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THE CHALONE WINE GROUP, LTD.
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FIRST AMENDMENT, CONSENT AND WAIVER
Dated as of February 8, 2001
To
NOTE PURCHASE AGREEMENT
Dated as of September 15, 2000
and
the NOTES Dated September 15, 2000
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Re: $5,000,000 8.75% Senior Guaranteed Notes, Series A, Due September 15, 2010
$10,000,000 8.78% Senior Guaranteed Notes, Series B, Due September 15, 2010
$15,000,000 8.90% Senior Guaranteed Notes, Series C, Due September 15, 2010
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FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT AND THE NOTES
THIS FIRST AMENDMENT, CONSENT AND WAIVER dated as of February
8, 2001 (the or this "FIRST AMENDMENT") to the Note Purchase Agreement dated as
of September 15, 2000 and the Notes dated September 15, 2000 is among The
Chalone Wine Group, Ltd., a California corporation ("COMPANY"), the Subsidiary
Guarantors (as defined below) and Farm Credit Services of America, PCA and
AgStar Financial Services, PCA DBA Farm Credit Services Commercial Finance Group
(collectively, the "NOTEHOLDERS ").
RECITALS:
A. The Company and the Noteholders have heretofore entered
into that certain Note Purchase Agreement dated as of September 15, 2000 (the
"NOTE AGREEMENT"). The Company has heretofore issued its $5,000,000 8.75% Senior
Guaranteed Notes, Series A, Due September 15, 2010 bearing PPN 157639 A* 6 (the
"SERIES A NOTES"), dated September 15, 2000, its $10,000,000 8.78% Senior
Guaranteed Notes, Series B, Due September 15, 2010 bearing PPN 157639 A@ 4 (the
"SERIES B NOTES"), dated September 15, 2000 and its $15,000,000 8.90% Senior
Guaranteed Notes, Series C, Due September 15, 2010 bearing PPN 157639 A# 2 and
dated September 15, 2000 (the "SERIES C NOTES"; the Series A Notes, the Series B
Notes and the Series C Notes are hereinafter collectively referred to as the
"NOTES") pursuant to the Note Agreement. The Noteholders are the holders of 100%
of the principal amount of the Notes presently outstanding.
B. Xxxx Valley Vineyard, a California general partnership
("XXXX VALLEY") and SHW Equity Co., a Washington corporation ("SHW") (Xxxx
Valley and SHW are hereinafter collectively referred to as the "SUBSIDIARY
GUARANTORS ") have heretofore entered into those certain Subsidiary Guarantee
Agreements, each dated as of September 15, 2000 (collectively, the "SUBSIDIARY
GUARANTEE AGREEMENTS ") under and pursuant to which each of the Subsidiary
Guarantors guaranteed the payment of the Notes and the performance by the
Company of its obligations under the Note Agreement.
C. The Company is in default of certain of the covenants set
forth in the Note Agreement and the Company and the Noteholders now desire to
amend the Note Agreement and the Notes as of February 8, 2001 (the "EFFECTIVE
DATE") in the respects, but only in the respects, hereinafter set forth.
Pursuant to Section 17.1 of the Note Agreement, since this First Amendment
includes a change in the rate of interest on the Notes, the consent of the
holders of 100% of the aggregate principal amount of the outstanding Notes is
required to amend the Note Agreement as contemplated herein. The Subsidiary
Guarantors now desire to affirm their respective obligations under the
Subsidiary Guarantee Agreements.
D. All requirements of law have been fully complied with and
all other acts and things necessary to make this First Amendment a valid, legal
and binding instrument according to its terms for the purposes herein expressed
have been done or performed.
NOW, THEREFORE, upon the full and complete satisfaction of the
conditions precedent to the effectiveness of this First Amendment set forth in
ss.6 hereof, the Company, the Subsidiary Guarantors and the Noteholders, for
good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, do hereby agree as follows:
SECTION 1 DEFINITIONS; REFERENCES. Unless otherwise specifically defined
herein, each term used herein which is defined in the Note Agreement shall have
the meaning assigned to such term in the Note Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Note Agreement shall from and after the date hereof refer to
the Note Agreement as amended hereby.
SECTION 2 AMENDMENTS.
(a) The first sentence of Section 1.1 of the Note Agreement shall be and
the same is hereby amended to read as follows:
"The Company will authorize the issue and sale of (i) $5,000,000 8.90%
Senior Guaranteed Notes, Series A, Due September 15, 2010 (the "Series A
Notes"); (ii) $10,000,000 8.93% Senior Guaranteed Notes, Series B, Due
September 15, 2010 (the "Series B Notes"); and (iii) $15,000,000 9.05%
Senior Guaranteed Notes, Series C, Due September 15, 2010 (the "Series C
Notes", and together with the Series A Notes and the Series B Notes, the
"Notes", such term to include any such notes issued in substitution
therefor pursuant to Section 13 of this Agreement)."
(b) Exhibit 1-A, 1-B and 1-C to the Note Agreement shall be and the same
are hereby amended in their entirety by substituting Exhibit 1-A, 1-B and 1-C
attached hereto in place of said Exhibits 1-A, 1-B and 1-C.
(c) Schedule B to the Note Agreement shall be and is hereby amended by
the addition thereto of the following definition:
"CONSOLIDATED DEPRECIATION AND AMORTIZATION EXPENSE" for any period
shall mean on a consolidated basis all depreciation and amortization
expense of the Company and its Restricted Subsidiaries (to the extent
deducted in determining Consolidated Net Income).
(d) Section 10.5 of the Note Agreement shall be and is hereby amended in
its entirety to read as follows:
"10.5 Interest Coverage; Funded Debt to Earnings Coverage.
(a) The Company shall at all times keep and maintain the ratio of
Consolidated Net Income Available for Consolidated Interest Expense to
Consolidated Interest Expense, calculated on a Rolling Four Quarter
basis (i) at the end of each fiscal quarter beginning as of the quarter
ending December 31, 2000 and ending as of the quarter ending
December 31, 2001, of at least 1.5 to 1.0 and (ii) at the end of each
fiscal quarter ending after December 31, 2001, of at least 2.0 to 1.0.
(b) The Company shall at all times keep and maintain the ratio of (i)
the sum (without duplication) of (x) Consolidated Current Debt and (y)
Consolidated Funded Debt to (ii) the sum of (x) Consolidated Net Income
Available for Consolidated Interest Expense and (y) Consolidated
Depreciation and Amortization Expense, calculated on a Rolling Four
Quarter basis (1) at the end of each fiscal quarter ending on or prior
to June 30, 2001, of not more than 5.2 to 1.0, (2) at the end of each
fiscal quarter ending after June 30, 2001 and on or prior to March 31,
2002, 5.0 to 1.0, (3) at the end of each fiscal quarter ending after
March 31, 2002 on or prior to March 31, 2003, of not more than 4.5 to
1.0, and (4) at the end of each fiscal quarter ending thereafter, of not
more than 3.5 to 1.0."
SECTION 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY. To induce the
Noteholders to execute and deliver this First Amendment (which representations
shall survive the execution and delivery of this First Amendment), each of the
Company and the Subsidiary Guarantors represent and warrant to the Noteholders
that:
(a) since September 30, 2000, there has been no change in the condition,
financial or otherwise, of the Company and its Subsidiaries as shown on the
consolidated balance sheet as of such date except changes in the ordinary course
of business, none of which individually or in the aggregate has had, or
reasonably could be expected to have, a Material Adverse Effect;
(b) this First Amendment has been duly authorized, executed and
delivered by it and this First Amendment constitutes the legal, valid and
binding obligation, contract and agreement of the Company and Subsidiary
Guarantors enforceable against it in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally and general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or in law);
(c) the Note Agreement, as amended by this First Amendment,
constitutes the legal, valid and binding obligation, contract and agreement of
the Company enforceable against it in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors' rights generally and general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or in law);
(d) the execution, delivery and performance by the Company and
Subsidiary Guarantors of this First Amendment (i) has been duly authorized by
all requisite corporate action and, if required, shareholder action, (ii) does
not require the consent or approval of any governmental or regulatory body or
agency, and (iii) will not (A) violate (1) any provision of law, statute, rule
or regulation or its certificate of incorporation or bylaws, (2) any order of
any court or any rule, regulation or order of any other agency or government
binding upon it, or (3) any provision of any material indenture, agreement or
other instrument to which it is a party or by which its properties or assets are
or may be bound, including, without limitation, the Credit Agreement, or (B)
result in a breach or constitute (along or with due notice or lapse of time or
both) a default under any indenture, agreement or other instrument referred to
in clause (iii)(A)(3) of this ss.3(d);
(e) as of the date hereof and after giving effect to this First
Amendment, no Default or Event of Default has occurred which is continuing; and
(f) except as otherwise set forth in the Schedules to the Note Agreement
or on Schedule I hereto, all the representations and warranties contained in
ss.5 of the Note Agreement are true and correct in all material respects with
the same force and effect as if made by the Company and Subsidiary Guarantors on
and as of the date hereof.
SECTION 4 AFFIRMATION OF SUBSIDIARY GUARANTEE AGREEMENTS. Each of the
Subsidiary Guarantors hereby affirm each of their obligations under their
respective Subsidiary Guarantee Agreements after giving effect to this First
Amendment.
SECTION 5 AGREEMENTS,
(a) Upon and by virtue of this First Amendment becoming effective as
herein contemplated, the failure of the Company to comply with the provisions of
Section 10.5 of the Note Agreement on or prior to the Effective Date which
constitutes an Event of Default under the Note Agreement shall be deemed to have
been waived by the Noteholders.
(b) The Company understands and agrees that the waivers contained in
this ss.5 pertain only to the matters and to the extent herein described and not
to any other actions of the Company under, or matters arising in connection
with, the Note Agreement or the Notes or to any rights which the Noteholders
have arising by virtue of any such other actions or matters.
(c) In consideration of the agreement of the Noteholders to waive the
existing Event of Default under the Note Agreement described above and to
consent to amend the Note Agreement and the Notes in the respects set forth in
ss.2 hereof, the Company and the Noteholders agree that the Notes shall be
deemed (i) to bear interest from the Effective Date at the following rates, (A)
with respect to the Series A Notes, 8.90%, (B) with respect to the Series B
Notes, 8.93%, and (C) with respect to the Series C Notes, 9.05%, and (ii) to
bear interest on overdue payments at the following rates, (A) with respect to
the Series A Notes, 10.90%, (B) with respect to the Series B Notes, 10.93%, and
(C) with respect to the Series C Notes, 11.05%; in each case per annum from the
Effective Date, computed on the basis of a 360-day year of twelve 30-day months,
and in the manner and to the extent more fully set forth in the form of the
Notes attached hereto as Exhibits 1-A, 1-B and 1-C; PROVIDED THAT from and after
the date on which the Company delivers the certificate of a Senior Financial
Officer pursuant to Section 7.2(a) of the Note Agreement which certifies that
the ratio of Consolidated Net Income Available for Consolidated Interest Expense
to Consolidated Interest Expense, calculated on a Rolling Four Quarter basis at
the end of any fiscal quarter is at least 2.0 to 1.0 and is maintained on such
basis in an amount at least equal to 2.0 to 1.0, the Notes shall be deemed to
bear interest at the rates in effect thereon on September 15, 2000. Upon the
happening of such interest rate change, the Noteholders and the Company agree to
execute and exchange revised Notes reflecting such interest rate change.
(d) In further consideration of the agreement of the Noteholders to
waive the existing Event of Default under the Note Agreement described above,
and to consent to amend the Note Agreement and the Notes in the respects set
forth in ss.2 hereof, the Company agrees that, within ten (10) Business Days
after the date hereof, the Company shall (i) deliver to the Noteholders the
guarantee of its subsidiary Canoe Ridge Vineyard, LLC, a Washington limited
liability company ("CANOE RIDGE"), with the effect that Canoe Ridge shall become
an "Additional Subsidiary Guarantor" within the meaning of the Note Agreement,
and shall cause Canoe Ridge to comply with the requirements of Section 10.11 of
the Note Agreement; and (ii) deliver to the Noteholders the favorable opinion of
counsel to the Company as to the matters set forth in ss.ss.3(b), 3(c) and 3(d)
hereof, which opinion shall be in form and substance satisfactory to the
Noteholders.
SECTION 6 CONDITIONS TO EFFECTIVENESS OF THIS AMENDMENT. This First
Amendment shall not become effective until, and shall become effective when,
each and every one of the following conditions shall have been satisfied:
(a) executed counterparts of this First Amendment, duly executed by the
Company, the Subsidiary Guarantors and the holders of 100% of the outstanding
principal of the Notes, shall have been delivered to the Noteholders;
(b) the Noteholders shall have received a written consent to this First
Amendment for purposes of Section 5.2(D)(v) of the Credit Agreement duly
executed by Cooperatieve Centrale RaiffeisenBoerenleenbank B.A., "Rabobank
Nederland", New York Branch, which consent shall be in form and substance
satisfactory to the Noteholders;
(c) the Noteholders shall have received evidence satisfactory to them
that the Credit Agreement has been amended substantially as proposed in the form
annexed hereto as Exhibit B;
(d) the representations and warranties of the Company and the Subsidiary
Guarantors set forth inss.3 hereof are true and correct on and with respect to
the date hereof;
(e) the Company shall have paid the reasonable fees and expenses of
XxXxxxxxx, Will & Xxxxx, counsel to the Noteholders, in connection with the
negotiation, preparation, approval, execution and delivery of this First
Amendment; and
(f) the Company shall have paid the amendment fee in the amount of
$30,000.00 pro rata to the Noteholders.
SECTION 7 MISCELLANEOUS.
(a) This First Amendment shall be construed in connection with and as
part of the Note Agreement and the Notes, and except as modified and expressly
amended by this First Amendment, all terms, conditions and covenants contained
in the Note Agreement and the Notes, as amended on the date hereof, are hereby
ratified and shall be and remain in full force and effect.
(b) Any and all notices, requests, certificates and other instruments
executed and delivered after the execution and delivery of this First Amendment
may refer to the Note
Agreement and the Notes without making specific references to this First
Amendment but nevertheless all such references shall include this First
Amendment unless the context otherwise requires.
(c) The descriptive headings of the various Sections or parts of this
First Amendment are for convenience only and shall not affect the meaning or
construction of any of the provisions hereof.
(d) This First Amendment shall be governed by and construed in
accordance with New York law
(e) The execution hereof by you shall constitute a contract between us
for the uses and purposes hereinabove set forth, and this first amendment may be
executed in any number of counterparts, each executed counterpart constituting
an original, but all together only one agreement.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written
THE CHALONE WINE GROUP, LTD.
By:
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Title
XXXX VALLEY VINEYARD
By: The Chalone Wine Group, Ltd.,
Managing General Partner
By:
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Title
SHW EQUITY CO.
By:
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Title
Accepted and Agreed: FARM CREDIT SERVICES OF AMERICA,
PCA
By:
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Title
Accepted and Agreed: AGSTAR FINANCIAL SERVICES, PCA,
DBA FARM CREDIT SERVICES
COMMERCIAL FINANCE GROUP
By:
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Title
SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER
THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this
"AMENDMENT"), dated as of February 9, 2001, is entered into by and among CHALONE
WINE GROUP, LTD. (the "BORROWER"), and COOPERATIEVE CENTRALE
RAIFFEISENBOERENLEENBANK B.A.,"RABOBANK NEDERLAND, NEW YORK BRANCH (THE "Bank"),
RECITALS
A. The Borrower and the Bank are parties to a Credit Agreement dated as
of March 31, 1999, as amended by a First Amendment to Credit Agreement dated as
of September 15, 2000 (as so amended, the "CREDIT AGREEMENT") pursuant to which
the Bank has extended certain credit facilities to the Borrower.
B. The Borrower has requested that the Bank agree to (i) amend the
required EBIT/Interest Expense ratio set forth in subsection 5.3(B) of the
Credit Agreement for the rolling 4-quarter period ended December 31, 2000, and
ending March 31, 2001, and (ii) waive the Event of Default arising from the
Borrower's noncompliance with subsection 5.3(B), prior to giving effect to this
Amendment, for the 4-quarter period ended December 31, 2000.
C. The Borrower has also requested that the Bank agree to waive the
Borrower's compliance with subsection 5.2(F)(g) of the Credit Agreement to
permit the Borrower to acquire the remaining 50% of the membership interests in
Canoe Ridge Vineyard LLC which are not already owned by the Borrower for
approximately $3,960,000 in cash, inasmuch as subsection 5.2(F)(g) would
prohibit the consummation of such Acquisition while any Event of Default exists
under the Credit Agreement.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto hereby agree as follows:
1. DEFINED TERMS. Unless otherwise defined herein, capitalized terms
used herein (including in the Recitals above and in the Consent and Agreement of
Guarantors attached hereto) shall have the meanings assigned to them in the
Credit Agreement.
2. AMENDMENT. Subject to the terms and conditions hereof, subsection
5.3(B) of the Credit Agreement is hereby amended and restated in its entirety as
follows:
"(B) The Borrower shall maintain, for each rolling 4-quarter
period, a ratio of (i) EBIT for such 4-quarter period to (ii)
Interest Expense for such 4-quarter period, in each case
determined in accordance with GAAP on a consolidated basis, of not
less than (A) 1.50 to 1.00, measured as of December 31, 2000, and
March 31, 2001, and (B) 2.00 to 1.00, measured as of the last day
of each fiscal quarter thereafter."
1.
3. WAIVERS.
(a) Subject to the terms and conditions hereof, the Bank hereby waives
the Event of Default resulting solely as a consequence of the Borrower's
noncompliance with the required EDIT/Interest Expense ratio set forth at
subsection 5.3(B) of the Credit Agreement, prior to giving effect to this
Amendment, for the 4-quarter period ended December 31, 2000.
(b) Subject to the terms and conditions hereof, the Bank hereby waives
compliance by the Borrower with the covenant set forth at subsection
5.2(F)(g)(ii) of the Credit Agreement, which provides in part that no
Acquisition may be effected while any Event of Default exists, solely to permit
the Borrower to acquire the remaining 5091' of the membership interests in Canoe
Ridge Vineyard LLC not already owned by the Borrower, thereby resulting in the
Borrower owning 100 (degree)% of the membership interests in such entity;
PROVIDED that (i) such Acquisition shall be subject in every other respect to
the terms and conditions of the Credit Agreement, and (ii) the total cash
consideration paid by the Borrower or any of its Subsidiaries for such
Acquisition shall not exceed $3,960,000 in the aggregate.
4. REQUIRED BANK CONSENT FOR FUTURE ACQUISITIONS. Without limiting
the operation of any other term or condition of the Credit Agreement (including,
without limitation, subsection 5.2(F)(g)), the Borrower agrees and acknowledges
that from and after the date hereof through March 31, 2001, it shall not effect
any Acquisition without the prior written consent of the Bank.
5. REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents and
warrants to the Bank as of the Effective Date, as follows:
(a) After giving effect to this Amendment, no Event of Default has
occurred and is continuing.
(b) All representations and warranties of the Borrower contained
in the Credit Agreement are true and correct.
(c) The Borrower is entering into this Amendment on the basis of
its own investigation and for its own reasons, without reliance upon the Bank or
any other Person.
6. EFFECTIVE DATE. This Amendment will become effective on the date
first above written (the "EFFECTIVE DATE"), PROVIDED that each of the following
conditions precedent is satisfied:
(a) The Bank has received (i) from the Borrower a duly executed
original (or, if elected by the Bank, an executed facsimile copy) of this
Amendment, and (ii) from each guarantor a duly executed original (or, if elected
by the Bank, an executed facsimile copy) of the Consent and Agreement of
Guarantors attached hereto.
(b) All representations and warranties contained herein are true
and correct as of the Effective Date.
2.
(c) The Bank has received an executed copy of the First Amendment,
Consent and Waiver dated as of February 8, 2001, among the Borrower, the
"Subsidiary Guarantors" (as therein defined), Farm Credit Services of America,
PCA, and AgStar Financial Services, PCA (d/b/a Farm Credit Services Commercial
Finance Group), in form and substance satisfactory to the Bank in its reasonable
discretion (such agreement, in form and substance reasonably satisfactory to the
Bank, the "First Amendment, Consent and Waiver").
7. CONSENT. The Bank hereby consents to the amendments to the Senior
Unsecured Notes effected by the First Amendment, Consent and Waiver for purposes
of subsection 5.2(D)(v) of the Credit Agreement.
8. RESERVATION OF RIGHTS. The Borrower acknowledges and agrees that
the Bank's execution and delivery of this Amendment shall not be deemed (i) to
create a course of dealing or otherwise obligate the Bank to forbear or execute
similar amendments or waivers under the same or similar circumstances in the
future, or (ii) to waive, relinquish or impair any right of the Bank to receive
any indemnity or similar payment from any Person as a result of any matter
arising from or relating to the subject matter of this Amendment. Nothing
contained herein shall be deemed a waiver of (or otherwise affect the Bank's
ability to enforce) any other Event of Default, including without limitation (i)
any Event of Default as may now or hereafter exist and arise from or otherwise
be related to the defaults waived under Section 3 above (the "Waived Defaults"),
and (ii) any Event of Default arising at any time after the Effective Date and
which is similar in type to any of the Waived Defaults.
9. MISCELLANEOUS
(a) All terms, covenants and provisions of the Credit Agreement
are and shall remain in full force and effect.
(b) This Amendment shall be binding upon and inure to the benefit
of the Borrower and the Bank and their respective successors and assigns. No
third party beneficiaries are intended in connection with this Amendment.
(c) This Amendment shall be governed by and construed in
accordance with the law of the State of California.
(d) This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all such counterparts together
shall constitute but one and the same instrument. Transmission of signatures of
any party by facsimile shall for all purposes be deemed the delivery of
original, executed counterparts thereof and the Bank is hereby authorized to
make sufficient photocopies thereof to assemble complete counterparty documents.
(e) This Amendment, together with the Credit Agreement, contains
the entire and exclusive agreement of the parties hereto with reference to the
matters discussed herein and therein. This Amendment supersedes all prior drafts
and communications with respect thereto. This Amendment may not be amended
except in accordance with the provisions of Section 7.1 of the Credit Agreement.
3.
(f) If any term or provision of this Amendment shall be deemed
prohibited by or invalid under any applicable law, such provision shall be
invalidated without affecting the remaining provisions of this Amendment or the
Credit Agreement, respectively.
(g) The Borrower covenants to pay to or reimburse the Bank, upon
demand, for all costs and expenses (including reasonable attorneys' fees)
incurred in connection with the development, preparation, negotiation, execution
and delivery of this Amendment.
(h) This Amendment constitutes a "Loan Document" under and for all
purposes of the Credit Agreement and the other Loan Documents.
[SIGNATURE PAGE FOLLOWS.]
4.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.
CHALONE WINE GROUP, LTD.
By: /s/XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
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Title: Pres/CFO
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COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND," NEW YORK BRANCH
By: /s/ XXXXXX XXXXXX
------------------------
Name: Xxxxxx Xxxxxx
----------------------
Title: Executive Director
---------------------
By: /s/ XXXXXX X. XXXXXXXXXXX
-------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
-----------------------
Title: Vice President
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5.
