THE XXXXXX MONDAVI CORPORATION
and
R.M.E., INC.
SECOND SUPPLEMENT TO NOTE PURCHASE AGREEMENT
Dated as of April 5, 2001
Re: $30,000,000 7.28% Series 2001-2 Senior Notes
Due April 5, 2011
THE XXXXXX MONDAVI CORPORATION
0000 Xx. Xxxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
R.M.E., INC.
Dated as of
April 5, 2001
To the Purchasers Named in
Schedule A Hereto Which Are
Signatories to This Supplement
Ladies and Gentlemen:
This Second Supplement to Note Purchase Agreement (the "Second Supplement")
is between The Xxxxxx Mondavi Corporation, a California corporation ("RMC"), and
R.M.E., Inc., a California corporation ("RME," RMC and RME each being
hereinafter sometimes individually referred to as an "Obligor" and collectively
as the "Obligors"), jointly and severally, and the institutional investors named
on Schedule A attached hereto (the "Purchasers").
Reference is hereby made to (i) the Note Purchase Agreement dated as of
March 28, 2000 among the Obligors and the purchasers listed on Schedule A
thereto and (ii) the First Supplement to Note Purchase Agreement dated as of
January 30, 2001 (the "First Supplement") among the Obligors and the purchasers
listed on Schedule A thereto. Said Note Purchase Agreement, as heretofore
supplemented by the First Supplement and as hereafter further supplemented or
amended, is hereinafter referred to as the "Note Purchase Agreement." All
capitalized terms not otherwise defined herein shall have the same meaning as
specified in the Note Purchase Agreement.
Reference is further made to Section 4.11 of the Note Purchase Agreement
which requires that, prior to the delivery of any Additional Notes, the Obligors
and each Additional Purchaser shall execute and deliver a Supplement.
The Obligors, jointly and severally, hereby agree with the Purchasers as
follows:
1. The Obligors have authorized the issue and sale of $30,000,000 aggregate
principal amount of their 7.28% Series 2001-2 Senior Notes, due April 5, 2011
(the "Series 2001-2 Notes"). The Series 2001-2 Notes, together with the Series
2000-1 Notes initially issued pursuant to the Note Purchase Agreement, the
Series 2001-1 Notes issued pursuant to the First Supplement and each series of
Additional Notes which may from time to time hereafter be issued pursuant to the
provisions of Section 2.2 of the Note Purchase Agreement, are collectively
referred to as the "Notes" (such term shall also include any such notes issued
in substitution therefor pursuant to Section 13 of the Note Purchase Agreement).
The Series 2001-2 Notes shall be substantially in the form set out in Exhibit 1
hereto, with such changes therefrom, if any, as may be approved by the
Purchasers and the Obligors.
1
2. Subject to the terms and conditions hereof and as set forth in the Note
Purchase Agreement and on the basis of the representations and warranties
hereinafter set forth, the Obligors agree to issue and sell to each Purchaser,
and each Purchaser agrees to purchase from the Obligors, Series 2001-2 Notes in
the principal amount set forth opposite such Purchaser's name on Schedule A
hereto at a price of 100% of the principal amount thereof on the closing date
hereafter mentioned.
3. The sale and purchase of the Series 2001-2 Notes to be purchased by each
Purchaser shall occur at the offices of Xxxxxxx and Xxxxxx, 000 Xxxx Xxxxxx
Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, at 11:00 A.M. Chicago time, at a closing (the
"Closing") on April 5, 2001 or on such other Business Day thereafter on or prior
to April 30, 2001 as may be agreed upon by the Obligors and the Purchasers. At
the Closing, the Obligors will deliver to each Purchaser the Series 2001-2 Notes
to be purchased by such Purchaser in the form of a single Series 2001-2 Note (or
such greater number of Series 2001-2 Notes in denominations of at least $100,000
as such Purchaser may request) dated the date of the Closing and registered in
such Purchaser's name (or in the name of such Purchaser's nominee), against
delivery by such Purchaser to the Obligors or their order of immediately
available funds in the amount of the purchase price therefor by wire transfer of
immediately available funds for the account of the Obligors to account number
00000-00000 at Bank of America, 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx,
Xxxxxxxxxx, ABA No. 000000000. If, at the Closing, the Obligors shall fail to
tender such Series 2001-2 Notes to any Purchaser as provided above in this
Section 3, or any of the conditions specified in Section 4 shall not have been
fulfilled to any Purchaser's satisfaction, such Purchaser shall, at such
Purchaser's election, be relieved of all further obligations under this Second
Supplement, without thereby waiving any rights such Purchaser may have by reason
of such failure or such nonfulfillment.
4. The obligation of each Purchaser to purchase and pay for the Series
2001-2 Notes to be sold to such Purchaser at the Closing is subject to the
fulfillment to such Purchaser's satisfaction, prior to the Closing, of each of
the conditions set forth in Section 4 of the Note Purchase Agreement with
respect to the Series 2001-2 Notes to be purchased at the Closing, and to the
following additional conditions:
(a) Except as supplemented, amended or superceded by the
representations and warranties set forth in Exhibit A hereto, each of the
representations and warranties of the Obligors set forth in Section 5 of
the Note Purchase Agreement shall be correct as of the date of Closing and
each Obligor shall have delivered to each Purchaser an Officer's
Certificate, dated the date of the Closing certifying that such condition
has been fulfilled.
(b) Contemporaneously with the Closing, the Obligors shall sell to
each Purchaser, and each Purchaser shall purchase, the Series 2001-2 Notes
to be purchased by such Purchaser at the Closing as specified in Schedule
A.
2
5. (a) Required Payments. On April 5, 2011 the entire principal amount of
the Series 2001-2 Notes shall become due and payable.
(b) Optional Prepayments. The Series 2001-2 Notes are subject to
prepayment at the option of the Obligors in the manner and with the effect
set forth in Section 8.2 of the Note Purchase Agreement.
(c) Prepayment of Notes upon an Asset Disposition. The Series 2001-2
Notes are subject to prepayment at the option of the Obligors in the manner
and with the effect set forth in Section 8.3 of the Note Purchase
Agreement.
(d) Allocation of Partial Prepayments. In the case of each partial
prepayment of the Series 2001-2 Notes pursuant to the provisions of Section
8.2 of the Note Purchase Agreement, the principal amount of the Series
2001-2 Notes to be prepaid shall be allocated among all of the Series
2001-2 Notes at the time outstanding in proportion, as nearly as
practicable, to the respective unpaid principal amounts thereof.
(e) Make-Whole Amount for Series 2001-2 Notes. The term "Make-Whole
Amount" means, with respect to any Series 2001-2 Note, an amount equal to
the excess, if any, of the Discounted Value of the Remaining Scheduled
Payments with respect to the Called Principal of such Series 2001-2 Note
over the amount of such Called Principal, provided that the Make-Whole
Amount may in no event be less than zero. For the purposes of determining
the Make-Whole Amount, the following terms have the following meanings:
"Called Principal" means, with respect to any Series 2001-2 Note, the
principal of such Series 2001-2 Note that is to be prepaid pursuant to
Section 8.2 of the Note Purchase Agreement or has become or is declared to
be immediately due and payable pursuant to Section 12.1 of the Note
Purchase Agreement, as the context requires.
"Discounted Value" means, with respect to the Called Principal of any
Series 2001-2 Note, the amount obtained by discounting all Remaining
Scheduled Payments with respect to such Called Principal from their
respective scheduled due dates to the Settlement Date with respect to such
Called Principal, in accordance with accepted financial practice and at a
discount factor (applied on the same periodic basis as that on which
interest on the Series 2001-2 Notes is payable) equal to the Reinvestment
Yield with respect to such Called Principal.
3
"Reinvestment Yield" means, with respect to the Called Principal of
any Series 2001-2 Note, 0.50% over the yield to maturity implied by (i) the
yields reported, as of 10:00 A.M. (New York City time) on the second
Business Day preceding the Settlement Date with respect to such Called
Principal, on the display designated as "PX-1" on the Bloomberg Financial
Market Services Screen (or such other display as may replace Page PX-1 on
Bloomberg Financial Market Services Screen) for actively traded U.S.
Treasury securities having a maturity equal to the Remaining Average Life
of such Called Principal as of such Settlement Date, or (ii) if such yields
are not reported as of such time or the yields reported as of such time are
not ascertainable, the Treasury Constant Maturity Series Yields reported,
for the latest day for which such yields have been so reported as of the
second Business Day preceding the Settlement Date with respect to such
Called Principal, in Federal Reserve Statistical Release H. 15 (519) (or
any comparable successor publication) for actively traded U.S. Treasury
securities having a constant maturity equal to the Remaining Average Life
of such Called Principal as of such Settlement Date. Such implied yield
will be determined, if necessary, by (a) converting U.S. Treasury xxxx
quotations to bond-equivalent yields in accordance with accepted financial
practice and (b) interpolating linearly between (1) the actively traded
U.S. Treasury security with a maturity closest to and greater than the
Remaining Average Life and (2) the actively traded U.S. Treasury security
with a maturity closest to and less than the Remaining Average Life.
"Remaining Average Life" means, with respect to any Called Principal,
the number of years (calculated to the nearest one-twelfth year) obtained
by dividing (i) such Called Principal into (ii) the sum of the products
obtained by multiplying (a) the principal component of each Remaining
Scheduled Payment with respect to such Called Principal by (b) the number
of years (calculated to the nearest one-twelfth year) that will elapse
between the Settlement Date with respect to such Called Principal and the
scheduled due date of such Remaining Scheduled Payment.
"Remaining Scheduled Payments" means, with respect to the Called
Principal of any Series 2001-2 Note, all payments of such Called Principal
and interest thereon that would be due after the Settlement Date with
respect to such Called Principal if no payment of such Called Principal
were made prior to its scheduled due date, provided that if such Settlement
Date is not a date on which interest payments are due to be made under the
terms of the Series 2001-2 Notes, then the amount of the next succeeding
scheduled interest payment will be reduced by the amount of interest
accrued to such Settlement Date and required to be paid on such Settlement
Date pursuant to Section 8.2 or 12.1 of the Note Purchase Agreement.
"Settlement Date" means, with respect to the Called Principal of any
Series 2001-2 Note, the date on which such Called Principal is to be
prepaid pursuant to Section 8.2 of the Note Purchase Agreement or has
become or is declared to be immediately due and payable pursuant to Section
12.1 of the Note Purchase Agreement, as the context requires.
6. Each Purchaser represents and warrants that the representations and
warranties set forth in Section 6 of the Note Purchase Agreement are true and
correct on the date hereof with respect to the purchase of the Series 2001-2
Notes by such Purchaser.
7. The Purchasers and the Obligors agree that, with respect to the Series
2001-2 Notes:
(a) Section 10.2 of the Note Purchase Agreement shall read as follows:
4
"Section 10.2. Consolidated Adjusted Net Worth. The Obligors will
not at any time permit Consolidated Adjusted Net Worth to be an amount
less than the sum of (a) $250,000,000 plus (b) 25% of cumulative
Consolidated Net Income for each Specified Fiscal Period ending after
December 31, 2000, provided that notwithstanding that Consolidated Net
Income for any elapsed Specified Fiscal Period may be a deficit
figure, no reduction as a result thereof shall be made in the sum to
be maintained pursuant hereto."
(b) The term "Specified Assets" set forth in Schedule B to the Note
Purchase Agreement shall read as follows:
"`Specified Assets' means assets that are the subject of
Specified Transactions to which RMC or any Restricted
Subsidiary is a party, which assets are, for any purpose
(including tax, state real estate, commercial law or
bankruptcy purposes), treated as assets of RMC or any
Restricted Subsidiary. Specified Assets shall be valued in the
manner such assets are valued for tax purposes."
8. The Obligors and each Purchaser agree to be bound by and comply with the
terms and provisions of the Note Purchase Agreement as fully and completely as
if such Purchaser were an original signatory to the Note Purchase Agreement.
5
The execution hereof shall constitute a contract between the Obligors
and the Purchaser(s) for the uses and purposes hereinabove set forth, and this
agreement may be executed in any number of counterparts, each executed
counterpart constituting an original but all together only one agreement.
THE XXXXXX MONDAVI CORPORATION
By ______________
Name:
Title:
R.M.E., INC.
By ______________
Name:
Title:
6
Accepted as of April ___, 2001:
GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY
By ______________
Name:
Title:
7
Accepted as of April ___, 2001:
FIRST COLONY LIFE INSURANCE COMPANY
By ______________
Name:
Title:
8
Accepted as of April ___, 2001:
GE GROUP LIFE ASSURANCE COMPANY
By ______________
Name:
Title:
9
INFORMATION RELATING TO PURCHASERS
PRINCIPAL AMOUNT OF
NAMES AND ADDRESSES OF PURCHASERS SERIES 2001-2 NOTES TO BE PURCHASED
GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY $13,500,000
c/o GE Financial Assurance
Account: General Electric Capital Assurance Company
Two Union Square, 000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Investment Department, Private Placements
Telephone Number: (000) 000-0000
Telefacsimile Number: (000) 000-0000
Payments
All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as "The
Xxxxxx Mondavi Corporation and R.M.E. Inc., 7.28% Series 2001-2 Senior Notes due
2011, PPN 77035* AG 2" principal, premium or interest) to:
Bankers Trust Company 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 SWIFT
Code: BKTR US 33 ABA #000000000 Account Number 00-000-000 FCC #097833
Ref: security description, coupon, maturity, PPN #, identify principal
or interest
Notices
All notices with respect to payments and written confirmation of each such
payment to be addressed:
GE Financial Assurance
Account: General Electric Capital Assurance Company
Two Union Square, 000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Investment Accounting
Telephone Number: (000) 000-0000
Telefacsimile Number: (000) 000-0000
SCHEDULE A
(to Second Supplement)
All other notices and communications (including original note agreement,
conformed copy of the note agreement, amendment requests, financial statements)
to be addressed as first provided above.
Name of Nominee in which Notes are to be issued: XXXXXXX & CO.
Taxpayer I.D. Number: 00-0000000
A-2
PRINCIPAL AMOUNT OF
NAMES AND ADDRESSES OF PURCHASERS SERIES 2001-2 NOTES TO BE PURCHASED
FIRST COLONY LIFE INSURANCE COMPANY $7,500,000
c/o GE Financial Assurance
Account: First Colony Life Insurance Company
Two Union Square, 000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Investment Department, Private Placements
Telephone Number: (000) 000-0000
Telefacsimile Number: (000) 000-0000
Payments
All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as "The
Xxxxxx Mondavi Corporation and R.M.E. Inc., 7.28% Series 2001-2 Senior Notes due
2011, PPN 77035* AG 2" principal, premium or interest) to:
Bankers Trust Company 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 SWIFT
Code: BKTR US 33 ABA #000000000 Account Number 00-000-000 FCC #098069
Ref: security description, coupon, maturity, PPN #, identify principal
or interest
Notices
All notices with respect to payments and written confirmation of each such
payment to be addressed:
GE Financial Assurance
Account: First Colony Life Insurance Company
Two Union Square, 000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Investment Accounting
Telephone Number: (000) 000-0000
Telefacsimile Number: (000) 000-0000
A-3
All other notices and communications (including original note agreement,
conformed copy of the note agreement, amendment requests, financial statements)
to be addressed as first provided above.
Name of Nominee in which Notes are to be issued: XXXXXXX & CO.
Taxpayer I.D. Number: 00-0000000
A-4
PRINCIPAL AMOUNT OF
NAMES AND ADDRESSES OF PURCHASERS SERIES 2001-2 NOTES TO BE PURCHASED
GE GROUP LIFE ASSURANCE COMPANY $6,000,000
c/o GE Financial Assurance
Account: GE Group Life Assurance Company
Two Union Square, 000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Investment Department, Private Placements
Telephone Number: (000) 000-0000
Telefacsimile Number: (000) 000-0000
Payments
All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as "The
Xxxxxx Mondavi Corporation and R.M.E. Inc., 7.28% Series 2001-2 Senior Notes due
2011, PPN 77035* AG 2" principal, premium or interest) to:
Bankers Trust Company 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 SWIFT
Code: BKTR US 33 ABA #000000000 Account Number 00-000-000 FCC #095037
Ref: security description, coupon, maturity, PPN #, identify principal
or interest
Notices
All notices with respect to payments and written confirmation of each such
payment to be addressed:
GE Financial Assurance
Account: GE Group Life Assurance Company
Two Union Square, 000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Investment Accounting
Telephone Number: (000) 000-0000
Telefacsimile Number: (000) 000-0000
A-5
All other notices and communications (including original note agreement,
conformed copy of the note agreement, amendment requests, financial statements)
to be addressed as first provided above.
Name of Nominee in which Notes are to be issued: XXXXXXX & CO.
Taxpayer I.D. Number: 00-0000000
A-6
PRINCIPAL AMOUNT OF
NAMES AND ADDRESSES OF PURCHASERS SERIES 2001-2 NOTES TO BE PURCHASED
GENERAL ELECTRIC CAPITAL ASSURANCE COMPANY $3,000,000
c/o GE Financial Assurance
Account: GECA LTC
Two Union Square, 000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Investment Department, Private Placements
Telephone Number: (000) 000-0000
Telefacsimile Number: (000) 000-0000
Payments
All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as "The
Xxxxxx Mondavi Corporation and R.M.E. Inc., 7.28% Series 2001-2 Senior Notes due
2011, PPN 77035* AG 2" principal, premium or interest) to:
Bankers Trust Company 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 SWIFT
Code: BKTR US 33 ABA #000000000 Account Number 00-000-000 FCC #097817
Ref: security description, coupon, maturity, PPN #, identify principal
or interest
Notices
All notices with respect to payments and written confirmation of each such
payment to be addressed:
GE Financial Assurance
Account: GECA LTC
Two Union Square, 000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Investment Accounting
Telephone Number: (000) 000-0000
Telefacsimile Number: (000) 000-0000
A-7
All other notices and communications (including original note agreement,
conformed copy of the note agreement, amendment requests, financial statements)
to be addressed as first provided above.
Name of Nominee in which Notes are to be issued: XXXXXXX & CO.
Taxpayer I.D. Number: 00-0000000
A-8
SUPPLEMENTAL REPRESENTATIONS
The Obligors, jointly and severally, represent and warrant to each
Purchaser that except as hereinafter set forth in this Exhibit A, each of the
representations and warranties set forth in Section 5 of the Note Purchase
Agreement is true and correct as of the date hereof with respect to the Series
2001-2 Notes with the same force and effect as if each reference to "Series
2000-1 Notes" set forth therein was modified to refer to the "Series 2001-2
Notes" and each reference to "this Agreement" therein was modified to refer to
the Note Purchase Agreement as supplemented by the First Supplement and by the
Second Supplement. The Section references hereinafter set forth correspond to
the similar sections of the Note Purchase Agreement which are supplemented
hereby:
Section 5.3. Disclosure. The Note Purchase Agreement, the documents,
certificates or other writings delivered to each Purchaser by or on behalf of
the Obligors in connection with the transactions contemplated by the Note
Purchase Agreement and the Second Supplement and the financial statements listed
in Schedule 5.5 to the Second Supplement, taken as a whole, do not contain any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein not misleading in light of the circumstances
under which they were made. Since June 30, 2000, there has been no change in the
financial condition, operations, business, properties or prospects of either
Obligor or any of their Subsidiaries except changes that individually or in the
aggregate could not reasonably be expected to have a Material Adverse Effect.
There is no fact known to either of the Obligors that could reasonably be
expected to have a Material Adverse Effect that has not been set forth herein or
in the other documents, certificates and other writings delivered to each
Purchaser by or on behalf of the Obligors specifically for use in connection
with the transactions contemplated hereby.
Section 5.4. Organization and Ownership of Shares of Restricted
Subsidiaries. (a) Schedule 5.4 to the Second Supplement contains (except as
noted therein) complete and correct lists (i) of the Restricted and Unrestricted
Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the
jurisdiction of its organization, and the percentage of shares of each class of
its capital stock or similar equity interests outstanding owned by the Obligors
and each other Subsidiary, and all other Investments of the Obligors and the
Restricted Subsidiaries, (ii) of the Obligors' Affiliates, other than
Subsidiaries, and (iii) of the Obligors' directors and senior officers.
Section 5.5. Financial Statements. The Obligors have delivered to each
Purchaser copies of the financial statements of RMC and its Subsidiaries listed
on Schedule 5.5 to the Second Supplement. All of said financial statements
(including in each case the related schedules and notes) fairly present in all
material respects the consolidated financial position of RMC and its
Subsidiaries as of the respective dates specified in such financial statements
and the consolidated results of their operations and cash flows for the
respective periods so specified and have been prepared in accordance with GAAP
consistently applied throughout the periods involved except as set forth in the
notes thereto (subject, in the case of any interim financial statements, to
normal year-end adjustments).
EXHIBIT A
(to Second Supplement)
Section 5.13. Private Offering by the Obligors. Neither the Obligors nor
anyone acting on their behalf has offered the Series 2001-2 Notes or any similar
securities for sale to, or solicited any offer to buy any of the same from, or
otherwise approached or negotiated in respect thereof with, any Person other
than the Purchasers and not more than 1 other Institutional Investors, each of
which has been offered the Series 2001-2 Notes at a private sale for investment,
and except that the Series 2000-1 Notes were offered and sold by the Obligors
and persons acting on their behalf under circumstances which, if such offering
and sale were integrated with the offering and sale of the Series 2001-2 Notes,
would not require the registration of the Series 2000-1 Notes or the Series
2001-2 Notes under the Securities Act. Neither the Obligors nor anyone acting on
their behalf has taken, or will take, any action that would subject the issuance
or sale of the Notes to the registration requirements of Section 5 of the
Securities Act.
Section 5.14. Use of Proceeds; Margin Regulations. The Obligors will apply
the proceeds of the sale of the Series 2001-2 Notes as set forth in Schedule
5.14 to the Second Supplement. No part of the proceeds from the sale of the
Series 2001-2 Notes pursuant to the Second Supplement will be used, directly or
indirectly, for the purpose of buying or carrying any margin stock within the
meaning of Regulation U of the Board of Governors of the Federal Reserve System
(12 CFR 221), or for the purpose of buying or carrying or trading in any
securities under such circumstances as to involve the Obligors in a violation of
Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a
violation of Regulation T of said Board (12 CFR 220). As used in this Section,
the terms "margin stock" and "purpose of buying or carrying" shall have the
meanings assigned to them in said Regulation U.
Section 5.15. Existing Indebtedness; Future Liens. (a) Schedule 5.15 to the
Second Supplement sets forth a complete and correct list of all outstanding
Indebtedness and Specified Transactions of the Obligors and the Subsidiaries as
of March 31, 2001, since which date there has been no Material change in the
amounts, interest rates, sinking funds, installment payments or maturities of
the Indebtedness of the Obligors or the Subsidiaries. Neither the Obligors nor
any Subsidiary is in default and no waiver of default is currently in effect, in
the payment of any principal or interest on any Indebtedness of the Obligors or
such Subsidiary and no event or condition exists with respect to any
Indebtedness of the Obligors or any Subsidiary that would permit (or that with
notice or the lapse of time, or both, would permit) one or more Persons to cause
such Indebtedness to become due and payable before its stated maturity or before
its regularly scheduled dates of payment.
A-2
5.4-2
SCHEDULE 5.4
SUBSIDIARIES OF THE OBLIGORS AND OWNERSHIP OF SUBSIDIARY STOCK
1. RESTRICTED SUBSIDIARIES:
NAME JURISDICTION OF PERCENT OF VOTING
OF SUBSIDIARY INCORPORATION STOCK OWNER OWNERSHIP
Xxxxxx Mondavi Affiliates California 100% The Xxxxxx Mondavi Corporation
dba Vichon Winery
R.M.E., Inc. California 100% The Xxxxxx Mondavi Corporation
Xxxxxx Mondavi Foreign Barbados 100% The Xxxxxx Mondavi Corporation
Sales Corp.
Vintage Chips Co. California 100% The Xxxxxx Mondavi Corporation
Xxxxxx Mondavi Imports, Inc. California 100% The Xxxxxx Mondavi Corporation
Vichon S.A.R.L. France 100% The Xxxxxx Mondavi Corporation
Xxxxxx Mondavi GmbH. Germany 100% The Xxxxxx Mondavi Corporation
Xxxxxxxx Vineyard & Winery California 100% The Xxxxxx Mondavi Corporation
Xxxxx Xxxxxxxx & Winery, California 100% R.M.E., Inc.
Inc.
Xxxxxx Mondavi Winery California 100% R.M.E., Inc.
Xxxxxx Mondavi Properties, California 100% R.M.E., Inc.
Inc.
Xxxxxx Mondavi Export Sales California 100% Xxxxxx Mondavi Winery
Company
Xxxxxx Mondavi Investments California 100% Xxxxxx Mondavi Properties, Inc.
Inversiones RMC Limitada Chile 100% The Xxxxxx Mondavi Corporation
(99%)
R.M.E., Inc. (1%)
SCHEDULE 5.4
(to Second Supplement)
SCHEDULE 5.5
Financial Statements
I. The Xxxxxx Mondavi Corporation SEC Form 10-Q for the fiscal quarter
ended December 31, 2000.
II. The Xxxxxx Mondavi Corporation SEC Form 10-Q for the fiscal quarter
ended September 30, 2000.
III. The Xxxxxx Mondavi Corporation SEC Form 10-K for the fiscal year
ended June 30, 2000.
SCHEDULE 5.5
(to Second Supplement)
SCHEDULE 5.14
Use of Proceeds
On the date of the Closing, RMC shall transfer to RME $30,000,000 aggregate
principal amount of the liabilities outstanding under those certain revolving
lines of credit with Bank of America and Rabobank Nederland under and pursuant
to which the RMC and RME are jointly and severally obligated. Upon receipt by
RMC of the $30,000,000 proceeds from the sale of the Notes, RMC will transfer
100% of the proceeds to RME and RME will thereupon use $15,000,000 of the
proceeds to pay down the Bank of America line of credit and $15,000,000 of the
proceeds to pay down the Rabobank line of credit.
SCHEDULE 5.14
(to Second Supplement)
SCHEDULE 5.15
EXISTING INDEBTEDNESS
BORROWED MONEY
LENDER BALANCE
Bank of America Revolving Line of Credit $61,700,000
Rabobank Nederland Revolving Line of Credit 50,800,000
Metropolitan Life Insurance Company 29,413,600
Franklin Life Insurance Company 7,353,400
Xxxx Xxxxxxx--Central Coast 3,575,184
Xxxx Xxxxxxx--Carneros #1 6,195,221
Xxxx Xxxxxxx--Carneros #2 3,492,157
Mass Mutual Life Insurance Co.--IFM 7,659,109
Mass Mutual Life Insurance Co.--Pension MG 4,124,136
Variable Annuity Life Insurance Company 5,891,623
American General Life Insurance Company 5,891,623
Lauderdale 201,909
American United Life 4,000,000
United of Omaha Life 5,000,000
Guardian Life 10,000,000
Mass Mutual Life 10,500,000
Mass Mutual Life 4,500,000
National Life 10,000,000
Life Insurance Co of the Southwest 5,000,000
Northwestern Mutual Life 20,000,000
Xxxxxxx National Life 25,000,000
State Life Insurance Company 1,000,000
Pacific Life 30,000,000
Mony Life 20,000,000
First Colony Life Insurance Company 15,000,000
Metropolitan Life Insurance Company 5,000,000
General American Life Insurance Company 10,000,000
C.M. Life Insurance Company 1,200,000
Massachusetts Mutual Life Insurance Company 8,800,000
Xxxxxxx National Life 10,000,000
Mutual of Omaha Insurance Company 5,000,000
Pacific Farm Credit Corp. 804,858
----------
GUARANTEES
By Xxxxxx Mondavi Corporation for and in favor of Supergrape, $15,102,000
L.L.C.
SCHEDULE 5.15
(to Second Supplement)
RMC and its Restricted Subsidiaries' Capitalized Leases outstanding as of
the date of Closing are as follows:
LESSOR LESSEE MATURITY BALANCE
B of A Leasing RMC 4/15/2003 $1,304,703
B of A Leasing RMC 5/1/2003 432,267
B of A Leasing RMC 6/15/2002 146,331
Sonapa Xxxxxxxx Xxxxxx Mondavi Properties 12/31/2010 1,800,000
Other Xxxxxxxx 28,587
SPECIFIED TRANSACTIONS of RMC and its Restricted Subsidiaries as of the
date of Closing are as follows:
PARTICIPANT COMMITMENT TOTAL OUTSTANDING
VINEYARDS
Xxxxxx Trust & Savings Bank $30,000,000
Bank of America, N.A. 35,000,000
Credit Agricole Indosuez 20,000,000
Co-operative Centrale Raeffersen -
Boerenleen Bank, B.A. 20,000,000
Pacific Coast Farm Credit Services 10,000,000
----------
TOTAL $115,000,000 $62,740,773.61
=========== =============
DISTRIBUTION CENTER
Xxxxxx Trust & Savings Bank $10,200,000
Bank of America, N.A. 6,800,000
-----------
TOTAL $17,000,000 8,681,587.94
========== ============
PRODUCTION EQUIPMENT
Bank of America $16,000,000 4,891,800.00
---------- ------------
TOTAL $148,000,000 $76,314,161.55
=========== =============
5.15-2
[FORM OF SERIES 2001-2 NOTE]
THE XXXXXX MONDAVI CORPORATION
AND
R.M.E., INC.
7.28% SERIES 2001-2 SENIOR NOTE, DUE APRIL 5, 2011
No. [_________] [Date]
$[____________] PPN 77035* AG 2
FOR VALUE RECEIVED, the undersigned, THE XXXXXX MONDAVI CORPORATION, a
California corporation ("RMC"), and R.M.E., INC., a California corporation
("RME," RMC and RME are each being hereinafter sometimes individually referred
to as an "Obligor" and collectively as the "Obligors"), hereby, jointly and
severally, promise to pay to [________________], or registered assigns, the
principal sum of [________________] DOLLARS on April 5, 2011, with interest
(computed on the basis of a 360-day year of twelve 30-day months) (a) on the
unpaid balance thereof at the rate of 7.28% per annum from the date hereof,
payable semiannually, on the 5th day of April and October in each year,
commencing on the first of such dates after the date hereof, until the principal
hereof shall have become due and payable, and (b) to the extent permitted by law
on any overdue payment (including any overdue prepayment) of principal, any
overdue payment of interest and any overdue payment of any Make-Whole Amount (as
defined in the Second Supplement referred to below), payable semiannually as
aforesaid (or, at the option of the registered holder hereof, on demand), at a
rate per annum from time to time equal to the greater of (i) 8.28% or (ii) 1%
over the rate of interest publicly announced by Bank of America National Trust &
Savings Association from time to time in Chicago, Illinois as its "base" or
"prime" rate.
Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at the offices of RMC, in Oakville, California, or at such other place
as the Obligors shall have designated by written notice to the holder of this
Note as provided in the Note Purchase Agreement referred to below.
This Note is one of the 7.28% Series 2001-2 Senior Notes, due April 5, 2011
(the "Notes"), which were issued pursuant to a Second Supplement, dated as of
April 5, 2001 (the "Second Supplement"), to the Note Purchase Agreement, dated
as of March 28, 2000 (as from time to time amended, supplemented or modified,
including by the First Supplement dated as of January 30, 2001 and by the Second
Supplement, the "Note Purchase Agreement"), between the Obligors, the Purchasers
named therein and Additional Purchasers of Notes from time to time issued
pursuant to any Supplement to the Note Purchase Agreement. This Note and the
holder hereof are entitled equally and ratably with the holders of all other
Notes of all series from time to time outstanding under the Note Purchase
Agreement to all the benefits provided for thereby or referred to therein. Each
holder of this Note will be deemed, by its acceptance hereof, to have made the
representation set forth in Section 6.2 of the Note Purchase Agreement, provided
that such holder may (in reliance upon information provided by the Obligors,
which shall not be unreasonably withheld) make a representation to the effect
that the purchase by such holder of any Note will not constitute a non-exempt
prohibited transaction under Section 406(a) of ERISA.
EXHIBIT 1
(to Second Supplement)
This Note is registered with the Obligors and, as provided in the Note
Purchase Agreement, upon surrender of this Note for registration of transfer,
duly endorsed, or accompanied by a written instrument of transfer duly executed,
by the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note of an identical series and tranche for a like principal
amount will be issued to, and registered in the name of, the transferee. Prior
to due presentment for registration of transfer, the Obligors may treat the
person in whose name this Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the Obligors will not be
affected by any notice to the contrary.
This Note is not subject to regularly scheduled prepayments of principal
prior to maturity. This Note is subject to optional prepayment, in whole or from
time to time in part, at the times and on the terms specified in the Note
Purchase Agreement, but not otherwise.
If an Event of Default, as defined in the Note Purchase Agreement, occurs
and is continuing, the principal of this Note may be declared or otherwise
become due and payable in the manner, at the price (including any applicable
Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.
This Note shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of Illinois
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.
THE XXXXXX MONDAVI CORPORATION
By ___________________________
Name:
Title:
R.M.E., INC.
By ___________________________
Name:
Title:
