EXHIBIT 10.1
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of December 20, 1995, 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 Company identified under the caption "SUBSIDIARY GUARANTORS"
on the signature pages hereto (individually, a "Subsidiary Guarantor" and,
collectively the "Subsidiary Guarantors" and, together with the Company, the
"Obligors"); each of the lenders that is a signatory hereto (individually, a
"Bank" and, collectively, the "Banks"); and THE CHASE MANHATTAN BANK (NATIONAL
ASSOCIATION), a national banking association, as administrative agent for the
Banks (in such capacity, together with its successors in such capacity, the
"Administrative Agent").
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
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 are used herein as
defined therein.
Section 2. Amendments. Subject to the execution of this Amendment
by each Obligor, the Administrative Agent and each of the Banks, but effective
as of the date hereof, the Credit Agreement shall be amended as follows:
A. The definition of "Debt Ratio" in Section 1.01 of the Credit
Agreement is hereby amended in its entirety to read as follows:
"Debt Ratio" shall mean, as at the last day of any fiscal quarter
of the Company (the "day of determination"), the ratio of (a) the
average of the aggregate amounts of Indebtedness of the Company and its
Consolidated Subsidiaries as at such day and as at the last days of each
of the three immediately preceding fiscal quarters to (b) Operating Cash
Flow for the period of four consecutive fiscal quarters ending on such
day of determination. Notwithstanding the foregoing,
(i) for the purposes of determining Debt Ratio used in the
definition of Applicable Margin, Commitment Fee Percentage and
Letter of Credit Fee Percentage, the average amounts of
Indebtedness pursuant to clause (a) above as at the following
dates shall be determined as follows:
(A) as at February 28, 1996, an amount equal to (x)
the average of the aggregate amounts of Indebtedness of
the Company and its Consolidated
Subsidiaries (other than any Indebtedness of the Company
and its Consolidated Subsidiaries in respect of Revolving
Loans and Revolving Letter of Credit Interest hereunder)
as at such day and as at the last day of the immediately
preceding fiscal quarter plus (y) $50,000,000 plus (z) the
aggregate amount paid in respect of repurchases of shares
of common stock of the Company on or before such date
pursuant to clause (iii) of Section 9.09 hereof; and
(B) as at May 31, 1996, an amount equal to (x) the
average of the aggregate amounts of Indebtedness of the
Company and its Consolidated Subsidiaries (other than any
Indebtedness of the Company and its Consolidated
Subsidiaries in respect of Revolving Loans and Revolving
Letter of Credit Interest hereunder) as at such day and as
at the last days of the immediately preceding two fiscal
quarters plus (y) $50,000,000 plus (z) the aggregate
amount paid in respect of repurchases of shares of common
stock of the Company on or before such date pursuant to
clause (iii) of Section 9.09 hereof;
(ii) for the purposes of determining Debt Ratio for all
other purposes of this Agreement, the average amounts of
Indebtedness pursuant to clause (a) above as at the following
dates shall be determined as follows:
(A) as at November 30, 1995, an amount equal to the
aggregate amount of Indebtedness of the Company and its
Consolidated Subsidiaries as at such day;
(B) as at February 28, 1996, an amount equal to the
average of the aggregate amounts of Indebtedness of the
Company and its Consolidated Subsidiaries as at such day
and as at the last day of the immediately preceding fiscal
quarter; and
(C) as at May 31, 1996, an amount equal to the
average of the aggregate amounts of Indebtedness of the
Company and its Consolidated Subsidiaries as at such day
and as at the last days of the immediately preceding two
fiscal quarters;
(iii) Operating Cash Flow pursuant to clause (b) above as
at the following dates shall be determined as follows:
(A) as at November 30, 1995, an amount equal to (x)
Operating Cash Flow for the fiscal quarter ending on such
day times (y) four;
(B) as at February 28, 1996, an amount equal to (x)
Operating Cash Flow for the period of two consecutive
fiscal quarters ending on such day times (y) two; and
(C) as at May 31, 1996, an amount equal to (x)
Operating Cash Flow for the period of three fiscal
quarters ending on such day times (y) 1-1/3; and
(iv) Indebtedness as at the last day of each fiscal
quarter included in the determination of average Indebtedness
pursuant to clause (a) above shall be determined under the
assumption that any prepayment of Term Loans hereunder from the
proceeds of any Equity Issuance at any time during any such
fiscal quarter included in the calculation thereof shall have
been made in the first such fiscal quarter.
B. Section 2.12(b) of the Credit Agreement is hereby amended by
deleting the figure "$50,000,000" at the end thereof and inserting "$60,000,000"
in its place.
C. Section 9.09 of the Credit Agreement is hereby amended in its
entirety to read as follows:
"9.09 Dividend Payments. The Company will not, and will not
permit any of its Subsidiaries to, declare or make any Dividend Payment
at any time other than Dividend Payments in respect of (i) stock
appreciation rights as contemplated by the Stock Option Plan in an
aggregate amount not exceeding $500,000 in any fiscal year, (ii)
payments under the Xxxxxx Phantom Stock Plan in an aggregate amount not
exceeding $4,500,000 during the term of this Agreement and (iii)
repurchases for cash, on or after the effectiveness of Amendment No. 1
hereof, of shares of the outstanding common stock of the Company so long
as (x) the aggregate amount paid in respect of all such repurchases
shall not exceed $30,000,000 and (y) at the time of any such repurchase,
and after giving effect thereto, no Default or Event of Default shall
have occurred and be continuing hereunder. Nothing herein shall be
deemed to prohibit the payment of any dividends by Subsidiaries to the
Company and other Subsidiaries."
D. Section 9.10(b) of the Credit Agreement is hereby amended in
its entirety to read as follows:
"(b) Tangible Net Worth. The Company will not permit Tangible Net
Worth to be less than the following respective amounts (subject to
adjustment as provided in the last sentence of this Section 9.10(b)) at
any time during the following respective periods:
Period Amount
From 9/1/95 through 11/30/95 $ 85,000,000
From 12/1/95 through 2/28/96 $ 85,000,000
From 3/1/96 through 5/31/96 $100,000,000
From 6/1/96 through 8/31/96 $110,000,000
From 9/1/96 through 11/30/96 $125,000,000
From 12/1/96 through 2/28/97 $145,000,000
From 3/1/97 through 5/31/97 $160,000,000
From 6/1/97 through 8/31/97 $184,000,000
From 9/1/97 through 11/30/97 $195,000,000
From 12/1/97 through 2/28/98 $206,000,000
From 3/1/98 through 5/31/98 $217,000,000
From 6/1/98 through 8/31/98 $229,000,000
From 9/1/98 through 11/30/98 $240,000,000
From 12/1/98 through 2/28/99 $251,000,000
From 3/1/99 through 5/31/99 $262,000,000
From 6/1/99 through 8/31/99 $274,000,000
From 9/1/99 through 11/30/99 $285,000,000
From 12/1/99 through 2/28/00 $296,000,000
From 3/31/00 through 5/31/00 $308,000,000
From 6/1/00 and at all
times thereafter $319,000,000.
Notwithstanding the foregoing, each of the amounts set forth in the
schedule above for any date shall be reduced by the aggregate amount
paid in respect of repurchases of shares of common stock of the Company
on or before such date pursuant to clause (iii) of Section 9.09 hereof."
E. Section 9.13 of the Credit Agreement is hereby amended in its
entirety to read as follows:
"9.13 Use of Proceeds. The Company will use the proceeds of the
Loans hereunder solely to (a) finance the Glenmore Acquisition, (b)
provide working capital for the Company and its Subsidiaries, (c)
provide funds for repurchases of shares of common stock of the Company
pursuant to clause (iii) of Section 9.09 hereof and (d) pay the expenses
relating to the Glenmore Acquisition and the consummation of the
transactions contemplated hereby (in compliance with all applicable
legal and regulatory requirements); provided that, neither the
Administrative Agent nor any Bank shall have any responsibility as to
the use of any of such proceeds."
F. The last sentence of Section 9.16 of the Credit Agreement is
hereby amended in its entirety to read as follows:
"In addition, notwithstanding the provisions of clause (f) or (g)
of the last sentence of Section 9.05 hereof, the Company will not
consent to any modification, supplement or waiver of its Certificate of
Incorporation as in effect on the date hereof without the prior consent
of the Administrative Agent (with the approval of the Majority Banks),
provided that the Company may amend its Certificate of Incorporation to
authorize the issuance of one or more series of preferred stock (the
terms of which are to be determined by the board of directors of the
Company upon the designation of any such series), so long as prior to
the actual issuance of any such series of preferred stock, the Company
shall have first obtained the consent of the Administrative Agent
(granted with the approval of the Majority Banks)."
Section 3. 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.
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.
CANANDAIGUA WINE COMPANY, INC.
By /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Executive Vice President
and General Counsel
SUBSIDIARY GUARANTORS
BATAVIA WINE CELLARS, INC.
XXXXXXXXX BROTHERS WINE COMPANY
CALIFORNIA PRODUCTS COMPANY
GUILD WINERIES & DISTILLERIES, INC. (formerly
known as Canandaigua
California Acquisition Corp.)
TENNER BROTHERS, INC.
XXXXXX'X WINE CELLARS, INC.
VINTNERS INTERNATIONAL COMPANY, INC.
formerly known as Canandaigua/Vintners
Acquisition Corp.)
By /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Secretary
CANANDAIGUA WEST, INC.
XXXXXX INCORPORATED
XXXXXX BRANDS, LTD.
XXXXXX XXXXX, LTD.
XXXXXX BRANDS OF CALIFORNIA, INC.
XXXXXX BRANDS OF GEORGIA, INC.
XXXXXX DISTILLERS IMPORT CORP.
XXXXXXX POINT BEVERAGE COMPANY
MONARCH WINE COMPANY,
LIMITED PARTNERSHIP
By Xxxxxx Management, Inc.,
Corporate General Partner
XXXXXX MANAGEMENT, INC.
V ACQUISITION CORP.
By /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
XXXXXX FINANCIAL CORPORATION
By /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
BANKS
THE CHASE MANHATTAN BANK THE FIRST NATIONAL BANK OF CHICAGO
(NATIONAL ASSOCIATION),
ROCHESTER DIVISION
By: /s/ Xxxxx Xxxxxx By: /s/ J. Xxxxxxx Xxxxx
----------------------------- ------------------------------
Title: Vice President Title: Managing Director
XXXXX FARGO BANK, N.A. MANUFACTURERS AND TRADERS TRUST
COMPANY
By: /s/ Xxxx XxXxxxx By: /s/ Xxxxxx X. Xxxxx
----------------------------- ------------------------------
Title: Assistant Vice President Title: Reg. Senior Vice President
FLEET BANK PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxxxxx By: /s/ Xxx Xxxxxxxx
----------------------------- ------------------------------
Title: Vice President Title: Commercial Banking Officer
NATIONAL CITY BANK NATWEST BANK N.A.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxx
----------------------------- ------------------------------
Title: Senior Vice President Title: Vice President
NBD BANK THE BANK OF NOVA SCOTIA
By: /s/ Xxxx X. Xxxx By: /s/ J. R. Trimble
----------------------------- ------------------------------
Title: Vice President Title: Senior Relationship
Manager
CREDIT SUISSE THE DAIWA BANK, LIMITED
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxx Xxxxx
----------------------------- ------------------------------
Title: Associate Title: Vice President
By: /s/ Xxxxxxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxx
----------------------------- ------------------------------
Title: Member of Senior Management Title: Vice President & Manager
KEY BANK OF NEW YORK CHEMICAL BANK
By: /s/ Xxx X. Xxxxx By: /s/ X. Xxxxxxxx
----------------------------- ------------------------------
Title: Senior Vice President Title: Vice President
COOPERATIVE CENTRAL RAIFFEISEN- LTCB TRUST COMPANY
BOERENLEENBANK B.A. "RABOBANK
NEDERLAND", NEW YORK BRANCH
By: /s/ By: /s/ Xxxx X. XxXxxxx
----------------------------- ------------------------------
Title: Title: Senior Vice President
CORESTATES BANK, N.A. DG BANK DEUTSCHE GENOSSEN-
SCHAFTSBANK, CAYMAN ISLAND BRANCH
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. XxXxxx
----------------------------- ------------------------------
Title: Vice President Title: Senior Vice President
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------
Title: Vice President
THE FUJI BANK LIMITED, THE SUMITOMO BANK, LIMITED
NEW YORK BRANCH NEW YORK BRANCH
By: /s/ By: /s/ Xxxxxxxx Xxxxx
----------------------------- ------------------------------
Title: Title: Joint General Manager
THE ADMINISTRATIVE AGENT
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Administrative Agent
By /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Vice President
EXHIBIT 10.2
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of January 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
Company identified under the caption "SUBSIDIARY GUARANTORS" on the signature
pages hereto (individually, a "Subsidiary Guarantor" and, collectively the
"Subsidiary Guarantors" and, together with the Company, the "Obligors"); each of
the lenders that is a signatory hereto (individually, a "Bank" and,
collectively, the "Banks"); and THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION),
a national banking association, as administrative agent for the Banks (in such
capacity, together with its successors in such capacity, the "Administrative
Agent").
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
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. 2, terms defined in the Credit Agreement are used herein as
defined therein.
Section 2. Amendments. Subject to the satisfaction of the
conditions set forth in Section 3 hereof, the Credit Agreement shall be amended
as follows:
A. The definition of "Excess Cash Flow" in Section 1.01 of the
Credit Agreement is hereby amended in its entirety to read as follows:
"Excess Cash Flow" shall mean for any period of four fiscal
quarters ending on August 31 in any fiscal year (the "Current
Calculation Period"), Adjusted Cash Flow for the Current Calculation
Period, minus the sum of (i) all payments made by the Company under
Sections 2.2, 2.3, 2.4, 2.5 and 2.6 of the Xxxxxx Stock Purchase
Agreement during the Current Calculation Period, plus (ii) the maximum
possible amount of all payments required to be made by the Company under
Sections 2.2, 2.3, 2.4, 2.5 and 2.6 of the Xxxxxx Stock Purchase
Agreement during the period of four fiscal quarters immediately
succeeding the Current Calculation Period, plus (iii) Fixed Charges for
the Current Calculation Period.
B. Section 1.02(b) of the Credit Agreement is hereby amended in
its entirety to read as follows:
"(b) To enable the ready and consistent determination of
compliance with the covenants set forth in Section 9 hereof, the Company
will not change the last day of its fiscal year from the last day of
August of each year, or the last days of the first three fiscal quarters
in each of its fiscal years from the last days of November, February and
May of each year, respectively, provided that, effective on February 29,
1996, the Company may change the last day of its fiscal year to the last
day of February of each year, in which case, without the consent of the
Majority Banks, the Company will not thereafter change the last day of
its fiscal year from the
last day of February of each year, or the last days of the first three
fiscal quarters in each of its fiscal years from the last days of May,
August and November of each year, respectively."
C. Section 2.12(b) of the Credit Agreement is hereby amended in
its entirety to read as follows:
"(b) Revolving Credit Loans Clean-Up. The Company will from time
to time prepay the Revolving Credit Loans in such amounts as shall be
necessary so that for a period of at least thirty consecutive days at
any time during the fiscal quarters ending on May 31 and August 31 of
each fiscal year (commencing with the fiscal quarters ending May 31,
1996 and August 31, 1996), the aggregate outstanding principal amount of
the Revolving Credit Loans together with the Letter of Credit
Liabilities in respect of Revolving Letters of Credit does not exceed
$50,000,000 (does not exceed $60,000,000 if the amendment to this
Section 2.12(b) provided pursuant to Amendment No. 1 hereto shall have
become effective)."
D. Section 2.12(g) of the Credit Agreement is hereby amended in
its entirety to read as follows:
"(g) Excess Cash Flow. Not later than the date 90 days after each
August 31, commencing with August 31, 1996, the Company shall prepay the
Loans (and/or provide cover for the Letter of Credit Liabilities as
specified in clause (i) below), and the Commitments shall be subject to
automatic reduction, in an aggregate amount equal to the excess of (A)
50% of Excess Cash Flow for the period of four fiscal quarters ending on
such August 31 over (B) the aggregate amount of prepayments of Term
Loans made during such period pursuant to Section 2.11 hereof and, after
the payment in full of the Term Loans, the aggregate amount of voluntary
reductions of Revolving Credit Commitments made during such period
pursuant to Section 2.06(b) hereof, such prepayment and reduction to be
effected in each case in the manner and to the extent specified in
clause (h) below."
E. The penultimate paragraph of Section 9.01 of the Credit
Agreement (i.e. the paragraph immediately following clause (h) of said Section
9.01) shall be amended by adding a new sentence at the end thereof to read as
follows:
"In addition, concurrently with the delivery pursuant to
paragraph (b) above of the audited financial statements of the Company
and its Consolidated Subsidiaries as at the end of any fiscal year
ending after August 31, 1996, the Company will deliver a calculation of
its independent certified public accountants setting forth the amount of
Excess Cash Flow for the period of four fiscal quarters ending on the
August 31 during such fiscal year."
F. The third sentence of Section 9.05 of the Credit Agreement is
hereby amended in its entirety to read as follows:
"The Company will not, nor will it permit any of its Subsidiaries
to, convey, sell, lease, transfer or otherwise dispose of, in one
transaction or a series of transactions, any part of its business or
Property, whether now owned or hereafter acquired (including, without
limitation, receivables and leasehold interests, but excluding (i) sales
and other dispositions of Property so long as the amount thereof sold in
any single fiscal year by the Company and its Subsidiaries shall not
have a fair market value in excess of $10,000,000 (in excess of
$5,000,000 for the short fiscal year ending February 29, 1996) and (ii)
any inventory or other Property sold or disposed of in the ordinary
course of business and on ordinary business terms)."
G. Section 9.09 of the Credit Agreement is hereby amended in its
entirety to read as follows:
"9.09 Dividend Payments. The Company will not, and will not
permit any of its Subsidiaries to, declare or make any Dividend Payment
at any time other than Dividend Payments in respect of (i) stock
appreciation rights as contemplated by the Stock Option Plan in an
aggregate amount not exceeding $500,000 in any fiscal year (not
exceeding $250,000 for the short fiscal year ending February 29, 1996),
(ii) payments under the Xxxxxx Phantom Stock Plan in an aggregate amount
not exceeding $4,500,000 during the term of this Agreement and (iii)
repurchases for cash, on or after the effectiveness of Amendment No. 1
hereof, of shares of the outstanding common stock of the Company so long
as (x) the aggregate amount paid in respect of all such repurchases
shall not exceed $30,000,000 and (y) at the time of any such repurchase,
and after giving effect thereto, no Default or Event of Default shall
have occurred and be continuing hereunder. Nothing herein shall be
deemed to prohibit the payment of any dividends by Subsidiaries to the
Company and other Subsidiaries."
H. Section 9.11 of the Credit Agreement is hereby amended in its
entirety to read as follows:
"9.11 Interest Rate Protection Agreements. The Company will
within 60 days of the Effective Date and at all times thereafter until
August 31, 1997 maintain in full force and effect one or more Interest
Rate Protection Agreements with one or more of the Banks (and/or with a
bank or other financial institution having capital, surplus and
undivided profits of at least $500,000,000), which effectively enables
the Company (in a manner satisfactory to the Majority Banks), to protect
itself against three-month London interbank offered rates exceeding
8.75% per annum as to a notional principal amount at least equal to the
following respective amounts at the following respective dates:
Date Amount
---- ------
August 31, 1996 $ 60,000,000
August 31, 1997 $ 40,000,000"
I. The last sentence of Section 9.12 of the Credit Agreement is
hereby amended in its entirety to read as follows:
"Notwithstanding the foregoing, the Company may enter into
so-called split-dollar life insurance agreements substantially in the
form of Schedule VI hereto, so long as the aggregate amount of premiums
payable by the Company during any fiscal year pursuant to such
agreements shall not exceed $2,000,000 in the aggregate (not exceed
$1,000,000 during the short fiscal year ending February 29, 1996)."
Section 3. Conditions. Any amendment set forth in Section 2 above
shall become effective on the date hereof upon the execution of this Amendment
by each Obligor, the Administrative Agent and the requisite Banks under Section
12.04 of the Credit Agreement for such amendment.
Section 4. Effectiveness of Amendment No. 1. Each of the Banks
that has previously executed Amendment No. 1 to the Credit Agreement hereby
agrees that, anything in Section 2 thereof to the contrary notwithstanding, the
amendments to the Credit Agreement provided for in said Amendment No. 1
(excluding the modification to Section 2.12(b) of the Credit Agreement) shall be
deemed effective upon the execution of said Amendment No. 1 by the Majority
Banks.
Section 5. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect. This Amendment
No. 2 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. 2 by signing any such counterpart. This
Amendment No. 2 shall be governed by, and construed in accordance with, the law
of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 2 to be duly executed and delivered as of the day and year first above
written.
CANANDAIGUA WINE COMPANY, INC.
By /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title:
SUBSIDIARY GUARANTORS
BATAVIA WINE CELLARS, INC.
XXXXXXXXX BROTHERS WINE COMPANY
CALIFORNIA PRODUCTS COMPANY
GUILD WINERIES & DISTILLERIES, INC. (formerly
known as Canandaigua
California Acquisition Corp.)
TENNER BROTHERS, INC.
XXXXXX'X WINE CELLARS, INC.
VINTNERS INTERNATIONAL COMPANY, INC.
(formerly known as Canandaigua/Vintners
Acquisition Corp.)
By /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Secretary
CANANDAIGUA WEST, INC.
XXXXXX INCORPORATED
XXXXXX BRANDS, LTD.
XXXXXX XXXXX, LTD.
XXXXXX BRANDS OF CALIFORNIA, INC.
XXXXXX BRANDS OF GEORGIA, INC.
XXXXXX DISTILLERS IMPORT CORP.
XXXXXXX POINT BEVERAGE COMPANY
MONARCH WINE COMPANY,
LIMITED PARTNERSHIP
By Xxxxxx Management, Inc.,
Corporate General Partner
XXXXXX MANAGEMENT, INC.
V ACQUISITION CORP.
By /s/ Xxxxxx Xxxxx
--------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
XXXXXX FINANCIAL CORPORATION
By /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
BANKS
THE CHASE MANHATTAN BANK THE FIRST NATIONAL BANK OF CHICAGO
(NATIONAL ASSOCIATION),
ROCHESTER DIVISION
By: /s/ Xxxxx Xxxxxx By: /s/ J. Xxxxxxx Xxxxx
----------------------------- ------------------------------
Title: Vice President Title: Managing Director
XXXXX FARGO BANK, N.A. MANUFACTURERS AND TRADERS TRUST
COMPANY
By: /s/ By: /s/ Xxxxxx X. Xxxxx
----------------------------- ------------------------------
Title: Title: Regional Senior V.P.
FLEET BANK PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxxxxx By: /s/ X. X. Xxxxxxxx
----------------------------- ------------------------------
Title: Assistant Vice President Title: Vice President
NATIONAL CITY BANK NATWEST BANK N.A.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxx Xxxxx
----------------------------- ------------------------------
Title: Senior Vice President Title: V.P. P232
NBD BANK THE BANK OF NOVA SCOTIA
By: /s/ Xxxx X. Xxxx By: /s/ J. R. Trimble
----------------------------- ------------------------------
Title: Vice President Title: Senior Relationship
Manager
CREDIT SUISSE THE DAIWA BANK, LIMITED
By: /s/ Xxxxxx Xxxxxxx By: /s/
----------------------------- ------------------------------
Title: Associate Title:
By: /s/ Xxxxxxxxxxx X. Xxxxx
-----------------------------
Title: Member of Senior Management
KEY BANK OF NEW YORK CHEMICAL BANK
By: /s/ Xxx X. Xxxxx By: /s/ X. Xxxxxxxx
----------------------------- ------------------------------
Title: Senior Vice President Title: Vice President
COOPERATIVE CENTRAL RAIFFEISEN- LTCB TRUST COMPANY
BOERENLEENBANK B.A. "RABOBANK
NEDERLAND", NEW YORK BRANCH
By: /s/ By: /s/ Y. Nakagowa
----------------------------- ------------------------------
Title: Title: Vice President
CORESTATES BANK, N.A. DG BANK DEUTSCHE GENOSSEN-
SCHAFTSBANK, CAYMAN ISLAND BRANCH
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. XxXxxx
----------------------------- ------------------------------
Title: Vice President Title: SVP
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------
Title: Vice President
THE FUJI BANK LIMITED, THE SUMITOMO BANK, LIMITED
NEW YORK BRANCH NEW YORK BRANCH
By: /s/ Xxxxxxxxx Xxxxxx By: /s/ Xxxxxxxx Xxxxx
----------------------------- ------------------------------
Title: Vice President & Manager Title: Joint General Manager
THE ADMINISTRATIVE AGENT
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),
as Administrative Agent
By /s/ Xxxxx X. Xxxxxx
----------------------------
Title: Vice President
EXHIBIT 10.3
March 22, 1990
Xx. Xxxx X. Xxxxxxxxx
00 Xxxx Xxxxx Xxxxx
Xxxxxxx Xxxxxxx, Xxx Xxxxxx 00000
Dear Xxxx:
We are happy to confirm our offer of employment with Canandaigua Wine Company
(the "Company").
The position offered, subject to N.Y.S.L.A. and B.A.T.F. approval, is Vice
President of Finance reporting to the President of the Company. Responsibilities
include without limitation, and subject to change in the Company's discretion,
the treasury function, corporate secretary, budgeting, forecasting, cost
accounting, financial accounting, accounts receivables, accounts payables,
payroll, insurance, benefits, taxes, SEC compliance, cash management, bank
relations and interface with the corporate auditors.
The position shall commence April 9, 1990 and base gross compensation shall be
at a rate of $4,519.23 per bi-weekly pay period. The Company shall make all
deductions from this amount required by law. Your base gross compensation shall
be reviewed on or about April 9, 1991. You shall also be entitled to
compensation for days spent in preparation for assuming full time
responsibilities prior to April 9, 1990 at the rate of $452.00 per day. In
addition, during your employ you shall have an expense account of $207.70 per
week which amount shall be adjusted annually for inflation on your compensation
review date.
You shall be entitled to all corporate benefits extended to other employees at
your level. Descriptions and enrollment forms, among other things, are included
with this package. Of course, the Company reserves the right to modify such
benefit plans as it, in its sole discretion may decide.
Commencing with your full time employment you shall be eligible for the
Company's standard bonus program for employees at your level consisting of a
bonus potential of 30% of your base gross salary actually earned during a fiscal
year; one third of which is based on meeting personal objectives and two-thirds
of which is based on corporate performance. Of course, the Company reserves the
right to administer and modify such bonus program as it, in its sole discretion,
may decide and shall make all deductions from such bonus payment required by
law.
If during your employment with the Company, the Company terminates your
employment for any reason, except gross misconduct, the Company shall make
bi-weekly severance payments
to you equalling your bi-weekly base gross compensation for nine (9) months from
the date of your execution of a mutually acceptable separation agreement.
The Company shall provide you with a relocation package in essentially the same
form as the one attached to this letter as Appendix A. Details may vary
somewhat, in the Company's sole discretion, as the package is adopted to the
specifics of the relocation contemplated hereby.
The Company agrees to purchase your current residence at a price equal to the
average of three appraisals obtained from three reputable real estate brokers.
Lastly, by executing this letter agreement you are acknowledging and agreeing
that your employment with Canandaigua Wine Company is at will, can be terminated
by you or the Company at any time, with or without cause and with or without
notice. You further understand and agree that this letter agreement constitutes
the entire agreement of the parties, there are no other written or oral
agreements of the parties and that this letter agreement cannot be modified or
amended except in writing executed by you and the President of the Company.
Xxxx, if you are in agreement with the above, please execute both copies of this
letter agreement, retain one for your records and return one to us for ours.
We look forward to the leadership qualities you bring to our management team.
Yours truly,
CANANDAIGUA WINE COMPANY, INC. AGREED:
/S/ Xxxxxxx Xxxxx /S/ Xxxx X. Xxxxxxxxx
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Xxxxxxx Xxxxx Xxxx X. Xxxxxxxxx
President Dated: 3/23/90
RS/km
Enc.
