Exhibit 10.26
[Execution Copy]
AMENDMENT NO. 5
AMENDMENT NO. 5 dated as of October 10, 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
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Company identified under the caption "SUBSIDIARY GUARANTORS" on the signature
pages hereto (individually, a "Subsidiary Guarantor" and, collectively the
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"Subsidiary Guarantors" and, together with the Company, the "Obligors"); each of
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the lenders that is a signatory hereto (individually, a "Bank" and,
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collectively, the "Banks"); and THE CHASE MANHATTAN BANK (successor by merger to
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The Chase Manhattan Bank, N.A.), a New York State banking corporation, as
administrative agent for the Banks (in such capacity, together with its
successors in such capacity, the "Administrative Agent").
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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
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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
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Amendment No. 3, terms defined in the Credit Agreement are used herein as
defined therein.
Section 2. Amendments. Subject to the satisfaction of the conditions
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set forth in Section 3 hereof, the Credit Agreement shall be amended as follows:
A. The definition of "Adjusted Cash Flow" in Section 1.01 of the
Credit Agreement is hereby amended in its entirety to read as follows:
"Adjusted Cash Flow" shall mean, for any period (the "calculation
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period"), the sum, for the Company and its Consolidated Subsidiaries
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(determined on a consolidated basis without duplication in accordance with
GAAP), of the following: (a) Operating Cash Flow for the calculation
period (excluding the Adjustment Amount for such period but including, for
the fiscal quarter of the Company ending on February 29, 1996, the
aggregate amount of the charges specified in Part I of Schedule A to
Amendment No. 3), minus (b) Capital Expenditures made during the
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calculation period (excluding (x) Capital Expenditures made from the
proceeds of Indebtedness other than Indebtedness hereunder and (y)
Restructuring Capital Expenditures made during such period
Amendment No. 5
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but not exceeding an aggregate amount for all calculation periods of
$22,270,000) plus (c) the decrease (or minus the increase) of Working
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Capital from the last day of the fiscal quarter immediately preceding the
calculation period to the last day of the calculation period, provided that
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for purposes of this clause (c), there shall be excluded any increase of
Working Capital attributable to the prepayment of Revolving Credit Loans
from the proceeds of additional Subordinated Indebtedness incurred pursuant
to Section 9.17 hereof during the calculation period.
B. Section 9.08(k) of the Credit Agreement is hereby amended in its
entirety to read as follows:
"(k) the Senior Subordinated Note Guarantees, and any Guarantee of
additional Subordinated Indebtedness that complies with the requirements of
Section 9.17(b) hereof."
Section 3. Conditions. The amendments set forth in Section 2 hereof
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shall become effective, as of September 30, 1996, upon the execution of this
Amendment by each Obligor, the Administrative Agent and the Majority Banks.
Section 4. Miscellaneous. Except as herein provided, the Credit
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Agreement shall remain unchanged and in full force and effect. This Amendment
No. 5 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. 5 by signing any such counterpart. This
Amendment No. 5 shall be governed by, and construed in accordance with, the law
of the State of New York.
Amendment No. 5
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
5 to be duly executed and delivered as of the day and year first above written.
CANANDAIGUA WINE COMPANY, INC.
By /s/ Lynn K. Fetterman
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Title: Senior Vice President
SUBSIDIARY GUARANTORS
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CANANDAIGUA WEST, INC.
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/ Lynn K. Fetterman
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Title: Treasurer
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.(now known as The Viking
Distillery, Inc.)
By /s/ Elizabeth Kutyla
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Title: Vice President
BARTON FINANCIAL CORPORATION
By /s/ David S. Sorce
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Title: Vice President
Amendment No. 5
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BANKS
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THE CHASE MANHATTAN BANK THE FIRST NATIONAL BANK OF CHICAGO
(successor by merger to (including as successor to NBD Bank)
The Chase Manhattan Bank,
N.A.), ROCHESTER DIVISION
By /s/ Diana Lauria By /s/ J. Garland Smith
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Title: Vice President Title: Managing Director
WELLS FARGO BANK, N.A. MANUFACTURERS AND TRADERS TRUST
COMPANY
By /s/ Clifford Lawrence By /s/ Phillip Smith
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Title: Vice President Title: Regional 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/ Lisa Beth Lisi By /s/ Brian M. Haley
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Title: Account Officer Title: Vice President
THE FUJI BANK LIMITED, THE BANK OF NOVA SCOTIA
NEW YORK BRANCH
By /s/ J. Alan Edwards
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Title: Vice President
By /s/ Teiji Teramoto
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Title: Vice President and Manager
CREDIT SUISSE THE SUMITOMO BANK, LIMITED
NEW YORK BRANCH
By /s/ Chris T. Horgan
---------------------------- By /s/ Shigehiko Matsumoto
Title: Associate ----------------------------
Title: Joint General Manager
By /s/ Joel Gladowski
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Title: Member Senior Management ----------------------------
Title:
Amendment No. 5
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KEY BANK OF NEW YORK COOPERATIVE CENTRAL RAIFFEISEN-
BOERENLEENBANK B.A. "RABOBANK
NEDERLAND", NEW YORK BRANCH
By /s/ K. K. Conte - SVP By
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Title: Senior Vice President Title:
LTCB TRUST COMPANY DG BANK DEUTSCHE GENOSSEN-
SCHAFTSBANK, CAYMAN ISLAND
BRANCH
By /s/ Rene O. LeBlanc By
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Title: Senior Vice President Title:
By
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Title:
NBD BANK
By
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Title:
THE ADMINISTRATIVE AGENT
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THE CHASE MANHATTAN BANK
(successor by merger to The
Chase Manhattan Bank, N.A.),
as Administrative Agent
By /s/ Carol A. Ulmer
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Title: Vice President
Amendment No. 5
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