AMENDMENT TO CREDIT AGREEMENT [Crop Line]

EXHIBIT 10.1
 
AMENDMENT TO CREDIT  AGREEMENT
[Crop Line]
 
THIS AMENDMENT TO CREDIT AGREEMENT

(the “Amendment”) is made and dated as of the 9th day of September 2002 by and

between BANK OF THE WEST d/b/a UNITED CALIFORNIA BANK (“Bank”) and XXXXXX

VINEYARDS CALIFORNIA INC., a California corporation (the “Borrower”) and amends

that certain Credit Agreement (Crop Line of Credit) dated as of August 8, 2000

(as amended, modified or waived from time to time, the “Agreement”) between

Bank and the Borrower.
 
RECITALS
 
A.            The Borrower has asked Bank to

extend the Expiration Date (as such term and all other capitalized terms used

herein and not otherwise defined are defined in the Agreement).
 
B.            Bank has agreed to do so on the

terms and conditions contained in this Amendment.
 
NOW, THEREFORE, in consideration of

the above Recitals and for other good and valuable consideration, the receipt

and adequacy of which are hereby acknowledged, the parties hereby agree that,

upon the satisfaction of the conditions contained in Paragraph 2 below, the

Agreement shall be amended as set forth below:
 
AGREEMENT
 
1.             Extension of Expiration Date. 

The definition of “Expiration Date” is amended to read as follows:
 
“‘Expiration Date’ shall mean July

5, 2004, or the date of termination of the Bank’s commitment to lend under this

Agreement pursuant to Section 8, whichever shall occur first.”
 
2.             Conditions to Effectiveness of

Amendment.  This Amendment

shall not be effective until the date (the “Effective Date”) upon which all of

the following conditions precedent have been satisfied:
 
(i)            the

Borrower and Bank shall have duly executed and delivered this Amendment and

such other documents as Bank may require with respect to the transactions

described in this Amendment;
 
(ii)           Bank

shall have received such board resolutions, incumbency certificates, opinions

of Borrower’s counsel and such other additional documentation in form and

substance satisfactory to Bank as it may request in connection herewith;
 
(iii)          Bank shall have received consent of any participant in the

indebtedness evidenced by the Agreement to this Amendment; and
 
(iv)          all

representations and warranties hereunder and under the Agreement shall be true

and correct and no Event of Default or event, which with the passage of time,

giving of notice or both, would constitute an Event of Default, shall have

occurred.
 
3.             Representations and Warranties of

the Borrower.  As an inducement

to Bank to enter into this Amendment, the Borrower represents and warrants to

Bank that:
 
3(a)         No

Change.  Since the date of the

financial statements most recently delivered to Bank pursuant to the Agreement,

there has been no material adverse change in the business, operations, assets

or financial or other condition of the Borrower.  Since such date, the Borrower has not entered into, incurred or

assumed any long-term debt, mortgages, material leases or material oral or

written commitments not disclosed to Bank prior to the date of this Amendment.
 
3(b)         Corporate

Existence; Compliance with Law.  The

Borrower (1) is duly organized, validly existing and in good standing as a

corporation under the laws of the state of its incorporation and is qualified

to do business in each jurisdiction where its ownership of property or conduct

of business requires such qualification and where failure to qualify would have

a material adverse effect on it or its property and/or business or on the

ability of the Borrower to pay or perform the Obligations, (2) has the

corporate power and authority and the legal right to own and operate its

property and to conduct business in the manner in which it does and proposes so

to do, and (3) is in compliance in all material respects with applicable laws

and contractual obligations.
 
3(c)         Corporate

Power; Authorization; Enforceable Obligations.  The Borrower has the corporate power and authority and the legal

right to execute, deliver and perform this Amendment, as amended hereby, to

which it is a party and has taken all necessary corporate action to authorize

the execution, delivery and performance of this Amendment and the

Agreement.  This Amendment has been duly

executed and delivered on behalf of the Borrower and constitutes legal, valid

and binding obligations of the Borrower enforceable against the Borrower in

accordance with its terms, subject to the effect of applicable bankruptcy and

other similar laws affecting the rights of creditors generally and the effect

of equitable principles whether applied in an action at law or a suit in

equity.
 
3(d)         No

Legal Bar.  The execution, delivery

and performance of this Amendment will not violate any applicable law or any

contractual obligations of the Borrower or create or result in the creation of

any Lien on any assets of the Borrower.
 
4.             Miscellaneous Provisions.
 
4(a)         Entire

Agreement.  This Amendment and the

documents and agreements referred to herein embody the entire agreement and

understanding between the parties hereto and supersede all prior agreements and

understandings relating to the subject matter hereof and thereof.
 
4(b)         Survival.  All representations, warranties, covenants

and agreements herein contained on the part of the Borrower shall survive the

termination of this Amendment and the Agreement and shall be effective until

the Obligations are paid and performed in full or longer as expressly provided

herein.
 
4(c)         Governing

Law.  This Amendment shall be

governed by and construed in accordance with the laws of the State of

California, without giving effect to choice of law rules.
 
4(d)         Counterparts.  This Amendment may be executed in any number

of counterparts, all of which together shall constitute one agreement.
 
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4(e)         Expenses.  The Borrower agrees to pay to Bank on

demand, all reasonable out-of-pocket expenses (including fees and disbursements

of counsel, including reasonable allocated cost of inside counsel) of Bank

incident to the preparation, negotiation, and closing of this Amendment and the

syndication and participation of the Agreement, as modified hereby.
 
5.             Reaffirmation of Loan Documents. 

The Borrower affirms and agrees that the execution and delivery by the

Borrower of and the performance of its obligations under this Amendment shall

not in any way amend, impair, invalidate or otherwise affect any of the

Obligations of the Borrower or the rights of the Bank under the Agreement or

any other document or instrument made or given by the Borrower in connection

therewith, and specifically reaffirms and remakes all the covenants,

representations, warranties and reaffirms the security interests granted

thereunder.  Without limiting the

generality of the foregoing, the Borrower specifically agrees and affirms that

the liens and security interests granted to Bank under the Agreement secure all

of the Borrower’s Obligations under the Agreement and all other liabilities,

guarantees, covenants and duties owed by the Borrower to the Bank whether or

not evidenced by the Agreement or any other agreement, absolute or contingent,

due or to become due, now existing or hereafter and howsoever created.
 
IN WITNESS WHEREOF, the parties

hereto have caused this Amendment to be executed as of the day and year first

above written.
 
  XXXXXX VINEYARDS CALIFORNIA INC.,

  a California corporation, as the Borrower

  By  

  /s/ Xxxxx X. Xxxxxx,

  Xxxxx X. Xxxxxx, Senior Vice President

  BANK OF THE WEST d/b/a UNITED

  CALIFORNIA BANK, as Bank

  By:

  /s/ Xxxxx X. Xxxx

  Title:  Senior Vice

  President

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AMENDMENT TO CREDIT AGREEMENT [Crop Line]

Document Metadata

	XXXXXX VINEYARDS CALIFORNIA INC.,
	a California corporation, as the Borrower

	By	/s/ Xxxxx X. Xxxxxx,
		Xxxxx X. Xxxxxx, Senior Vice President


	BANK OF THE WEST d/b/a UNITED
	CALIFORNIA BANK, as Bank

	By:	/s/ Xxxxx X. Xxxx
	Title: Senior Vice President