INCREMENTAL FACILITY LOAN AGREEMENT (SERIES A) INCREMENTAL FACILITY LOAN AGREEMENT dated as of May 27, 1999 between CANANDAIGUA BRANDS, INC., the Subsidiary Guarantors party hereto, the Incremental Facility Lenders party hereto and THE CHASE MANHATTAN BANK, as Administrative Agent. Canandaigua Brands, Inc., the Subsidiary Guarantors named therein, the lenders named therein and The Chase Manhattan Bank, as Administrative Agent, are parties to a Second Amended and Restated Credit Agreement dated as of May 12, 1999, pursuant to which the First Amended and Restated Credit Agreement dated as of November 2, 1998 between said parties was further amended and restated (said First Amended and Restated Credit Agreement, as so further amended and restated, being herein called the "Credit Agreement"). Terms defined in the Credit Agreement are used herein as defined therein. Pursuant to Section 2.01(c) of the Credit Agreement, the Borrower has requested the Lenders provide an aggregate amount of $200,000,000 of Incremental Facility Commitments, to be designated as "Series A Incremental Facility Commitments", providing for "Series A Incremental Facility Loans". The Incremental Facility Lenders signatory to this Agreement have agreed to enter into such Commitments and make such Loans on the terms set forth below and, accordingly, the parties hereto hereby agree as follows: Section 1. Series A Incremental Facility Commitments. Each Incremental Facility Lender executing this Agreement hereby agrees, subject to the terms and conditions set forth in the Credit Agreement, to make a Series A Incremental Facility Loan to the Borrower on or before June 30, 1999, in an aggregate principal amount up to but not exceeding its Series A Incremental Facility Commitment as set forth on each Incremental Facility Lender's signature page hereto. Each Incremental Facility Lender's Series A Incremental Facility Commitments not utilized on or before June 30, 1999 shall terminate at 5:00 p.m., New York Time, on June 30, 1999. Section 2. Repayment, Etc. The Borrower hereby acknowledges and confirms that it has agreed, pursuant to the Credit Agreement, to repay the principal of the Series A Incremental Facility Loans borrowed under the Credit Agreement when and as the same become due and payable as provided in the Credit Agreement. The Borrower agrees that the Applicable Rate on any Series A Incremental Facility Loan shall be the appropriate rates specified in the definition of Applicable Rate in Section 1.01 of the Credit Agreement. -2- Section 3. Miscellaneous. This Agreement shall be construed in accordance with and governed by the law of the State of New York. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this 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 Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. -3- 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. CANANDAIGUA BRANDS, INC. By: /s/Thomas S. Summer --------------------- Title:Senior Vice President and Chief Financial Officer SUBSIDIARY GUARANTORS BATAVIA WINE CELLARS, INC. CANANDAIGUA EUROPE LIMITED CANANDAIGUA WINE COMPANY, INC POLYPHENOLICS, INC. ROBERTS TRADING CORP. By /s/Thomas S. Summer - - ----------------------- Title: Treasurer BARTON INCORPORATED BARTON BRANDS, LTD. BARTON BEERS, LTD. BARTON BRANDS OF CALIFORNIA, INC. BARTON BRANDS OF GEORGIA, INC. BARTON DISTILLERS IMPORT CORP. BARTON FINANCIAL CORPORATION MONARCH IMPORT COMPANY STEVENS POINT BEVERAGE CO. THE VIKING DISTILLERY, INC. By /s/Thomas S. Summer - - ------------------------- Title: Vice President CANANDAIGUA LIMITED By /s/Thomas S. Summer Title: Finance Director -4- CANANDAIGUA B.V. By /s/Thomas S. Summer Title: Authorized Attorney LENDERS Commitment $61,500,000 THE CHASE MANHATTAN BANK, individually and as Administrative Agent By /s/Bruce Borden Title: Vice President LENDERS Commitment $7,500,000 FLEET NATIONAL BANK By /s/Martin K. Birmingham Title: Vice President LENDERS Commitment $7,500,000 THE BANK OF NOVA SCOTIA By /s/J. Alan Edwards Title: Authorized Signatory LENDERS Commitment $5,000,000 CREDIT SUISSE FIRST BOSTON By /s/Kristin Lepri Title: Associate By /s/Bill O'Daly Title: Vice President LENDERS Commitment $5,000,000 COBANK, ACB By /s/Brian J. Klatt Title: Vice President LENDERS Commitment $5,000,000 COMPAGNIE FINANCIERE DE CIC ET DE L'UNION EUROPEENNE By /s/Anthony Rock Title: Vice President By /s/Sean Mounier Title: First Vice President LENDERS Commitment $5,000,000 CREDIT LYONNAIS, NEW YORK BRANCH By /s/Vladimir Labun Title: First Vice President - Manager LENDERS Commitment $5,000,000 KEY BANK NATIONAL ASSOCIATION By /s/Lawrence A. Mack Title: Senior Vice President LENDERS Commitment $5,000,000 MANUFACTURERS AND TRADERS TRUST COMPANY By /s/Philip M. Smith Title: Regional Vice President LENDERS Commitment $5,000,000 NATIONSBANK, N.A. By /s/Kathryn W. Robinson Title: Senior Vice President LENDERS Commitment $5,000,000 SUNTRUST BANK, ATLANTA By /s/Robert V. Hoenycutt Title: Vice President LENDERS Commitment $4,000,000 THE BANK OF NEW YORK By /s/Thomas C. McCrohan Title: Vice President LENDERS Commitment $4,000,000 HARRIS TRUST AND SAVINGS BANK By /s/Edwin A. Adams Title: Vice President LENDERS Commitment $4,000,000 IMPERIAL BANK By /s/Ray Vadalma Title: Senior Vice President LENDERS Commitment $4,000,000 COOPERATIEVE CENTRALE RAIFFEISEN- BOERELEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH By /s/Caroline M. Hastings Title: Vice President By /s/Pieter Kodde Title: Senior Vice President LENDERS Commitment $4,000,000 WELLS FARGO, NATIONAL ASSOCIATION By /s/Tracey A. Hanson Title: Vice President LENDERS Commitment $5,000,000 MERRILL LYNCH SENIOR FLOATING RATE FUND, INC. By /s/George D. Pelose Title: Authorized Signatory LENDERS Commitment $7,000,000 KZH IV LLC By /s/Virginia Conway Title: Authorized Agent LENDERS Commitment $7,000,000 HIGHLAND CAPITAL MANAGEMENT, L.P. By Title: LENDERS Commitment $2,000,000 ARCHIMEDES FUNDING, L.L.C., by: ING Capital Advisors, Inc., as Collateral Manager By /s/Michael J. Campbell Title: Senior Vice President LENDERS Commitment $5,000,000 KZH-ING-2 LLC By /s/Virginia Conway Title: Authorized Agent LENDERS Commitment $7,000,000 METROPOLITAN LIFE INSURANCE COMPANY By /s/James R. Dingler Title: Director LENDERS Commitment $7,000,000 OAK HILL SECURITIES FUND, L.P. By: Oak Hill Securities GenPar, L.P. its General Partner By: Oak Hill Securities MGP, Inc. its General Partner By /s/ Scott D. Krase Title: Vice President LENDERS Commitment $3,500,000 PILGRIM PRIME RATE TRUST By: Pilgrim Investments, Inc. as its investment manager By /s/Charles E. LeMieux, CFA Title: Assistant Vice President LENDERS Commitment $7,000,000 STANFIELD CAPITAL By Title: LENDERS Commitment $7,000,000 KZH APPALOOSA LLC By /s/Virginia Conway Title: Authorized Agent LENDERS Commitment $5,000,000 GALAXY CLO 1999-1, LTD. By /s/Steve B. Staver Title: Authorized Agent LENDERS Commitment $5,000,000 JACKSON NATIONAL LIFE INSURANCE COMPANY (PPM) By: PPM America, Inc., as Attorney-in-fact, on behalf of Jackson National Life Insurance Company By /s/Michael King Title: Vice President LENDERS Commitment $5,000,000 KZH STERLING LLC By /s/Virginia Conway Title: Authorized Agent LENDERS Commitment $5,000,000 MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By /s/Peter Gewirtz Title: Authorized Signatory