EIGHTH AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
This Eighth Amendment to Amended and Restated Credit Agreement
("Amendment"), effective as of March 18, 2003, is made and entered into by and
between REDHOOK ALE BREWERY, INCORPORATED, a Washington corporation
("Borrower"), and U.S. BANK NATIONAL ASSOCIATION, a national banking
association, ("U.S. Bank"). Words and phrases with initial capital letters have
the meanings given to them in Article I of this Amendment.
RECITALS:
A. On or about June 5, 1995, U.S. Bank and Borrower entered into
that certain amended and restated credit agreement (together with all
amendments, supplements, exhibits, and modifications thereto, the "Credit
Agreement"), whereby U.S. Bank agreed to make loans and advances of credit to
Borrower on the terms and conditions set forth therein.
B. Borrower and U.S. Bank have entered into seven amendments to
the Credit Agreement dated as of July 25, 1996; September 15, 1997; February 22,
1999; August 10, 2000; June 19, 2001; December 31, 2001 and as of June 21, 2002,
respectively.
C. Borrower and U.S. Bank have agreed to amend the Credit
Agreement again as set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and
conditions set forth herein, the parties agree as follows:
ARTICLE I. DEFINITIONS AND AMENDMENT
1.1 DEFINED TERMS
As used in this Amendment, words and phrases with initial capital
letters shall have the meanings given to them in the Credit Agreement, except as
otherwise defined herein, or as the context otherwise requires.
1.2 INCORPORATION OF RECITALS AND EXHIBITS
The foregoing recitals are incorporated into this Amendment by
reference. All references to "Exhibits" contained herein are references to
exhibits attached to this Amendment, the terms and conditions of which are made
a part of this Amendment for all purposes.
1.3 AMENDMENT
The Credit Agreement and the other Loan Documents are hereby amended as
set forth herein. Except as specifically provided herein, all of the terms and
conditions of the Credit Agreement and each of the other Loan Documents and all
amendments thereto shall remain in full force and effect throughout the terms of
the Loans and any extensions or renewals thereof.
ARTICLE II. NEGATIVE COVENANTS
2.1 CONSOLIDATED TANGIBLE NET WORTH
Section 7.15 of the Credit Agreement is hereby amended in its entirety
to read as follows:
7.15 TANGIBLE NET WORTH
Permit Consolidated Tangible Net Worth at any time during the
term of the Loans to be less than $63,000,000.
2.2 WORKING CAPITAL
Section 7.18 of the Credit Agreement is hereby amended in its
entirety to read as follows:
7.18 WORKING CAPITAL
Permit Borrower's Consolidated current assets to be less
than $2,500,000 in excess of Borrower's Consolidated current
liabilities (excluding the principal balance outstanding under the
Revolving Loan, the principal balance outstanding under the
Revolving Term Loan prior to the expiration of the Borrowing Period,
and nonoperating payables (payables for items that when paid may be
capitalized)), as of the end of any fiscal quarter of Borrower
during the terms of the Loans.
2.3 FIXED CHARGE COVERAGE
Section 7.17 of the Credit Agreement is amended, in part, to change
the ratio from less than 1.00:1 to less than 1.15:1.
Provided, however, that in calculating the Fixed Charge Coverage
Ratio during the first two quarters of calendar year 2003, Unfunded Capital
Expenditures associated with the Xxxxxx Project shall be excluded from the first
quarter 2003 and from the second quarter 2003, as expensed. In the aggregate,
the excluded Unfunded Capital Expenditures associated with the Xxxxxx Project
for both quarters shall not exceed $750,000.
ARTICLE III. CONDITIONS PRECEDENT
U.S. Bank shall have no obligation to modify the terms of the Credit
Agreement as provided in this Amendment unless the following conditions have
been fulfilled to the satisfaction of U.S. Bank:
(a) U.S. Bank shall have received this Amendment, duly executed
and delivered by Borrower.
(b) There shall not then exist any Default or Event of Default as
of the date hereof.
(c) All representations and warranties of Borrower contained
herein or made in writing in connection herewith shall be true and correct as of
the date hereof.
(d) There shall have been no material adverse change in the
financial condition of the Borrower subsequent to December 31, 2002.
(e) U.S. Bank shall have received, duly executed and delivered by
Borrower, such financing statements or other instruments, in form and substance
satisfactory to U.S. Bank, that U.S. Bank may deem appropriate to perfect its
security interests in any Collateral.
(f) All corporate proceedings of Borrower and its Subsidiaries
shall be satisfactory in form and substance to U.S. Bank, and U.S. Bank shall
have received all information and copies of all documents, including records of
all corporate proceedings, that U.S. Bank has requested in connection therewith,
such documents where appropriate to be certified by proper corporate authorities
or Governmental Bodies.
ARTICLE IV. GENERAL PROVISIONS
4.1 REPRESENTATIONS AND WARRANTIES
Borrower hereby represents and warrants to U.S. Bank that, to the best
knowledge and belief of Borrower, as of the date of this Amendment, there exists
no Default or Event of Default. All representations and warranties of Borrower
contained in the Credit Agreement and the other Loan Documents, or otherwise
made in writing in connection therewith, are true and correct as of the date of
this Amendment. Borrower acknowledges and agrees that all of Borrower's
Indebtedness to U.S. Bank is payable without offset, defense, counterclaim or
claim of recoupment.
4.2 SECURITY
The parties acknowledge and agree that all security agreements,
financing statements, and other Loan Documents creating, perfecting, or
evidencing U.S. Bank's security interest in the Collateral shall remain in full
force and effect and shall secure and shall continue to
secure payment and performance of all Loans and other Indebtedness of Borrower
to U.S. Bank
4.3 GUARANTIES
The parties hereby acknowledge and agree that all guaranties now
existing or hereafter obtained by U.S. Bank shall remain in full force and
effect, are valid and enforceable in accordance with their terms, and are not
subject to offset, defense, counterclaim or claim of recoupment.
4.4 EXPENSES
Borrower shall reimburse U.S. Bank for all of its out-of-pocket
expenses incurred in connection with this Amendment promptly upon demand. Such
expenses shall include, without limitation, reasonable attorney fees,
examination expenses, and filing fees.
4.5 COUNTERPARTS
This Amendment may be executed in one or more counterparts, each of
which shall constitute an original agreement, but all of which together shall
constitute one and the same agreement.
4.6 STATUTORY NOTICE
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON
LAW.
IN WITNESS WHEREOF, U.S. Bank and Borrower have caused this Amendment
to be duly executed by their respective duly authorized officers or agents as of
the date first above written.
REDHOOK ALE BREWERY, INCORPORATED
By /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx Xxxxxxxxx, Executive Vice President
U.S. BANK NATIONAL ASSOCIATION
By /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, Vice President
By execution of this Amendment, the undersigned Guarantor approves of
the changes to the Credit Agreement set forth herein, reaffirms its Guaranty,
and acknowledges and agrees that its obligations under its Guaranty are not
subject to any defense, offset, counterclaim or claim of recoupment.
REDHOOK OF NEW HAMPSHIRE, INC.
By /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx Xxxxxxxxx, Executive Vice President
