Exhibit 4.2

                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of November 17, 1999

                                  By and Among

                            CANANDAIGUA BRANDS, INC.,

                                    as Issuer

                                       and

                           THE GUARANTORS named herein

                                       and

                          J.P. MORGAN SECURITIES LTD.,

                              as Initial Purchaser

                                                  (pound)75,000,000

                          8 1/2% Senior Notes due 2009


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                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

1.       Definitions...........................................................1

2.       Exchange Offer........................................................5

3.       Shelf Registration....................................................9

4.       Additional Interest..................................................10

5.       Registration Procedures..............................................12

6.       Registration Expenses................................................21

7.       Indemnification......................................................22

8.       Rules 144 and 144A...................................................24

9.       Underwritten Registrations...........................................25

10.      Miscellaneous........................................................25

         (a)      No Inconsistent Agreements..................................25
         (b)      Adjustments Affecting Registrable Notes.....................25
         (c)      Amendments and Waivers......................................26
         (d)      Notices.....................................................26
         (e)      Successors and Assigns......................................27
         (f)      Counterparts................................................27
         (g)      Headings....................................................27
         (h)      Governing Law; Jurisdiction.................................27
         (i)      Severability................................................28
         (j)      Securities Held by the Issuers or Their Affiliates..........28
         (k)      Third Party Beneficiaries...................................28
         (l)      Entire Agreement............................................28
         (m)      Additional Amounts of Securities............................28



<PAGE>

                          REGISTRATION RIGHTS AGREEMENT


                  This Registration Rights Agreement (the "Agreement") is dated
as of November 17, 1999, by and among CANANDAIGUA BRANDS, INC., a Delaware
corporation (the "Company"), Batavia Wine Cellars, Inc., Canandaigua Wine
Company, Inc., Canandaigua Europe Limited, Roberts Trading Corp., Polyphenolics,
Inc., Barton Distillers Import Corp., and SCV-EPI Vineyards, Inc., each a New
York corporation, Barton Incorporated, Barton Brands, Ltd., Barton Financial
Corporation and Franciscan Vineyards, Inc., each a Delaware corporation, Barton
Beers, Ltd., a Maryland corporation, Barton Brands of California, Inc., a
Connecticut corporation, Barton Brands of Georgia, Inc. and The Viking
Distillery, Inc., each a Georgia corporation, Stevens Point Beverage Co., a
Wisconsin corporation, Monarch Import Company and Barton Canada, Ltd., each an
Illinois corporation, Simi Winery, Inc., Allberry, Inc., Cloud Peak Corporation,
M.J. Lewis Corp. and Mt. Veeder Corporation, each a California Corporation,
Canandaigua Limited, a corporation organized under the laws of England and
Wales, and Canandaigua B.V., a corporation organized under the laws of the
Netherlands (collectively, the "Guarantors") and J.P. MORGAN SECURITIES LTD.
(the "Initial Purchaser").

                  This Agreement is entered into in connection with the Purchase
Agreement, dated as of November 10, 1999 (the "Purchase Agreement"), by and
among the Company, the Guarantors and the Initial Purchaser, which provides for
the sale by the Company to the Initial Purchaser of an aggregate of
(pound)75,000,000 aggregate principal amount of the Company's 8 1/2% Senior
Notes due 2009 (the "Notes"). The Notes are being issued pursuant to the
Indenture, dated as of November 17, 1999, (the "Indenture"), among the Company,
Guarantors and Harris Trust and Savings Bank, as Trustee. The Notes are
guaranteed (the "Guarantees") by the Guarantors. The Notes and the Guarantees
are collectively referred to herein as the "Securities".

                  In order to induce the Initial Purchaser to enter into the
Purchase Agreement, the Company and the Guarantors have agreed to provide the
registration rights set forth in this Agreement for the benefit of the Initial
Purchaser and any subsequent holder or holders of the Securities. The execution
and delivery of this Agreement is a condition to the Initial Purchaser's
obligation to purchase the Securities under the Purchase Agreement.

                  The parties hereby agree as follows:

                  1. Definitions. As used in this Agreement, the following terms
shall have the following meanings:

                  Additional Interest:  See Section 4 hereof.

                  Advice:  See Section 5 hereof.

                  Agreement:  See the introductory paragraphs hereto.

                  Applicable Period:  See Section 2 hereof.

                  Business Day: Any day that is not a Saturday, Sunday or a day
on which banking institutions in New York are authorized or required by law to
be closed.

                  Company:  See the introductory paragraphs hereto.

                  Effectiveness Date: The 180th day after the Issue Date;
provided, however, that with respect to any Shelf Registration, the
Effectiveness Date shall be the 60th day after the Filing Date with respect
thereto.

                  Effectiveness Period:  See Section 3 hereof.

                  Event Date:  See Section 4 hereof.

                  Exchange Act: The Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

                  Exchange Notes:  See Section 2 hereof.

                  Exchange Offer:  See Section 2 hereof.

                  Exchange Offer Registration Statement:  See Section 2 hereof.

                  Filing Date: (A) If no Exchange Offer Registration Statement
has been filed by the Issuer pursuant to this Agreement, the 90th day after the
Issue Date; and (B) with respect to a Shelf Registration Statement, the 60th day
after the delivery of a Shelf Notice as required pursuant to Section 2(c)
hereof.

                  Guarantees:  See introductory paragraphs hereto.

                  Guarantors:  See introductory paragraphs hereto.

                  Holder: Any holder of a Registrable Note or Registrable Notes.

                  Indemnified Person:  See Section 7(c) hereof.

                  Indemnifying Person:  See Section 7(c) hereof.

                  Indenture:  See introductory paragraphs hereto.

                  Initial Purchaser:  See introductory paragraphs hereto.

                  Initial Shelf Registration:  See Section 3(a) hereof.

                  Inspectors:  See Section 5(n) hereof.

                  Issue Date:  November 17, 1999.

                  NASD:  See Section 5(s) hereof.

                  Notes:  See the introductory paragraphs hereto.

                  Participant:  See Section 7(a) hereof.

                  Participating Broker-Dealer:  See Section 2 hereof.

                  Person: An individual, trustee, corporation, partnership,
joint stock company, trust, unincorporated association, union, business
association, firm or other legal entity.

                  Private Exchange:  See Section 2 hereof.

                  Private Exchange Notes:  See Section 2 hereof.

                  Prospectus: The prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act and any term sheet filed pursuant
to Rule 434 under the Securities Act), as amended or supplemented by any
prospectus supplement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.

                  Purchase Agreement:  See the introductory paragraphs hereto.

                  Records:  See Section 5(n) hereof.

                  Registrable Notes: Each Security upon its original issuance
and at all times subsequent thereto, each Exchange Note as to which Section
2(c)(iv) hereof is applicable upon original issuance and at all times subsequent
thereto and each Private Exchange Note (and related Guarantees) upon original
issuance thereof and at all times subsequent thereto, until in the case of any
such Security, Exchange Note or Private Exchange Note, as the case may be, the
earliest to occur of (i) a Registration Statement (other than, with respect to
any Exchange Note as to which Section 2(c)(iv) hereof is applicable, the
applicable Exchange Offer Registration Statement) covering such Security,
Exchange Note or such Private Exchange Note has been declared effective by the
SEC and such Security, Exchange Note or such Private Exchange Note, as the case
may be, has been disposed of in accordance with such effective Registration
Statement, (ii) such Security has been exchanged for an Exchange Note or
Exchange Notes (and related Guarantees) pursuant to an Exchange Offer which may
be resold without restriction under state and federal securities laws, (iii)
such Security, Exchange Note or Private Exchange Note (and related Guarantees),
as the case may be, ceases to be outstanding for purposes of the Indenture, or
(iv) such Security, Exchange Note or Private Exchange Note (and related
Guarantees), as the case may be, may be resold without restriction pursuant to
Rule 144 (or any similar provision then in force) under the Securities Act.

                  Registration Statement: Any registration statement of the
Company and the Guarantors that covers any of the Securities, the Exchange Notes
(and related Guarantees) or the Private Exchange Notes (and related Guarantees)
filed with the SEC under the Securities Act, including the Prospectus,
amendments and supplements to such registration statement, including
post-effective amendments, all exhibits, and all material incorporated by
reference or deemed to be incorporated by reference in such registration
statement.

                  Rule 144: Rule 144 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the SEC providing for offers and sales
of securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

                  Rule 144A: Rule 144A promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144) or regulation hereafter adopted by the SEC.

                  Rule 415: Rule 415 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.

                  SEC:  The Securities and Exchange Commission.

                  Securities:  See the introductory paragraphs hereof.

                  Securities Act: The Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.

                  Shelf Notice:  See Section 2 hereof.

                  Shelf Registration:  See Section 3(b) hereof.

                  Subsequent Shelf Registration:  See Section 3(b) hereof.

                  TIA:  The Trust Indenture Act of 1939, as amended.

                  Trustee: The trustee under the Indenture and, if existent, the
trustee under any indenture governing the Exchange Notes (and the related
Guarantees) and Private Exchange Notes (and the related Guarantees) (if any).

                  Underwritten registration or underwritten offering: A
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

                  2. Exchange Offer. (a) The Company and the Guarantors shall
file with the SEC, no later than the Filing Date, a Registration Statement (the
"Exchange Offer Registration Statement") on an appropriate registration form
with respect to a registered offer (the "Exchange Offer") to exchange any and
all of the Registrable Notes for a like aggregate principal amount of debt
securities of the Company (guaranteed by the Guarantors) which are identical in
all material respects to the Securities (the "Exchange Notes"), except that (i)
the Exchange Notes (and the Guarantors' Guarantees thereof) shall have been
registered pursuant to an effective Registration Statement under the Securities
Act, shall not contain provisions for Additional Interest, and shall contain no
restrictive legend thereon, (ii) interest thereon shall accrue from the last
date on which interest was paid on the Notes or, if no such interest has been
paid, from the Issue Date, and which are entitled to the benefits of the
Indenture or a trust indenture which is identical in all material respects to
the Indenture (other than such changes to the Indenture or any such identical
trust indenture as are necessary to comply with any requirements of the SEC to
effect or maintain the qualification thereof under the TIA) and which, in either
case, has been qualified under the TIA. The Exchange Offer shall comply with all
applicable tender offer rules and regulations under the Exchange Act and other
applicable law. The Company and the Guarantors shall use their respective best
efforts to (x) cause the Exchange Offer Registration Statement to be declared
effective under the Securities Act on or before the Effectiveness Date; (y) keep
the Exchange Offer open for not less than 20 Business Days (or longer if
required by applicable law) after the date that notice of such Exchange Offer is
mailed to Holders; and (z) consummate such Exchange Offer on or prior to the
210th day following the Issue Date. For purposes of this Section 2(a) only, if
after the Exchange Offer Registration Statement is initially declared effective
by the SEC, the Exchange Offer or the issuance of the Exchange Notes thereunder
is interfered with by any stop order, injunction or other order or requirement
of the SEC or any other governmental agency or court, the Exchange Offer
Registration Statement shall be deemed not to have become effective for purposes
of this Agreement during the period of such interference, until the Exchange
Offer may legally resume.

                  Each Holder who participates in the Exchange Offer will be
required, as a condition to its participation in the Exchange Offer, to
represent to the Company in writing (which may be contained in the applicable
letter of transmittal) that (i) any Exchange Notes received by it will be
acquired in the ordinary course of its business, (ii) at the time of the
consummation of the Exchange Offer such Holder will have no arrangement or
understanding with any Person to participate in the distribution of the Exchange
Notes in violation of the provisions of the Securities Act, (iii) such Holder is
not an affiliate of the Company or any Guarantor within the meaning of the
Securities Act, (iv) if such Holder is not a broker-dealer, such Holder is not
engaged in, and does not intend to engage in, the distribution of Exchange
Notes, (v) if such Holder is a broker-dealer that will receive Exchange Notes
for its own account in exchange for Securities that were acquired as a result of
market-making or other trading activities, such Holder will deliver a prospectus
in connection with any resale of such Exchange Notes and (vi) such Holder is not
acting on behalf of any Persons who could not truthfully make the foregoing
representations.

                  Upon consummation of the Exchange Offer in accordance with
this Section 2, the provisions of this Agreement shall continue to apply,
mutatis mutandis, solely with respect to Registrable Notes that are Private
Exchange Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and
Exchange Notes held by Participating Broker-Dealers, and the Company and the
Guarantors shall have no further obligation to register Registrable Notes (other
than Private Exchange Notes and other than in respect of any Exchange Notes as
to which clause 2(c)(iv) hereof applies) pursuant to Section 3 hereof.

                  No securities other than the Exchange Notes shall be included
in the Exchange Offer Registration Statement.

                  (b) The Company and the Guarantors shall include within the
Prospectus contained in the Exchange Offer Registration Statement a section
entitled "Plan of Distribution," reasonably acceptable to the Initial Purchaser,
which shall contain a summary statement of the positions taken or policies made
by the staff of the SEC with respect to the potential "underwriter" status of
any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under
the Exchange Act) of Exchange Notes received by such broker-dealer in the
Exchange Offer (a "Participating Broker-Dealer"), whether such positions or
policies have been publicly disseminated by the staff of the SEC or such
positions or policies represent the prevailing views of the staff of the SEC.
Such "Plan of Distribution" section shall also expressly permit the use of the
Prospectus by all Persons subject to the prospectus delivery requirements of the
Securities Act, including all Participating Broker-Dealers, and include a
statement describing the means by which Participating Broker-Dealers may resell
the Exchange Notes in compliance with the Securities Act.

                  The Company and the Guarantors shall use their respective best
efforts to keep the Exchange Offer Registration Statement effective and to amend
and supplement the Prospectus contained therein in order to permit such
prospectus to be lawfully delivered by all Persons subject to the prospectus
delivery requirements of the Securities Act for such period of time as is
necessary to comply with applicable law in connection with any resale of the
Exchange Notes covered thereby; provided, however, that such period shall not
exceed 180 days after such Exchange Offer Registration Statement is declared
effective (or such longer period if extended pursuant to the last paragraph of
Section 5 hereof) (the "Applicable Period").

                  If, prior to consummation of the Exchange Offer, the Initial
Purchaser holds any Notes acquired by them and having, or which are reasonably
likely to be determined to have, the status of an unsold allotment in an initial
distribution, the Company and the Guarantors upon the request of the Initial
Purchaser shall simultaneously with the delivery of the Exchange Notes in the
Exchange Offer, issue and deliver to the Initial Purchaser, in exchange (each, a
"Private Exchange") for such Notes held by the Initial Purchaser, a like
principal amount of debt securities of the Company (guaranteed by the
Guarantors) that are identical in all material respects to the Exchange Notes
(the "Private Exchange Notes") except for the placement of a restrictive legend
on such Private Exchange Notes (and which are issued pursuant to the same
indenture as the Exchange Notes). If possible, the Private Exchange Notes shall
bear the same CUSIP number as the Exchange Notes.

                  In connection with each Exchange Offer, the Company and the
Guarantors shall:

                  (1) mail, or cause to be mailed, to each Holder entitled to
         participate in the Exchange Offer a copy of the Prospectus forming part
         of the Exchange Offer Registration Statement relating to such Exchange
         Offer, together with an appropriate letter of transmittal and related
         documents;

                  (2) use their respective best efforts to keep the Exchange
         Offer open for not less than 20 Business Days after the date that
         notice of the Exchange Offer is mailed to Holders (or longer, if
         required by applicable law);

                  (3) utilize the services of a depositary for the Exchange
         Offer which may be the Trustee or an affiliate thereof;

                  (4) permit Holders to withdraw tendered Notes at any time
         prior to the close of business, New York time, on the last Business Day
         on which the Exchange Offer remains open; and

                  (5) otherwise comply in all material respects with all
         applicable laws, rules and regulations of the United Kingdom and the
         United States.

                  As soon as practicable after the close of the Exchange Offer
and the Private Exchange, if any, the Company and the Guarantors shall:

                  (1) accept for exchange all Registrable Notes validly tendered
         and not validly withdrawn pursuant to the Exchange Offer and the
         Private Exchange, if any;

                  (2) deliver to the Trustee for cancellation all Registrable
         Notes so accepted for exchange; and

                  (3) cause the Trustee to authenticate and deliver promptly to
         each Holder of Notes, Exchange Notes or Private Exchange Notes, as the
         case may be, equal in principal amount to the Securities of such Holder
         so accepted for exchange.

                  The Exchange Offer and the Private Exchange shall not be
subject to any conditions, other than that (i) the Exchange Offer or Private
Exchange, as the case may be, does not violate applicable law or any applicable
interpretation of the staff of the SEC, (ii) no action or proceeding is
instituted or threatened in any court or by any governmental agency which might
materially impair the ability of the Company and the Guarantors to proceed with
the Exchange Offer or the Private Exchange and no material adverse development
has occurred in any existing action or proceeding with respect to the Company or
the Guarantors that would materially impair the ability of the Company and the
Guarantors to consummate the Exchange Offer or the Private Exchange and (iii)
all governmental approvals have been obtained, which approvals the Company and
the Guarantors deem necessary for the consummation of the Exchange Offer or the
Private Exchange.

                  The Exchange Notes and the Private Exchange Notes shall be
issued under (i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture, which in either event has been qualified under the
TIA or is exempt from such qualification and shall provide that the Exchange
Notes shall not be subject to the transfer restrictions set forth in the
Indenture. The Indenture or such indenture shall provide that the Exchange
Notes, the Private Exchange Notes and the Securities shall vote and consent
together on all matters as one class and that none of the Exchange Notes, the
Private Exchange Notes or the Securities will have the right to vote or consent
as a separate class on any matter.

                  (c) If, (i) because of any change in law or in currently
prevailing interpretations of the staff of the SEC, the Company and the
Guarantors are not permitted to effect the Exchange Offer, (ii) the Exchange
Offer is not consummated within 210 days after the Issue Date, (iii) any holder
of Private Exchange Notes so requests, or (iv) in the case of any Holder that
participates in the Exchange Offer, such Holder does not receive Exchange Notes
on the date of the exchange that may be sold without restriction under state and
federal securities laws (other than due solely to the status of such Holder as
an affiliate of the Company or any Guarantor within the meaning of the
Securities Act), in the case of each of clauses (i) to and including (iv) of
this sentence, then the Company and the Guarantors shall promptly deliver to the
Holders and the Trustee written notice thereof (the "Shelf Notice") and shall
file a Shelf Registration pursuant to Section 3 hereof.

                  3. Shelf Registration. If at any time a Shelf Notice is
delivered as contemplated by Section 2(c) hereof, then:

                  (a) Shelf Registration. The Company and the Guarantors shall
file with the SEC a Registration Statement for an offering to be made on a
continuous basis pursuant to Rule 415 covering all of the Registrable Notes not
exchanged in the Exchange Offer, Private Exchange Notes and Exchange Notes to
which Section 2(c)(iv) is applicable (the "Initial Shelf Registration"). The
Company and the Guarantors shall use their respective best efforts to file with
the SEC the Initial Shelf Registration on or prior to the Filing Date. The
Initial Shelf Registration shall be on Form S-1 or another appropriate form
permitting registration of such Registrable Notes for resale by Holders in the
manner or manners designated by them (including, without limitation, one or more
underwritten offerings). Neither the Company nor any Guarantor shall permit any
debt securities or securities convertible into or exchangeable for debt
securities other than the Registrable Notes to be included in the Initial Shelf
Registration or any Subsequent Shelf Registration (as defined below).

                  The Company and the Guarantors shall use their respective best
efforts to cause each Initial Shelf Registration to be declared effective under
the Securities Act on or prior to the Effectiveness Date and to keep such
Initial Shelf Registration continuously effective under the Securities Act until
the date which is two years from the Effectiveness Date, subject to extension
pursuant to the last paragraph of Section 5 hereof (the "Effectiveness Period"),
or such shorter period ending when (i) all Registrable Notes covered by the
Initial Shelf Registration have been sold in the manner set forth and as
contemplated in the Initial Shelf Registration or (ii) a Subsequent Shelf
Registration covering all of the Registrable Notes covered by and not sold under
the Initial Shelf Registration or an earlier Subsequent Shelf Registration has
been declared effective under the Securities Act; provided, however, that the
Effectiveness Period in respect of the Initial Shelf Registration shall be
extended to the extent required to permit dealers to comply with the applicable
prospectus delivery requirements of Rule 174 under the Securities Act and as
otherwise provided herein.

                  (b) Subsequent Shelf Registrations. If the Initial Shelf
Registration or any Subsequent Shelf Registration ceases to be effective for any
reason at any time during the Effectiveness Period (other than because of the
sale of all of the securities registered thereunder), the Company and the
Guarantors shall use their respective reasonable best efforts to obtain the
prompt withdrawal of any order suspending the effectiveness thereof, and in any
event shall within 45 days of such cessation of effectiveness amend the Initial
Shelf Registration in a manner to obtain the withdrawal of the order suspending
the effectiveness thereof, or file an additional "shelf" Registration Statement
pursuant to Rule 415 covering all of the Registrable Notes covered by and not
sold under the Initial Shelf Registration or an earlier Subsequent Shelf
Registration (each, a "Subsequent Shelf Registration"). If a Subsequent Shelf
Registration is filed, the Company and the Guarantors shall use their respective
best efforts to cause the Subsequent Shelf Registration to be declared effective
under the Securities Act as soon as practicable after such filing and to keep
such Registration Statement continuously effective for a period equal to the
number of days in the Effectiveness Period less the aggregate number of days
during which the Initial Shelf Registration or any Subsequent Shelf Registration
was previously continuously effective. As used herein the term "Shelf
Registration" means the Initial Shelf Registration and any Subsequent Shelf
Registration.

                  (c) Supplements and Amendments. The Company and the Guarantors
shall promptly supplement and amend the Shelf Registration if required by the
rules, regulations or instructions applicable to the registration form used for
such Shelf Registration, if required by the Securities Act, or if reasonably
requested by the Holders of a majority in aggregate principal amount of the
Registrable Notes covered by such Registration Statement or by any underwriter
of such Registrable Notes.

                  4. Additional Interest. (a) The Company, the Guarantors and
the Initial Purchaser agree that the Holders will suffer damages if the Company
and the Guarantors fail to fulfill their obligations under Section 2 or Section
3 hereof and that it would not be feasible to ascertain the extent of such
damages with precision. Accordingly, the Company and the Guarantors agree to
pay, as liquidated damages, additional interest on the Notes ("Additional
Interest") under the circumstances and to the extent set forth below (each of
which shall be given independent effect):

                  (i) if (A) neither the Exchange Offer Registration Statement
         nor the Initial Shelf Registration has been filed with the SEC within
         90 days after the Issue Date or (B) notwithstanding that the Company
         and the Guarantors have consummated or will consummate an Exchange
         Offer, the Company and the Guarantors are required to file a Shelf
         Registration and such Shelf Registration is not filed on or prior to
         the Filing Date applicable thereto, then, commencing on the day after
         any such Filing Date, Additional Interest shall accrue on the principal
         amount of the Notes at a rate of [0.50%] per annum for the first 90
         days immediately following each such Filing Date, such Additional
         Interest rate increasing by an additional [0.50%] per annum at the
         beginning of each subsequent 90-day period;

                  (ii) if (A) neither the Exchange Offer Registration Statement
         nor the Initial Shelf Registration is declared effective by the SEC on
         or prior to the relevant Effectiveness Date or (B) notwithstanding that
         the Company and the Guarantors have consummated or will consummate the
         Exchange Offer, the Company and the Guarantors are required to file a
         Shelf Registration and such Shelf Registration is not declared
         effective by the SEC on or prior to the Effectiveness Date in respect
         of such Shelf Registration, then, commencing on the day after such
         Effectiveness Date, Additional Interest shall accrue on the principal
         amount of the Notes at a rate of [0.50%] per annum for the first 90
         days immediately following the day after such Effectiveness Date, such
         Additional Interest rate increasing by an additional [0.50%] per annum
         at the beginning of each subsequent 90-day period; and

                  (iii) if (A) the Company and the Guarantors have not exchanged
         Exchange Notes for all Notes validly tendered in accordance with the
         terms of the Exchange Offer on or prior to the 210th day after the
         Issue Date or (B) if applicable, a Shelf Registration has been declared
         effective and such Shelf Registration ceases to be effective at any
         time during the Effectiveness Period (other than after such time as all
         Notes have been disposed of thereunder), then Additional Interest shall
         accrue on the principal amount of the Notes at a rate of 0.50% per
         annum for the first 90 days commencing on the (x) 211th day after the
         Issue Date, in the case of (A) above, or (y) the day such Shelf
         Registration ceases to be effective in the case of (B) above, such
         Additional Interest rate increasing by an additional 0.50% per annum at
         the beginning of each such subsequent 90-day period;

provided, however, that Additional Interest on the Notes may not accrue under
more than one of the foregoing clauses (i), (ii) or (iii) at any one time and at
no time shall the aggregate amount of Additional Interest accruing exceed in the
aggregate 1.5% per annum; provided, further, however, that (1) upon the filing
of the Exchange Offer Registration Statement or a Shelf Registration as required
hereunder (in the case of clause (a)(i) of this Section 4), (2) upon the
effectiveness of the Exchange Offer Registration Statement or a Shelf
Registration as required hereunder (in the case of clause (a)(ii) of this
Section 4), or (3) upon the exchange of Exchange Notes for all Notes tendered
(in the case of clause (a)(iii)(A) of this Section 4), or upon the effectiveness
of a Shelf Registration which had ceased to remain effective (in the case of
(a)(iii)(B) of this Section 4), Additional Interest on the Notes as a result of
such clause (or the relevant subclause thereof), as the case may be, shall cease
to accrue. It is understood and agreed that, notwithstanding any provision to
the contrary, so long as any Registrable Note is then covered by an effective
Shelf Registration Statement, no Additional Interest shall accrue on such
Registrable Security.

                  (b) The Company and the Guarantors shall notify the Trustee
within two business days after each and every date on which an event occurs in
respect of which Additional Interest is required to be paid (an "Event Date").
Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii)
of this Section 4 will be payable in cash semi-annually on each May 15 and
November 15 (to the holders of record on the May 1 and November 1 immediately
preceding such dates), commencing with the first such date occurring after any
such Additional Interest commences to accrue. The amount of Additional Interest
will be determined by multiplying the applicable Additional Interest rate by the
principal amount of the Registrable Notes, multiplied by a fraction, the
numerator of which is the number of days such Additional Interest rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.

                  5. Registration Procedures. In connection with the filing of
any Registration Statement pursuant to Sections 2 or 3 hereof, the Company and
the Guarantors shall effect such registrations to permit the sale of the
securities covered thereby in accordance with the intended method or methods of
disposition thereof, and pursuant thereto and in connection with any
Registration Statement filed by the Company and the Guarantors hereunder the
Company and the Guarantors shall:

                  (a) Prepare and file with the SEC prior to the applicable
Filing Date, a Registration Statement or Registration Statements as prescribed
by Sections 2 or 3 hereof, and use their respective best efforts to cause each
such Registration Statement to become effective and remain effective as provided
herein; provided, however, that, if (1) such filing is pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period relating thereto, before filing any
Registration Statement or Prospectus or any amendments or supplements thereto,
the Company and the Guarantors shall furnish to and afford the Holders of the
Registrable Notes covered by such Registration Statement or each such
Participating Broker-Dealer, as the case may be, their counsel and the managing
underwriters, if any, a reasonable opportunity to review copies of all such
documents (including copies of any documents to be incorporated by reference
therein and all exhibits thereto) proposed to be filed (in each case at least
five business days prior to such filing, or such later date as is reasonable
under the circumstances). Neither the Company nor any Guarantor shall file any
Registration Statement or Prospectus or any amendments or supplements thereto if
the Holders of a majority in aggregate principal amount of the Registrable Notes
covered by such Registration Statement, or any such Participating Broker-Dealer,
as the case may be, their counsel, or the managing underwriters, if any, shall
reasonably object.

                  (b) Prepare and file with the SEC such amendments and
post-effective amendments to each Shelf Registration or Exchange Offer
Registration Statement, as the case may be, as may be necessary to keep such
Registration Statement continuously effective for the Effectiveness Period or
the Applicable Period, as the case may be; cause the related Prospectus to be
supplemented by any Prospectus supplement required by applicable law, and as so
supplemented to be filed pursuant to Rule 424 (or any similar provisions then in
force) promulgated under the Securities Act; and comply with the provisions of
the Securities Act and the Exchange Act applicable to each of them with respect
to the disposition of all securities covered by such Registration Statement as
so amended or described in such Prospectus as so supplemented and with respect
to the subsequent resale of any securities being sold by a Participating
Broker-Dealer covered by any such Prospectus. The Company and the Guarantors
shall be deemed not to have used their respective best efforts to keep a
Registration Statement effective during the Effectiveness Period or the
Applicable Period, as the case may be, relating thereto if the Company or any
Guarantor, as the case may be, voluntarily takes any action that would result in
selling Holders of the Registrable Notes covered thereby or Participating
Broker-Dealers seeking to sell Exchange Notes not being able to sell such
Registrable Notes or such Exchange Notes during that period unless (i) such
action is required by applicable law or (ii) such action is taken by each of
them in good faith and for valid business reasons (not including avoidance of
any of its obligations hereunder), including the acquisition or divestiture of
assets.

                  (c) If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period relating thereto from whom the Company has
received written notice that it will be a Participating Broker-Dealer in the
Exchange Offer, notify the selling Holders of Registrable Notes, or each such
Participating Broker-Dealer, as the case may be, their counsel and the managing
underwriters, if any, promptly (but in any event within two Business Days), and
confirm such notice in writing, (i) when a Prospectus or any Prospectus
supplement or post-effective amendment has been filed, and, with respect to a
Registration Statement or any post-effective amendment, when the same has become
effective under the Securities Act (including in such notice a written statement
that any Holder may, upon request, obtain, at the sole expense of the Company
and the Guarantors, one conformed copy of such Registration Statement or
post-effective amendment including financial statements and schedules, documents
incorporated or deemed to be incorporated by reference and exhibits), (ii) of
the issuance by the SEC of any stop order suspending the effectiveness of a
Registration Statement or of any order preventing or suspending the use of any
preliminary prospectus or the initiation of any proceedings for that purpose,
(iii) if, at any time when a prospectus is required by the Securities Act to be
delivered in connection with sales of the Registrable Notes or resales of
Exchange Notes by Participating Broker-Dealers, the representations and
warranties of the Company and the Guarantors contained in any agreement
(including any underwriting agreement) contemplated by Section 5(m) hereof cease
to be true and correct in all material respects, (iv) of the receipt by the
Company or any Guarantor of any notification with respect to the suspension of
the qualification or exemption from qualification of a Registration Statement or
any of the Registrable Notes or the Exchange Notes to be sold by any
Participating Broker-Dealer for offer or sale in any jurisdiction, or the
initiation or threatening of any proceeding for such purpose, (v) of the
happening of any event, the existence of any condition or any information
becoming known that makes any statement made in such Registration Statement or
related Prospectus or any document incorporated or deemed to be incorporated
therein by reference untrue in any material respect or that requires the making
of any changes in or amendments or supplements to such Registration Statement,
Prospectus or documents so that, in the case of the Registration Statement, it
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the Prospectus, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading, and
(vi) of the determination by the Company and the Guarantors that a
post-effective amendment to a Registration Statement would be appropriate.

                  (d) If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, use their respective reasonable best efforts
to prevent the issuance of any order suspending the effectiveness of a
Registration Statement or of any order preventing or suspending the use of a
Prospectus or suspending the qualification (or exemption from qualification) of
any of the Registrable Notes or the Exchange Notes to be sold by any
Participating Broker-Dealer, for sale in any jurisdiction, and, if any such
order is issued, to use their respective reasonable best efforts to obtain the
withdrawal of any such order at the earliest possible moment.

                  (e) If a Shelf Registration is filed pursuant to Section 3 and
if requested by the managing underwriter or underwriters (if any), the Holders
of a majority in aggregate principal amount of the Registrable Notes being sold
in connection with an underwritten offering or any Participating Broker-Dealer,
(i) promptly incorporate in a prospectus supplement or post-effective amendment
such information as the managing underwriter or underwriters (if any), such
Holders, any Participating Broker-Dealer or counsel for any of them reasonably
determine is necessary to be included therein, (ii) make all required filings of
such prospectus supplement or such post-effective amendment as soon as
practicable after the Company has received notification of the matters to be
incorporated in such prospectus supplement or post-effective amendment, and
(iii) supplement or make amendments to such Registration Statement.

                  (f) If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, furnish to each selling Holder of
Registrable Notes and to each such Participating Broker-Dealer who so requests
and to counsel and each managing underwriter, if any, at the sole expense of the
Company and the Guarantors, one conformed copy of the Registration Statement or
Registration Statements and each post-effective amendment thereto, including
financial statements and schedules, and, if requested, all documents
incorporated or deemed to be incorporated therein by reference and all exhibits.

                  (g) If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, deliver to each selling Holder of
Registrable Notes, or each such Participating Broker-Dealer, as the case may be,
their respective counsel, and the underwriters, if any, at the sole expense of
the Company, as many copies of the Prospectus or Prospectuses (including each
form of preliminary prospectus) and each amendment or supplement thereto and any
documents incorporated by reference therein as such Persons may reasonably
request; and, subject to the last paragraph of this Section 5, the Company and
the Guarantors hereby consent to the use of such Prospectus and each amendment
or supplement thereto by each of the selling Holders of Registrable Notes or
each such Participating Broker-Dealer, as the case may be, and the underwriters
or agents, if any, and dealers (if any), in connection with the offering and
sale of the Registrable Notes covered by, or the sale by Participating
Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and any
amendment or supplement thereto.

                  (h) Prior to any public offering of Registrable Notes or any
delivery of a Prospectus contained in the Exchange Offer Registration Statement
by any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, to use their respective reasonable best efforts to register
or qualify, and to cooperate with the selling Holders of Registrable Notes or
each such Participating Broker-Dealer, as the case may be, the managing
underwriter or underwriters, if any, and their respective counsel in connection
with the registration or qualification (or exemption from such registration or
qualification) of such Registrable Notes for offer and sale under the securities
or Blue Sky laws of such jurisdictions within the United States as any selling
Holder, Participating Broker-Dealer, or the managing underwriter or underwriters
reasonably request; provided, however, that where Exchange Notes held by
Participating Broker-Dealers or Registrable Notes are offered other than through
an underwritten offering, the Company and the Guarantors agree to cause their
counsel to perform Blue Sky investigations and file registrations and
qualifications required to be filed pursuant to this Section 5(h), keep each
such registration or qualification (or exemption therefrom) effective during the
period such Registration Statement is required to be kept effective and do any
and all other acts or things reasonably necessary or advisable to enable the
disposition in such jurisdictions of the Exchange Notes held by Participating
Broker-Dealers or the Registrable Notes covered by the applicable Registration
Statement; provided, further, that neither the Company nor any Guarantor shall
be required to (A) qualify generally to do business in any jurisdiction where it
is not then so qualified, (B) take any action that would subject it to general
service of process in any such jurisdiction where it is not then so subject or
(C) subject itself to taxation in excess of a nominal dollar amount in any such
jurisdiction where it is not then so subject.

                  (i) If a Shelf Registration is filed pursuant to Section 3
hereof, reasonably cooperate with the selling Holders of Registrable Notes and
the managing underwriter or underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing Registrable Notes to be
sold, which certificates shall not bear any restrictive legends and shall be in
a form eligible for deposit with The Depository Trust Company; and enable such
Registrable Notes to be in such denominations and registered in such names as
the managing underwriter or underwriters, if any, or Holders may request.

                  (j) Use their respective reasonable best efforts to cause the
Registrable Notes covered by the Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be reasonably
necessary to enable the seller or sellers thereof or the underwriter or
underwriters, if any, to consummate the disposition of such Registrable Notes,
except as may be required solely as a consequence of the nature of such selling
Holder's business, in which case the Company and the Guarantors will cooperate
in all reasonable respects with the filing of such Registration Statement and
the granting of such approvals.

                  (k) If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, upon the occurrence of any event
contemplated by paragraph 5(c)(v) or 5(c)(vi) hereof, as promptly as practicable
prepare and (subject to Section 5(a) hereof) file with the SEC, at the sole
expense of the Company, a supplement or post-effective amendment to the
Registration Statement or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, or file any
other required document so that, as thereafter delivered to the purchasers of
the Registrable Notes being sold thereunder or to the purchasers of the Exchange
Notes to whom such Prospectus will be delivered by a Participating
Broker-Dealer, any such Prospectus will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.

                  (l) Prior to the effective date of the first Registration
Statement relating to the Registrable Notes, (i) provide the Trustee with
certificates for the Registrable Notes in a form eligible for deposit with The
Depository Trust Company, Euroclear and/or Cedel Bank, as the case may be, and
(ii) provide a CUSIP number and an ISIN number for the Registrable Notes.

                  (m) In connection with any underwritten offering of
Registrable Notes pursuant to a Shelf Registration, enter into an underwriting
agreement as is customary in underwritten offerings of debt securities similar
to the Securities and take all such other actions as are reasonably requested by
the managing underwriter or underwriters in order to expedite or facilitate the
registration or the disposition of such Registrable Notes and, in such
connection, (i) make such representations and warranties to, and covenants with,
the underwriters with respect to the business of the Company, the Guarantors and
their respective subsidiaries (including any acquired business, properties or
entity, if applicable) and the Registration Statement, Prospectus and documents,
if any, incorporated or deemed to be incorporated by reference therein, in each
case, as are customarily made by issuers to underwriters in underwritten
offerings of debt securities similar to the Securities, and confirm the same in
writing if and when requested; (ii) obtain the written opinions of counsel to
the Company and the Guarantors and written updates thereof in form, scope and
substance reasonably satisfactory to the managing underwriter or underwriters,
addressed to the underwriters covering the matters customarily covered in
opinions requested in underwritten offerings and such other matters as may be
reasonably requested by the managing underwriter or underwriters; (iii) obtain
"cold comfort" letters and updates thereof in form, scope and substance
reasonably satisfactory to the managing underwriter or underwriters from the
independent certified public accountants of the Company and the Guarantors (and,
if necessary, any other independent certified public accountants of any
subsidiary of the Company or any Guarantor or of any business acquired by the
Company or any Guarantor for which financial statements and financial data are,
or are required to be, included or incorporated by reference in the Registration
Statement), addressed to each of the underwriters, such letters to be in
customary form and covering matters of the type customarily covered in "cold
comfort" letters in connection with underwritten offerings and such other
matters as reasonably requested by the managing underwriter or underwriters as
permitted by the Statement on Auditing Standards No. 72; and (iv) if an
underwriting agreement is entered into, the same shall contain indemnification
provisions and procedures no less favorable than those set forth in Section 7
hereof (or such other provisions and procedures acceptable to Holders of a
majority in aggregate principal amount of Registrable Notes covered by such
Registration Statement and the managing underwriter or underwriters or agents)
with respect to all parties to be indemnified pursuant to said Section. The
above shall be done as and to the extent required by such underwriting
agreement.

                  (n) If (1) a Shelf Registration is filed pursuant to Section 3
hereof, or (2) a Prospectus contained in the Exchange Offer Registration
Statement filed pursuant to Section 2 hereof is required to be delivered under
the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange
Notes during the Applicable Period, make available for inspection by any selling
Holder of such Registrable Notes being sold, or each such Participating
Broker-Dealer, as the case may be, any underwriter participating in any such
disposition of Registrable Notes, if any, and any attorney, accountant or other
agent retained by any such selling Holder or each such Participating
Broker-Dealer, as the case may be, or underwriter (collectively, the
"Inspectors"), at the offices where normally kept, during reasonable business
hours, all financial and other records, pertinent corporate documents and
instruments of the Company, the Guarantors and their respective subsidiaries
(collectively, the "Records") as shall be reasonably necessary to enable them to
exercise any applicable due diligence responsibilities, and cause the officers,
directors and employees of the Company, the Guarantors and their respective
subsidiaries to supply all information reasonably requested by any such
Inspector in connection with such Registration Statement or Prospectus. Records
which the Company determines, in good faith, to be confidential and any Records
which the Company notifies the Inspectors in writing are confidential shall not
be disclosed by the Inspectors unless (i) the disclosure of such Records is
necessary or advisable to avoid or correct a misstatement or omission in such
Registration Statement, (ii) the release of such Records is ordered pursuant to
a subpoena or other order from a court of competent jurisdiction, (iii)
disclosure of such information is necessary or advisable in connection with any
action, claim, suit or proceeding, directly or indirectly, involving or
potentially involving such Inspector and arising out of, based upon, relating
to, or involving this Agreement or the Purchase Agreement, or any transactions
contemplated hereby or thereby or arising hereunder or thereunder; provided,
however, that prior notice shall be provided as soon as practicable to the
Company of the potential disclosure of any information by such Inspector
pursuant to clauses (ii) or (iii) of this sentence to permit the Company and the
Guarantors to obtain a protective order (or waive the provisions of this
paragraph (n)) and that such Inspector shall take such actions as are reasonably
necessary to protect the confidentiality of such information (if practicable) to
the extent such action is otherwise not inconsistent with, an impairment of or
in derogation of the rights and interests of the Holder or any Inspector, or
(iv) the information in such Records has been made generally available to the
public other than as a result of a breach of this Agreement.

                  (o) Provide an indenture trustee for the Registrable Notes or
the Exchange Notes, as the case may be, and cause the Indenture or the trust
indenture provided for in Section 2(a) hereof, as the case may be, to be
qualified under the TIA not later than the effective date of the first
Registration Statement relating to the Registrable Notes; and in connection
therewith, reasonably cooperate with the trustee under any such indenture and
the Holders of the Registrable Notes, to effect such changes to such indenture
as may be required for such indenture to be so qualified in accordance with the
terms of the TIA; and execute, and use their respective reasonable best efforts
to cause such trustee to execute, all documents as may be required to effect
such changes, and all other forms and documents required to be filed with the
SEC to enable such indenture to be so qualified in a timely manner.

                  (p) Comply in all material respects with all applicable rules
and regulations of the SEC and make generally available to their respective
securityholders earnings statements satisfying the provisions of Section 11(a)
of the Securities Act and Rule 158 thereunder (or any similar rule promulgated
under the Securities Act) no later than 45 days after the end of any 12-month
period (or 90 days after the end of any 12-month period if such period is a
fiscal year) (i) commencing at the end of any fiscal quarter in which
Registrable Notes are sold to underwriters in a firm commitment or best efforts
underwritten offering and (ii) if not sold to underwriters in such an offering,
commencing on the first day of the first fiscal quarter of the Company after the
effective date of a Registration Statement, which statements shall cover said
12-month periods.

                  (q) Upon consummation of the Exchange Offer or a Private
Exchange, obtain an opinion of counsel to the Company and the Guarantors, in a
form customary for underwritten transactions, addressed to the Trustee for the
benefit of all Holders of Registrable Notes participating in the Exchange Offer
or the Private Exchange, as the case may be, that the Exchange Notes or Private
Exchange Notes, as the case may be, and the related indenture constitute legal,
valid and binding obligations of the Company (and the Guarantors, in the case of
the guarantees thereof) enforceable against the Company (and the Guarantors, in
the case of the guarantees thereof) in accordance with their terms, subject to
customary exceptions and qualifications.

                  (r) If the Exchange Offer or a Private Exchange is to be
consummated, upon delivery of the Registrable Notes by Holders to the Company
(or to such other Person as directed by the Company) in exchange for the
Exchange Notes or the Private Exchange Notes, as the case may be, the Company
shall mark, or cause to be marked, on such Registrable Notes that such
Registrable Notes are being cancelled in exchange for the Exchange Notes or the
Private Exchange Notes, as the case may be; in no event shall such Registrable
Notes be marked as paid or otherwise satisfied.

                  (s) Reasonably cooperate with each seller of Registrable Notes
covered by any Registration Statement and each underwriter, if any,
participating in the disposition of such Registrable Notes and their respective
counsel in connection with any filings required to be made with the National
Association of Securities Dealers, Inc. (the "NASD") and listing under the
Luxembourg Stock Exchange.

                  (t) Use their respective reasonable best efforts to take all
other steps necessary or advisable to effect the registration of the Exchange
Notes and/or Registrable Notes covered by a Registration Statement contemplated
hereby.

                  The Company and the Guarantors may require each seller of
Registrable Notes as to which any registration is being effected to furnish to
the Company such information regarding such seller and the distribution of such
Registrable Notes as the Company may, from time to time, reasonably request. The
Company may exclude from such registration the Registrable Notes of any seller
if such seller fails to furnish such information within 20 Business Days after
receiving such request. Each seller as to which any registration is being
effected agrees to furnish promptly to the Company all information required to
be disclosed in order to make the information previously furnished to the
Company by such seller not materially misleading.

                  If any such Registration Statement refers to any Holder by
name or otherwise as the holder of any securities of the Company or any
Guarantor, then such Holder shall have the right to require (i) the insertion
therein of language, in form and substance reasonably satisfactory to such
Holder, to the effect that the holding by such Holder of such securities is not
to be construed as a recommendation by such Holder of the investment quality of
the securities covered thereby and that such holding does not imply that such
Holder will assist in meeting any future financial requirements of the Company
or such Guarantor, or (ii) in the event that such reference to such Holder by
name or otherwise is not required by the Securities Act or any similar federal
statute then in force, the deletion of the reference to such Holder in any
amendment or supplement to the Registration Statement filed or prepared
subsequent to the time that such reference ceases to be required.

                  Each Holder of Registrable Notes and each Participating
Broker-Dealer agrees by acquisition of such Registrable Notes or Exchange Notes
to be sold by such Participating Broker-Dealer, as the case may be, that, upon
actual receipt of any notice from the Company of the happening of any event of
the kind described in Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi) hereof,
such Holder will forthwith discontinue disposition of such Registrable Notes
covered by such Registration Statement or Prospectus or Exchange Notes to be
sold by such Holder or Participating Broker-Dealer, as the case may be, until
such Holder's or Participating Broker-Dealer's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5(k) hereof, or until
it is advised in writing (the "Advice") by the Company that the use of the
applicable Prospectus may be resumed, and has received copies of any amendments
or supplements thereto. In the event that the Company shall give any such
notice, the Applicable Period shall be extended by the number of days during
such periods from and including the date of the giving of such notice to and
including the date when each seller of Registrable Notes covered by such
Registration Statement or Exchange Notes to be sold by such Participating
Broker-Dealer, as the case may be, shall have received (x) the copies of the
supplemented or amended Prospectus contemplated by Section 5(k) hereof or (y)
the Advice.

                  6. Registration Expenses. All fees and expenses incident to
the performance of or compliance with this Agreement by the Company and the
Guarantors shall be borne by the Company and the Guarantors, whether or not any
Exchange Offer or any Shelf Registration is filed or becomes effective or the
Exchange Offer is consummated, including, without limitation, (i) all
registration and filing fees (including, without limitation, (A) fees with
respect to filings required to be made with the NASD in connection with an
underwritten offering and (B) fees and expenses of compliance with state
securities or Blue Sky laws (including, without limitation, reasonable fees and
disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Notes or Exchange Notes and determination of the eligibility of the
Registrable Notes or Exchange Notes for investment under the laws of such
jurisdictions (x) where the holders of Registrable Notes are located, in the
case of the Exchange Notes, or (y) as provided in Section 5(h) hereof, in the
case of Registrable Notes or Exchange Notes to be sold by a Participating
Broker-Dealer during the Applicable Period)), (ii) printing expenses, including,
without limitation, expenses of printing certificates for Registrable Notes or
Exchange Notes in a form eligible for deposit with The Depository Trust Company
and/or Euroclear and Cedel, as the case may be, and of printing prospectuses if
the printing of prospectuses is requested by the managing underwriter or
underwriters, if any, or by the Holders of a majority in aggregate principal
amount of the Registrable Notes included in any Registration Statement or in
respect of Registrable Notes or Exchange Notes to be sold by any Participating
Broker-Dealer during the Applicable Period, as the case may be, (iii) messenger,
telephone and delivery expenses of the Company and the Guarantors, (iv) fees and
disbursements of counsel for the Company and the Guarantors and reasonable fees
and disbursements of one special counsel for all of the sellers of Registrable
Notes (exclusive of any counsel retained pursuant to Section 7 hereof), (v) fees
and disbursements of all independent certified public accountants referred to in
Section 5(m)(iii) hereof (including, without limitation, the expenses of any
special audit and "cold comfort" letters required by or incident to such
performance), (vi) Securities Act liability insurance, if the Company and the
Guarantors desire such insurance, (vii) fees and expenses of all other Persons
retained by the Company and the Guarantors, (viii) internal expenses of the
Company and the Guarantors (including, without limitation, all salaries and
expenses of officers and employees of the Company and the Guarantors performing
legal or accounting duties), (ix) the expense of any annual audit, (x) the fees
and expenses incurred by the Company and the Guarantors in connection with the
listing of the securities to be registered on any securities exchange, and the
obtaining of a rating of these securities, in each case, if applicable, and (xi)
the expenses relating to printing, word processing and distributing all
Registration Statements, underwriting agreements, indentures and any other
documents necessary in order to comply with this Agreement.

                  7. Indemnification. The Company and each Guarantor, jointly
and severally, agree to indemnify and hold harmless the Initial Purchaser, its
officers and directors, each person, if any, who controls the Initial Purchaser
and each affiliate of the Initial Purchaser which assists such Initial Purchaser
in the distribution of the Securities, within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act, from and against any
and all losses, claims, damages and liabilities (including, without limitation,
the legal fees and other expenses incurred in connection with any suit, action
or proceeding or any claim asserted) caused by any untrue statement or alleged
untrue statement of a material fact contained in the Offering Memorandum (as
amended or supplemented if the Issuers shall have furnished any amendments or
supplements thereto), or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with any
Initial Purchaser's Information.

                  The Initial Purchaser agrees to indemnify and hold harmless
each of the Issuers, its directors, its officers and each person who controls
such Issuer within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act to the same extent as the foregoing indemnity
from the Issuers to the Initial Purchaser, but only with reference to such
losses, claims, damages or liabilities which are caused by any untrue statement
or omission or alleged untrue statement or omission made in reliance upon and in
conformity with any Initial Purchaser's Information.

                  If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any person in respect of which indemnity may be sought pursuant to either of the
two preceding paragraphs, such person (the "Indemnified Person") shall promptly
notify the person or persons against whom such indemnity may be sought (each an
"Indemnifying Person") in writing, and such Indemnifying Person, upon request of
the Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others entitled
to indemnification pursuant to this Section 7 that the Indemnifying Person may
designate in such proceeding and shall pay the fees and expenses of such counsel
related to such proceeding. In any such proceeding, any Indemnified Person shall
have the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Person unless (i) such
Indemnifying Person and the Indemnified Person shall have mutually agreed to the
contrary, (ii) such Indemnifying Person has failed within a reasonable time to
retain counsel reasonably satisfactory to such Indemnified Person or (iii) the
named parties in any such proceeding (including any impleaded parties) include
an Indemnifying Person and an Indemnified Person and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood that an Indemnifying Person
shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the fees and expenses of more than one separate firm
(in addition to any local counsel) for all Indemnified Persons, and that all
such fees and expenses shall be reimbursed as they are incurred. Any such
separate firm for the Initial Purchaser, each affiliate of any Initial Purchaser
which assists such Initial Purchaser in the distribution of the Securities and
such control persons of the Initial Purchaser shall be designated in writing by
J.P. Morgan Securities Ltd., and any such separate firm for the Issuers, their
respective directors, their respective officers and such control persons of any
of the Issuers shall be designated in writing by the Company. The Indemnifying
Person shall not be liable for any settlement of any proceeding effected without
its written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, such Indemnifying Person agrees to indemnify each
Indemnified Person from and against any loss or liability by reason of such
settlement or judgment. No Indemnifying Person shall, without the prior written
consent of the Indemnified Person, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Person is or could
have been a party and indemnity could have been sought hereunder by such
Indemnified Person, unless such settlement includes an unconditional release of
such Indemnified Person from all liability on claims that are the subject matter
of such proceeding.

                  If the indemnification provided for in the first and second
paragraphs of this Section 7 is unavailable to an Indemnified Person or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each Indemnifying Person under such paragraph, in lieu of
indemnifying such Indemnified Person thereunder, shall contribute to the amount
paid or payable by such Indemnified Person as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the Issuers on the one hand and the Initial
Purchaser on the other hand from the offering of the Securities or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Issuers on
the one hand and the Initial Purchaser on the other in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative benefits received by the Issuers on the one hand and the Initial
Purchaser on the other shall be deemed to be in the same respective proportions
as the net proceeds from the offering and sale of the Securities (before
deducting expenses) received by the Issuers and the total underwriting
commissions received by the Initial Purchaser, in each case as set forth in the
table on the cover of the Offering Memorandum. The relative fault of the Issuers
on the one hand and the Initial Purchaser on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Issuers, on the one hand, or by the
Initial Purchaser on the other hand and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

                  Each of the Issuers and the Initial Purchaser agrees that it
would not be just and equitable if contribution pursuant to this Section 7 were
determined by pro rata allocation or by any other method of allocation that does
not take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an Indemnified Person as a
result of the losses, claims, damages and liabilities referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses incurred by such
Indemnified Person in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 7, in no event shall
the Initial Purchaser be required to contribute any amount in excess of the
amount by which the total price at which the Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages that the Initial Purchaser has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(F) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

                  The remedies provided for in this Section 7 are not exclusive
and shall not limit any rights or remedies that may otherwise be available to
any indemnified party at law or in equity.

                  The indemnity and contribution agreements contained in this
Section 7 and the representations and warranties of the Company set forth in
this Agreement shall remain operative and in full force and effect regardless of
(i) any termination of this Agreement, (ii) any investigation made by or on
behalf of the Initial Purchaser or any person controlling the Initial Purchaser
or by or on behalf of the Issuers, their respective officers or directors or any
other person controlling any of the Issuers and (iii) acceptance of and payment
for any of the Securities.

                  8. Rules 144 and 144A. The Company covenants that it will use
its reasonable best efforts to file the reports required to be filed by it under
the Securities Act and the Exchange Act and the rules and regulations adopted by
the SEC thereunder in a timely manner in accordance with the requirements of the
Securities Act and the Exchange Act and, for so long as any Registrable Notes
remain outstanding, if at any time the Company is not required to file such
reports, it will, upon the request of any Holder or beneficial owner of
Registrable Notes, make available such information necessary to permit sales
pursuant to Rule 144A under the Securities Act. The Company further covenants
that, for so long as any Registrable Notes remain outstanding, it will use its
reasonable best efforts to take such further action as any Holder of Registrable
Notes may reasonably request, all to the extent required from time to time to
enable such holder to sell Registrable Notes without registration under the
Securities Act within the limitation of the exemptions provided by (a) Rule
144(k) and Rule 144A under the Securities Act, as such Rules may be amended from
time to time, or (b) any similar rule or regulation hereafter adopted by the
SEC. Notwithstanding the foregoing, nothing in this Section 8 shall be deemed to
require the Company to register any of its securities pursuant to the Exchange
Act.

                  9. Underwritten Registrations. If any of the Registrable Notes
covered by any Shelf Registration are to be sold in an underwritten offering,
the investment banker or investment bankers and manager or managers that will
manage the offering will be selected by the Holders of a majority in aggregate
principal amount of such Registrable Notes included in such offering and
reasonably acceptable to the Company.

                  No Holder of Registrable Notes may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Notes on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

                  10. Miscellaneous. (a) No Inconsistent Agreements. Neither the
Company nor any Guarantor has, as of the date hereof, and neither the Company
nor any Guarantor shall, after the date of this Agreement, enter into any
agreement with respect to any of its securities that is inconsistent with the
rights granted to the Holders of Registrable Notes in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Company's or any Guarantor's other
issued and outstanding securities under any such agreements. Neither the Company
nor any Guarantor will enter into any agreement with respect to any of its
securities which will grant to any Person piggy-back registration rights with
respect to any Registration Statement.

                  (b) Adjustments Affecting Registrable Notes. Neither the
Company nor any Guarantor shall, directly or indirectly, take any action with
respect to the Registrable Notes as a class that would adversely affect the
ability of the Holders of Registrable Notes to include such Registrable Notes in
a registration undertaken pursuant to this Agreement.

                  (c) Amendments and Waivers. The provisions of this Agreement
may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, otherwise than with the
prior written consent of (I) the Company and the Guarantors and (II)(A) the
Holders of not less than a majority in aggregate principal amount of the then
outstanding Registrable Notes and (B) in circumstances that would adversely
affect the Participating Broker-Dealers, the Participating Broker-Dealers
holding not less than a majority in aggregate principal amount of the Exchange
Notes held by all Participating Broker-Dealers; provided, however, that Section
7 and this Section 10(c) may not be amended, modified or supplemented without
the prior written consent of each Holder and each Participating Broker-Dealer
(including any person who was a Holder or Participating Broker-Dealer of
Registrable Notes or Exchange Notes, as the case may be, disposed of pursuant to
any Registration Statement) affected by any such amendment, modification or
supplement. Notwithstanding the foregoing, a waiver or consent to depart from
the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders of Registrable Notes whose securities are being sold pursuant
to a Registration Statement and that does not directly or indirectly affect,
impair, limit or compromise the rights of other Holders of Registrable Notes may
be given by Holders of at least a majority in aggregate principal amount of the
Registrable Notes being sold by such Holders pursuant to such Registration
Statement.

                  (d) Notices. All notices and other communications (including
without limitation any notices or other communications to the Trustee) provided
for or permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or facsimile:

                  (i) if to a Holder of Registrable Notes or any Participating
Broker-Dealer, at the most current address of such Holder or Participating
Broker-Dealer, as the case may be, set forth on the records of the registrar
under the Indenture.

                  (ii) if to the Company or any Guarantor at the address as
follows:

                           Canandaigua Brands, Inc.
                           300 Willowbrook Office Park
                           Fairport, New York  14450
                           Attention:     David Sorce
                                          VP/Corporate Counsel
                           Telephone:     (716) 218-2118
                           Facsimile:     (716) 218-2165

                           with a copy to:
                           McDermott, Will & Emery
                           227 West Monroe Street
                           Chicago, Illinois 60606-5096
                           Telephone:     (312) 984-7587
                           Facsimile:     (312) 984-7700

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; one Business
Day after being timely delivered to a next-day air courier; and when receipt is
acknowledged by the addressee, if sent by facsimile.

                  Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee at
the address and in the manner specified in such Indenture.

                  (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the parties
hereto, the Holders and the Participating Broker-Dealers; provided, however,
that this Agreement shall not inure to the benefit of or be binding upon a
successor or assign of a Holder unless and to the extent such successor or
assign holds Registrable Notes.

                  (f) Counterparts. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                  (g) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (h) Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO
AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

                  (i) Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties hereto that they would have executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.

                  (j) Securities Held by the Company or Its Affiliates. Whenever
the consent or approval of Holders of a specified percentage of Registrable
Notes is required hereunder, Registrable Notes held by the Company, the
Guarantors or any of their affiliates (as such term is defined in Rule 405 under
the Securities Act) shall not be counted in determining whether such consent or
approval was given by the Holders of such required percentage.

                  (k) Third Party Beneficiaries. Holders of Registrable Notes
and Participating Broker-Dealers are intended third party beneficiaries of this
Agreement and this Agreement may be enforced by such Persons.

                  (l) Entire Agreement. This Agreement, together with the
Purchase Agreement and the Indenture, is intended by the parties as a final and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein and any and all prior
oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Holders
on the one hand and the Company and the Guarantors on the other, or between or
among any agents, representatives, parents, subsidiaries, affiliates,
predecessors in interest or successors in interest with respect to the subject
matter hereof and thereof are merged herein and replaced hereby.

                  (m) Additional Amounts of Securities. The Securities are
limited in aggregate principal amount to (pound)150,000,000. Additional amounts
of Securities may be issued in one or more series from time to time under the
Indenture (collectively "Additional Notes") prior to the filing of any
Registration Statement. The Company and the Guarantors shall provide the
registration rights set forth under this Agreement to the Initial Purchaser and
any subsequent holder or holders of such Additional Notes and notwithstanding
anything contained herein may but are not obligated to include such Additional
Notes in any Registration Statement filed hereunder.



<PAGE>

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                             CANANDAIGUA BRANDS, INC.


                             By:  /s/ Thomas S. Summer
                                  ------------------------------------
                                  Name:  Thomas S. Summer
                                  Title: Senior Vice President and Chief
                                         Financial Officer


                             GUARANTORS


                             BATAVIA WINE CELLARS, INC.



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


                             BARTON INCORPORATED



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


                             BARTON BRANDS, LTD.



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


                             BARTON BEERS, LTD.



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


                             BARTON BRANDS OF CALIFORNIA, INC.



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


                             BARTON BRANDS OF GEORGIA, INC.



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


                             BARTON DISTILLERS IMPORT CORP.



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


                             BARTON FINANCIAL CORPORATION



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


                             STEVENS POINT BEVERAGE CO.



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


                             CANANDAIGUA LIMITED



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


                             MONARCH IMPORT COMPANY



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


                             CANANDAIGUA WINE COMPANY, INC.



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


                             THE VIKING DISTILLERY, INC.



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


                             CANANDAIGUA EUROPE LIMITED



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


                             ROBERTS TRADING CORP.



                             By:  /s/ Thomas S. Summer
                                  ------------------------------------
                                  Name:  Thomas S. Summer
                                  Title: President and Treasurer


                             POLYPHENOLICS, INC.



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


                             FRANCISCAN VINEYARDS, INC.



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


                             ALLBERRY, INC.



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


                             CLOUD PEAK CORPORATION



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


                             M.J. LEWIS CORP.



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


                             MT. VEEDER CORPORATION



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


                             SCV-EPI VINEYARDS, INC.



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


                             SIMI WINERY, INC.



                             By:  /s/ Thomas S. Summer
                                  ------------------------------------
                                  Name:  Thomas S. Summer
                                  Title: President and Treasurer


                             CANANDAIGUA B.V.



                             By:  /s/ Thomas S. Summer
                                  ------------------------------------
                                  Name:  Thomas S. Summer
                                  Title: Authorized Representative


                             BARTON CANADA, LTD.



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



                             INITIAL PURCHASER

                             J.P. MORGAN SECURITIES LTD.



                             By:  /s/ M.R. Poisson
                                  ------------------------------------
                                  Name:  M.R. Poisson
                                  Title: Managing Director