EXHIBIT 4.17
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AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of July 18, 2003, between CONSTELLATION
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 JPMORGAN CHASE 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"), certain other parties and the Administrative Agent
are parties to an Amended and Restated Credit Agreement dated as of March 19,
2003 (as 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. 1, 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) Section 1.01 of the Credit Agreement is amended by adding each of
the following definitions in its appropriate alphabetical location:
"'CBI Preferred Stock' means senior mandatorily convertible preferred
stock of the Borrower (of one or more series), but only so long as such
preferred stock (i) for so long as Indebtedness incurred under the Bridge
Credit Agreement is outstanding, is issued (at least in part) to repay such
Indebtedness, (ii) is mandatorily convertible into Class A common stock of
the Borrower, (iii) except as provided in the foregoing clause (ii) or in
the anti-dilution adjustments for such preferred stock, is not convertible
(including at the option of any Person) into any debt or equity security of
the Borrower or any Subsidiary at any time and (iv) has an aggregate
liquidation preference (for all series) not exceeding U.S. $530,000,000
(plus any accrued and unpaid dividends thereon, subject to the terms of
Section 7.07)."
"'CBI Preferred Stock Payments' means quarterly cash dividend payments
on the CBI Preferred Stock."
(b) Clause (v) of Section 7.07(a) of the Credit Agreement is amended
and restated to read in its entirety as follows:
"(v) declare and make Restricted Payments in cash, subject (in the case of
this clause (v)) to the satisfaction of each of the following conditions on
the date of such Restricted Payment and after giving effect thereto:
Amendment No. 1
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(A) no Default shall have occurred and be continuing;
(B) except with respect to the CBI Preferred Stock Payments, the
aggregate amount of Restricted Payments made during any fiscal year,
including the fiscal year ending February 28, 2002, shall not exceed
an amount equal to 50% of consolidated net income of the Borrower and
its Consolidated Subsidiaries for such fiscal year;
(C) except with respect to the CBI Preferred Stock Payments, the
Debt Ratio for the period of four consecutive fiscal quarters most
recently ended prior to the date of any such Restricted Payment shall
not exceed 2.00 to 1; and
(D) except with respect to the CBI Preferred Stock Payments, the
Borrower shall have delivered to the Administrative Agent, at least 10
Business Days (but not more than 20 Business Days) prior to the date
of declaration of any such Restricted Payment, a certificate of a
Financial Officer of the Borrower setting forth computations in
reasonable detail demonstrating satisfaction of the foregoing
conditions as at the date of such certificate and stating that such
Financial Officer believes in good faith that none of such conditions
will fail to be satisfied on the date of payment of such Restricted
Payment,
it being understood that to the extent the conditions specified in the
foregoing clauses (A) through (C) are satisfied on the date of declaration
of such Restricted Payment by the board of directors of the Borrower, such
Restricted Payment may be made at any time within the 60-day period
thereafter, regardless of whether such conditions continue to be
satisfied.".
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 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 as if each reference to the "Credit Agreement", or
similar words of import, included reference to this Amendment No. 1 and (ii) at
the time of and immediately after giving effect to this Amendment No. 1, 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 (i) the execution
and delivery of this Amendment No. 1 by the Obligors and the Administrative
Agent and (ii) the payment, on the date that the condition set forth in clause
(i) of this Section 4 is satisfied, to the Administrative Agent for the account
of each Lender that authorizes the Administrative Agent to execute this
Amendment No. 1 not later than 12:00 p.m., New York City time, on Friday, July
18, 2003, of an amendment fee in an amount equal to 0.05% of the sum of the
aggregate amount of such Lender's Revolving Commitments and Term Loans on the
date the condition set for in clause (i) of this Section 4 is satisfied.
Amendment No. 1
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Section 5. 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.
Amendment No. 1
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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.
CONSTELLATION BRANDS, INC.
By /s/ Xxxxxx X. Summer
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Name: Xxxxxx X. Summer
Title: Executive Vice President and
Chief Financial Officer
SUBSIDIARY GUARANTORS
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XXXXXXXX, INC.
CLOUD PEAK CORPORATION
FRANCISCAN VINEYARDS, INC.
MT. XXXXXX CORPORATION
By /s/ Xxxxxx X. Summer
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Name: Xxxxxx X. Summer
Title: Vice President and Treasurer
XXXXXXX TRADING CORP.
By /s/ Xxxxxx X. Summer
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Name: Xxxxxx X. Summer
Title: President and Treasurer
BATAVIA WINE CELLARS, INC.
CONSTELLATION INTERNATIONAL HOLDINGS LIMITED
CANANDAIGUA WINE COMPANY, INC.
By /s/ Xxxxxx X. Summer
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Name: Xxxxxx X. Summer
Title: Treasurer
Amendment No. 1
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XXXXXX INCORPORATED
XXXXXX BRANDS, LTD.
XXXXXX XXXXX, LTD.
XXXXXX XXXXX OF WISCONSIN, LTD.
XXXXXX BRANDS OF CALIFORNIA, INC.
XXXXXX BRANDS OF GEORGIA, INC.
XXXXXX CANADA, LTD.
XXXXXX DISTILLERS IMPORT CORP.
MONARCH IMPORT COMPANY
XXXXXX FINANCIAL CORPORATION
By /s/ Xxxxxx X. Summer
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Name: Xxxxxx X. Summer
Title: Vice President
CANANDAIGUA LIMITED
By /s/ Xxxxxx X. Summer
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Name: Xxxxxx X. Summer
Title: Finance Director
CBI AUSTRALIA HOLDINGS PTY LIMITED
By /s/ Xxxxxx X. Summer
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Name: Xxxxxx X. Summer
Title: Director and Chief Financial Officer
CONSTELLATION AUSTRALIA PTY LIMITED
By /s/ Xxxxxx X. Summer
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Name: Xxxxxx X. Summer
Title: Director and Chief Financial Officer
Amendment No. 1
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JPMORGAN CHASE BANK,
as Administrative Agent
By /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Vice President
Amendment No. 1
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