EXHIBIT 10.1
AMENDED AND RESTATED AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT AND
AGREEMENT AND PLAN OF MERGER, dated as of June 7, 2000 (the "Restated
Amendment"), among NCP-SBG, L.P., a Delaware limited partnership ("Purchaser"),
NCP-SBG Recapitalization Corp., a Delaware corporation ("MergerCo"), and
Saratoga Beverage Group, Inc., a Delaware corporation (the "Company"). Undefined
capitalized terms used herein have the meanings ascribed in Section 8.1 of the
Agreement defined below.
W I T N E S S E T H:
WHEREAS, on January 5, 2000, the parties hereto entered into that certain
Stock Purchase Agreement and Agreement and Plan of Merger (the "Agreement");
WHEREAS, on May 31, 2000, the parties hereto entered into that certain
Amendment No. 1 to the Stock Purchase Agreement and Agreement and Plan of Merger
(the "Amendment"); and
WHEREAS, the parties to the Amendment desire to amend and restate the
Amendment.
NOW, THEREFORE, in consideration of the foregoing premises and respective
agreements made herein and of the mutual benefits to be derived therefrom, and
for other good and valuable consideration the receipt and adequacy of which is
hereby acknowledged, and intending to be legally bound hereby, the parties
hereto agree as follows:
1. Termination Date. June 21, 2000 shall be the replacement date for May
31, 2000 under Section 7.1(b) of the Agreement, provided that the designation of
such replacement date shall cease to be effective if MergerCo and Purchaser and
each Continuing Stockholder have not entered into definitive documentation
regarding the transactions contemplated in the Continuing Stockholders Term
Sheet (draft dated May 30, 2000) on or before June 9, 2000.
2. No Material Adverse Effect. Section 6.2(d) of the Agreement shall be
amended to replace the phrase "the date hereof through and including the
Effective Time" with the phrase "April 1, 2000 through and including May 31,
2000".
3. Representations, Performance, Etc. Each of MergerCo and Purchaser hereby
waives its rights under Section 6.2(a) of the Agreement regarding the
representations and the warranties of the Company in the second sentence of
Section 2.6 and in Sections 2.7 and 2.21 of the Agreement with respect to
Company Reports and the consolidated financial statements included in the
Company SEC Documents, in each case, for the fiscal year ended December 31,
1999.
4. Performance of Obligations. (a) MergerCo and Purchaser acknowledge that
the Company has fulfilled the condition set forth in Section 6.2(b) of the
Agreement for the period from January 5, 2000 through and including the date
hereof.
(b) The Company acknowledges that MergerCo and Purchaser have fulfilled the
condition set forth in Section 6.3(b) of the Agreement for the period from
January 5, 2000 through and including the date hereof.
(c) Sections 6.2(b) and 6.3(b) of the Agreement shall be amended to replace
the words "prior to" with the word "during the period commencing June 1, 2000
through and including".
5. Effect of Restated Amendment. Except as set forth in this Restated
Amendment, the Agreement shall remain in full force and effect.
6. Counterparts. This Restated Amendment may be executed in counterparts,
each of which shall be deemed an original and all of which shall together
constitute one and the same instrument.
7. Governing Law. This Restated Amendment shall be governed in all
respects, including as to validity, interpretation and effect, by the internal
laws of the State of New York without giving effect to the conflict of laws
rules thereof to the extent that application of the law of another jurisdiction
would be required thereby.
IN WITNESS WHEREOF, the parties have duly executed this Restated Amendment
as of the date first above written.
SARATOGA BEVERAGE GROUP, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Vice President
NCP-SBG RECAPITALIZATION CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
NCP-SBG, L.P.
By: NCP-SBG GP, L.L.C.
its General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Executive Vice President