INCREMENTAL FACILITY LOAN AGREEMENT (SERIES A)
INCREMENTAL FACILITY LOAN AGREEMENT dated as of May 27, 1999
between CANANDAIGUA BRANDS, INC., the Subsidiary Guarantors party hereto, the
Incremental Facility Lenders party hereto and THE CHASE MANHATTAN BANK, as
Administrative Agent.
Canandaigua Brands, Inc., the Subsidiary Guarantors named
therein, the lenders named therein and The Chase Manhattan Bank, as
Administrative Agent, are parties to a Second Amended and Restated Credit
Agreement dated as of May 12, 1999, pursuant to which the First Amended and
Restated Credit Agreement dated as of November 2, 1998 between said parties was
further amended and restated (said First Amended and Restated Credit Agreement,
as so further amended and restated, being herein called 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 provide an aggregate amount of $200,000,000
of Incremental Facility Commitments, to be designated as "Series A Incremental
Facility Commitments", providing for "Series A Incremental Facility Loans". The
Incremental Facility Lenders signatory to this Agreement have agreed to enter
into such Commitments and make such Loans on the terms set forth below and,
accordingly, the parties hereto hereby agree as follows:
Section 1. Series A Incremental Facility Commitments. Each
Incremental Facility Lender executing this Agreement hereby agrees, subject to
the terms and conditions set forth in the Credit Agreement, to make a Series A
Incremental Facility Loan to the Borrower on or before June 30, 1999, in an
aggregate principal amount up to but not exceeding its Series A Incremental
Facility Commitment as set forth on each Incremental Facility Lender's signature
page hereto. Each Incremental Facility Lender's Series A Incremental Facility
Commitments not utilized on or before June 30, 1999 shall terminate at 5:00
p.m., New York Time, on June 30, 1999.
Section 2. Repayment, Etc. The Borrower hereby acknowledges
and confirms that it has agreed, pursuant to the Credit Agreement, to repay the
principal of the Series A Incremental Facility Loans borrowed under the Credit
Agreement when and as the same become due and payable as provided in the Credit
Agreement. The Borrower agrees that the Applicable Rate on any Series A
Incremental Facility Loan shall be the appropriate rates specified in the
definition of Applicable Rate in Section 1.01 of the Credit Agreement.
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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 any number of counterparts, all of which taken together shall
constitute one and the same instrument and any of the parties hereto may execute
this Agreement by signing any such counterpart and sending the same by
telecopier, mail messenger or courier to the Administrative Agent or counsel to
the Administrative Agent. 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
---------------------
Title:Senior Vice President
and Chief Financial
Officer
SUBSIDIARY GUARANTORS
BATAVIA WINE CELLARS, INC.
CANANDAIGUA EUROPE LIMITED
CANANDAIGUA WINE COMPANY, INC
POLYPHENOLICS, INC.
ROBERTS TRADING CORP.
By /s/Thomas S. Summer
- - -----------------------
Title: Treasurer
BARTON INCORPORATED
BARTON BRANDS, LTD.
BARTON BEERS, LTD.
BARTON BRANDS OF CALIFORNIA, INC.
BARTON BRANDS OF GEORGIA, INC.
BARTON DISTILLERS IMPORT CORP.
BARTON FINANCIAL CORPORATION
MONARCH IMPORT COMPANY
STEVENS POINT BEVERAGE CO.
THE VIKING DISTILLERY, INC.
By /s/Thomas S. Summer
- - -------------------------
Title: Vice President
CANANDAIGUA LIMITED
By /s/Thomas S. Summer
Title: Finance Director
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CANANDAIGUA B.V.
By /s/Thomas S. Summer
Title: Authorized Attorney
LENDERS
Commitment
$61,500,000 THE CHASE MANHATTAN BANK,
individually and as Administrative
Agent
By /s/Bruce Borden
Title: Vice President
LENDERS
Commitment
$7,500,000 FLEET NATIONAL BANK
By /s/Martin K. Birmingham
Title: Vice President
LENDERS
Commitment
$7,500,000 THE BANK OF NOVA SCOTIA
By /s/J. Alan Edwards
Title: Authorized Signatory
LENDERS
Commitment
$5,000,000 CREDIT SUISSE FIRST BOSTON
By /s/Kristin Lepri
Title: Associate
By /s/Bill O'Daly
Title: Vice President
LENDERS
Commitment
$5,000,000 COBANK, ACB
By /s/Brian J. Klatt
Title: Vice President
LENDERS
Commitment
$5,000,000 COMPAGNIE FINANCIERE DE CIC ET
DE L'UNION EUROPEENNE
By /s/Anthony Rock
Title: Vice President
By /s/Sean Mounier
Title: First Vice President
LENDERS
Commitment
$5,000,000 CREDIT LYONNAIS, NEW YORK BRANCH
By /s/Vladimir Labun
Title: First Vice President -
Manager
LENDERS
Commitment
$5,000,000 KEY BANK NATIONAL ASSOCIATION
By /s/Lawrence A. Mack
Title: Senior Vice President
LENDERS
Commitment
$5,000,000 MANUFACTURERS AND TRADERS TRUST
COMPANY
By /s/Philip M. Smith
Title: Regional Vice President
LENDERS
Commitment
$5,000,000 NATIONSBANK, N.A.
By /s/Kathryn W. Robinson
Title: Senior Vice President
LENDERS
Commitment
$5,000,000 SUNTRUST BANK, ATLANTA
By /s/Robert V. Hoenycutt
Title: Vice President
LENDERS
Commitment
$4,000,000 THE BANK OF NEW YORK
By /s/Thomas C. McCrohan
Title: Vice President
LENDERS
Commitment
$4,000,000 HARRIS TRUST AND SAVINGS BANK
By /s/Edwin A. Adams
Title: Vice President
LENDERS
Commitment
$4,000,000 IMPERIAL BANK
By /s/Ray Vadalma
Title: Senior Vice President
LENDERS
Commitment
$4,000,000 COOPERATIEVE CENTRALE RAIFFEISEN-
BOERELEENBANK B.A. "RABOBANK
NEDERLAND", NEW YORK BRANCH
By /s/Caroline M. Hastings
Title: Vice President
By /s/Pieter Kodde
Title: Senior Vice President
LENDERS
Commitment
$4,000,000 WELLS FARGO, NATIONAL ASSOCIATION
By /s/Tracey A. Hanson
Title: Vice President
LENDERS
Commitment
$5,000,000 MERRILL LYNCH SENIOR FLOATING
RATE FUND, INC.
By /s/George D. Pelose
Title: Authorized Signatory
LENDERS
Commitment
$7,000,000 KZH IV LLC
By /s/Virginia Conway
Title: Authorized Agent
LENDERS
Commitment
$7,000,000 HIGHLAND CAPITAL MANAGEMENT, L.P.
By
Title:
LENDERS
Commitment
$2,000,000 ARCHIMEDES FUNDING, L.L.C.,
by: ING Capital Advisors, Inc.,
as Collateral Manager
By /s/Michael J. Campbell
Title: Senior Vice President
LENDERS
Commitment
$5,000,000 KZH-ING-2 LLC
By /s/Virginia Conway
Title: Authorized Agent
LENDERS
Commitment
$7,000,000 METROPOLITAN LIFE INSURANCE COMPANY
By /s/James R. Dingler
Title: Director
LENDERS
Commitment
$7,000,000 OAK HILL SECURITIES FUND, L.P.
By: Oak Hill Securities GenPar, L.P.
its General Partner
By: Oak Hill Securities MGP, Inc.
its General Partner
By /s/ Scott D. Krase
Title: Vice President
LENDERS
Commitment
$3,500,000 PILGRIM PRIME RATE TRUST
By: Pilgrim Investments, Inc.
as its investment manager
By /s/Charles E. LeMieux, CFA
Title: Assistant Vice President
LENDERS
Commitment
$7,000,000 STANFIELD CAPITAL
By
Title:
LENDERS
Commitment
$7,000,000 KZH APPALOOSA LLC
By /s/Virginia Conway
Title: Authorized Agent
LENDERS
Commitment
$5,000,000 GALAXY CLO 1999-1, LTD.
By /s/Steve B. Staver
Title: Authorized Agent
LENDERS
Commitment
$5,000,000 JACKSON NATIONAL LIFE
INSURANCE COMPANY (PPM)
By: PPM America, Inc., as
Attorney-in-fact, on behalf of
Jackson National Life Insurance
Company
By /s/Michael King
Title: Vice President
LENDERS
Commitment
$5,000,000 KZH STERLING LLC
By /s/Virginia Conway
Title: Authorized Agent
LENDERS
Commitment
$5,000,000 MORGAN STANLEY DEAN WITTER
PRIME INCOME TRUST
By /s/Peter Gewirtz
Title: Authorized Signatory