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SECURITY AND PLEDGEHOLDER AGREEMENT
This SECURITY AND PLEDGEHOLDER AGREEMENT (the "AGREEMENT") is made and
entered into as of this 23rd day of June, 1997 by and between SANWA BANK
CALIFORNIA (the "BANK"), XXXXXX X. XXXXXX, TRUSTEE OF THE XXXXXX X. XXXXXX
REVOCABLE TRUST (the "PLEDGOR"), and SANWA BANK CALIFORNIA TRUST DIVISION (the
"PLEDGEHOLDER") with respect to the matters that follow:
1. SECURITY INTEREST. As security for the payment of certain debts,
obligations and liabilities (hereinafter collectively referred to as the
"INDEBTEDNESS") now or hereafter owed and to be owed to the Bank by XXXXXX
VINEYARDS, INC. ("BORROWER"), the Pledgor hereby grants to the Bank a security
interest in and to, among other items, all property now or hereafter held by the
Pledgeholder for the account of the Pledgor including but not limited to that
property held in account No. 00X000000 (the "CUSTODY ACCOUNT") including but not
limited to (i) all certificated and uncertificated, and negotiable and
non-negotiable shares of stock, bonds, indentures, securities and instruments,
together with all warrants, options, stock rights, rights to subscribe,
liquidating dividends, cash dividends, payments, dividends paid in stock, new
securities or other property derived therefrom or to which the Pledgor may
become entitled to receive on account thereof and (ii) all cash, deposit
accounts, and investment accounts (including but not limited to "automatic sweep
service accounts") (collectively, the "COLLATERAL").
2. APPOINTMENT AS BANK'S AGENT. In order to perfect the security
interest of the Bank in and to the Collateral, the Bank hereby appoints the
Pledgeholder, the Pledgor hereby acknowledges and irrevocably authorizes the
appointment of the Pledgeholder, and the Pledgeholder irrevocably accepts its
appointment, as agent for and under the instructions of the Bank, to hold any
and all Collateral which is now or shall hereafter be in the possession or under
the control of the Pledgeholder. Notwithstanding any other agreement between
the Pledgor and the Pledgeholder, THE APPOINTMENT OF THE PLEDGEHOLDER AS THE
BANK'S AGENT, BEING COUPLED WITH AN INTEREST, IS IRREVOCABLE.
3. PERIODIC REPORTS. At the Bank's request, but not later than five days
thereafter, the Pledgeholder agrees to provide the Bank with a written report
(the "HOLDINGS REPORT") of the assets being held in the Custody Account. Such
report shall include, but not be limited to:
(1) The name and maturity, if any, of each security.
(2) The price at which each security was offered to be
purchased/sold at the close of trading on the previous Business Day.
(3) The amount, maturity and depository for each deposit account
and certificate of deposit.
4. PURCHASE, SALE OR OTHER TRANSFER OF COLLATERAL. Except to the extent
that the Pledgeholder is authorized or permitted by the Bank or under this
Agreement or is required by court order, writ or other legal process, the
Collateral or any portion thereof shall not be released
by or withdrawn from the possession or control of the Pledgeholder without the
express written consent of the Bank. Notwithstanding the foregoing:
(a) The Pledgeholder may sell, exchange or release the Collateral, or
any portion thereof, in accordance with the instructions of the Pledgor
provided that after such sale, release or exchange the fair market value of
the Collateral remaining in the Custody Account is equal to or greater than
$2,400,000 and is of a character satisfactory to the Bank.
(b) In the event the fair market value of the Collateral is less than
$2,400,000,
(1) to the extent that the Collateral or any portion thereof
consists of cash or one or more certificates of deposit or similar
term depository account or instrument, such item or items of the
Collateral shall, at maturity, be renewed or substituted for by (1)
one or more certificates of deposit or similar term depository
accounts or instruments, each with a maturity and at an interest rate
actually or constructively designated by the Pledgor, provided that
the aggregate face value of the renewed or substituted certificates of
deposit or similar term depository accounts or instruments shall be in
an amount not less than the face value of the matured certificate of
deposit or similar term depository account or instrument plus accrued
interest thereunder or (2) Collateral of the type described in (b)
below.
(2) to the extent that the Collateral or any portion thereof
consists of stock, bonds, indentures, warrants, options, stock rights,
or other negotiable or non-negotiable securities, such item or items
of the Collateral may, at the option and direction of the Pledgor, be
sold or otherwise disposed of provided that the proceeds therefrom are
reinvested in other securities which are held by the Pledgeholder in
the Account and are of a character and value acceptable to the Bank
and provided further that, prior to and following such sale or
disposition and such reinvestment, the then current market value of
such securities held by the Pledgeholder in the Account shall not be
less than the market value of such securities immediately prior to
such sale or disposition or the amount designated from time to time by
the Bank to the Pledgeholder, which ever is less.
5. COLLATERAL VALUE. The Borrower covenants and agrees that to maintain
with the Pledgeholder Collateral having a fair market value of not less than
$2,400,000.
6. DELIVERY TO BANK. Upon such instructions as may be given by the Bank
to the Pledgeholder, the Pledgeholder shall (as directed by the Bank) either
deliver the Collateral or such portions thereof (together with, as applicable,
all stock powers executed by the Pledgor, the Pledgeholder and others) to the
Bank or liquidate, sell or otherwise dispose of the Collateral or such portions
thereof and remit the proceeds therefrom to the Bank at the address set forth
herein or in the instructions given by the Bank to the Pledgeholder.
7. INSTRUCTIONS FROM BANK. The Pledgeholder is hereby authorized to
comply with the terms and conditions of this Agreement and the instructions
given to the Pledgeholder pursuant hereto, and the Pledgor hereby releases and
discharges the Pledgeholder from any and all duties and obligations which the
Pledgeholder may otherwise have to the Pledgor under any prior instructions or
agreements which conflict with the matters contained in this Agreement. The
Pledgor hereby agrees to and shall indemnify and defend the Pledgeholder and
shall hold the Pledgeholder harmless from and against any and all claims,
demands, costs and expenses (including court costs and attorneys' fees) arising
from any litigation or proceeding which may be
commenced with respect to the Collateral, the Account or the obligations of the
Pledgeholder hereunder or which may be incurred by reason of following any
instruction given to the Pledgeholder pursuant to this Agreement.
8. OTHER AGREEMENTS SUPERSEDED. To the extent inconsistent, all other
agreements between the Pledgeholder and the Pledgor, are superseded hereby.
Notwithstanding the terms of the Other Agreements, Pledgor and Pledgeholder
expressly agree that the Other Agreements may not be terminated or modified
without the Bank's express written consent and any modification or termination
without such consent shall be wholly inoperative.
9. RIGHT TO AMEND OR MODIFY THE INDEBTEDNESS (AND OTHER RIGHTS). The
Pledgor authorizes the Bank, in its sole and absolute discretion, with or
without notice and without affecting the Bank's security interest in or to the
Collateral or the Bank's rights and remedies against the Collateral under this
Agreement, and from time to time, to:
(a) change the time or manner of payment of any Indebtedness by
renewal, extension, modification, acceleration or otherwise;
(b) alter or change any provision of any Indebtedness, including, but
not limited to, the rate of interest thereon, or any provision of any
document, instrument or agreement (other than this Agreement) evidencing,
guarantying, securing or related to any Indebtedness;
(c) release, discharge, exonerate, substitute or add one or more of
the parties liable on any Indebtedness or one or more endorsers, cosigners,
or guarantors for any Indebtedness;
(d) obtain any other or additional collateral for the payment of any
Indebtedness or any guaranty thereof;
(e) release existing or after-acquired other or additional collateral
on such terms as the Bank, in its sole and absolute discretion, shall
determine;
(f) apply any sums received from the Borrower, any endorser,
cosigner, guarantor or other person liable on the Indebtedness or from the
sale or collection of any other or additional collateral or its proceeds
securing any Indebtedness or any guaranty thereof to any indebtedness
whatsoever owed or to be owed to the Bank by the Borrowers in any order or
amount and regardless of whether or not any portion of such sum is applied
to the Indebtedness secured hereunder or regardless of whether or not any
such indebtedness is due and payable; and
(g) apply any sums received from the Pledgor or from the sale or
collection of the Collateral or its proceeds to any Indebtedness in any
order or amount regardless of whether or not any such Indebtedness is due
and payable.
10. CONTINUING NATURE OF THIS AGREEMENT. This Agreement shall be
continuing and shall not be discharged, impaired or affected by:
(a) the insolvency of Borrower or the payment in full of all of the
Indebtedness at any time or from time to time prior to termination of the
Bank's obligations with respect thereto;
(b) the power or lack thereof of Borrower to incur the Indebtedness;
(c) the validity or invalidity of any of the documents evidencing or
securing the Indebtedness;
(d) the existence or non-existence of any Borrower as a legal entity;
(e) any transfer by Borrower of all or any part of any collateral in
which the Bank has been granted a lien or security interest pursuant to any
of the documents evidencing or securing the Indebtedness;
(f) any statute of limitations affecting the liability of the Pledgor
under this Agreement or the documents evidencing the Indebtedness or the
ability of the Bank to enforce this Agreement or any provision of such
documents; or
(g) any right of offset, counterclaim or defense of any Pledgor,
including, without limitation, those which have been waived by each Pledgor
pursuant to this Agreement.
11. IRREVOCABILITY. Pledgor hereby further waives all rights to revoke
this Agreement at any time, and all rights to revoke any agreement executed by
such Pledgor at any time to secure the payment and performance of such Pledgor's
obligations under this Agreement. Without limiting the generality of this
paragraph, each Pledgor hereby specifically waives the provisions of California
Civil Code Section 2815, and any successor section, with respect to this
Agreement and all security for the obligations of each such Pledgor hereunder.
12. DEFINED TERMS. "BUSINESS DAY" shall mean a day, other than a Saturday
or Sunday, on which the Bank is open for business in Los Angeles , California.
Terms not otherwise defined in this Agreement shall have the meanings attributed
to such terms in the California Uniform Commercial Code.
13. ATTORNEY'S FEES. In the event of any action in relation to this
Agreement, the prevailing party, in addition to all other sums to which it may
be entitled, shall be entitled to reasonable attorneys' fees.
14. NOTICES. All notices, payments, requests, information and demands
which any party hereto may desire or be required to give or make to any other
party shall be given or made to such party by hand delivery or express mail or
through deposit in the United States mail, postage prepaid, or by Western Union
telegram, or by telex, addressed to the address set forth below such party's
signature to this Agreement or to such other address as may be specified from
time to time in writing by any party to the other parties.
15. DELAY BY BANK. Neither the failure nor delay by the Bank in
exercising any right hereunder or under any document, instrument or agreement
mentioned herein shall operate as a waiver thereof, nor shall any single or
partial exercise of any right hereunder or under any other document, instrument
or agreement mentioned herein preclude other or further exercise thereof or the
exercise of any other right.
16. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
17. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS OF THE PARTIES HEREUNDER
TO AND CONCERNING THE COLLATERAL, AND ANY DOCUMENTS, INSTRUMENTS OR AGREEMENTS
MENTIONED OR REFERRED TO HEREIN, SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO
THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES, TO THE JURISDICTION OF WHOSE COURTS THE PARTIES HEREBY SUBMIT.
18. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original.
19. HEADINGS. The headings set forth herein are solely for the purpose of
identification and have no legal significance.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first hereinabove written.
BANK: PLEDGOR:
SANWA BANK CALIFORNIA
By:
---------------------------------------- -----------------------------------
Xxxxxx X. Xxxxxxxxx, Vice President XXXXXX X. XXXXXX, TRUSTEE OF THE
XXXXXX X. XXXXXX REVOCABLE TRUST
Address: 0000 Xxxxxx Xxxxxx Address: 00000 Xxxxxxxxxx Xxxx.
Xxxxxx, XX 00000 Xxxxx 000
Xxxxxx Xxx Xxx, XX 00000
PLEDGEHOLDER:
SANWA BANK CALIFORNIA,
TRUST DIVISION
By:
------------------------------------
Xxx Xxxxx, Vice President
Address: 000 X. Xxxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
[LOGO]
ADDENDUM TO SECURITY AND PLEDGEHOLDER AGREEMENT
LENT COLLATERAL
This Addendum is made and entered into this 23rd day of June, 1997 by and
between SANWA BANK CALIFORNIA (the "Bank"),XXXXXX VINEYARD, INC. (the
"Borrower"), and XXXXXX X. XXXXXX, TRUSTEE OF THE XXXXXX X. XXXXXX REVOCABLE
TRUST dated October 8, 1992 (the "Owner ").
1. This Addendum shall be deemed to be a part of and subject to that
certain Security and Pledgeholder Agreement between the Bank and the Owner (who
is referred to in the Security and Pledgeholder Agreement as the "Pledgor ")
dated as of June 23, 1997, as it may be amended from time to time and any and
all addenda, exhibits and riders thereto (collectively the "Security and
Pledgeholder Agreement"). Unless otherwise defined herein, all terms used in
this Addendum shall have the same meanings as in the Security and Pledgeholder
Agreement. To the extent that any of the terms or provisions of this Addendum
conflict with those contained in the Security and Pledgeholder Agreement, the
terms and provisions contained herein shall control.
2. INDEBTEDNESS. The Indebtedness referenced in the Security and
Pledgeholder Agreement is that owed or to be owing by the Borrower to the Bank.
The security interest granted in the Security and Pledgeholder Agreement to
secure the Indebtedness is in and to the Collateral described in the Security
and Pledgeholder Agreement, which collateral is now owned or hereafter acquired
by the Owner. The Owner hereby acknowledges and agrees that the security
interest in the Collateral is granted to the Bank in consideration of the
Indebtedness incurred by the Borrower from the Bank or the benefits to the Owner
derived therefrom. The Borrower, as evidenced by its execution of this
Addendum, hereby grants to the Bank a security interest in and to the Collateral
in accordance with and subject to the terms and provisions of the Security and
Pledgeholder Agreement. Any and all interests or rights which the Borrower may
have in or to the Collateral shall be, at all times, inferior, subordinate, and
subject to the security interests of the Bank therein or thereto and shall be
extinguished or terminated following, or as a result of, the Bank's exercise of
its rights and remedies under the Security and Pledgeholder Agreement.
3. RIGHT TO AMEND OR MODIFY THE INDEBTEDNESS (AND OTHER RIGHTS). The
Owner authorizes the Bank, in its sole and absolute discretion, with or without
notice and without affecting the Bank's security interest in or to the
Collateral or the Bank's rights and remedies against the Collateral under the
Security and Pledgeholder Agreement, and from time to time, to: (i) change the
time or manner of payment of any Indebtedness by renewal, extension,
modification, acceleration or otherwise; (ii) alter or change any provision of
any Indebtedness, including, but not limited to, the rate of interest thereon,
or any provision of any document, instrument or agreement (other than the
Security and Pledgeholder Agreement and this Addendum) evidencing, guarantying,
securing or related to any Indebtedness; (iii) release, discharge, exonerate,
substitute or add one or more of the parties liable on any Indebtedness or one
or more endorsers, cosigners, or guarantors for any Indebtedness; (iv) obtain
any other or additional collateral for the payment of any Indebtedness or any
guaranty thereof; (v) release existing or after-acquired other or additional
collateral on such terms as the Bank, in its sole and absolute discretion, shall
determine; (vi) apply any sums received from the Borrower, any endorser,
cosigner, guarantor or other person liable on the Indebtedness or from the sale
or collection of any other or additional collateral or its proceeds securing any
Indebtedness or any guaranty thereof to any indebtedness whatsoever owed or to
be owed to the Bank by the Borrower in any order or amount and regardless of
whether or not any portion of such sum is applied to the Indebtedness secured
hereunder or regardless of whether or not any such indebtedness is due and
payable; and (vii) apply any sums received from the Owner or from the sale or
collection of the Collateral or its proceeds to any Indebtedness in any order or
amount regardless of whether or not any such Indebtedness is due and payable.
4. OWNER'S WAIVERS. The Owner hereby unconditionally and irrevocably
acknowledges and agrees to the matters set forth below:
a. DEFICIENCY. In the event that any Indebtedness is now or
hereafter secured by a deed of trust, the Owner waives any defense and all
rights and benefits of those laws purporting to state that no deficiency
judgment may be recovered
on certain real property purchase money obligations (as presently contained in
Section 580b of the California Code of Civil Procedure and as it may be amended
or superseded in the future) and those laws purporting to state that no
deficiency judgment may be recovered after a trustee's sale under a deed of
trust (as presently contained in Section 580d of the California Code of Civil
Procedure and as it may be amended or superseded in the future).
THE OWNER ACKNOWLEDGES THAT A FORECLOSURE BY A TRUSTEE'S SALE UNDER A
DEED OF TRUST MAY RESULT IN THE DESTRUCTION OF THE GUARANTOR'S SUBROGATION
RIGHTS THAT MAY OTHERWISE EXIST AND THAT A DESTRUCTION OF THOSE RIGHTS MAY
CREATE A DEFENSE TO A DEFICIENCY JUDGMENT AGAINST THE DEBTOR AND/OR THE OWNER.
THE OWNER WAIVES ALL RIGHTS AND DEFENSES THAT OWNER MAY HAVE
BECAUSE THE INDEBTEDNESS OR ANY PORTION THEREOF IS SECURED BY REAL PROPERTY.
THIS MEANS, AMONG OTHER THINGS,
(i) BANK MAY COLLECT FROM THE OWNER WITHOUT FIRST FORECLOSING ON ANY
REAL OR PERSON PROPERTY PLEDGED BY THE BORROWER.
(ii) IF THE BANK FORECLOSES ON ANY REAL PROPERTY COLLATERAL PLEDGED BY
THE BORROWER,
(x) THE AMOUNT OF THE INDEBTEDNESS MAY BE REDUCED ONLY BY THE
PRICE FOR WHICH THAT COLLATERAL IS SOLD AT THE FORECLOSURE SALE, EVEN IF THE
COLLATERAL IS WORTH MORE THAN THE SALE PRICE.
(y) BANK MAY COLLECT FROM THE OWNER EVEN IF THE CREDITOR, BY
FORECLOSING ON THE REAL PROPERTY COLLATERAL, HAS DESTROYED ANY RIGHT THE OWNER
MAY HAVE TO COLLECT FROM THE BORROWER.
THIS IS AN UNCONDITIONAL AND IRREVOCABLE WAIVER OF ANY RIGHTS AND DEFENSES
THE OWNER MAY HAVE BECAUSE THE INDEBTEDNESS IS SECURED BY REAL PROPERTY. THESE
RIGHTS AND DEFENSES INCLUDE, BUT ARE NOT LIMITED TO, ANY RIGHTS AND DEFENSES
BASED ON SECTION 580a, 580b, 580D, OR 726 OF THE CALIFORNIA CODE OF CIVIL
PROCEDURE.
b. ELECTION OF REMEDIES. The Owner waives any defense based upon the
Owner's loss of a right against the Borrower arising from the Bank's election of
a remedy on any Indebtedness under bankruptcy or other debtor relief laws or
under any other laws, including, but not limited to, those purporting to reduce
the Bank's rights against the Collateral in proportion to the principal
obligation of any Indebtedness (as presently contained in Section 2809 of the
California Civil Code and as it may be amended or superseded in the future).
Without limiting the generality of the foregoing, Owner waives all
rights and defenses arising out of an election of remedies by the Bank, even
though that election of remedies, such as a nonjudicial foreclosure with respect
to security for a guaranteed obligation, has destroyed the Owner's rights of
subrogation and reimbursement against the Borrower by operation of Section 580d
of the Code of Civil Procedure or otherwise.
c. STATUTE OF LIMITATIONS. The Owner waives the benefit of the
statute of limitations affecting the Owner's liability hereunder or the
enforcement hereof.
d. BORROWER'S DEFENSES. The Owner waives any defense arising by
reason of any disability or other defense of the Borrower, the Borrower's
successor or any endorser, cosigner, guarantor or other person liable on any
Indebtedness. Until all Indebtedness has been paid in full, the Owner shall not
have any right of subrogation against the Borrower, any endorser, cosigner,
guarantor or other person liable on any Indebtedness and the Owner waives any
benefit of and any right to participate in any other or additional collateral
securing any Indebtedness or any guaranty thereof in which the Bank now or
hereafter has or acquires a security interest. The Owner waives all
presentments, demands for performance, notices of nonperformance, protests,
notices of protest, notices of dishonor, notices of acceptance with respect to
any Indebtedness and all notices of sale with respect to any other or additional
collateral securing any Indebtedness or any guaranty thereof.
e. BORROWER'S FINANCIAL CONDITION. The Owner hereby recognizes,
acknowledges and agrees that advances may be made from time to time with respect
to any Indebtedness without authorization from or notice to the Owner even
though the financial condition of the Borrower, any endorser, cosigner,
guarantor or other person liable on any Indebtedness may have deteriorated since
the date of this Addendum. The Owner waives all right to require the Bank to
disclose any information with respect to: (i) any Indebtedness; (ii) the
financial condition, credit or character of the Borrower, any endorser,
cosigner, guarantor or other person liable on any Indebtedness; (iii) any other
or additional collateral securing any Indebtedness or any guaranty thereof; or
(iv) any action or inaction on the part of the Bank, the Borrower or any
endorser, cosigner, guarantor or other person liable on any Indebtedness. The
Owner hereby assumes the responsibility for being informed of the financial
condition, credit and character of the Borrower and of all circumstances bearing
upon the risk of non-payment of any Indebtedness which diligent inquiry would
reveal.
5. BORROWER'S AND OWNER'S WAIVERS. The Owner and the Borrower each waive
all rights to require the Bank to: (i) proceed against the Borrower, any
endorser, cosigner, guarantor or other person liable on any Indebtedness; (ii)
proceed against the Collateral, any particular item of the Collateral or any
other or additional collateral securing any Indebtedness or any guaranty
thereof; or (iii) pursue or refrain from pursuing any other remedy in the Bank's
power whatsoever against any Collateral or on any Indebtedness.
6. RIGHT OF FORECLOSURE. The Bank may foreclose, either by judicial
foreclosure or by exercise of power of sale, any deed of trust securing any
Indebtedness even though such foreclosure may destroy or diminish the Owner's
rights against the Borrower. The Borrower shall be liable to the Bank for any
part of any Indebtedness remaining unpaid after any such foreclosure whether or
not such foreclosure was for fair market value.
7. SUBORDINATION. Any indebtedness of the Borrower or any endorser,
cosigner, guarantor or other person liable on any Indebtedness now or hereafter
owed to the Owner is hereby subordinated to the Indebtedness. Such indebtedness
owed to the Owner shall, if the Bank so requests, be collected, enforced and
received by the Owner as trustee for the Bank and be paid over to the Bank on
account of the Indebtedness but without reducing or affecting in any manner the
matters contained in the Security and Pledgeholder Agreement and this Addendum.
Should the Owner fail to collect the proceeds of any such indebtedness owed to
it and pay such proceeds to the Bank, the Bank, as the Owner's attorney-in-fact,
may do such acts and sign such documents in the Owner's name as the Bank
considers necessary to effect such collection.
8. INVALID, FRAUDULENT OR PREFERENTIAL PAYMENTS. The Owner agrees that,
to the extent the Borrower or any endorser, cosigner, guarantor or other person
liable on any Indebtedness makes a payment or payments on any Indebtedness, or
is credited for any payment or payments made for or on behalf of any
Indebtedness, which payment or payments, or any part thereof, is subsequently
invalidated, determined to be fraudulent or preferential, set aside or required
to be repaid to any trustee, receiver, assignee or any other party whether under
any bankruptcy, state or federal law or under any common law or equitable cause
or otherwise, then, to the extent thereof, the obligation or part thereof
intended to be satisfied thereby shall be revived, reinstated and continued in
full force and effect as if such payment or payments had not originally been
made or credited.
9. COLLATERAL IN BORROWER'S POSSESSION; BORROWER'S COVENANTS. To the
extent that any item of the Collateral is in the possession of the Borrower, the
covenants of the Owner (as set forth in Paragraph 4 of the Security and
Pledgeholder Agreement) pertaining to such item of the Collateral shall be those
of the Borrower or, with respect to covenants concerning the maintenance of such
item of the Collateral, inspection rights, reporting requirements, any transfer
of such items of the Collateral and notices, those of both the Borrower and the
Owner.
10. SEVERABILITY. Should any one or more provisions of this Addendum be
determined to be illegal or unenforceable, all other provisions shall remain
effective.
11. CALIFORNIA LAW. This Addendum shall be governed by and construed
according to the laws of the State of California, to the jurisdiction of whose
courts the Owner and the Borrower hereby submit.
12. Except as specifically provided in this Addendum, all other terms,
conditions and covenants contained in the Security and Pledgeholder Agreement
shall remain unchanged and shall continue in full force and effect.
[PAGE 3 ENDS HERE. SIGNATURES APPEAR ON PAGE 4]
IN WITNESS WHEREOF, this Addendum has been executed by the parties hereto
as of the date first hereinabove written.
BANK: OWNER:
SANWA BANK CALIFORNIA
By:
---------------------------- --------------------------------------------
Xxxxx X. Xxxxxxxxx, XXXXXX X. XXXXXX, TRUSTEE OF THE XXXXXX X.
Vice President XXXXXX REVOCABLE TRUST dated October 8, 1992
Address: 0000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000 Address: 00000 Xxxxxxxxxx Xxxx., Xxxxx 000
Xxxxxx Xxx Xxx, XX 00000
BORROWER:
XXXXXX VINEYARDS, INC.
By:
-----------------------------------
Xxxxxx X. Xxxxxx, President
By:
-----------------------------------
Xxxxxx X. Xxxxx, Secretary
Address: 00000 Xxxxxxxxxx Xxxx., Xxxxx 000
Xxxxxx Xxx Xxx, XX 00000
