EXHIBIT 4.18
                                  ------------

                                                                  EXECUTION COPY


                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT
                                  dated as of
                                October 31, 2003
                                    Between
                          CONSTELLATION BRANDS, INC.,
                    The SUBSIDIARY GUARANTORS Party Hereto,
                            The LENDERS Party Hereto
                              JPMORGAN CHASE BANK,
                            as Administrative Agent
                                      and
                          J.P. MORGAN EUROPE LIMITED,
                                as London Agent
                          J.P. MORGAN SECURITIES INC.,
             as Sole and Exclusive Advisor, Arranger and Bookrunner

                               U.S.$1,286,700,000

<PAGE>

          SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated  as of  October 31,
2003  between  CONSTELLATION  BRANDS, INC.   (the  "Borrower"),  the  SUBSIDIARY
GUARANTORS party hereto, certain LENDERS party to the  Existing Credit Agreement
referred to  below, the  LENDERS referred to below  as "New Tranche B Term  Loan
Lenders",  JPMORGAN CHASE BANK, as Administrative Agent  and  J.P. MORGAN EUROPE
LIMITED, as London Agent.

                              W I T N E S S E T H:

          The  Borrower,  certain subsidiaries of the Borrower, certain lenders,
JPMorgan Chase Bank, as administrative agent, and J.P. Morgan Europe Limited, as
London agent, are party to the Amended and Restated Credit Agreement dated as of
March  19,  2003 (as in effect immediately before giving effect to the amendment
and  restatement   contemplated  hereby,   the  "Existing   Credit  Agreement").
Capitalized  terms used but not otherwise defined herein have the meanings given
them in the Existing Credit Agreement.

     The  parties hereto wish to amend and restate the Existing Credit Agreement
(as  so  amended  and  restated,  the  "Credit  Agreement")  to  provide  for  a
refinancing of the Tranche B Term Loans with the proceeds of new loans (the "New
Tranche  B  Term  Loans")  to be made by a group of lenders ("New Tranche B Term
Loan  Lenders") under the Credit Agreement having the same terms as the terms of
the  Tranche  B  Term Loans as in effect immediately before the effectiveness of
this Agreement (other than as to Applicable Rate).

Accordingly,  the parties hereto hereby agree that the Existing Credit Agreement
shall,  with  effect  as of the Tranche B Refinancing Effective Date (as defined
below),  but  subject  to  the execution and delivery of this Second Amended and
Restated  Credit Agreement (in the case of the Revolving Lenders and the Tranche
A  Term  Loan  Lenders)  or the Lender Addenda (in the case of the New Tranche B
Term  Loan Lenders as defined below), as applicable, by the Required Lenders, be
amended and restated to read in its entirety as set forth in the Existing Credit
Agreement, which is hereby incorporated herein by reference, with the amendments
set forth in Section 1 below:

     Section 1. AMENDMENTS.   Subject to  Section 3  hereof, the Existing Credit
Agreement is hereby amended as follows:

     A. GENERAL. Direct and indirect references in the Existing Credit Agreement
to  the Existing Credit Agreement shall be deemed to be references to the Credit
Agreement (as defined above).

     B. DEFINITIONS. Section 1.01 of the Existing Credit Agreement is amended by
adding  the  following  new  defined  terms  in  their  appropriate alphabetical
locations:

          "CONTINUING TRANCHE B TERM LOAN LENDER"  means a  New Tranche  B  Term
     Loan Lender that was also a Tranche B Term Loan Lender before the Tranche B
     Refinancing Effective Date.

<PAGE>
                                      - 2 -

          "NEW LENDER ADDENDUM"  means a  New Lender Addendum, substantially  in
     the  form  of  Exhibit L, to be executed and delivered by any New Tranche B
     Term  Loan  Lender  and  accepted  and  agreed  by  the  Borrower  and  the
     Administrative Agent on or before the Tranche B Refinancing Effective Date.

          "NEW TRANCHE B TERM LOAN"  means  a  Loan  made  pursuant  to the last
     sentence of Section 2.01(d), which may be an ABR Loan and/or a Eurocurrency
     Loan.

          "NEW TRANCHE B TERM LOAN LENDER"  means a  Person identified as a  New
     Tranche B Term Loan Lender in a  New Lender Addendum (each of whom shall be
     deemed a Tranche B Term Loan Lender upon and  after  the  making of the New
     Tranche B Term Loans).

          "SECOND  AMENDED  AND  RESTATED CREDIT  AGREEMENT"  means  the  Second
     Amended and Restated Credit Agreement dated as of October 31, 2003 amending
     and restating this Agreement.

          "TRANCHE B TERM LOAN  REFINANCING  COMMITMENT"  means,  for  each  New
     Tranche  B Term Loan Lender, the amount set forth opposite the name of such
     New Tranche B Term Loan Lender on its New Lender Addendum under the caption
     "Tranche B Term Loan Refinancing Commitment".

          "TRANCHE B REFINANCING EFFECTIVE DATE"  means (a) if the New Tranche B
     Term  Loans  are  initially  made  as  ABR  Borrowings (as specified in the
     Borrowing  Request given by the Borrower pursuant to Section 3(a)(v) of the
     Second Amended and Restated Credit Agreement), the first Business Day after
     the  Administrative Agent shall have received such Borrowing Request or (b)
     otherwise, the third Business Day after the Administrative Agent shall have
     received  such  Borrowing  Request, in each of the cases referred to in the
     preceding  clauses  (a)  and  (b)  regardless of whether the Administrative
     Agent shall have received such Borrowing Request before the satisfaction of
     the  conditions  to  effectiveness  set  forth  in  Section 3 of the Second
     Amended and Restated Credit Agreement.

     C. APPLICABLE RATE FOR NEW TRANCHE B TERM LOANS. Clauses (x) and (y) of the
definition of "Applicable Rate" in Section 1.01 of the Credit Agreement shall be
amended to read as follows:

     "(x) before the Tranche B Refinancing Effective Date, (i) 1.75% in the case
     of  any  Tranche B Term Loan ABR Borrowing, and 2.75% per annum in the case
     of  any Tranche B Term Loan Eurocurrency Borrowing, in each case applicable
     when  the  Debt  Ratio  as of the most recent determination date is greater
     than  3.50  to 1, and (ii) 1.50% in the case of any Tranche B Term Loan ABR
     Borrowing,  and  2.50%  per  annum  in  the case of any Tranche B Term Loan
     Eurocurrency  Borrowing,  in each case applicable when the Debt Ratio as of
     the  most recent determination date is less than or equal to 3.50 to 1, (y)
     on  and  after  the  Tranche B Refinancing Effective Date, (i) 1.00% in the
     case  of any ABR Borrowing of New Tranche B Term Loans, and 2.00% per annum
     in the case of any Eurocurrency Borrowing of New

<PAGE>
                                      - 3 -

     Tranche B Term Loans,  in  each case applicable  when the Debt Ratio  as of
     the  most  recent determination date is greater than or equal to 3.00 to 1,
     and  (ii)  0.75%  in  the  case  of any ABR Borrowing of New Tranche B Term
     Loans, and 1.75% per annum in the case of any Eurocurrency Borrowing of New
     Tranche B Term Loans, in each case applicable when the Debt Ratio as of the
     most recent determination date is less than 3.00 to 1, and"

     D.  NEW TRANCHE B TERM LOANS. Section 2.01(d) shall be amended by adding at
the end thereof:

     "In addition, on the Tranche B Refinancing Effective Date:

          (i) subject to the conditions set forth in paragraph (v) below in this
     Section  2.01(d),  each New Tranche B Term Loan Lender shall make a loan to
     the  Borrower  in U.S. Dollars in a principal amount equal to its Tranche B
     Term Loan Refinancing Commitment;

          (ii)  (x)  the proceeds of the New Tranche B Term Loans and the amount
     received  by the Administrative Agent pursuant to clause (y)(1) below shall
     be  directly  applied by the Administrative Agent to the prepayment in full
     of  the  principal  amount of the Tranche B Term Loans then outstanding and
     (y)  the  Borrower shall pay to the Administrative Agent for the account of
     the  Tranche  B  Term Loan Lenders (1) the excess, if any, of the principal
     amount  of  the  Tranche B Term Loans then outstanding over the proceeds of
     the  New  Tranche B Term Loans to be applied by the Administrative Agent as
     provided  in  the  immediately preceding clause (x) such that the principal
     amount  of  the  Tranche  B Term Loans then outstanding shall be prepaid in
     full  plus (2) all accrued and unpaid interest on the Tranche B Term Loans,
     all  amounts  (if any) required by Section 2.15 to be paid to the Tranche B
     Term  Loan  Lenders  as  a  result of such prepayment and all other amounts
     owing by it to the Tranche B Term Loan Lenders under the Loan Documents;

          (iii)  each  Continuing Tranche B Term Loan Lender shall, with respect
     to  an amount equal to the aggregate principal amount of its Tranche B Term
     Loans  then  outstanding, make its New Tranche B Term Loans under paragraph
     (i)  above  and receive prepayment under clause (x) of paragraph (ii) above
     by  continuing  its  Tranche  B  Term  Loans  rather than by disbursing and
     receiving new funds, and, as applicable, (a) such Continuing Tranche B Term
     Loan  Lender  shall  only  be  required  to  disburse  new funds under said
     paragraph  (i)  in an amount equal to the excess of its Tranche B Term Loan
     Refinancing  Commitment  over the aggregate outstanding principal amount of
     its  Tranche  B Term Loan or (b) such Continuing Tranche B Term Loan Lender
     shall  only  be entitled to receive a repayment of its Tranche B Term Loans
     under  said  clause  (x)  in an amount equal to the excess of the aggregate
     outstanding principal amount of its Tranche B Term Loans over its Tranche B
     Term Loan Refinancing Commitment;

          (iv)  subject  to  the  satisfaction  of the requirements set forth in
     paragraphs  (i) and (ii) above, and for all purposes of the Loan Documents,
     (x)  the  New  Tranche  B  Term  Loans shall be treated as and deemed to be
     Tranche B Term Loans, (y) the New Tranche B Term

<PAGE>
                                      - 4 -

     Loan  Lenders  shall  be  treated  as  and deemed to be Tranche B Term Loan
     Lenders  and (z) the Tranche B Term Loan Lenders that are not New Tranche B
     Term Loan Lenders shall cease to be Tranche B Term Loan Lenders;

          (v)  the  obligation  of each New Tranche B Term Loan Lender to make a
     New  Tranche  B  Term  Loan is subject to the satisfaction of the following
     conditions:

               (a)  the representations and warranties of the Borrower set forth
          in  this  Agreement,  and  of  each  Obligor in each of the other Loan
          Documents to which it is a party (but as to such other Loan Documents,
          in  all material respects), shall be true and correct on and as of the
          Tranche  B  Refinancing Effective Date (or, if any such representation
          or  warranty  is  expressly  stated to have been made as of a specific
          date, as of such specific date);

               (b)  at  the  time of and immediately after giving effect to such
          New  Tranche  B  Term  Loan,  no  Default  shall  have occurred and be
          continuing; and

               (c)  the Borrower shall have remitted to the Administrative Agent
          sufficient  funds for the satisfaction of its obligations under clause
          (y) of paragraph (ii) above; and

          (vi)  the  Borrower  shall be deemed to have made a representation and
     warranty as to the matters specified in the preceding clause (v)."

     E.  AMORTIZATION OF NEW TRANCHE B TERM LOANS.  Section 2.09(a)(iv) shall be
amended in its entirety to read as follows:

          "(iv) to the Administrative Agent  for  account of  the  New Tranche B
     Term  Loan  Lenders  the  outstanding principal amount of the New Tranche B
     Term  Loans on each Principal Payment Date set forth below in the aggregate
     principal amount set forth opposite such Principal Payment Date (subject to
     adjustment  pursuant  to  the  first  sentence  of  paragraph  (b)  of this
     Section):

          Principal Payment Date               Amount (U.S.$)
          ----------------------               --------------

             May 31, 2005                       13,605,442.18
             August 31, 2005                    13,605,442.18
             November 30, 2005                  13,605,442.18
             February 28, 2006                  13,605,442.18

<PAGE>
                                      - 5 -

             May 31, 2006                       13,605,442.18
             August 31, 2006                    13,605,442.18
             November 30, 2006                  13,605,442.18
             February 28, 2007                  13,605,442.18
             May 31, 2007                       29,761,904.76
             August 31, 2007                    29,761,904.76
             November 30, 2007                  29,761,904.76
             February 29, 2008                  29,761,904.76
             May 31, 2008                       90,680,272.10
             August 31, 2008                    90,680,272.10
             November 30, 2008                  90,748,299.32"

     F.  NEW LENDER ADDENDUM.  A new  Exhibit L is  added to the Existing Credit
Agreement reading as set forth in Exhibit L hereto.

     Section 2.  REPRESENTATIONS AND WARRANTIES.  The  Borrower  represents  and
warrants  to  the   Lenders   and   the  Administrative  Agent  that   (i)   the
representations  and  warranties  set forth in the Credit Agreement, and of each
Obligor in each of the other Loan Documents to which it is party (but as to such
other  Loan Documents, in all material respects), are true and correct on and as
of  the  date  hereof  as  if made on and as of the date hereof (or, if any such
representation  or  warranty  is  expressly  stated  to  have  been made as of a
specific  date,  such representation or warranty shall be true and correct as of
such  specific  date)  and  as  if  each reference to the "Credit Agreement", or
similar  words of import, included reference to this Second Amended and Restated
Credit  Agreement and (ii) at the time of and immediately after giving effect to
this  Second  Amended and Restated Credit Agreement, no Default has occurred and
is continuing.

     Section 3.  CONDITIONS PRECEDENT.  The  amendments  to the  Existing Credit
Agreement  contemplated  by  Section 1 hereof shall become effective on the date
(the  "Effective  Date")  on  which  each  of  the following conditions has been
satisfied:

          (a)  DOCUMENTS.  The Administrative Agent shall  have received each of
     the  following  documents,  each  of  which  shall  be  satisfactory to the
     Administrative Agent in form and substance:

               (i)  EXECUTED COUNTERPARTS.  From the Obligors and  the  Required
          Lenders  either  (i)  counterparts  of  this Agreement signed on their
          behalf  or  (ii)  written  evidence satisfactory to the Administrative
          Agent  (which  may include telecopy transmission of a signed signature
          page  to  this  Agreement)  that they have signed counterparts of this
          Agreement  or have otherwise agreed to the terms and conditions hereof
          and to be bound hereby.

               (ii)  EXECUTED NEW LENDER ADDENDA.  From  the  New Tranche B Term
          Loan  Lenders, New Lender Addenda signed on their behalf representing,
          in  the  aggregate,  Tranche  B  Term  Loan Refinancing Commitments of
          $500,000,000.

               (iii)  OPINION OF COUNSEL TO THE OBLIGORS.  A  favorable  written
          opinion  (addressed  to  the  Administrative Agent and the Lenders and
          dated  the  Effective Date) of Nixon Peabody LLP, U.S. counsel for the
          Obligors (and each such Obligor

<PAGE>
                                      - 6 -

          hereby  instructs  such counsel to deliver such opinion to the Lenders
          and the Administrative Agent).

               (iv)  CORPORATE DOCUMENTS. Such documents and certificates as the
          Administrative Agent or its counsel may reasonably request relating to
          the  borrowings  in  respect of the Tranche B Term Loans and any other
          legal matters relating to the Obligors.

               (v)  NOTICES.  A  duly completed  notice of  prepayment  for  the
          Tranche  B  Term  Loans and a duly completed Borrowing Request for the
          New Tranche B Term Loans.

               (vi)  OTHER DOCUMENTS. Such other documents as the Administrative
          Agent  or any Lender or special New York counsel to JPMorgan Chase may
          reasonably request.

          (b)  PAYMENT OF FEES AND EXPENSES.  The payment by the Borrower to the
     Administrative Agent for the account of J.P. Morgan Securities Inc. of such
     fees and expenses (including the reasonable fees and expenses of counsel to
     the  extent  that statements for such fees and expenses have been delivered
     to  the  Borrower)  as  have been agreed to be paid in connection with this
     Second Amended and Restated Credit Agreement.

     Section 4. RATIFICATION.  The Obligors hereby confirm their obligations and
the  Liens granted by them under the respective Loan Documents to which they are
parties  and  hereby  represent,  warrant  and  confirm  that,  subject  to  the
effectiveness  of  the  amendment  and  restatement  contemplated  hereby of the
Existing Credit Agreement, all references in such Loan Documents to the Existing
Credit  Agreement  fully  and  effectively  mean  the  Credit  Agreement without
impairing any such obligations or Liens in any respect.

     Section 5.  MISCELLANEOUS.  Except as herein provided, the  Existing Credit
Agreement  shall  remain  unchanged  and  in  full force and effect. This Second
Amended  and  Restated  Credit  Agreement  may  be  executed  in  any  number of
counterparts,  all  of  which  taken  together shall constitute one and the same
amendatory  instrument  and  any  of  the parties hereto may execute this Second
Amended  and  Restated  Credit  Agreement  by  signing  any such counterpart and
sending  the same by telecopier, mail messenger or courier to the Administrative
Agent  or  counsel to the Administrative Agent. This Second Amended and Restated
Credit Agreement shall be governed by, and construed in accordance with, the law
of the State of New York.

<PAGE>
                                      - 7 -

     IN WITNESS WHEREOF,  the  parties hereto have  caused this  Agreement to be
duly  executed  by  their  respective authorized officers as of the day and year
first above written.

                                       CONSTELLATION BRANDS, INC.


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

<PAGE>
                                      - 8 -

                                       SUBSIDIARY GUARANTORS
                                       ---------------------

                                       ALLBERRY, INC.
                                       CLOUD PEAK CORPORATION
                                       FRANCISCAN VINEYARDS, INC.
                                       MT. VEEDER CORPORATION


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


                                       ROBERTS TRADING CORP.


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


                                       CONSTELLATION INTERNATIONAL HOLDINGS
                                         LIMITED
                                       CANANDAIGUA WINE COMPANY, INC.


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

<PAGE>
                                      - 9 -

                                       BARTON INCORPORATED
                                       BARTON BRANDS, LTD.
                                       BARTON BEERS, LTD.
                                       BARTON BEERS OF WISCONSIN, LTD.
                                       BARTON BRANDS OF CALIFORNIA, INC.
                                       BARTON BRANDS OF GEORGIA, INC.
                                       BARTON CANADA, LTD.
                                       BARTON DISTILLERS IMPORT CORP.
                                       MONARCH IMPORT COMPANY
                                       BARTON FINANCIAL CORPORATION


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


                                       CANANDAIGUA LIMITED

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


                                       CBI AUSTRALIA HOLDINGS PTY LIMITED


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


                                       CONSTELLATION AUSTRALIA PTY LIMITED


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

<PAGE>
                                     - 10 -

                                       JPMORGAN CHASE BANK, as Swingline Lender,
                                         Issuing Lender and Administrative Agent


                                       By /s/ Laura T. Cumming
                                         ---------------------------------------
                                         Name:  Laura T. Cumming
                                         Title: Vice President


                                       J.P. MORGAN EUROPE LIMITED,
                                         as London Agent


                                       By /s/ Bruce Borden
                                         ---------------------------------------
                                         Name:  Bruce Borden
                                         Title: Vice President

<PAGE>
                                     - 11 -

                                       AMERICAN AGCREDIT, PCA


                                       By /s/ James Coppel
                                         ---------------------------------------
                                         Name:  James Coppel
                                         Title: Vice President

<PAGE>
                                     - 12 -

                                       BANK ONE, NA (Chicago)


                                       By /s/ Joseph Pinzone
                                         ---------------------------------------
                                         Name:  Joseph Pinzone
                                         Title: Director

<PAGE>
                                     - 13 -

                                       BANK OF AMERICA, N.A.


                                       By /s/ William F. Sweeney
                                         ---------------------------------------
                                         Name:  William F. Sweeney
                                         Title: Managing Director

<PAGE>
                                     - 14 -

                                       HARRIS TRUST & SAVINGS BANK


                                       By /s/ Edwin A. Adams Jr.
                                         ---------------------------------------
                                         Name:  Edwin A. Adams Jr.
                                         Title: Vice President

<PAGE>
                                     - 15 -

                                       BANK OF NEW YORK


                                       By /s/ David Csatari
                                         ---------------------------------------
                                         Name:  David Csatari
                                         Title: Vice President

<PAGE>
                                     - 16 -

                                       THE BANK OF NOVA SCOTIA


                                       By /s/ Todd S. Meller
                                         ---------------------------------------
                                         Name:  Todd S. Meller
                                         Title: Managing Director

<PAGE>
                                     - 17 -

                                       BARCLAYS BANK PLC


                                       By /s/ Nicholas A. Bell
                                         ---------------------------------------
                                         Name:  Nicholas A. Bell
                                         Title: Director
                                                Loan Transaction Management

<PAGE>
                                     - 18 -

                                       CITICORP NORTH AMERICA, INC.


                                       By /s/ Robert J. Kane
                                         ---------------------------------------
                                         Name:  Robert J. Kane
                                         Title: Director

<PAGE>
                                     - 19 -

                                       COBANK, ACB


                                       By /s/ Brian J. Klatt
                                         ---------------------------------------
                                         Name:  Brian J. Klatt
                                         Title: Senior Vice President

<PAGE>
                                     - 20 -

                                       COMMERZBANK, AG
                                       NEW YORK AND GRAND CAYMAN BRANCHES


                                       By /s/ Douglas I. Glickman
                                         ---------------------------------------
                                         Name:  Douglas I. Glickman
                                         Title: Vice President

                                       By /s/ Isabel S. Zeissig
                                         ---------------------------------------
                                         Name:  Isabel S. Zeissig
                                         Title: Assistant Vice President

<PAGE>
                                     - 21 -

                                       COMMONWEALTH BANK OF AUSTRALIA


                                       By /s/ Roger Knott
                                         ---------------------------------------
                                         Name:  Roger Knott
                                         Title: Head of Risk Management,
                                                Americas

<PAGE>
                                     - 22 -

                                       CREDIT INDUSTRIEL ET COMMERCIAL


                                       By /s/ Anthony Rock        Brian O'Leary
                                         ---------------------------------------
                                         Name:  Anthony Rock      Brian O'Leary
                                         Title: Vice President    Vice President

<PAGE>
                                     - 23 -

                                       ERSTE BANK


                                       By /s/ Paul Judicke        Bryan J. Lynch
                                         ---------------------------------------
                                         Name:  Paul Judicke      Bryan J. Lynch
                                         Title: Vice President    First Vice
                                                                  President
                                         Erste Bank New York Branch

<PAGE>
                                     - 24 -

                                       FARM CREDIT SERVICES OF MID AMERICA, PCA


                                       By /s/ Steven R. Kluemper
                                         ---------------------------------------
                                         Name:  Steven R. Kluemper
                                         Title: Agribusiness Account Executive

<PAGE>
                                     - 25 -

                                       FLEET NATIONAL BANK


                                       By /s/ John M. Pitton
                                         ---------------------------------------
                                         Name:  John M. Pitton
                                         Title: Senior Vice President

<PAGE>
                                     - 26 -

                                       HSBC BANK USA


                                       By /s/ John Carroll
                                         ---------------------------------------
                                         Name:  John Carroll
                                         Title: Vice President

<PAGE>
                                     - 28 -

                                       KEYBANK NATIONAL ASSOCIATION


                                       By /s/ David J. Wechter
                                         ---------------------------------------
                                         Name:  David J. Wechter
                                         Title: Vice President

<PAGE>
                                     - 29 -

                                       MANUFACTURERS AND TRADERS TRUST COMPANY


                                       By /s/ Philip M. Smith
                                         ---------------------------------------
                                         Name:  Philip M. Smith
                                         Title: Administrative Vice President

<PAGE>
                                     - 30 -

                                       NORINCHUKIN BANK


                                       By /s/ Fumiaki Ono
                                         ---------------------------------------
                                         Name:  Fumiaki Ono
                                         Title: General Manager

<PAGE>
                                     - 31 -

                                       COOPERATIVE CENTRALE
                                       Raiffeisen-Boerenleenbank B.A.
                                       "Rabobank International", New York Branch


                                       By /s/ Kimberly English
                                         ---------------------------------------
                                         Name:  Kimberly English
                                         Title: Vice President

                                       By /s/ Ian Reece
                                         ---------------------------------------
                                         Name:  Ian Reece
                                         Title: Managing Director

<PAGE>
                                     - 32 -

                                       SUNTRUST BANK


                                       By /s/ Gregory L. Cannon
                                         ---------------------------------------
                                         Name:  Gregory L. Cannon
                                         Title: Director

<PAGE>
                                     - 33 -

                                       U.S. BANK NATIONAL ASSOCIATION


                                       By /s/ John W. Ball
                                         ---------------------------------------
                                         Name:  John W. Ball
                                         Title: VP

<PAGE>
                                     - 34 -

                                       UBS AG, Stamford Branch


                                       By /s/ Wilfred V. Saint
                                         ---------------------------------------
                                         Name:  Wilfred V. Saint
                                         Title: Associate Director
                                                Banking Products Services, US

                                       By /s/ Anthony N. Joseph
                                         ---------------------------------------
                                         Name:  Anthony N. Joseph
                                         Title: Associate Director
                                                Banking Products Services, US

<PAGE>
                                     - 36 -

                                       WELLS FARGO BANK


                                       By /s/ Michelle Saenz
                                         ---------------------------------------
                                         Name:  Michelle Saenz
                                         Title: VP

<PAGE>

                                                                       EXHIBIT L

                          [Form of New Lender Addendum]

                              NEW LENDER ADDENDUM

          Reference  is made to the Second Amended and Restated Credit Agreement
dated as of October 31, 2003  (as in  effect on  the date  hereof,  the  "Credit
Agreement") between Constellation Brands, Inc.  (the "Borrower"), the Subsidiary
Guarantors party thereto, the lenders party thereto (the "Lenders") and JPMorgan
Chase  Bank  as  Administrative  Agent and J.P. Morgan Europe Limited, as London
Agent.  Capitalized  terms  used  and  not  defined  herein  have the respective
meanings assigned thereto in the Credit Agreement.

          Upon execution and delivery of this New Lender Addendum by the parties
hereto,  the  undersigned,  (x) if and to the extent it is a Tranche B Term Loan
Lender  under  the  existing  Tranche B Term Loans (the "Existing Tranche B Term
Loans"),  agrees  to continue as a New Tranche B Term Loan Lender thereunder and
hereby  agrees  to  the  terms  and conditions of the Credit Agreement and to be
bound  thereby  and  (y)  if  and  to the extent it is not a Tranche B Term Loan
Lender under the Existing Tranche B Term Loans, agrees to become a New Tranche B
Term  Loan  Lender under the Credit Agreement, in the case of either (x) or (y),
having  the  Tranche  B  Term Loan Refinancing Commitment set forth opposite its
signature below, effective as of the Tranche B Refinancing Effective Date.

          This  New  Lender  Addendum  shall be construed in accordance with and
governed  by  the law of the State of New York.  This New Lender Addendum may be
executed  by  one  or  more  of  the  parties  hereto  on any number of separate
counterparts,  and  all  of  said counterparts taken together shall be deemed to
constitute  one and the same instrument.  Delivery of an executed signature page
hereof  by  facsimile  transmission shall be effective as delivery of a manually
executed counterpart hereof.

          IN WITNESS WHEREOF, the parties hereto  have caused  this  New  Lender
Addendum  to  be duly executed and delivered by their proper and duly authorized
officers as of this     day of                , 2003.
                    ---        ---------------

Tranche B Term Loan                    [NAME OF LENDER]
Refinancing Commitment:

                                       By
                                         ---------------------------------------
                                         Name:
                                         Title:


Accepted and agreed:

CONSTELLATION BRANDS, INC.


By:
   -----------------------------
Name:
Title:

                              New Lender Addendum
                              -------------------

<PAGE>

JPMORGAN CHASE BANK,
as Administrative Agent


By:
    ----------------------------
Name:
Title:

                                Lender Addendum
                                ---------------
<PAGE>

     The  preceding  form  of  Lender  Addendum  had  been entered into with the
Lenders listed below on or prior to October 31, 2003, the date of funding of the
Tranche B term loan under the Credit Agreement. The Lender Addendum with respect
to  each  Lender  contains the Tranche B term loan commitment set forth opposite
such Lender's name below. Subsequent to October 31, 2003, certain of the Lenders
listed  below have assigned all or a portion of their Tranche B term loans under
the  Credit  Agreement  pursuant  to  the  terms  of  the Credit Agreement. Such
assignments  may  also  occur  in  the  future.

<TABLE>
<CAPTION>

Lender                                                        Amount
------                                                   ---------------
<S>                                                      <C>

American Agcredit, PCA                                     $1,250,000.00
APEX (IDM) CDO I, LTD                                      $2,731,328.65
Babson CLO Ltd. 2003-I                                     $1,666,666.67
Bangkok Bank PCL                                           $3,125,000.00
Bank of Montreal                                           $1,250,000.00
The Bank of Nova Scotia                                    $2,083,333.33
Bank One, NA                                               $2,500,000.00
Big Sky Senior Loan Fund, Ltd                              $1,406,250.00
Bill & Melinda Gates Foundation                              $833,333.33
CoBank, ACB                                               $28,125,000.00
Columbia Floating Rate Advantage Fund - fka Liberty          $916,666.66
Columbia Floating Rate Limited Liability Company           $1,416,666.67
Commerzbank AG, New York and Grand Cayman Branches         $6,250,000.00
Cooperative Centrale Raiffeisen-Boerenleenbank B.A.
  "Rabobank International", New York Branch                $3,125,000.00
Credit Industriel et Commercial                            $5,000,000.00
Denali Capital CLO II, Ltd                                 $1,875,000.00
Denali Capital CLO III, Ltd                                $1,875,000.00
Eaton Vance Limited Duration Income Fund                   $1,093,750.00
Eaton Vance VT Floating-Rate Income Fund                     $843,750.00
ELC (Cayman) Ltd.                                          $1,250,000.00
ELC (Cayman) Ltd. 1999-III                                 $1,458,333.33
ELC (Cayman) Ltd. 2000-I                                   $1,458,333.33
ELC (Cayman) Ltd. CDO Series 1999-I                        $1,458,333.33
Erste Bank                                                   $625,000.00
Farm Credit Services of Mid America, PCA                   $1,562,500.00
Fleet National Bank                                        $3,333,333.33
Galaxy CLO 1999-1, Ltd.                                    $2,660,000.00
Galaxy CLO 2003-1, Ltd.                                    $2,120,000.00
General Electric Capital Corporation                      $25,000,000.00
Grayson & Co.                                              $2,685,338.02
Hamilton CDO Ltd.                                          $2,500,000.00
Hamilton Floating Rate Funding, LLC                        $3,125,000.00
Harbour Town Funding LLC                                   $1,250,000.00
JPMorgan Chase Bank                                      $266,697,916.69
Jupiter Loan Funding LLC                                   $1,875,000.00
KZH Crescent-2 LLC                                         $1,250,000.00
KZH Crescent-3 LLC                                           $625,000.00
KZH Cypress Tree-1 LLC                                     $3,750,000.00
KZH ING-2 LLC                                              $3,750,000.00
KZH Riverside LLC                                          $1,271,250.00
KZH Soleil LLC                                             $1,316,250.00
KZH Soleil-2 LLC                                           $2,632,500.00
KZH Sterling LLC                                           $2,187,500.00
KZH Waterside LLC                                          $2,500,000.00
Maplewood (Cayman) Limited                                 $4,285,714.29
Massachusetts Mutual Life Insurance Company                $2,930,873.73
Metropolitan Life Insurance Company                       $15,625,000.00
MONY Life Insurance Company                                $9,375,000.00
Morgan Stanley Prime Income Trust                          $2,500,000.00
Muirfield Trading LLC                                        $937,500.00
Olympic Funding Trust, Series 1999-1                       $1,875,000.00
Pinehurst Trading LLC                                      $1,875,000.00
Riviera Funding, LLC                                       $3,125,000.00
Sawgrass Trading LLC                                       $2,500,000.00
Simsbury CLO, Limited                                      $1,250,000.00
SRF 2000, Inc.                                             $2,120,332.17
SRF Trading, Inc.                                          $1,770,833.33
Stanfield Arbitrage CDO, Ltd.                              $3,125,000.00
Stanfield Carrera CLO, Ltd.                                $1,250,000.00
Stanfield CLO, Ltd.                                        $3,125,000.00
Stanfield Quattro CLO, Ltd.                                $1,562,500.00
Stanfield\RMF Transatlantic CDO,Ltd                        $1,875,000.00
Stanwich Loan Funding LLC                                  $1,250,000.00
Suffield CLO, Limited                                      $2,500,000.00
The Sumitomo Trust & Banking Co., Ltd.                     $3,125,000.00
SunAmerica Life Insurance Company                          $2,985,996.48
SunTrust Bank                                              $2,083,333.33
Tolli & Co.                                                  $406,250.00
Tryon CLO Ltd. 2000-I                                      $1,458,333.33
Wachovia Bank, N.A.                                        $6,250,000.00
Wells Fargo Bank                                           $6,250,000.00
Windsor Loan Funding, Limited                              $3,125,000.00
Winged Foot Funding Trust                                  $3,750,000.00
                                                         ---------------
TOTAL                                                    $500,000,000.00
                                                         ===============

</TABLE>