Exhibit 10.26 [Execution Copy] AMENDMENT NO. 5 AMENDMENT NO. 5 dated as of October 10, 1996, 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 (successor by merger to ----- The Chase Manhattan Bank, N.A.), a New York State banking corporation, as administrative agent for the Banks (in such capacity, together with its successors in such capacity, the "Administrative Agent"). -------------------- The Company, the Subsidiary Guarantors, the Banks and the Administrative Agent are parties to a Third Amended and Restated Credit Agreement dated as of September 1, 1995 (as modified and supplemented and in effect on the date hereof, the "Credit Agreement"). 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. 3, terms defined in the Credit Agreement are used herein as defined therein. Section 2. Amendments. Subject to the satisfaction of the conditions ---------- set forth in Section 3 hereof, the Credit Agreement shall be amended as follows: A. The definition of "Adjusted Cash Flow" in Section 1.01 of the Credit Agreement is hereby amended in its entirety to read as follows: "Adjusted Cash Flow" shall mean, for any period (the "calculation ------------------ ----------- period"), the sum, for the Company and its Consolidated Subsidiaries ------ (determined on a consolidated basis without duplication in accordance with GAAP), of the following: (a) Operating Cash Flow for the calculation period (excluding the Adjustment Amount for such period but including, for the fiscal quarter of the Company ending on February 29, 1996, the aggregate amount of the charges specified in Part I of Schedule A to Amendment No. 3), minus (b) Capital Expenditures made during the ----- calculation period (excluding (x) Capital Expenditures made from the proceeds of Indebtedness other than Indebtedness hereunder and (y) Restructuring Capital Expenditures made during such period Amendment No. 5 --------------- - 2 - but not exceeding an aggregate amount for all calculation periods of $22,270,000) plus (c) the decrease (or minus the increase) of Working ---- ----- Capital from the last day of the fiscal quarter immediately preceding the calculation period to the last day of the calculation period, provided that -------- for purposes of this clause (c), there shall be excluded any increase of Working Capital attributable to the prepayment of Revolving Credit Loans from the proceeds of additional Subordinated Indebtedness incurred pursuant to Section 9.17 hereof during the calculation period. B. Section 9.08(k) of the Credit Agreement is hereby amended in its entirety to read as follows: "(k) the Senior Subordinated Note Guarantees, and any Guarantee of additional Subordinated Indebtedness that complies with the requirements of Section 9.17(b) hereof." Section 3. Conditions. The amendments set forth in Section 2 hereof ---------- shall become effective, as of September 30, 1996, upon the execution of this Amendment by each Obligor, the Administrative Agent and the Majority Banks. Section 4. Miscellaneous. Except as herein provided, the Credit ------------- Agreement shall remain unchanged and in full force and effect. This Amendment No. 5 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. 5 by signing any such counterpart. This Amendment No. 5 shall be governed by, and construed in accordance with, the law of the State of New York. Amendment No. 5 --------------- - 3 - IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to be duly executed and delivered as of the day and year first above written. CANANDAIGUA WINE COMPANY, INC. By /s/ Lynn K. Fetterman -------------------------- Title: Senior Vice President SUBSIDIARY GUARANTORS --------------------- CANANDAIGUA WEST, INC. BATAVIA WINE CELLARS, INC. BISCEGLIA BROTHERS WINE COMPANY CALIFORNIA PRODUCTS COMPANY GUILD WINERIES & DISTILLERIES, INC. (formerly known as Canandaigua California Acquisition Corp.) TENNER BROTHERS, INC. WIDMER'S WINE CELLARS, INC. VINTNERS INTERNATIONAL COMPANY, INC. (formerly known as Canandaigua/Vintners Acquisition Corp.) By /s/ Lynn K. Fetterman -------------------------- Title: Treasurer 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. V ACQUISITION CORP.(now known as The Viking Distillery, Inc.) By /s/ Elizabeth Kutyla -------------------------- Title: Vice President BARTON FINANCIAL CORPORATION By /s/ David S. Sorce -------------------------- Title: Vice President Amendment No. 5 --------------- - 4 - BANKS ----- THE CHASE MANHATTAN BANK THE FIRST NATIONAL BANK OF CHICAGO (successor by merger to (including as successor to NBD Bank) The Chase Manhattan Bank, N.A.), ROCHESTER DIVISION By /s/ Diana Lauria By /s/ J. Garland Smith ---------------------------- --------------------------- Title: Vice President Title: Managing Director WELLS FARGO BANK, N.A. MANUFACTURERS AND TRADERS TRUST COMPANY By /s/ Clifford Lawrence By /s/ Phillip Smith ---------------------------- ------------------------------------- Title: Vice President Title: Regional Senior Vice President FLEET BANK PNC BANK, NATIONAL ASSOCIATION By /s/ Martin K. Birmingham By /s/ Thomas R. Colwell ------------------------------- --------------------------- Title: Assistant Vice President Title: Vice President NATIONAL CITY BANK CORESTATES BANK, N.A. By /s/ Lisa Beth Lisi By /s/ Brian M. Haley ---------------------------- --------------------------- Title: Account Officer Title: Vice President THE FUJI BANK LIMITED, THE BANK OF NOVA SCOTIA NEW YORK BRANCH By /s/ J. Alan Edwards --------------------------- Title: Vice President By /s/ Teiji Teramoto --------------------------------- Title: Vice President and Manager CREDIT SUISSE THE SUMITOMO BANK, LIMITED NEW YORK BRANCH By /s/ Chris T. Horgan ---------------------------- By /s/ Shigehiko Matsumoto Title: Associate ---------------------------- Title: Joint General Manager By /s/ Joel Gladowski ------------------------------- By Title: Member Senior Management ---------------------------- Title: Amendment No. 5 --------------- KEY BANK OF NEW YORK COOPERATIVE CENTRAL RAIFFEISEN- BOERENLEENBANK B.A. "RABOBANK NEDERLAND", NEW YORK BRANCH By /s/ K. K. Conte - SVP By ---------------------------- --------------------------- Title: Senior Vice President Title: LTCB TRUST COMPANY DG BANK DEUTSCHE GENOSSEN- SCHAFTSBANK, CAYMAN ISLAND BRANCH By /s/ Rene O. LeBlanc By ---------------------------- ---------------------------- Title: Senior Vice President Title: By ---------------------------- Title: NBD BANK By ---------------------------- Title: THE ADMINISTRATIVE AGENT ------------------------ THE CHASE MANHATTAN BANK (successor by merger to The Chase Manhattan Bank, N.A.), as Administrative Agent By /s/ Carol A. Ulmer ----------------------------- Title: Vice President Amendment No. 5 ---------------