EXHIBIT 4.25
EXECUTION COPY
AMENDMENT NO. 1
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AMENDMENT NO. 1 dated as of February 10, 2004, between CONSTELLATION
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 JPMORGAN CHASE 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"), certain other parties and the Administrative Agent are parties
to a Second Amended and Restated Credit Agreement dated as of October 31, 2003
(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) Section 1.01 of the Credit Agreement is amended by adding the following
definition in its appropriate alphabetical location:
"'Senior Subordinated Notes due 2009' means the Borrower's 8.50%
Senior Subordinated Notes due 2009 in an original aggregate principal
amount of U.S. $200,000,000."
(b) The second sentence of Section 7.11 of the Credit Agreement is amended
and restated to read in its entirety as follows:
"Neither the Borrower nor any of its Subsidiaries shall purchase,
redeem, retire or otherwise acquire for value, or set apart any money for a
sinking, defeasance or other analogous fund for, the purchase, redemption,
retirement or other acquisition of, or make any voluntary payment or
prepayment of the principal of or interest on, or any other amount owing in
respect of, any Subordinated Indebtedness, except that (i) the Borrower may
make payments on the regularly-scheduled payment dates with respect to the
principal of and interest on the Subordinated Indebtedness as in effect on
the date hereof (or, as to any Subordinated Indebtedness issued after the
date hereof, as originally in effect), (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 Subordinated Indebtedness issued in
accordance with the first paragraph of this Section, the Borrower may
redeem or prepay Subordinated Indebtedness that is being refinanced with
such proceeds, (iii) from the proceeds of Revolving Loans and/or cash held
by the Borrower or any Subsidiary, the Borrower may redeem the Senior
Subordinated Notes due 2009 in an aggregate amount (including any
associated premium thereon) not to exceed the sum of U.S.$208,500,000 plus
any accrued but unpaid interest thereon and any expenses associated with
such redemption, so long as at the time of any such redemption and after
giving effect thereto (x) no Default shall have occurred and be continuing
and (y) the Borrower shall be in compliance with Section 7.10 (the
determination of such ratios to be calculated under the assumption that
such redemption and any related Borrowing of Revolving Loans and
application of cash occurred at the beginning of the respective period),
and prior to any such redemption the Borrower shall deliver to the
Administrative Agent a certificate of a Financial Officer to the effect
specified in this clause (iii) and setting forth in reasonable detail the
computations necessary to determine compliance with the foregoing clause
(iii)(y) and (iv) the Borrower or any Subsidiary may acquire Subordinated
Indebtedness to the extent that the Borrower's investment therein is
permitted by Section 7.06(i)."
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 as if each reference to the "Credit Agreement", or
similar words of import, included reference to this Amendment No. 1 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 the execution and
delivery of this Amendment No. 1 by the Obligors and the Administrative Agent.
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.
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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Name: Thomas S. Summer
Title: Executive Vice President
and Chief Executive Officer
SUBSIDIARY GUARANTORS
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ALLBERRY, INC.
CLOUD PEAK CORPORATION
FRANCISCAN VINEYARDS, INC.
MT. VEEDER CORPORATION
By /s/ Thomas S. Summer
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Name: Thomas S. Summer
Title: Vice President and Treasurer
ROBERTS TRADING CORP.
By /s/ Thomas S. Summer
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Name: Thomas S. Summer
Title: President and Treasurer
CONSTELLATION INTERNATIONAL HOLDINGS LIMITED
CANANDAIGUA WINE COMPANY, INC.
By /s/ Thomas S. Summer
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Name: Thomas S. Summer
Title: Treasurer
BARTON INCORPORATED
BARTON BRANDS, LTD.
BARTON BEERS, LTD.
BARTON BEERS OF WISCONSIN, LTD.
BARTON BRANDS OF CALIFORNIA, INC.
BARTON BRANDS OF GEORGIA, INC.
BARTON CANADA, LTD.
BARTON DISTILLERS IMPORT CORP.
MONARCH IMPORT COMPANY
BARTON FINANCIAL CORPORATION
By /s/ Thomas S. Summer
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Name: Thomas S. Summer
Title: Vice President
CANANDAIGUA LIMITED
By /s/ Thomas S. Summer
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Name: Thomas S. Summer
Title: Finance Director
CBI AUSTRALIA HOLDINGS PTY LIMITED
By /s/ Thomas S. Summer
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Name: Thomas S. Summer
Title: Authorized Signatory
CONSTELLATION AUSTRALIA PTY LIMITED
By /s/ Thomas S. Summer
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Name: Thomas S. Summer
Title: Authorized Signatory
JPMORGAN CHASE BANK,
as Administrative Agent
By /s/ Laura J. Cumming
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Name: Laura J. Cumming
Title: Vice President