Execution Copy
EXHIBIT 10.3
AMENDMENT NO. 4
AMENDMENT NO. 4 dated as of May 17, 1996, between CANANDAIGUA WINE COMPANY,
INC., a corporation duly organized and validly existing under the laws of the
State of Delaware (the "COMPANY"); each of the Subsidiaries of the Company
identified under the caption "SUBSIDIARY GUARANTORS" on the signature pages
hereto (individually, a "SUBSIDIARY GUARANTOR" and, collectively the "SUBSIDIARY
GUARANTORS" and, together with the Company, the "OBLIGORS"); each of the lenders
that is a signatory hereto (individually, a "BANK" and, collectively, the
"BANKS"); and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a national
banking association, as administrative agent for the Banks (in such capacity,
together with its successors in such capacity, the "ADMINISTRATIVE AGENT").
The Company, the Subsidiary Guarantors, the Banks and the Administrative
Agent are parties to a Third Amended and Restated Credit Agreement dated as of
September 1, 1995 (as modified and supplemented and in effect on the date
hereof, the "CREDIT AGREEMENT"). The Obligors and the Banks 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.
4, terms defined in the Credit Agreement are used herein as defined therein. In
addition, as used herein, "Amendment No. 3" means Amendment No. 3 to the Credit
Agreement dated as of the date hereof.
Section 2. AMENDMENTS. Subject to (i) the execution of this Amendment by
each Obligor, the Administrative Agent and each of the Banks, (ii) the
effectiveness of Amendment No. 3 (as provided in Section 3 thereof) and (iii)
the payment of the amendment fee specified in Section 3 hereof, but effective as
of February 29, 1996, the Credit Agreement shall be amended as follows:
A. The definition of "Operating Cash Flow", as such term is used in the
determination of the Debt Ratio for purposes of calculating the Applicable
Margin, the Commitment Fee Percentage and the Letter of Credit Fee Percentage,
is hereby amended as provided in Section 2.A of Amendment No. 3.
B. Section 2.12(b) of the Credit Agreement is hereby amended in its
entirety to read as follows:
"(b) REVOLVING CREDIT LOANS CLEAN-UP. The Company will from time to
time prepay the Revolving Credit Loans in such amounts as shall be
necessary so that for a period of
AMENDMENT NO. 4
at least thirty consecutive days at any time during the fiscal quarters
ending on May 31 and August 31 of each fiscal year (commencing with the
fiscal quarters ending May 31, 1996 and August 31, 1996), the aggregate
outstanding principal amount of the Revolving Credit Loans together with
the Letter of Credit Liabilities in respect of Revolving Letters of Credit
does not exceed the sum of (i) $60,000,000 PLUS (ii) the lesser of (x) the
amount expended by the Company for the purchase of vineyards and for making
improvements on vineyards at any time during the fiscal year ending
February 28, 1997 and (y) $17,500,000."
Section 3. AMENDMENT FEE. As consideration to the Banks for amending the
Credit Agreement as set forth in Section 2 hereof, the Company shall pay to the
Administrative Agent for account of each Bank executing this Amendment an
amendment fee equal to 0.125% of the sum of such Bank's (i) Letter of Credit
Liabilities in respect of the Barton Letter of Credit PLUS (ii) Revolving Credit
Commitment PLUS (iii) outstanding Term Loans.
Section 4. MISCELLANEOUS. Except as herein provided, the Credit Agreement
shall remain unchanged and in full force and effect. This Amendment No. 4 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. 4 by signing any such counterpart. This Amendment
No. 4 shall be governed by, and construed in accordance with, the law of the
State of New York.
AMENDMENT NO. 4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to
be duly executed and delivered as of the day and year first above written.
CANANDAIGUA WINE COMPANY, INC.
By /S/ ROBERT S. SANDS
--------------------------
Title: Executive Vice President
SUBSIDIARY GUARANTORS
BATAVIA WINE CELLARS, INC.
BISCEGLIA BROTHERS WINE COMPANY
CALIFORNIA PRODUCTS COMPANY
GUILD WINERIES & DISTILLERIES, INC.
(formerly known as Canandaigua
California Acquisition Corp.)
TENNER BROTHERS, INC.
WIDMER'S WINE CELLARS, INC.
VINTNERS INTERNATIONAL COMPANY, INC.
(formerly known as Canandaigua/Vintners
Acquisition Corp.)
By /S/ ROBERT S. SANDS
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Title: Secretary
CANANDAIGUA WEST, INC.
BARTON INCORPORATED
BARTON BRANDS, LTD.
BARTON BEERS, LTD.
BARTON BRANDS OF CALIFORNIA, INC.
BARTON BRANDS OF GEORGIA, INC.
BARTON DISTILLERS IMPORT CORP.
STEVENS POINT BEVERAGE COMPANY
MONARCH WINE COMPANY,
LIMITED PARTNERSHIP
By Barton Management, Inc.,
Corporate General Partner
BARTON MANAGEMENT, INC.
V ACQUISITION CORP.
By /S/ ROBERT S. SANDS
----------------------------
Title: Vice President
BARTON FINANCIAL CORPORATION
By /S/ DAVID S. SORCE
----------------------------
Title: Vice President
AMENDMENT NO. 4
BANKS
THE CHASE MANHATTAN BANK THE FIRST NATIONAL BANK OF CHICAGO
(NATIONAL ASSOCIATION),
ROCHESTER DIVISION
By /S/ DIANA LAURIA By /S/ J. GARLAND SMITH
--------------------------- --------------------------
Title: Vice President Title: Managing Director
WELLS FARGO BANK, N.A. MANUFACTURERS AND TRADERS TRUST
COMPANY
By /S/ LANCY GIN By /S/ PHILIP SMITH
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Title: Assistant Vice President Title: Regional Sr. Vice President
By /S/ PETER G. OLSON
---------------------------
Title: Senior Vice President
FLEET BANK PNC BANK, NATIONAL ASSOCIATION
By /S/ MARTIN K. BIRMINGHAM By /S/ THOMAS R. COLWELL
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Title: Assistant Vice President Title: Vice President
NATIONAL CITY BANK CORESTATES BANK, N.A.
By /S/ JED M. PARKER By /S/ BRIAN M. HALEY
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Title: Vice President Title: Vice President
THE FUJI BANK LIMITED, THE BANK OF NOVA SCOTIA
NEW YORK BRANCH
By /S/ J. ALAN EDWARDS
----------------------------
By /S/ TEIJITERAMOTO Title: Authorized Signatory
----------------------------
Title: Vice President and Manager
CREDIT SUISSE THE SUMITOMO BANK, LIMITED
NEW YORK BRANCH
By /S/ JOEL GLODOWSKI
----------------------------
Title: Member Senior Management By /S/ Y. KAWAMURA
---------------------------
Title: Joint General Manager
By /S/ CHRIS T. HORGAN
---------------------------- By
Title: Associate ---------------------------
Title
KEY BANK OF NEW YORK CHEMICAL BANK
By /S/ TIMOTHY A. MERRIMAN By /S/ J. SPILLANE
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Title: Vice President Title: Vice President
AMENDMENT NO. 4
COOPERATIVE CENTRAL RAIFFEISEN- LTCB TRUST COMPANY
BOERENLEENBANK B.A. "RABOBANK
NEDERLAND", NEW YORK BRANCH
By /S/ JOANNA M. SOLOWSKI By /S/ RENE' O. LEBLANC
------------------------------ ---------------------------
Title: Vice President Title: Senior Vice President
By /S/ ROBERT S. BUCKLIN
------------------------------
Title: Deputy General Manager
DG BANK DEUTSCHE GENOSSEN- NBD BANK
SCHAFTSBANK, CAYMAN ISLAND
By By /S/ J. GARLAND SMITH
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Title: Title: Managing Director
By
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Title:
THE ADMINISTRATIVE AGENT
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Administrative Agent
By /S/ CAROL A. ULMER
-------------------------
Title: Vice President
AMENDMENT NO. 4