EXHIBIT 4.14
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AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of January 15, 2002 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 JPMORGAN CHASE BANK (formally
known as 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, Amendment No. 2 thereto dated as of May 16, 2001, and
Amendment No. 3 thereto dated as of September 7, 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.
4, 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 replacing the
following definitions specified therein with the following:
"Borrower" means Constellation Brands, Inc., a Delaware corporation.
"Chase" means JPMorgan Chase Bank.
(b) Clause (b) of Section 7.03 of the Credit Agreement is amended and
restated to read in its entirety as follows:
"(b) any such Subsidiary may sell, lease, transfer or otherwise
dispose of any or all of its Property (upon voluntary liquidation or
otherwise) either (A) in compliance with the provisions of Section 7.04(i),
(ii) or (iv) or (B) to (i) the Borrower, (ii) any Wholly-Owned Subsidiary
of the Borrower that is not a Foreign Subsidiary or (iii) if such
Subsidiary is a Foreign Subsidiary, any Wholly-Owned Subsidiary of the
Borrower that is a Foreign Subsidiary;"
Amendment No. 4
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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 (ii) at the time of and immediately after giving effect
to this Amendment No. 4, 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. 4 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. 4 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. 4 by signing any such counterpart. This
Amendment No. 4 shall be governed by, and construed in accordance with, the law
of the State of New York.
Amendment No. 4
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 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
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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. 4
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JPMORGAN CHASE BANK,
as Administrative Agent
By /s/ [Illegible]
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Title: Vice President
Amendment No. 4
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