May 11, 2004
Exhibit 10.70
May 11, 0000
Xxxx Xxxxxx Xxxxxxxx xx Xxxxxxx, XXX
|
XX Bank National Association | |
Farm Credit Services of Minnesota Valley, PCA,
DBA PCS Commercial Finance Group
|
Cöoperatieve Centrale Raiffeisen- Boerenleenbank B.A., “Rabobank International”, New York Branch | |
Farm Credit West, FLCA
|
Comerica Bank |
| Re: Amendment No, 1 to Amended and Restated Intercreditor and Collateral Agency Agreement dated as of April 19, 2002 |
Ladies and Gentlemen:
Reference is made to that certain Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of April 19, 2002, among the Noteholders named in Schedule I thereto (collectively, together with their successors and assigns, the “Noteholders”), the Facility Lenders named in Schedule II thereto (collectively, the “Facility Lenders”; together with the Noteholders, collectively hereinafter referred to as the Secured Parties), Cöoperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”, New York Branch, as administrative agent for the Facility Lenders, and Cöoperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”, New York Branch, as collateral agent for the Agent and the Secured Parties (the “Collateral Agent”) and acknowledged and agreed to by The Chalone Wine Group, Ltd., a California corporation (the “Company”), Xxxx Valley Vineyard, a California general partnership, SHW Equity Co,, Canoe Ridge Vineyard, LLC, Canoe Ridge Winery, Inc., and Xxxxxx Hills Winery Company Limited, a Washington corporation (as amended, restated, supplemented or otherwise modified through the date hereof, the “Intercreditor Agreement”; capitalized terms used herein and not otherwise defined shall have the meaning provided in the Intercreditor Agreement).
The parties wish to enter into this letter to amend the Intercreditor Agreement to add as Collateral thereunder a parcel of real property owned by the Company described on Exhibit A to that certain Deed of Trust dated as of the date hereof from the Company to North American Title Company, as Trustee, for the benefit of Cöoperatieve Centrale Raiffeisen - Boerenleenbank B.A., “Rabobank International”, New York Branch. The parties hereto acknowledge and agree that Exhibit B to the Intercreditor Agreement is hereby deleted in its entirety and replaced with Exhibit B attached hereto.
The parties acknowledge that concurrently herewith (a) the Company and the Noteholders are entering into a Second Amendment to Amended and Restated Note Purchase Agreement dated as of May 11, 2004, and (b) the Company, the Agent, Rabobank International as issuing fender and swingline lender and the Facility Lenders are entering into an Amended and Restated Credit Agreement dated as of May 11, 2004 and in connection therewith the Company, each
Farm Credit Services of America, et al.
May —, 2004
Page 2
Subsidiary Guarantor, and the Collateral Agent are entering into an amendment and restatement of the Security Agreements. The parties hereto hereby consent to such amendments and the transactions contemplated thereby.
In consideration of the foregoing amendment, each of the Collateral Agent and each Secured Party hereby represents and warrants that, both before and giving effect to such amendment, the representations and warranties of such party set forth in Section 3.2 of the Intercreditor Agreement are true and correct as if made on the date hereof, except any such representation or warranty which speaks to a specific date.
Notwithstanding anything contained in the foregoing to the contrary, the amendment made pursuant hereto will not in any way operate as an amendment or modification of the Intercreditor Agreement except as expressly provided herein.
This letter agreement may be executed in counterparts and each such counterpart shall be one and the same agreement. The parties agree that facsimile signatures shall be deemed to be original signatures for the purposes of this letter agreement.
This letter agreement shall be governed and construed in accordance with the laws of the State of New York, without giving effect to any conflicts of laws principles.
[signature page follows]
| Very truly yours, | ||
| Cöoperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”, New York Branch, As Agent |
||
| By: /s/ Xxxx X. XxXxxx | ||
| Name: Xxxx X. XxXxxx |
||
| Its: Executive Director | ||
| By: /s/ Xxxxxxx X. Xxxxxx | ||
| Name: Xxxxxxx X. Xxxxxx | ||
| Its: Executive Director | ||
| Cöoperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”, New York Branch, As Collateral Agent |
||
| By: /s/ Xxxx X. XxXxxx | ||
| Name: Xxxx X. XxXxxx |
||
| Its: Executive Director | ||
| By: /s/ Xxxxxxx X. Xxxxxx | ||
| Name: Xxxxxxx X. Xxxxxx |
||
| Its: Executive Director |
| ACKNOWLEDGED AND AGREED TO | ||
| THIS 11th DAY OF MAY, 2004: | ||
| Farm Credit Services Of America, PCA | ||
By:
|
/s/ Xxxxx X. Xxxxx
|
|
Name:
|
Xxxxx X. Xxxxx | |
Its:
|
Vice President | |
| Farm Credit Services of Minnesota Valley, PCA, | ||
| DBA FCS Commercial Finance Group | ||
By:
|
/s/ Xxxxx X. Xxxxxxx
|
|
Name:
|
Xxxxx X. Xxxxxxx | |
Its:
|
SVP Syndicated Finance | |
| Cöoperatieve Centrale Raiffeisen-Boerenleenbank | ||
| B.A., “Rabobank International”, New York Branch, | ||
| as a Facility Lender | ||
By:
|
/s/ Xxxx X. XxXxxx
|
|
Name:
|
Xxxx X. XxXxxx | |
Its:
|
Executive Director | |
By:
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/s/ Xxxxxxx X. Xxxxxx
|
|
Name:
|
Xxxxxxx X. Xxxxxx | |
Its:
|
Executive Director | |
| Farm Credit West, FLCA | ||
By:
|
/s/ Xxxx Xxxxxxxxxxx |
|
Name:
|
Xxxx Xxxxxxxxxxx | |
Its:
|
Senior Vice President | |
| U.S. Bank National Association | ||
By:
|
/s/ Xxxx X. Xxxxxxx
|
|
Name:
|
Xxxx X. Xxxxxxx | |
Its:
|
Vice President | |
| Comerica Bank | ||
By:
|
/s/ Xxxxxx Xxxx |
|
Name:
|
Xxxxxx Xxxx | |
Its:
|
Vice President | |
ACKNOWLEDGED AND AGREED TO THIS 11th DAY OF MAY, 2004:
| THE CHALONE WINE GROUP, LTD. | ||
By:
|
/s/ Xxxxx Xxxx |
|
Title:
|
VP and CFO | |
| XXXX VALLEY VINEYARD | ||
By:
|
The Chalone Wine Group Managing General Partner |
|
By:
|
/s/ Xxxxx Xxxx |
|
Title:
|
VP and CFO | |
| SHW EQUITY CO. | ||
By:
|
/s/ Xxxxx Xxxx |
|
Title:
|
VP and CFO | |
| CANOE RIDGE VINEYARD LLC | ||
By:
|
/s/ Xxxxx Xxxx |
|
Title:
|
VP and CFO | |
| CANOE RIDGE WINERY, INC. | ||
By:
|
/s/ Xxxxx Xxxx |
|
Title:
|
VP and CFO | |
| XXXXXX HILLS WINERY COMPANY LIMITED | ||
By:
|
/s/ Xxxxx Xxxx |
|
Title:
|
VP and CFO | |
Exhibit B
to
Intercreditor Agreement
Real Property
Real Property
All of the Mortgaged Property (as defined in the subject Deed of Trust) described in each Deed of Trust in each of the following locations:
Deeds of Trusts executed by the Company and/or various Subsidiary Guarantors for real properties bearing the following APN designations in the States of California and Washington:
APN
000-000-000
000-000-000
000-000-000
000-000-000
000-000-000
000-000-000
000-000-000
000-000-000
000-000-000
000-000-000
000-000-000
000-000-000
000-000-000
000-000-000
00-00-00-00-0000
00-00-00-00-0000
00-00-00-00-0000
00-00-00-00-0000
0-0000-000-0000-000
1-3055-200-0001-001
1-2554-400-0003-000
191221-41002
191211-42001
191221-13001
191221-14001
191221-31013
000-000-000
