EXHIBIT 4.7
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AMENDMENT NO. 3
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AMENDMENT NO. 3 dated as of September 7, 2001 between CONSTELLATION BRANDS,
INC. (formally known as Canandaigua Brands, Inc.), a Delaware corporation (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 referred to below (in such capacity,
together with its successors in such capacity, the "Administrative Agent").
The Borrower, the Subsidiary Guarantors, certain financial institutions
(the "Lenders") and the Administrative Agent are parties to a Credit Agreement
dated as of October 6, 1999 (as amended by Amendment No. 1 thereto dated as of
February 13, 2001 and Amendment No. 2 thereto dated as of May 16, 2001 and as
otherwise in effect on the date hereof, the "Credit Agreement"). The Obligors
and the Administrative Agent (having previously obtained the authorization of
the Required Lenders) 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.
3, terms defined in the Credit Agreement(as amended hereby) are used herein as
defined therein.
Section 2. AMENDMENTS. Subject to the satisfaction of the conditions
specified in Section 4 hereof, but with effect on and after the date hereof, the
Credit Agreement is amended as follows:
(a) The definition of "Joint Venture Entity" in Section 1.01 of the
Credit Agreement is amended and restated to read in its entirety as
follows:
"'Joint Venture Entity' means any corporation, limited liability
company, partnership, association or other entity less than 100% of
the ownership interests of which are owned by the Borrower or any
Wholly-Owned Subsidiary of the Borrower.".
(b) Clause (i) of Section 7.06 of the Credit Agreement is amended and
restated to read in its entirety as follows:
"(i) additional Investments by the Borrower up to but not
exceeding $50,000,000 at any one time outstanding.".
Section 3. REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants to the Lenders and the Administrative Agent that (i) the
representations and warranties set forth in the Credit Agreement, and of each
Obligor in each of the other Loan Documents to which it is party (but as to such
other Loan Documents, in all material respects), are true and correct on and as
of the
Amendment No. 3
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date hereof as if made on and as of the date hereof (or, if any such
representation or warranty is expressly stated to have been made as of a
specific date, such representation or warranty shall be true and correct as of
such specific date) and (ii) at the time of and immediately after giving effect
to this Amendment No. 3, no Default has occurred and is continuing.
Section 4. CONDITIONS PRECEDENT. The amendments set forth in Section 2
hereof shall become effective, as of the date hereof, upon the execution and
delivery of this Amendment No. 3 by the Obligors and the Administrative Agent.
Section 5. MISCELLANEOUS. Except as herein provided, the Credit Agreement
shall remain unchanged and in full force and effect. This Amendment No. 3 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. 3 by signing any such counterpart. This Amendment
No. 3 shall be governed by, and construed in accordance with, the law of the
State of New York.
Amendment No. 3
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to
be duly executed and delivered as of the day and year first above written.
CONSTELLATION BRANDS, INC.
By /s/ Xxxxxx X. Summer
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Title: Executive Vice President and
Chief Financial Officer
SUBSIDIARY GUARANTORS
XXXXXXXX, INC.
BATAVIA WINE CELLARS, INC.
CANANDAIGUA EUROPE LIMITED
CANANDAIGUA WINE COMPANY, INC.
CLOUD PEAK CORPORATION
FRANCISCAN VINEYARDS, INC.
MT. XXXXXX CORPORATION
POLYPHENOLICS, INC.
RAVENSWOOD WINERY, INC.
XXXXXXX TRADING CORP.
By /s/ Xxxxxx X. Summer
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Title: Treasurer
XXXXXX INCORPORATED
XXXXXX BRANDS, LTD.
XXXXXX XXXXX, LTD.
XXXXXX BRANDS OF CALIFORNIA, INC.
XXXXXX BRANDS OF GEORGIA, INC.
XXXXXX CANADA, LTD.
XXXXXX DISTILLERS IMPORT CORP.
XXXXXX FINANCIAL CORPORATION
MONARCH IMPORT COMPANY
XXXXXXX POINT BEVERAGE CO.
By /s/ Xxxxxx X. Summer
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Title: Vice President
CANANDAIGUA LIMITED
By /s/ Xxxxxx X. Summer
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Title: Finance Director
Amendment No. 3
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THE CHASE MANHATTAN BANK,
as Administrative Agent
By Illegible
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Title: Vice President
Amendment No. 3
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