EXHIBIT 4.9
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[EXECUTION COPY]
TRANCHE II REVOLVING AGREEMENT (SERIES A)
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TRANCHE II REVOLVING AGREEMENT (SERIES A) dated as of July 15, 1998 between
CANANDAIGUA BRANDS, INC., the Tranche II Revolving Lenders party hereto and THE
CHASE MANHATTAN BANK, as Administrative Agent.
Canandaigua Brands, Inc., the Subsidiary Guarantors named therein, the
lenders named therein (including the Tranche II Revolving Lenders party hereto),
The Chase Manhattan Bank, as Administrative Agent, and Credit Suisse First
Boston, The First National Bank of Chicago, Fleet National Bank and The Bank of
Nova Scotia, as Co-Agents, are parties to a Credit Agreement dated as of
December 19, 1997 (the "Credit Agreement"). Terms defined in the Credit
Agreement are used herein as defined therein.
Pursuant to Section 2.01(c) of the Credit Agreement, the Borrower has
requested the Lenders to issue commitments to provide up to $100,000,000 of
Tranche II Revolving Commitments (Series A) (the "Series A Commitments"). The
Tranche II Revolving Lenders signatory to this Agreement have agreed to extend
such commitments and, accordingly, the parties hereto hereby agree as follows:
SECTION 1. SERIES A COMMITMENTS. Each Tranche II Revolving Lender executing
this Agreement hereby agrees, subject to the terms and conditions set forth in
the Credit Agreement, to make Tranche II Revolving Loans (herein, the "Series A
Loans") to the Borrower, and to participate in Swingline Loans and Letters of
Credit as provided in Sections 2.05 and 2.06, respectively, of the Credit
Agreement, from time to time during the Revolving Availability Period, in an
aggregate principal amount that will not result in (i) such Lender's Tranche II
Revolving Exposure in respect of Loans and participations in Swingline Loans and
Letters of Credit made pursuant to its Series A Commitment (herein, such
Lender's "Series A Exposure") exceeding such Lender's Series A Commitment, (ii)
the sum of the total Series A Exposures of all of the Tranche II Revolving
Lenders exceeding $100,000,000 or (iii) the sum of the total Tranche II
Revolving Exposures (including the Series A Exposures) of all of the Lenders
exceeding $200,000,000. Within the foregoing limits and subject to the terms and
conditions set forth herein and in the Credit Agreement, the Borrower may
borrow, prepay and reborrow Series A Loans.
SECTION 2. REPAYMENT, ETC. The Borrower hereby acknowledges and confirms
that it has agreed, under the terms of the Credit Agreement, to repay any
amounts of Series A Loans borrowed under the Credit Agreement when and as the
same become due and payable. The Borrower agrees that the interest options and
Applicable Rates on any Series A Loans (and on any Letters of Credit issued
under the Series A Commitments) shall be the same as those
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presently provided for Revolving Loans (or Letters of Credit) under the Credit
Agreement, and that the facility fee in respect of the Series A Commitments
shall be the same as that presently provided for Revolving Commitments under the
Credit Agreement. The Borrower hereby agrees upon the effectiveness of this
Agreement as provided in Section 3 below to pay to each Tranche II Revolving
Lender executing this Agreement an upfront fee equal to 1/8 of 1% of such
Tranche II Revolving Lender's Series A Commitments as set forth in Annex I
hereto.
SECTION 3. MISCELLANEOUS. This Agreement shall be construed in accordance
with and governed by the law of the State of New York. This Agreement may be
executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and any
separate letter agreements with respect to fees payable to the Administrative
Agent constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings,
oral or written, relating to the subject matter hereof. This Agreement shall
become effective when it shall have been executed by the Administrative Agent
and when the Administrative Agent shall have received counterparts hereof which,
when taken together, bear the signatures of each of the other parties hereto,
and thereafter shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers 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
By its signature below each Subsidiary Guarantor acknowledges and consents
to the foregoing Agreement and confirms that the obligations of the Borrower in
respect of Series A Loans under the Credit Agreement are entitled to the
benefits of the Guarantee of each Subsidiary Guarantor in Article III of the
Credit Agreement and shall constitute "Guaranteed Obligations" (as defined
therein) under and for all purposes of the Credit Agreement.
SUBSIDIARY GUARANTORS
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BATAVIA WINE CELLARS, INC.
CANANDAIGUA EUROPE LIMITED
CANANDAIGUA WINE COMPANY, INC
ROBERTS TRADING CORP. BARTON FINANCIAL CORPORATION
By /s/ Thomas S. Summer By /s/ David S. Sorce
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Title: Treasurer Title: Vice President
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
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TRANCHE II REVOLVING LENDERS
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THE CHASE MANHATTAN BANK,
as Tranche II Revolving Lender and as
Administrative Agent
By /s/ Carol A. Ulmer
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Title: Vice President
THE BANK OF NOVA SCOTIA
as Tranche II Revolving Lender and as
Co-Agent
By /s/ J. Alan Edwards
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Title: Authorized Signatory
CREDIT SUISSE FIRST BOSTON
as Tranche II Revolving Lender and as
Co-Agent
By /s/ Chris T. Horgan
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Title: Vice President
By /s/ Joel Gladowski
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Title: Managing Director
THE FIRST NATIONAL BANK OF CHICAGO
as Tranche II Revolving Lender and as
Co-Agent
By /s/ Amy L. Robbins
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Title: Vice President
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FLEET NATIONAL BANK
as Tranche II Revolving Lender and as
Co-Agent
By /s/ Martin K. Birmingham
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Title: Vice President
FIRST UNION NATIONAL BANK
By /s/ Robert A. Brown
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Title: Vice President
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By /s/ Jim Brown
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Title: Vice President
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A. "RABOBANK
NEDERLAND", NEW YORK BRANCH
DSR
By /s/ Angelo J. Balestrieri
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Title: Vice President
By /s/ W. Pieter c. Kodde
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Title: Vice President
SANWA BANK LTD.
By /s/ Stephen C. Small
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Title: Vice President & Area Manager
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STATE STREET BANK AND TRUST COMPANY
By /s/ Christopher Del Signore
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Title: Assistant Vice President
SUNTRUST BANK, ATLANTA
By /s/ Robert V. Honeycutt
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Title: Vice President
By /s/ F. Steven Parrish
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Title: Vice President
WELLS FARGO BANK, N.A.
By /s/ Clifford Lawrence
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Title: Vice President
TRANCHE II REVOLVING AGREEMENT (SERIES A)
AMONG THE COMPANY, ITS PRINCIPAL OPERATING SUBSIDIARIES,
AND CERTAIN BANKS FOR WHICH THE CHASE MANHATTAN BANK
ACTS AS ADMINISTRATIVE AGENT
THE OMITTED ANNEX
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ANNEX I - Commitments