Exhibit 10.16 AMENDMENT NO. 1 AMENDMENT NO. 1 dated as of August 5, 1994, between CANANDAIGUA WINE COMPANY, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the "Company"); each of the Subsidiaries of the Company identified under the caption "SUBSIDIARY GUARANTORS" on the signature pages hereto (individually, a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors" and, together with the Company, the "Obligors"); each of the lenders that is a signatory hereto (individually, a "Bank" and, collectively, the "Banks"); and THE CHASE MANHATTAN BANK (National Association), a national banking association, as agent for the Banks (in such capacity, together with its successors in such capacity, the "Agent"). The Company, the Subsidiary Guarantors, the Banks and the Agent are parties to a Second Amendment and Restatement dated as of August 5, 1994 (as modified and supplemented and in effect on the date hereof, the "Credit Agreement") of Amendment and Restatement of Credit Agreement date as of June 29, 1993. The Obligors and the Banks wish to amend the Credit Agreement in certain respects and, accordingly, the parties hereto hereby agree as follows: Section 1. Definitions. Except as otherwise defined in this Amendment No. 1, terms defined in the Credit Agreement are used herein as defined therein (including terms defined in the Credit Agreement as amended hereby). Section 2. Amendments. Subject to the execution of this Amendment by each Obligor and Banks constituting the "Majority Banks" under the Credit Agreement, but effective as of the date hereof, the Credit Agreement shall be amended as follows: A. The last paragraph of Section 9.11 of the Credit Agreement is hereby amended in its entirety to read as follows: "Notwithstanding the foregoing, (i) on the date of any Equity Issuance in respect of which 100% of the Net Available Proceeds thereof shall have been applied pursuant to Section 2.11(d) hereof to the prepayment of Loans (and/or to provide cover for the Letter of Credit Liabilities) each of the respective amounts set forth above shall be adjusted by adding thereto an amount equal to the Net Available Proceeds in respect of such Equity Issuance (provided that, the aggregate amount of all such adjustments shall be no greater than $60,000,000) and (ii) upon the receipt by the Banks of the financial statements referred to in Section 9.01(i) hereof (so long as the amount determined pursuant to the succeeding clause (y) is greater than zero), each of the respective amounts set forth above shall be adjusted by subtracting therefrom an amount equal to the product of (x) .75 times (y) an amount equal to (A) Intangibles as reflected on the restated balance sheet of the Company and its Consolidated Subsidiaries dated as of the Effective Date delivered to the Banks pursuant to Section 9.01(i) hereof minus (B) $111,000,000." Section 3. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 1 by signing any such counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered as of the day and year first above written. SUBSIDIARY GUARANTORS COMPANY BATAVIA WINE CELLARS, INC. CANANDAIGUA WINE COMPANY, INC. BISCEGLIA BROTHERS WINE By COMPANY Title: CALIFORNIA PRODUCTS COMPANY GUILD WINERIES & DISTILLERIES, INC. (formerly known as Canandaigua California Acquisition Corp.) TENNER BROTHERS, INC. WIDMER'S WINE CELLARS, INC. By Title: Assistant Secretary BARTON INCORPORATED BARTON BRANDS, LTD. BARTON BEERS, LTD. BARTON BRANDS OF CALIFORNIA, INC. BARTON BRANDS OF GEORGIA, INC. BARTON DISTILLERS IMPORT CORP. STEVENS POINT BEVERAGE COMPANY MONARCH WINE COMPANY, LIMITED PARTNERSHIP By Barton Management, Inc., Corporate General Partner BARTON MANAGEMENT, INC. VINTNERS INTERNATIONAL COMPANY, INC. (formerly known as Canandaigua/ Vintners Acquisition Corp.) By Title: Vice President BARTON FINANCIAL CORPORATION By Title: Vice President CANANDAIGUA WEST, INC. By Title: BANKS THE CHASE MANHATTAN BANK THE FIRST NATIONAL BANK OF BOSTON (NATIONAL ASSOCIATION) By By Title: Title: THE CHASE MANHATTAN BANK MANUFACTURERS AND TRADERS TRUST (NATIONAL ASSOCIATION), COMPANY ROCHESTER DIVISION By By Title: Title: THE FIRST NATIONAL BANK NATIONAL CITY BANK OF CHICAGO By By Title: Title: WELLS FARGO BANK, N.A. PNC BANK, NATIONAL ASSOCIATION By By Title: Title: NBD BANK, N.A. AMERICAN NATIONAL BANK AND TRUST TRUST COMPANY OF CHICAGO By By Title: Title: THE DAIWA BANK, LTD. By Title: By Title: THE BANK OF NOVA SCOTIA COOPERATIVE CENTRAL RAIFFEISEN- BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH By By Title: Title: FLEET BANK By Title: By Title: KEY BANK OF NEW YORK NATIONAL WESTMINSTER BANK USA By By Title: Title: DG BANK DEUTSCHE LTCB TRUST COMPANY GENOSSENSCHAFTSBANK By By Title: Title: NATIONAL BANK OF CANADA CORESTATES BANK N.A. By By Title: Title: By THE SUMITOMO BANK, LIMITED, Title: NEW YORK BRANCH By THE FUJI BANK LIMITED Title: NEW YORK BRANCH By Title: AGENT THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), As Agent By Title: