[Execution Copy]

                                 AMENDMENT NO. 1

     AMENDMENT NO. 1 dated as of February 13, 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 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)  Article I of the  Credit  Agreement  is  amended  by  adding  the
     following definition in its appropriate alphabetic location:

          "'Turner Road  Acquisition'  means the acquisition of certain property
     and assets of Sebastiani  Vineyards,  a Delaware  corporation  ("SVI"), and
     Tuolomne River Vintners Group, a California partnership (together with SVI,
     the  "Sellers")  pursuant to a purchase  agreement  dated as of February 1,
     2001 among the Sellers and  Canadaigua  Wine Company,  Inc. a  Wholly-Owned
     Subsidiary  of the Borrower and a  Subsidiary  Guarantor,  for an aggregate
     purchase price approximately equal to $295,000,000,  as such purchase price
     may be adjusted in accordance with the terms of such purchase  agreement as
     in effect on February 1, 2001."

          (b) Clause  (iii) of the  definition  of "Net  Available  Proceeds" in
     Article I of the Credit  Agreement  is amended and  restated to read in its
     entirety as follows:

          "(iii) in the case of any Equity Issuance, the aggregate amount of all
     cash  received  by the  Borrower  and its  Subsidiaries  in respect of such
     Equity  Issuance  (net of (x)  expenses  incurred by the  Borrower  and its
     Subsidiaries in connection  therewith and (y) cash proceeds so received and
     applied to refinance  Subordinated  Indebtedness as contemplated by Section
     7.11),  PROVIDED  that  the  first  $125,000,000  of cash  received  by the
     Borrower and its Subsidiaries after February 1, 2001 and prior to April 30,
     2001 in

                                Amendment No. 1
                                ---------------

<PAGE>

     respect of any single  Equity  Issuance will not  constitute  Net Available
     Proceeds for the purpose of this definition; and"

          (c) Clause (a) of Section 6.08 of the Credit  Agreement is amended and
     restated to read in its entirety as follows:

          "(a) in the case of the Tranche I Revolving  Loans only,  repay on the
     Effective Date  Indebtedness  owing under the Existing Credit Agreement and
     make acquisitions  permitted by Section 7.05(b) (PROVIDED that, as provided
     in Section 7.05(b), the Borrower will not use more than $75,000,000 (or, in
     the case of the Turner Road  Acquisition,  $125,000,000) of the proceeds of
     each Tranche I Revolving Loan Borrowing to fund each transaction  described
     therein  and/or  pay any  related  fees  or  expenses  referred  to in said
     Section),"

          (d)  Paragraphs  (A)  and (B) of  Section  7.01(c)(ii)  of the  Credit
     Agreement are amended and restated to read in their entirety as follows:

               "(A) the aggregate  principal  amount of such other  Indebtedness
          incurred  pursuant to this clause (c)(ii) after February 1, 2001 shall
          not (for any one or more Debt Incurrences)  exceed $400,000,000 in the
          aggregate  (plus, in the case of any Debt  Incurrences  denominated in
          Sterling, an additional (pound) 100,000,000 in the aggregate);

               (B) the Net  Available  Proceeds  of such  Indebtedness  shall be
          applied to prepay Loans in the manner provided in Section 2.11(b)(iv),
          to finance one or more Acquisitions  pursuant to Section 7.05(b) or to
          repay at maturity or prepay in full the Borrower's Senior Subordinated
          Notes  due  2003,  PROVIDED  that  the  aggregate  amount  of such Net
          Available  Proceeds  that may be applied by the Borrower (in excess of
          $200,000,000  in the case of Net  Available  Proceeds to be applied to
          finance the Turner Road Acquisition) to finance Acquisitions shall not
          exceed, on any date, the aggregate amount of Net Available Proceeds of
          Equity  Issuances  applied by the Borrower to the  prepayment of Loans
          hereunder (accompanied,  in the case of prepayment of Revolving Loans,
          by reductions of  Commitments  in like  amount),  whether  pursuant to
          Section  2.11(b)(ii)  or  otherwise,  during the period  from the date
          hereof through such date;"

          (e)  Clause  (ii) of the  proviso  in  Section  7.05(b)  of the Credit
     Agreement is amended and restated to read in its entirety as follows:

          "(ii) the Borrower will not use more than $75,000,000 (or, in the case
     of the Turner Road  Acquisition,  $125,000,000)  of the  proceeds of one or
     more Tranche I Revolving Loans to fund any single such  transaction  and/or
     pay any related fees or expenses."

                                Amendment No. 1
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<PAGE>

          (f) Sections  7.10(b) of the Credit  Agreement is amended and restated
     to read in its entirety as follows:

          "(b) SENIOR DEBT RATIO.  The Borrower  will not permit the Senior Debt
     Ratio to exceed  the  following  respective  ratios at any time  during the
     following respective periods:

                       Period                           Ratio
               ----------------------               -------------

               From February 13, 2001
                through November 30, 2001             3.75 to 1

               From December 1, 2001
                through August 31, 2002               3.50 to 1

               From September 1, 2002
                and at all times thereafter           3.00 to 1

          (g) Sections  7.11(ii) of the Credit Agreement is amended and restated
     to read in its entirety as follows:

          "(ii) so long as no Default shall have occurred and be continuing  (or
     will  occur as a result  of such  payment),  from the  proceeds  of  Senior
     Unsecured  Indebtedness  incurred in accordance with Section 7.01(c)(ii) in
     an aggregate principal amount up to but not exceeding $200,000,000 and from
     the proceeds of  Subordinated  Indebtedness  issued in accordance  with the
     first  paragraph in this  Section,  the  Borrower  may redeem  Subordinated
     Indebtedness that is being refinanced with any such proceeds,"

     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. 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 each Lender that authorizes the  Administrative
Agent to execute this Amendment No. 1 not later than the close of business,  New
York City time,  on Monday,  February  12, 2001,  an amendment  fee in an amount
equal to 0.15% 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
                                ---------------
<PAGE>

     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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<PAGE>


     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/ Thomas S. Summer
                                              ----------------------------------
                                              Title: Executive Vice President
                                                     and Chief Financial Officer


                              SUBSIDIARY GUARANTORS

ALLBERRY, INC.
BATAVIA WINE CELLARS, INC.
CANANDAIGUA EUROPE LIMITED
CANANDAIGUA WINE COMPANY, INC
CLOUD PEAK CORPORATION
FRANCISCAN VINEYARDS, INC.
MT. VEEDER CORPORATION
POLYPHENOLICS, INC.
ROBERTS TRADING CORP.


By /s/ Thomas S. Summer
   ---------------------
   Title: Treasurer

BARTON INCORPORATED
BARTON BRANDS, LTD.
BARTON BEERS, LTD.
BARTON BRANDS OF CALIFORNIA, INC.
BARTON BRANDS OF GEORGIA, INC.
BARTON CANADA, LTD.
BARTON DISTILLERS IMPORT CORP.
BARTON FINANCIAL CORPORATION
MONARCH IMPORT COMPANY
STEVENS POINT BEVERAGE CO.

By /s/ Thomas S. Summer
   ---------------------
   Title: Vice President

CANANDAIGUA LIMITED


By /s/ Thomas S. Summer
   ---------------------
   Title: Finance Director

                                Amendment No. 1
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<PAGE>


THE CHASE MANHATTAN BANK,
 as Administrative Agent


By /s/ Gail Weiss
   ---------------------
   Title: Vice President




















                                Amendment No. 1
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