EXHIBIT 10.2
THIRD AMENDMENT TO AGRICULTURAL CREDIT AGREEMENT
This Third Amendment to Agricultural Credit Agreement (the "Amendment")
is made and entered into as of this 5th day of June, 1998, by and between
SANWA BANK CALIFORNIA (the "Bank") and XXXXXX VINEYARDS CALIFORNIA INC. (the
"Borrower") with respect to the following:
This Amendment shall be deemed to be a part of and subject to that
certain Agricultural Credit Agreement dated as of June 4, 1997, 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.
WHEREAS, the Borrower and the Bank mutually desire to extend and/or
modify the Agreement.
NOW THEREFORE, for value received and hereby acknowledged, the Borrower
and the Bank agree as follows:
1. MODIFICATION OF EXPIRATION DATE. All references in Section 2
of the Agreement to the date June 5, 1998 are changed to June 5, 2000.
2. CHANGE IN PURPOSE. Section 2.02 A. of the Agreement is
deleted in its entirety and the following is substituted in lieu thereof:
A. PURPOSE. Advances under this Crop Line of Credit shall be
used for general corporate and working capital purposes.
3. CHANGE IN FINANCIAL CONDITION. Section 6.15 A and D of the
Agreement are deleted in their entirety and the following is substituted in
lieu thereof:
A. NET WORTH. A minimum Effective Tangible Net Worth of not less
than $20,000,000.
D. DEBT TO NET WORTH. A ratio of Debt to Effective Tangible Net
Worth of not more than 1 to 1 at the end of each fiscal quarter.
4. REPRESENTATIONS AND WARRANTIES. The Borrower hereby reaffirms
the representations and warranties contained in the Agreement and represents
that no event, which with notice or lapse of time, could become an Event of
Default, has occurred or is continuing.
5. CONFIRMATION OF OTHER TERMS AND CONDITIONS OF THE AGREEMENT.
Except as specifically provided in this Amendment, all other terms,
conditions and covenants of the Agreement unaffected by this Amendment shall
remain unchanged and shall continue in full force and effect and the Borrower
hereby covenants and agrees to perform and observe all terms, covenants and
agreements provided for in the Agreement, as hereby amended.
6. GOVERNING LAW. This Amendment shall be governed and construed
in accordance with the laws of the State of California to which jurisdiction
the parties hereto hereby consent and submit.
7. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Amendment has been executed by the parties
hereto as of the date first hereinabove written.
BANK: BORROWER:
SANWA BANK CALIFORNIA XXXXXX VINEYARDS CALIFORNIA INC.
By: By:
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XXXXXX X. XXXXXXXXX, V.P. XXXXXX X. XXXXXX, PRESIDENT
By:
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XXXXXX X. XXXXX, SECRETARY
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