ex4-1.htm


    Exhibit
      4.1


    
      AMENDMENT
        NO. 2

      


      AMENDMENT
        NO. 2 (this “Amendment”) dated as of November 19, 2007 among
        CONSTELLATION BRANDS, INC., the “Subsidiary Guarantors” referred to on the
        signature pages hereto and JPMORGAN CHASE BANK, N.A., in its capacity as
        Administrative Agent pursuant to authority granted by the Required Lenders
        pursuant to Section 10.02 of the Credit Agreement referred to
        below.

      


      Constellation
        Brands, Inc., the
“Subsidiary Guarantors” party thereto, the Lenders party thereto, and JPMorgan
        Chase Bank, N.A., as Administrative Agent, are parties to a Credit Agreement
        dated as of June 5, 2006 and amended on February 23, 2007 (as modified and
        supplemented and in effect from time to time, the “Credit
        Agreement”).

      


      The
        Borrower, the Subsidiary Guarantors
        and the Administrative Agent, pursuant to authority granted by, and having
        obtained the consent of, Lenders party to the Credit Agreement constituting
        the
        Required Lenders, now wish to clarify certain provisions in the Credit
        Agreement, and accordingly, the parties hereto hereby agree to amend the
        Credit
        Agreement as follows:

      


      Section
        1.  Definitions.  Except as otherwise defined in this
        Amendment, terms defined in the Credit Agreement are used herein as defined
        therein.

      


      Section
        2.  Amendments.  Subject to the satisfaction of the
        conditions precedent specified in Section 4 below, but effective as of the
        date hereof, the Credit Agreement shall be amended as follows:

      


      2.01.  References
        Generally.  References in the Credit Agreement (including
        references to the Credit Agreement as amended hereby) to “this Agreement” (and
        indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall
        be deemed to be references to the Credit Agreement as amended
        hereby.

      


      2.02.  Definitions.  Section 1.01
        of the Credit Agreement shall be amended by amending the following definition
        to
        read in its entirety as follows:

      


      “Net
        Available Proceeds” means:

       

      (i)  in
        the case of any Disposition, the amount of Net Cash Payments received in
        connection with such Disposition;

       

      (ii)  in
        the case of any Casualty Event, the aggregate amount of proceeds of insurance,
        condemnation awards and other compensation received by the Borrower and its
        Subsidiaries in respect of such Casualty Event net of (A) expenses incurred
        by the Borrower and its Subsidiaries in connection therewith and
        (B) contractually required repayments of Indebtedness (other than


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Indebtedness
        to the Lenders hereunder) to the extent secured by a Lien on such Property
        and
        any income and transfer taxes payable by the Borrower or any of its Subsidiaries
        in respect of such Casualty Event; and

       

      (iii)  in
        the case of any Debt Incurrence, the aggregate amount of all cash received
        by
        the Borrower and its Subsidiaries in respect thereof (net of expenses incurred
        by the Borrower and its Subsidiaries in connection therewith) but excluding
        (i)
        in the case of any Senior Debt Incurrence or Subordinated Debt Incurrence,
        the
        first $700,000,000 of aggregate cash received by the Borrower therefrom at
        any
        time after the Effective Date and prior to June 1, 2007 and (ii) (without
        duplication) any Senior Debt Incurrence effected pursuant to Section 7.01(c)(ii)
        and not in reliance on the proviso of clause (A) thereof.

       

      2.03.  Indebtedness.   Section 7.01(c)(ii)(A)
        of the Credit Agreement is hereby amended to read in its entirety as
        follows:

      


      “(A)
        the aggregate principal amount of
        such Senior Unsecured Indebtedness shall not exceed U.S. $750,000,000 and,
        after
        giving effect to the incurrence thereof, the Borrower shall be in
proforma compliance with the ratio set forth
        in  Section 7.10(a) (the determination of such ratio to be
        calculated as of the last day of the most recently-ended fiscal quarter of
        the
        Borrower under the assumption that such Senior Unsecured Indebtedness was
        issued
        at the beginning of the applicable calculation period), provided that the
        foregoing provisions of this clause (A) shall not apply to the extent that
        the Net Available Proceeds of such Senior Unsecured Indebtedness are applied
        to
        either (x) prepay Loans in accordance with Section 2.10(b)(iii) (or
        make another application specified in the proviso thereto, including to finance
        one or more Acquisitions as therein provided), or (y) refinance or pay at
        maturity Senior Unsecured Indebtedness (in accordance with
        Section 7.12);”

      


      Section
        3.  Representations and Warranties.  The Borrower
        represents and warrants to the Lenders and the Administrative Agent that
        (i) the
        representations and warranties made by the Borrower in Article IV of the
        Credit
        Agreement, and by each Obligor in the other Loan Documents to which it is
        a
        party (but as to such other Loan Documents, in all material respects), are
        true
        and complete on and as of the date hereof with the same force and effect
        as if
        made on and as of such date (or, if any such representation and warranty
        is
        expressly stated to have been made as of a specific date, as of such specific
        date), and as if each reference in said Article IV to “this Agreement”
included reference to this Amendment and (ii) at the time of and immediately
        after giving effect to this Amendment, no Default has occurred and is
        continuing.

      


      Section
        4.  Conditions Precedent.  The amendments set forth
        in Section 2 hereof shall become effective, as of the date hereof, upon the
        execution and delivery of this Amendment by the Borrower, the Subsidiary
        Guarantors and the Administrative Agent.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      Section
        5.  Miscellaneous.  Except as herein provided, the
        Credit Agreement shall remain unchanged and in full force and
        effect.  This Amendment may be executed in any number of counterparts,
        all of which taken together shall constitute one and the same amendatory
        instrument and any of the parties hereto may execute this Amendment by signing
        any such counterpart.  This Amendment shall be governed by, and
        construed in accordance with, the law of the State of New York.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
        executed and delivered as of the day and year first above written.

      
 

      
        	
                CONSTELLATION
                  BRANDS, INC.

              
	 
	
                By:

              	
                /s/
                  Thomas D. Roberts            

              
	
                Name:

              	
                Thomas
                  D. Roberts

              
	
                Title:

              	
                Senior
                  Vice President and Treasurer

              


      

      


      


      
        	
                SUBSIDIARY
                  GUARANTORS

                 

                ALLBERRY,
                  INC.

                CLOUD
                  PEAK CORPORATION

                CONSTELLATION
                  TRADING COMPANY, INC.

                CONSTELLATION
                  WINES U.S., INC.

                FRANCISCAN
                  VINEYARDS, INC.

                MT.
                  VEEDER CORPORATION

                R.M.E.,
                  INC.

                THE
                  ROBERT MONDAVI CORPORATION

                ROBERT
                  MONDAVI AFFILIATES

                ROBERT
                  MONDAVI INVESTMENTS

                ROBERT
                  MONDAVI PROPERTIES, INC.

                ROBERT
                  MONDAVI WINERY

              
	 
	
                By:

              	
                /s/
                  Thomas D. Roberts            

              
	
                Name:

              	
                Thomas
                  D. Roberts

              
	
                Title:

              	
                Vice
                  President and Assistant Treasurer

              


      

      


      


      
        	
                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.

                BARTON
                  FINANCIAL CORPORATION

              
	 
	
                By:

              	
                /s/
                  Thomas D. Roberts            

              
	
                Name:

              	
                Thomas
                  D. Roberts

              
	
                Title:

              	
                Vice
                  President and Assistant Treasurer

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      
        	
                CONSTELLATION
                  LEASING, LLC

              
	 
	
                By:

              	
                /s/
                  Thomas D. Roberts            

              
	
                Name:

              	
                Thomas
                  D. Roberts

              
	
                Title:

              	
                Assistant
                  Treasurer

              


      

      


      


      
        	
                VINCOR
                  INTERNATIONAL PARTNERSHIP

                VINCOR
                  INTERNATIONAL II, LLC

                VINCOR
                  HOLDINGS, INC.

                R.H.
                  PHILLIPS, INC.

                THE
                  HOGUE CELLARS, LTD.

                VINCOR
                  FINANCE, LLC

              
	 
	
                By:

              	
                /s/
                  Thomas D. Roberts            

              
	
                Name:

              	
                Thomas
                  D. Roberts

              
	
                Title:

              	
                Vice
                  President and Assistant Treasurer

              


      

      


      


      
        	
                BARTON
                  SMO HOLDINGS LLC

                ALCOFI
                  INC.

                SPIRITS
                  MARQUE ONE LLC

              
	 
	
                By:

              	
                /s/
                  Thomas D. Roberts            

              
	
                Name:

              	
                Thomas
                  D. Roberts

              
	
                Title:

              	
                Vice
                  President and Assistant Treasurer

              


      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        	
                ADMINISTRATIVE
                  AGENT

                 

                JPMORGAN
                  CHASE BANK, N.A.,

                  as
                  Administrative Agent

              
	 
	
                By:

              	
                /s/
                  Barbara R. Marks            

              
	
                Name:

              	
                Barbara
                  R. Marks

              
	
                Title:

              	
                Vice
                  President