any one or more Debt Incurrences) exceed $400,000,000 in the
aggregate (plus, in the case of any Debt Incurrences denominated in
Sterling, an additional (pound) 100,000,000 in the aggregate);
(B) the Net Available Proceeds of such Indebtedness shall be
applied to prepay Loans in the manner provided in Section 2.11(b)(iv),
to finance one or more Acquisitions pursuant to Section 7.05(b) or to
repay at maturity or prepay in full the Borrower's Senior Subordinated
Notes due 2003, PROVIDED that the aggregate amount of such Net
Available Proceeds that may be applied by the Borrower (in excess of
$200,000,000 in the case of Net Available Proceeds to be applied to
finance the Turner Road Acquisition) to finance Acquisitions shall not
exceed, on any date, the aggregate amount of Net Available Proceeds of
Equity Issuances applied by the Borrower to the prepayment of Loans
hereunder (accompanied, in the case of prepayment of Revolving Loans,
by reductions of Commitments in like amount), whether pursuant to
Section 2.11(b)(ii) or otherwise, during the period from the date
hereof through such date;"
(e) Clause (ii) of the proviso in Section 7.05(b) of the Credit
Agreement is amended and restated to read in its entirety as follows:
"(ii) the Borrower will not use more than $75,000,000 (or, in the case
of the Turner Road Acquisition, $125,000,000) of the proceeds of one or
more Tranche I Revolving Loans to fund any single such transaction and/or
pay any related fees or expenses."
Amendment No. 1
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(f) Sections 7.10(b) of the Credit Agreement is amended and restated
to read in its entirety as follows:
"(b) SENIOR DEBT RATIO. The Borrower will not permit the Senior Debt
Ratio to exceed the following respective ratios at any time during the
following respective periods:
Period Ratio
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From February 13, 2001
through November 30, 2001 3.75 to 1
From December 1, 2001
through August 31, 2002 3.50 to 1
From September 1, 2002
and at all times thereafter 3.00 to 1
(g) Sections 7.11(ii) of the Credit Agreement is amended and restated
to read in its entirety as follows:
"(ii) so long as no Default shall have occurred and be continuing (or
will occur as a result of such payment), from the proceeds of Senior
Unsecured Indebtedness incurred in accordance with Section 7.01(c)(ii) in
an aggregate principal amount up to but not exceeding $200,000,000 and from
the proceeds of Subordinated Indebtedness issued in accordance with the
first paragraph in this Section, the Borrower may redeem Subordinated
Indebtedness that is being refinanced with any such proceeds,"
Section 3. REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants to the Lenders and the Administrative Agent that (i) the
representations and warranties set forth in the Credit Agreement, and of each
Obligor in each of the other Loan Documents to which it is party (but as to such
other Loan Documents, in all material respects), are true and correct on and as
of the date hereof as if made on and as of the date hereof (or, if any such
representation or warranty is expressly stated to have been made as of a
specific date, such representation or warranty shall be true and correct as of
such specific date) and (ii) at the time of and immediately after giving effect
to this Amendment No. 1, no Default has occurred and is continuing.
Section 4. CONDITIONS PRECEDENT. The amendments set forth in Section 2
hereof shall become effective, as of the date hereof, upon (i) the execution and
delivery of this Amendment No. 1 by the Obligors and the Administrative Agent
and (ii) the payment, on the date that the condition set forth in clause (i) of
this Section 4 is satisfied, to each Lender that authorizes the Administrative
Agent to execute this Amendment No. 1 not later than the close of business, New
York City time, on Monday, February 12, 2001, an amendment fee in an amount
equal to 0.15% of the sum of the aggregate amount of such Lender's Revolving
Commitments and Term Loans on the date the condition set for in clause (i) of
this Section 4 is satisfied.
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Section 5. MISCELLANEOUS. Except as herein provided, the Credit Agreement
shall remain unchanged and in full force and effect. This Amendment No. 1 may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same amendatory instrument and any of the parties hereto
may execute this Amendment No. 1 by signing any such counterpart. This Amendment
No. 1 shall be governed by, and construed in accordance with, the law of the
State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
be duly executed and delivered as of the day and year first above written.
CONSTELLATION BRANDS, INC.
By /s/ Thomas S. Summer
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Title: Executive Vice President
and Chief Financial Officer
SUBSIDIARY GUARANTORS
ALLBERRY, INC.
BATAVIA WINE CELLARS, INC.
CANANDAIGUA EUROPE LIMITED
CANANDAIGUA WINE COMPANY, INC
CLOUD PEAK CORPORATION
FRANCISCAN VINEYARDS, INC.
MT. VEEDER CORPORATION
POLYPHENOLICS, INC.
ROBERTS TRADING CORP.
By /s/ Thomas S. Summer
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Title: Treasurer
BARTON INCORPORATED
BARTON BRANDS, LTD.
BARTON BEERS, LTD.
BARTON BRANDS OF CALIFORNIA, INC.
BARTON BRANDS OF GEORGIA, INC.
BARTON CANADA, LTD.
BARTON DISTILLERS IMPORT CORP.
BARTON FINANCIAL CORPORATION
MONARCH IMPORT COMPANY
STEVENS POINT BEVERAGE CO.
By /s/ Thomas S. Summer
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Title: Vice President
CANANDAIGUA LIMITED
By /s/ Thomas S. Summer
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Title: Finance Director
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THE CHASE MANHATTAN BANK,
as Administrative Agent
By /s/ Gail Weiss
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Title: Vice President
Amendment No. 1
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