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: