SECTION DEFINITIONSCredit Agreement • September 28th, 2000 • Golden State Vintners Inc • Malt beverages • California
R E C I T A L S:Incentive Stock Option Agreement • April 30th, 1998 • Golden State Vintners Inc • Delaware
R E C I T A L S:Registration Rights Agreement • April 30th, 1998 • Golden State Vintners Inc • California
R E C I T A L S:Nonqualified Stock Option Agreement • June 17th, 1998 • Golden State Vintners Inc • Malt beverages • Delaware
MANAGEMENT AGREEMENTManagement Agreement • April 30th, 1998 • Golden State Vintners Inc • California
PURCHASE AGREEMENTPurchase Agreement • April 30th, 1998 • Golden State Vintners Inc • California
RECITALSIntercreditor Agreement • April 30th, 1998 • Golden State Vintners Inc • California
TERM LOAN AGREEMENTTerm Loan Agreement • April 30th, 1998 • Golden State Vintners Inc • California
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of April 27, 1995, by and among Golden State Acquisition Corp., a Delaware corporation (the "Company"), FAC, Ltd., a Cayman Islands...Registration Rights Agreement • April 30th, 1998 • Golden State Vintners Inc • New York
R E C I T A L S:Stockholders Agreement • April 30th, 1998 • Golden State Vintners Inc • California
Exhibit 1.1 GOLDEN STATE VINTNERS, INC. Class B Common Stock (par value $0.01 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 1998 • Golden State Vintners Inc • Malt beverages • New York
ARTICLE II REPRESENTATIONS AND WARRANTIES OF SELLERAsset Purchase Agreement • April 30th, 1998 • Golden State Vintners Inc • California
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 30th, 1998 • Golden State Vintners Inc • California
CONTINUING CORPORATE GUARANTY FOR VALUE RECEIVED, and in consideration of any loan or other financial accommodation heretofore or hereafter at any time made or granted to Golden State Vintners, a California corporation ("Borrower"), by the purchaser...Golden State Vintners Inc • April 30th, 1998 • California
R E C I T A L SSecurities Purchase Agreement • April 30th, 1998 • Golden State Vintners Inc • California
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 1998 • Golden State Vintners Inc • California
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 30th, 1998 • Golden State Vintners Inc • New York
R E C I T A L S:Nonqualified Stock Option Agreement • April 30th, 1998 • Golden State Vintners Inc • Delaware
COMMON STOCK SUBSCRIPTION AGREEMENT This Common Stock Subscription Agreement (this "Agreement") is entered into as of April 27, 1995, by and among Golden State Acquisition Corp., a Delaware corporation (the "Company") and each of the parties listed on...Common Stock Subscription Agreement • April 30th, 1998 • Golden State Vintners Inc • New York
VINEYARDPurchase Agreement • April 30th, 1998 • Golden State Vintners Inc • California
GOLDEN STATE ACQUISITION CORPORATION PREFERRED STOCK EXCHANGE AGREEMENT 6% CUMULATIVE EXCHANGEABLE PREFERRED STOCKPreferred Stock Exchange Agreement • April 30th, 1998 • Golden State Vintners Inc • New York
SECTION ITerm Loan Agreement • April 30th, 1998 • Golden State Vintners Inc • California
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of the 27th day of April, 1995 (the "Effective Date"), by and between GOLDEN STATE ACQUISITION CORP., a Delaware corporation, (the "Company") and JEFFREY B. O'NEILL...Employment Agreement • April 30th, 1998 • Golden State Vintners Inc • California
AGREEMENT FOR PURCHASE AND SALE OF REEDLEY FACILITY TABLE OF CONTENTSAgreement for Purchase and Sale • April 30th, 1998 • Golden State Vintners Inc • California
WITNESSETH:Agreement • April 30th, 1998 • Golden State Vintners Inc
100,000 SHARES OF 12% SENIOR REDEEMABLE EXCHANGEABLE PREFERRED STOCK EXCHANGEABLE INTO $10,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF 13.2% SUBORDINATED EXCHANGE NOTES DUE JUNE 30, 2007Securities Purchase Agreement • April 30th, 1998 • Golden State Vintners Inc • California
SUBLEASE AND CONSENTSublease And • April 30th, 1998 • Golden State Vintners Inc
SECTION 1 DEFINITIONSAccounts Receivable Credit Agreement • April 30th, 1998 • Golden State Vintners Inc • California
CREDIT AGREEMENT (LINE OF CREDIT)Agreement • September 30th, 2002 • Golden State Vintners Inc • Malt beverages • California
This Agreement (the "Agreement") is made and entered into as of July 19, 2002, by and between BANK OF THE WEST (the "Bank") and GOLDEN STATE VINTNERS (the "Borrower"), on the terms and conditions that follow:
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among O’NEILL ACQUISITION CO. LLC, O’NEILL ACQUISITION CORP., JEFFREY B. O’NEILL and GOLDEN STATE VINTNERS, INC. Dated as of April 14, 2004Escrow Agreement • April 15th, 2004 • Golden State Vintners Inc • Malt beverages • Delaware
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 14, 2004 by and among Golden State Vintners, Inc., a Delaware corporation (the “Company”), O’Neill Acquisition Co. LLC, a Delaware limited liability company (“Parent”), O’Neill Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Jeffrey B. O’Neill, an individual.
INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT, dated as of ____________, 1998, between Golden State Vintners, Inc., a Delaware corporation (the "Corporation"), and ________________________ (the "Indemnitee"). W I T N E S S E T H: WHEREAS, Indemnitee is...Indemnity Agreement • April 30th, 1998 • Golden State Vintners Inc • Delaware
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 28th, 2001 • Golden State Vintners Inc • Malt beverages • California
This Amendment shall be deemed to be a part of and subject to that certain Credit Agreement dated as of July 5, 2000, as it may be amended from time to time, and any and all addenda and riders thereto (collectively the "Agreement"). Unless otherwise defined herein, all terms used in this Amendment shall have the same meanings as in the Agreement. To the extent that any of the terms or provisions of this Amendment conflict with those contained in the Agreement, the terms and provisions contained herein shall control.
AGREEMENT AND PLAN OF MERGER by and among The Wine Group LLC, The Wine Group, Inc. Hawk Merger Sub, Inc., and Golden State Vintners, Inc. Dated as of April 22, 2004Agreement and Plan of Merger • April 27th, 2004 • Golden State Vintners Inc • Malt beverages • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 22, 2004 by and among The Wine Group LLC, a Delaware limited liability company (the “LLC”), The Wine Group, Inc., a California corporation (“Manager” and, collectively with LLC, “Parent”), Hawk Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the LLC (“Purchaser”) and Golden State Vintners, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used herein are defined in Section 8.03.
AGREEMENT AND PLAN OF MERGER by and among O’NEILL ACQUISITION CO. LLC, O’NEILL ACQUISITION CORP., JEFFREY B. O’NEILL and GOLDEN STATE VINTNERS, INC. Dated as of March 7, 2004Agreement and Plan of Merger • March 10th, 2004 • Golden State Vintners Inc • Malt beverages • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 7, 2004 by and among Golden State Vintners, Inc., a Delaware corporation (the “Company”), O’Neill Acquisition Co. LLC, a Delaware limited liability company (“Parent”), O’Neill Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Jeffrey B. O’Neill, an individual.
CREDIT AGREEMENT (LINE OF CREDIT) (LETTER OF CREDIT SUB-FACILITY)Letter of Credit Sub-Facility) • February 17th, 2004 • Golden State Vintners Inc • Malt beverages • California
This Agreement (the "Agreement") is made and entered into as of September 18, 2003, by and between BANK OF THE WEST (the "Bank") and GOLDEN STATE VINTNERS (the "Borrower"), on the terms and conditions that follow:
