Common use of Letter of Credit Subfeature Clause in Contracts

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of Credit. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, Each Letter of Credit shall be issued for a term not to exceed the maturity date of the Line of Credit, as designated by Borrower, The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations Borrower’s self insurance for worker’s compensation and for letter of credit deposits for other insurance (each, a "“Letter of Credit" ” and collectively, "“Letters of Credit"”); provided provided, however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of CreditNine Million Dollars ($9,000,000). The form and substance of each No Letter of Credit shall be subject have an expiration date subsequent to approval by Bank, in its sole discretion, Each Letter of Credit shall be issued for a term not to exceed the maturity date of the Line of Credit, as designated by Borrower, Maturity Date. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing draft paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Restated Credit Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paid, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing draft is paid to the date such amount is fully repaid by Borrower, at the Prime Rate-based rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawingdraft. The letter of credit issued by Bank in connection with the Bonds (as defined below) is not subject to this Restated Credit Agreement and is not included in the calculation of the $9,000,00 subfeature limit described above.

Letter of Credit Subfeature. (a) As a subfeature under the Line of CreditLoan, Bank agrees may from time to time during the term thereof to issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of Credit$2,000,000. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, Each Letter of Credit shall be issued for a term not to exceed the maturity date of the Line of Credit360 days, as designated by Borrower, . The undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit Loan and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit Loan and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Loan; provided however, that if advances under the Line of Credit are Loan is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Loan in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of CreditDefault Rate. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Revolving Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate Affiliate to issue standby and documentary letters of credit for the account of Borrower to finance or its business operations Subsidiaries (each, a "“Letter of Credit" ” and collectively, "“Letters of Credit"”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of CreditTen Million Dollars ($10,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, Bank in its sole discretion, . Each Letter of Credit shall be issued for a term not to exceed the maturity date of the Line of Creditthree hundred sixty-five (365) days, as designated by Borrower, or such longer term as is acceptable to Bank in its sole discretion; provided however, that no Letter of Credit shall have an expiration date beyond the Revolving Credit Maturity Date or such other date that is acceptable to Bank in its sole discretion. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Revolving Line of Credit in accordance with the provisions of Section 2.3(g) and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Revolving Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Revolving Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, . Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations (each, a "“Letter of Credit" ” and collectively, ". “Letters of Credit"”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of CreditFifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, Each . Letters of Credit may be issued for a period which extends beyond the Maturity Date but no Letter of Credit shall be issued for a term not to exceed the maturity date of the Line of Credit, as designated by Borrower, period exceeding one (1) year. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; : provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, paid then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, Borrower at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during the term thereof up to and including June 10, 2004, issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of Credit$10,000,000.00. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, Each Letter of Credit shall be issued for a term not to exceed the maturity date of the Line of Credit365 days, as designated by Borrower, provided, however, that no Letter of Credit shall have an expiration date subsequent to June 10, 2004. The undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLoan, Bank agrees may from time to time during the term thereof to issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided provided, however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of Credit. The form and substance of each Letter of Credit shall be subject to approval by Bank, Bank in its sole discretion, . Each Letter of Credit shall be issued for a an original term not to exceed the maturity date of the Line of Credit365 days, as designated by Borrower, provided, however, that no Letter of Credit shall have an expiration date subsequent to July 1, 2000. The undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit Loan and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit Loan and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Loan; provided however, that if advances under the Line of Credit are Loan is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if any advance is not available under the Loan in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof any such draft shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLoan. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations (each, a "“Letter of Credit" ” and collectively, "“Letters of Credit"”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of CreditFifteen Million Dollars ($15,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, Each . Letters of Credit may be issued for a period which extends beyond the Maturity Date but no Letter of Credit shall be issued for a term not to exceed the maturity date of the Line of Credit, as designated by Borrower, period exceeding one (1) year. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time up to time during the term thereof to issue or cause an affiliate May l, 2002, to issue standby and documentary letters of credit for the account of Borrower to finance its business operations support sales contracts (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of Credit. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn or unpaid amount of all outstanding Letters of Credit plus any outstanding advances under the Line of Credit made for the purpose of payment of any Letter of Credit, shall not at any time exceed Five Million Dollars ($5,000,000.00). Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit, as designated by Borrower, . The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof up to and including June 30, 1997, to issue or cause an affiliate to issue standby and documentary for the account of Borrower commercial letters of credit for the account purpose of Borrower to finance its business operations financing imported wine inventory and wine barrels (each, each individually a "Letter of Credit" and collectively, collectively "Letters of Credit"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of Credit. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, ; and provided further that the aggregate principal amount of all outstanding Letters of Credit shall at no time exceed TWO HUNDRED SEVENTY FIVE THOUSAND AND NO/100 DOLLARS ($275,000.00). Each Letter of Credit shall be issued for a term not to exceed the maturity date of the Line of Credit, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to September 30, 1997. The undrawn outstanding amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of this Agreement, the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofof such Letter of Credit. Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are is not available, for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during the term thereof up to and including August 31, 1998, issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of Credit$4,000,000. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, Each Letter of Credit shall be issued for a term not to exceed the maturity date of the Line of Credit, as designated by Borrower, provided, however, that no Letter of Credit shall have an expiration date subsequent to August 31, 1998. The undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during the term thereof time, up to and including August 31, 2001, issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations (each, a "`Letter of Credit" ' and collectively, "`Letters of Credit"'); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the difference between (a) the Line, minus (b) the aggregate unpaid principal amount of borrowings permitted all Loans, minus (c) the amount of all drawings under the Line of Credit. The form and substance of each any Letter of Credit shall be subject to approval by Bank, in its sole discretion, Each for which Bank has not been reimbursed. No Letter of Credit issued or renewed after January 31, 2001, shall be issued for a term not to exceed the maturity date of the Line of Credithave an expiry 365 or more days after August 31, as designated by Borrower, The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each 2001 (any Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementswith an expiry beyond August 31, applications and any related documents required 2001, an `Extended Expiry LC'). Each draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided provided, however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.any

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during the term thereof up to and including August 31, 2001, issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of Credit$4,000,000. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, Each Letter of Credit shall be issued for a term not to exceed the maturity date of the Line of Credit, as designated by Borrower, provided, however, that no Letter of Credit shall have an expiration date subsequent to August 31, 2001. The undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations which letters of credit shall be used only for general corporate purposes of Borrower and the Subsidiaries, including routine capital expenditures made in the ordinary course of business, and for no other purpose (each, a "“Letter of Credit" ” and collectively, "“Letters of Credit"”); provided provided, however, that the aggregate undrawn amount of all outstanding Letters of Credit and all amounts drawn and unreimbursed under any and all Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of CreditTWO MILLION AND NO/100 DOLLARS ($2,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, . Each Letter of Credit shall be issued for a term not to exceed three hundred and sixty-five (365) days, as designated by Borrower; provided, however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit, as designated by Borrower, . The undrawn amount of all Letters of Credit and all amounts drawn and unreimbursed under any Letter of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesadvances and the Line of Credit Note; provided provided, however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, Borrower at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower or any of its Subsidiaries with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of Credit. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Four Million Dollars ($4,000,000.00). Each Letter of Credit shall be issued for a term not to exceed 365 days, as designated by Xxxxxxxx; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit, as designated by Borrower, . The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereof. Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement letter applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower Xxxxxxxx agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and standby and documentary letters of credit for the account of Borrower to finance its business operations (each, a "“Letter of Credit" and collectively, "Letters of Credit"”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of CreditTwenty Million Dollars ($20,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, . Each Letter of Credit shall be issued for a term not to exceed one (1) year, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than ninety (90) days beyond the maturity date of the Line of Credit, as designated by Borrower, . The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the Prime Rate-base rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the durinx xxe term thereof to issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of Credit. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Million Six Hundred Fifty Thousand Dollars ($5,650,000.00). Each Letter of Credit shall be issued for a term not to exceed 365 days, as designated by Borrower; provided however, that no Xxxxxx of Credit shall have an expiration date more than ninety (90) days beyond the maturity date of the Line of Credit, as designated by Borrower, . The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereof. Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement letter applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretionxxxx xxscretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof up to and including November 1, 1996, to issue or cause an affiliate to issue standby and documentary sight commercial letters of credit for the account of Borrower and in favor of Borrower's various suppliers to finance its business operations the purchase of inventory (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of Credit. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS ($4,500,000.00). Each Letter of Credit shall be issued for a term not to exceed the maturity date of the Line of Creditone hundred eighty(180) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to November 1, 1996. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are is not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations (each, a "“Letter of Credit" ” and collectively, "“Letters of Credit"”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of Credit$10,000,000. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, . Each Letter of Credit shall be issued for a term not to exceed 360 days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit, as designated by Borrower, . The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and documentary and/or sight commercial letters of credit for the account of Borrower to finance its business operations (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of Credit. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, Each that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Million Dollars ($5,000,000.00). No Letter of Credit shall be issued for a term not to exceed have an expiration date more than ninety (90) days beyond the maturity date of the Line of Credit, as designated by Borrower, . The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Network Appliance, Inc. July 10, 1998 Page 2 Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereof. Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement letter applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees Borrxxxx xxxees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of CreditTwo Million Dollars ($2,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, Each . No Letter of Credit shall be issued for a term not to exceed have an expiration date beyond the maturity date of the Line of Credit, as designated by Borrower, . The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and documentary sight commercial letters of credit for the account of Borrower to finance its business operations importation (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of Credit. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed One Million Five Hundred Thousand Dollars ($1,500,000.00). Each Letter of Credit shall be issued for a term not to exceed one hundred eighty (180) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit, as designated by Borrower, . The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to 2 the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate Affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations (each, a "“Letter of Credit" ” and collectively, "“Letters of Credit"”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of CreditFour Million Dollars ($4,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, Bank in its sole discretion, . Each Letter of Credit shall be issued for a term not to exceed the maturity date of the Line of Creditthree hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than three hundred sixty five (365) days beyond the Commitment Termination Date. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations Borrower’s working capital requirements (each, a "“Letter of Credit" ” and collectively, "“Letters of Credit"”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of CreditNine Hundred Thousand Dollars ($900,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, . Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to the maturity date of the Line of Credit, as designated by Borrower, . The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during the term thereof up to and including maturity, issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided provided, however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of Credit. The form and substance of each Letter of Credit shall be subject to approval by Bank, Bank in its sole discretion, ; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate amount of all loans made under the Note shall not at any time exceed $15,000,000.00. Each Letter of Credit shall be issued for a term of not to exceed the maturity date of the Line of Creditmore than six (6) months, as designated by Borrower, provided, however, that no Letter of Credit shall have an expiration date subsequent to the maturity of the Promissory Note. The undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and documentary multiple letters of credit for the account of Borrower to finance its business operations (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of Credit. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate 2 undrawn amount of all outstanding Letters of Credit shall not at any time exceed Ten Million Dollars ($10,000,000.00). Each Letter of Credit shall be issued for a term not to exceed the maturity date of the Line of Creditone hundred eighty (180)days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to May 2, 1998. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. i. As a subfeature under the Line of CreditLine, Bank agrees may from time-to-time up to time during and including the term thereof date that is thirty (30) days prior to the Termination Date, issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations (each, a "Letter of CreditLETTER OF CREDIT" and collectively, "Letters of CreditLETTERS OF CREDIT"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of Credit$5,000,000.00. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, Each Letter of Credit shall be issued for a term not to exceed the maturity date of the Line of Credit365 days, as designated by Borrower; provided, however, that no Letter of Credit shall have an expiration date subsequent to 180 days following the Termination Date. The undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which Bank has not been reimbursed shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided provided. however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.to

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations for the account of Borrower for Financial support for the new facility at 0000 Xxxxxx Xxx Xxxxxxx, Alameda (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of CreditTwo Million Dollars ($2,000,000.00). The form and substance of for each Letter of Credit shall be subject to approval by Bank, in its sole discretion, Each . No Letter of Credit shall be issued for a term not have an expiration date subsequent to exceed the maturity date of the Line of Credit, as designated by Borrower, . The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the he issuance thereof. Each drawing draft paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement letter applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paid, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing draft is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawingdraft."

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and documentary Standby letters of credit for the account of Borrower to finance its business operations (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of CreditTwo Million Dollars ($2,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, Each . No Letter of Credit shall be issued for a term not to exceed have an expiration date beyond the maturity date of the Line of Credit, as designated by Borrower, . The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and documentary Standby letters of credit for the account of Borrower to finance its business operations (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of CreditFive Million Dollars ($5,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, . Each Letter of Credit shall be issued for a term not as designated by Borrxxxx; xxovided however, that no Letter of Credit shall have an expiration date subsequent to exceed the maturity date of the Line of CreditCredit (except for Letter of Credit #S750967 in the amount of $70,138.56 which expires on January 14, as designated by Borrower, 2006). The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing draft paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement letter applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paid, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing draft is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees Borrxxxx xxxees that Bank, in its sole discretion, may debit any deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of CreditFive Million Five Hundred Thousand Dollars ($5,500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, . Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than ninety (90) days beyond the maturity date of the Line of Credit, as designated by Borrower, . The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing draft paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paid, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing draft is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during the term thereof up to and including May , 2001, ------------------------ issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of Credit$5,000,000.00. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, Each ------------- Letter of Credit shall be issued for a term not to exceed the maturity date of the Line of Credit365 days, as --- designated by Borrower, provided, however, that no Letter of Credit shall have an expiration date subsequent to May , 2001. The undrawn amount of all ------------ Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of Credit. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, . Each Letter of Credit shall be issued for a term not designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to exceed the maturity date of the Line of Credit, as designated by Borrower, . The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofthereof (each, a "Letter of Credit Agreement" and collectively, "Letter of Credit Agreements"). Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations (each, a "“Letter of Credit" ” and collectively, "“Letters of Credit"”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of CreditEight Million Dollars ($8,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, Each . No Letter of Credit shall be issued for a term not have an expiration date subsequent to exceed the maturity date of the Line of Credit, as designated by Borrower, . The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing draft paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paid, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing draft is paid to the date such amount draft is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof up to and including August 1, 1999, to issue or cause an affiliate to issue standby and documentary for the account of Borrower commercial letters of credit for the account purpose of Borrower to finance its business operations financing imported wine inventory and wine barrels (each, each individually a "Letter of Credit" and collectively, collectively "Letters of Credit"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of Credit. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, ; and provided further that the aggregate principal amount of all outstanding Letters of Credit shall at no time exceed TWO HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($275,000.00). Each Letter of Credit shall be issued for a term not to exceed the maturity date of the Line of Credit, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date subsequent to November 1, 1999. The undrawn outstanding amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of this Agreement, the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereofof such Letter of Credit. Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are is not available, for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of Credit. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion; and provided further, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Million Six Hundred Fifty Thousand Dollars ($5,650,000.00). Each Letter of Credit shall be issued for a term not to exceed 365 days, as designated by Bxxxxxxx; provided however, that no Letter of Credit shall have an expiration date more than ninety (90) days beyond the maturity date of the Line of Credit, as designated by Borrower, . The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreementsAgreement and related documents, applications and any related documents if any, required by Bank in connection with the issuance thereof. Each drawing draft paid by Bank under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement letter applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing draft is paidpaid by Bank, then Borrower shall immediately pay to Bank the full amount drawnof such draft, together with interest thereon from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower Bxxxxxxx agrees that Bank, in its sole discretion, may debit any demand deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of CreditWorking Capital Loan, Bank agrees may from time to time during the term thereof up to and including June 1, 2000, issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of Credit$2,000,000.00. The form and substance of each No Letter of Credit shall be subject have an expiration date subsequent to approval by BankJune 25, in its sole discretion, Each Letter of Credit shall be issued for a term not to exceed the maturity date of the Line of Credit, as designated by Borrower, 2000. The undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.

Letter of Credit Subfeature. As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue commercial and/or standby and documentary letters of credit for the account of Borrower to finance its business operations the purchase of inventory from overseas (each, a "“Letter of Credit" ” and collectively, "Letters collectively,“Letters of Credit"”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of CreditTwo Million Five Hundred Thousand Dollars ($2,500,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, . Each Letter of Credit shall be issued for a term not to exceed three hundred sixty-five (365) days, as designated by Borrower; provided however, that no Letter of Credit shall have an expiration date more than ninety (90) days beyond the maturity date of the Line of Credit, as designated by Borrower, . The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.”

Letter of Credit Subfeature. As a subfeature under the Line of CreditLine, Bank agrees may from time to time during up to and including the term thereof to Maturity Date of the Line, issue or cause an affiliate to issue standby and documentary letters of credit for the account of Borrower to finance its business operations (each, a "Letter of Credit" and collectively, "Letters of Credit"); provided provided, however, that the form and substance of each Letter of Credit shall be subject to approval by Bank in its sole discretion; and provided further that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed the amount of borrowings permitted under the Line of Credit$5,000,000.00. The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion, Each Letter of Credit shall be issued for a term not to exceed the maturity date of the Line of Credit365 days, as designated by Borrower, provided, however, that no Letter of Credit shall have an expiration date subsequent to July 31, 2002. The undrawn amount of all Letters of Credit plus any and all amounts paid by Bank in connection with drawings under any Letter of Credit for which the Bank has not been reimbursed shall be reserved under the Line of Credit and shall not be available for borrowings advances thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required draft paid by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advancesthe Line; provided however, that if advances under the Line of Credit are is not available, available for any reasonreason whatsoever, at the time any drawing draft is paidpaid by Bank, or if advances are not available under the Line in such amount due to any limitation of borrowing set forth herein, then Borrower shall immediately pay to Bank the full amount drawnof such drafts shall be immediately due and payable, together with interest thereon thereon, from the date such drawing amount is paid by Bank to the date such amount is fully repaid by Borrower, at the that rate of interest applicable to advances under the Line of CreditLine. In such event event, Borrower agrees that Bank, in its at Bank's sole discretion, discretion may debit any Borrower's deposit account maintained by Borrower with Bank for the amount of any such drawingdraft.