Exhibit 10.47
SEVENTH AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
This Seventh Amendment to Amended and Restated Credit Agreement
("Amendment"), effective as of June 21, 2002, 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 six amendments to the
Credit Agreement dated as of July 25, 1996; September 15, 1997; February 22,
1999; August 10, 2000; June 19, 2001; and December 31, 2001, 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. EXTENSION OF REVOLVING LOAN COMMITMENT
2.1 Commitment Period. The Commitment Period as set forth in Section
2.1 of the Credit Agreement is extended to July 1, 2004, and the date at Section
2.5(b) of the Credit Agreement is changed to July 1, 2004.
2.2 Revolving Loan Fee. Borrower shall pay U.S. Bank a non-refundable
fee of $50,000.00 for the Revolving Loan, of which $25,000 shall be paid
concurrently with the execution of this Amendment and, unless U.S. Bank's
obligation to make advances under the Revolving Loan has been terminated and all
outstanding principal, accrued interests and other charges with respect to the
Revolving Loan have been paid before July 1, 2003, the remaining $25,000 shall
be paid on or before July 1, 2003.
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) U.S. Bank shall have received a non-refundable fee in the amount of
$25,000 for the extension of the Revolving Loan's Commitment Period.
(e) There shall have been no material adverse change in the financial
condition of the Borrower subsequent to March 31, 2002.
(f) U.S. Bank shall have received the Amendment to the Revolving Note
in the form attached hereto as Exhibit A, duly executed and delivered by
Borrower.
(g) U.S. Bank shall have received an Amendment to the Deed of Trust in
the form attached to this Amendment as Exhibit B, duly executed and delivered by
Borrower.
(h) U.S. Bank shall have received a Commitment to issue a modification
endorsement to title policy number H713928, ensuring U.S. Bank's first lien
under the Deed of Trust and otherwise in form and substance satisfactory to U.S.
Bank.
(i) U.S. Bank shall have received, duly executed and delivered by
Borrower, a security agreement substantially in the form attached hereto as
Exhibit C, granting U.S. Bank a first priority and exclusive security interest
in personal property of Borrower as more particularly described therein.
(j) 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.
(k) 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 Xxxxxxxxx
-----------------------------------
Xxxxx Xxxxxxxxx,
Executive Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxx X. 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 Xxxxxxxxx
-----------------------------------
Xxxxx Xxxxxxxxx,
Executive Vice President
AMENDMENT NO. 1
TO RENEWAL REVOLVING NOTE
Redhook Ale Brewery, Inc., a Washington Corporation ("Borrower") and
U.S. Bank National Association ("U.S. Bank") agree that the Borrower's
$10,000,000 Renewal Revolving Note dated June 5, 2001 is amended to change the
due and payable date from July 1, 2002 to July 1, 2004.
Except as modified by this Amendment, the Renewal Revolving Note is in
full-force and effect and unchanged.
REDHOOK ALE BREWERY,
INCORPORATED
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------------
Xxxxx Xxxxxxxxx,
Executive Vice President
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Xxxxxxx X. Xxxxx,
Vice President
EXHIBIT A
AMENDMENT NO. 1
TO RENEWAL REVOLVING NOTE
Redhook Ale Brewery, Inc., a Washington Corporation ("Borrower") and
U.S. Bank National Association ("U.S. Bank") agree that the Borrower's
$10,000,000 Renewal Revolving Note dated June 5, 2001 is amended to change the
due and payable date from July 1, 2002 to July 1, 2004.
Except as modified by this Amendment, the Renewal Revolving Note is in
full-force and effect and unchanged.
REDHOOK ALE BREWERY,
INCORPORATED
By:
----------------------------------
Xxxxx Xxxxxxxxx,
Executive Vice President
U.S. BANK NATIONAL ASSOCIATION
By:
----------------------------------
Xxxxxxx X. Xxxxx,
Vice President
