EXHIBIT 10.1
FIRST AMENDMENT TO LEASE
This First Amendment to Lease (this "Amendment") is made as of
March 31, 1998, by and between Xxx Xxxxx and Xxxxxxxx X. Xxxxx, as Trustees
Under Declaration of Trust dated August 16, 1989; Xxxxxxxx X. Xxxxx and
Xxxxxxx Xxxxxxxx (also known as Xxxxxxx Xxxxxxxx), as Successor Co-Trustees
of the Testamentary Trust of Xxxxxx Laberere, Deceased; and Xxx Xxxxx (also
known as Xxxxxx X. Xxxxx, Xx.) and Xxxxxxxx X. Xxxxx, husband and wife,
(hereinafter, all of the above-referenced persons and entities are
collectively called "Lessor"); and Xxxxxx Vineyards California Inc. (formerly
Xxxxxx Vineyards and Management Co.), a California corporation (hereinafter
called "Lessee").
WHEREAS, Lessor and Lessee have entered into that certain Lease
made as of January 1, 1997 (the "Lease") with respect to certain real
property described in the Lease as the "Property".
WHEREAS, although the Lease refers to up to one thousand one
hundred (1,100) acres which Lessee has the option to lease, four hundred
forty-four and seven/tenths (444.7) acres in the area described on EXHIBIT A
attached hereto (the "Excluded Property") are not part of the Property and,
instead, are the subject of a Lease dated January 1, 1997, entered into by
and between Lessor, as lessor, and Canandaigua West, Inc. and Canandaigua
Wine Company, Inc. (collectively, "Canandaigua"), as lessee.
WHEREAS, Lessor and Lessee desire to amend the Lease to exclude the
Excluded Property from the "Property" and from the takedown calculations
described in Paragraph 1 of the Lease.
NOW, THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto agree as follows:
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1. The Property shall not include the "Excluded Property". The
amendment effected by this paragraph shall be effective as of January 1, 1997.
2. For the purpose of making the calculations described in
clauses (b)(ii)A and (b)(ii)B of the first sentence of the first grammatical
paragraph of Paragraph 1 of the Lease and for any other purpose for which it
is necessary to calculate the amount of acreage leased in the Initial
Takedown, the amount of acreage leased in the Initial Takedown shall be
conclusively deemed to be 644.7 acres (the 200 acres leased by Lessee in 1997
plus the 444.7 acres leased by Lessor to Canandaigua).
3. Lessor acknowledges that: (a) the letter dated March 31, 1997,
from Xxxxx X. Xxxxxx of Lessee to both of Lessor's Representatives satisfies
the Initial Takedown requirements of Paragraph 1 of the Lease and (b) the
maximum acreage which Lessee may lease in 1998, 1999 and 2000 has not been
reduced or diminished as a result of the Initial Takedown (except by reason
of the exclusion of the Excluded Property). Lessor further acknowledges
that: (a) the letter dated March 11, 1998 from Xxxxx Xxxxxx of Lessee to
both of Lessor's Representatives satisfies the requirements of Paragraph 1 of
the Lease and (b) the maximum acreage which Lessee may lease in 1999 and in
2000 has not been reduced or diminished as a result of the 1998 subsequent
takedown.
4. The parties hereto agree to execute and have acknowledged a
Memorandum of Lease Amendment for purposes of recording in Monterey County,
California, which Memorandum shall be in the form prepared by Lessee.
5. All terms which are capitalized herein but not defined herein
shall have the meanings assigned to them in the Lease.
6. Except as specifically modified herein, the Lease shall remain
in full force and effect without modification.
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7. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the day and year written above.
LESSOR: LESSEE:
/s/ Xxx Xxxxx
-------------------------------- XXXXXX VINEYARDS CALIFORNIA
XXX XXXXX, individually and INC. (formerly Xxxxxx
as Trustee Under Declaration Vineyards and Management Co.),
of Trust dated August 16, 1989 a California corporation
/s/ Xxxxxxxx X. Xxxxx
-------------------------------- By /s/ Xxxxx X. Xxxxxx
XXXXXXXX X. XXXXX, individually Name Xxxxx X. Xxxxxx
and as Trustee Under Declaration Its CFO/Vice President
of Trust dated August 16, 1989 Finance
/s/ Xxxxxxxx X. Xxxxx
--------------------------------
XXXXXXXX X. XXXXX, as Successor
Co-Trustee of the Testamentary
Trust of Xxxxxx Laberere,
Deceased
/s/ Xxxxxxx Xxxxxxxx
--------------------------------
XXXXXXX XXXXXXXX (also known
as Xxxxxxx Xxxxxxxx), as
Successor Co-Trustee of the
Testamentary Trust of Xxxxxx
Laberere, Deceased
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