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/Xxxxxx X. Summer
---------------------
Title:Senior Vice President
and Chief Financial
Officer
SUBSIDIARY GUARANTORS
BATAVIA WINE CELLARS, INC.
CANANDAIGUA EUROPE LIMITED
CANANDAIGUA WINE COMPANY, INC
POLYPHENOLICS, INC.
XXXXXXX TRADING CORP.
By /s/Xxxxxx X. Summer
-----------------------
Title: Treasurer
XXXXXX INCORPORATED
XXXXXX BRANDS, LTD.
XXXXXX XXXXX, LTD.
XXXXXX BRANDS OF CALIFORNIA, INC.
XXXXXX BRANDS OF GEORGIA, INC.
XXXXXX DISTILLERS IMPORT CORP.
XXXXXX FINANCIAL CORPORATION
MONARCH IMPORT COMPANY
XXXXXXX POINT BEVERAGE CO.
THE VIKING DISTILLERY, INC.
By /s/Xxxxxx X. Summer
-------------------------
Title: Vice President
CANANDAIGUA LIMITED
By /s/Xxxxxx X. Summer
Title: Finance Director
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CANANDAIGUA B.V.
By /s/Xxxxxx X. Summer
Title: Authorized Attorney
LENDERS
Commitment
$61,500,000 THE CHASE MANHATTAN BANK,
individually and as Administrative
Agent
By /s/Xxxxx Xxxxxx
Title: Vice President
LENDERS
Commitment
$7,500,000 FLEET NATIONAL BANK
By /s/Xxxxxx X. Birmingham
Title: Vice President
LENDERS
Commitment
$7,500,000 THE BANK OF NOVA SCOTIA
By /s/J. Xxxx Xxxxxxx
Title: Authorized Signatory
LENDERS
Commitment
$5,000,000 CREDIT SUISSE FIRST BOSTON
By /s/Xxxxxxx Xxxxx
Title: Associate
By /s/Xxxx X'Xxxx
Title: Vice President
LENDERS
Commitment
$5,000,000 COBANK, ACB
By /s/Xxxxx X. Xxxxx
Title: Vice President
LENDERS
Commitment
$5,000,000 COMPAGNIE FINANCIERE DE CIC ET
DE L'UNION EUROPEENNE
By /s/Xxxxxxx Xxxx
Title: Vice President
By /s/Xxxx Xxxxxxx
Title: First Vice President
LENDERS
Commitment
$5,000,000 CREDIT LYONNAIS, NEW YORK BRANCH
By /s/Xxxxxxxx Xxxxx
Title: First Vice President -
Manager
LENDERS
Commitment
$5,000,000 KEY BANK NATIONAL ASSOCIATION
By /s/Xxxxxxxx X. Xxxx
Title: Senior Vice President
LENDERS
Commitment
$5,000,000 MANUFACTURERS AND TRADERS TRUST
COMPANY
By /s/Xxxxxx X. Xxxxx
Title: Regional Vice President
LENDERS
Commitment
$5,000,000 NATIONSBANK, N.A.
By /s/Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
LENDERS
Commitment
$5,000,000 SUNTRUST BANK, ATLANTA
By /s/Xxxxxx X. Hoenycutt
Title: Vice President
LENDERS
Commitment
$4,000,000 THE BANK OF NEW YORK
By /s/Xxxxxx X. XxXxxxxx
Title: Vice President
LENDERS
Commitment
$4,000,000 XXXXXX TRUST AND SAVINGS BANK
By /s/Xxxxx X. Xxxxx
Title: Vice President
LENDERS
Commitment
$4,000,000 IMPERIAL BANK
By /s/Xxx Xxxxxxx
Title: Senior Vice President
LENDERS
Commitment
$4,000,000 COOPERATIEVE CENTRALE RAIFFEISEN-
BOERELEENBANK B.A. "RABOBANK
NEDERLAND", NEW YORK BRANCH
By /s/Xxxxxxxx X. Xxxxxxxx
Title: Vice President
By /s/Xxxxxx Xxxxx
Title: Senior Vice President
LENDERS
Commitment
$4,000,000 XXXXX FARGO, NATIONAL ASSOCIATION
By /s/Xxxxxx X. Xxxxxx
Title: Vice President
LENDERS
Commitment
$5,000,000 XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By /s/Xxxxxx X. Xxxxxx
Title: Authorized Signatory
LENDERS
Commitment
$7,000,000 KZH IV LLC
By /s/Xxxxxxxx Xxxxxx
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/Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
LENDERS
Commitment
$5,000,000 KZH-ING-2 LLC
By /s/Xxxxxxxx Xxxxxx
Title: Authorized Agent
LENDERS
Commitment
$7,000,000 METROPOLITAN LIFE INSURANCE COMPANY
By /s/Xxxxx X. Xxxxxxx
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/ Xxxxx X. Xxxxx
Title: Vice President
LENDERS
Commitment
$3,500,000 PILGRIM PRIME RATE TRUST
By: Pilgrim Investments, Inc.
as its investment manager
By /s/Xxxxxxx X. XxXxxxx, CFA
Title: Assistant Vice President
LENDERS
Commitment
$7,000,000 XXXXXXXXX CAPITAL
By
Title:
LENDERS
Commitment
$7,000,000 KZH APPALOOSA LLC
By /s/Xxxxxxxx Xxxxxx
Title: Authorized Agent
LENDERS
Commitment
$5,000,000 GALAXY CLO 1999-1, LTD.
By /s/Xxxxx X. Xxxxxx
Title: Authorized Agent
LENDERS
Commitment
$5,000,000 XXXXXXX NATIONAL LIFE
INSURANCE COMPANY (PPM)
By: PPM America, Inc., as
Attorney-in-fact, on behalf of
Xxxxxxx National Life Insurance
Company
By /s/Xxxxxxx Xxxx
Title: Vice President
LENDERS
Commitment
$5,000,000 KZH STERLING LLC
By /s/Xxxxxxxx Xxxxxx
Title: Authorized Agent
LENDERS
Commitment
$5,000,000 XXXXXX XXXXXXX XXXX XXXXXX
PRIME INCOME TRUST
By /s/Xxxxx Xxxxxxx
Title: Authorized Signatory
