EXHIBIT 4.8
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[EXECUTION COPY]
AMENDMENT NO. 1
AMENDMENT NO. 1 dated as of June 19, 1998, between CANANDAIGUA BRANDS,
INC., a corporation duly organized and validly existing under the laws of the
State of Delaware (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 (in such capacity,
together with its successors in such capacity, the "Administrative Agent").
The Borrower, the Subsidiary Guarantors, certain lenders and the
Administrative Agent are parties to a Credit Agreement dated as of December 19,
1997 (the "Credit Agreement"). The Obligors and the Administrative Agent (the
Administrative Agent having been previously authorized by the Required Lenders
under the Credit Agreement) 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 are used herein as defined therein.
SECTION 2. AMENDMENTS. Subject to the execution and delivery hereof by each
of the parties hereto, the Credit Agreement shall be amended as follows:
2.01. The definitions of "Excess Cash Flow" and "Fixed Charges" in Section
1.01 of the Credit Agreement are hereby amended in their entirety to read as
follows:
"Excess Cash Flow" means, for any fiscal year, the sum of (a) Adjusted
Cash Flow for such fiscal year (determined without regard to the Adjustment
Amount) minus (b) Fixed Charges for such fiscal year plus (c) the sum (if
positive), or minus the sum (if negative), of the aggregate amount of
"change in operating assets and liabilities, net of effects from purchases
of businesses" as set forth on the consolidated statements of cash flows
for the Borrower and its Subsidiaries for such fiscal year, excluding,
however, any portion of such amount attributable to non-cash adjustments
(other than any non-cash adjustments related to Acquisitions) plus (d) the
aggregate amount (if positive), or minus the aggregate amount (if
negative), of "(repayment of) proceeds from notes payable, short-term
borrowings" as set forth on the consolidated statements of cash flows for
the Borrower and its Subsidiaries for such fiscal year (excluding
borrowings the proceeds of which are applied to make Restricted Payments
permitted under Section 7.05(b) and excluding also the repayment of
short-term borrowings from the proceeds of an Equity Issuance or Debt
Incurrence).
"Fixed Charges" means, for any period, the sum, for the Borrower and
its Consolidated Subsidiaries (determined on a consolidated basis without
duplication in
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accordance with GAAP), of the following: (a) all payments of principal of
Indebtedness scheduled to be made during such period plus (b) all Interest
Expense for such period plus (c) the aggregate amount of federal and state
taxes paid during such period to the extent that net operating income for
such period pursuant to clause (a) of the definition of "Operating Cash
Flow" in this Section has been calculated before giving effect to such
taxes plus (d) the aggregate amount of Restricted Payments made pursuant to
Section 7.05 (other than pursuant to clause (a)(i) thereof or pursuant to
paragraph (b) thereof) during such period.
2.02. Section 2.11(b) of the Credit Agreement is hereby amended in its
entirety to read as
follows:
"(b) Intentionally Left Blank. This paragraph (b) has been
intentionally left blank".
2.03. A new Section 4.18 is hereby added to the Credit Agreement to read as
follows:
"SECTION 4.18. Year 2000 Issues. Any reprogramming required to permit
the proper functioning, prior to, during and following the year 2000, of
(i) the Borrower's computer systems and (ii) equipment containing embedded
microchips (including systems and equipment supplied by others or with
which the Borrower's systems interface) and the testing of all such systems
and equipment, as so reprogrammed, will be completed consistent with
prudent operating practices. The cost to the Borrower of such reprogramming
and testing and of the reasonably foreseeable consequences of year 2000 to
the Borrower (including reprogramming errors and the failure of others'
systems or equipment) will not be material in amount."
2.04. Section 6.08 of the Credit Agreement is hereby amended by adding a
new sentence at the end thereof to read as follows:
"In addition to the foregoing, the proceeds of Tranche II Loans may be
used to finance the repurchase of shares of stock of the Borrower permitted
under Section 7.05."
2.05. Section 7.05(b) of the Credit Agreement is hereby amended in its
entirety to read as follows:
"(b) The Borrower may make Restricted Payments consisting of
repurchases of its capital stock, provided that:
(i) the aggregate amount of all such Restricted Payments made
during the term of this Agreement shall not exceed $100,000,000;
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(ii) after giving effect to any such Restricted Payment, the
Borrower shall be in compliance, on a pro forma basis, with Section
7.08 during the four quarter period most-recently ended under the
assumption that such Restricted Payment, and any related borrowing,
shall have been made or incurred at the beginning of such period (and,
to the extent requested by the Administrative Agent, the Borrower
shall have delivered a calculation demonstrating such pro forma
compliance satisfactory to the Administrative Agent); and
(iii) the Borrower will not make any Restricted Payment under
this paragraph (b) unless at the time thereof, and after giving effect
thereto, no Default shall have occurred and be continuing."
SECTION 3. 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.
CANANDAIGUA BRANDS, INC.
By: /s/ Thomas S. Summer
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Title: SR. Vice President and
Chief Financial Officer
BATAVIA WINE CELLARS, INC.
CANANDAIGUA EUROPE LIMITED
CANANDAIGUA WINE COMPANY, INC
ROBERTS TRADING CORP.
By: /s/ Thomas S. Summer
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Title: Treasurer
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BARTON INCORPORATED
BARTON BRANDS, LTD.
BARTON BEERS, LTD.
BARTON BRANDS OF CALIFORNIA, INC.
BARTON BRANDS OF GEORGIA, INC.
BARTON DISTILLERS IMPORT CORP.
MONARCH IMPORT COMPANY
STEVENS POINT BEVERAGE CO.
THE VIKING DISTILLERY, INC.
By: /s/ Robert Sands
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Title: Vice President
BARTON FINANCIAL CORPORATION
By: /s/ David S. Sorce
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Title: Vice President
THE CHASE MANHATTAN BANK, as
Administrative Agent
By: /s/ Carol A. Ulmer
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Title: Vice President