EXHIBIT 2.5
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FIRST AMENDMENT TO PURCHASE AGREEMENT
AND PRO FORMA CLOSING BALANCE SHEET
THIS AMENDMENT, made and entered into as of the 5th day of March, 2001 (the
"Amendment"), amends that certain Purchase Agreement by and among Canandaigua
Wine Company, Inc., a New York corporation ("Buyer"), Tuolomne River Vintners
Group, a California partnership ("TRVG"), and Xxxxxxxxxx Xxxxxxxxx, Inc., a
Delaware corporation ("SVI") dated January 30, 2001 (the "Purchase Agreement")
and the Pro Forma Closing Balance Sheet delivered by SVI and TRVG to Buyer on
February 23, 2001. All capitalized terms used but not defined herein shall have
the meaning ascribed to such terms in the Purchase Agreement.
WITNESSETH:
WHEREAS, the parties have agreed that Buyer will assume that certain
promissory note given by SVI to General Electric Capital Corporation ("GE
Capital") dated December 28, 1998 (the "Promissory Note") and, to the extent it
secures the indebtedness under the Promissory Note, that certain master security
agreement between GE Capital and SVI dated September 8, 1998 (the "Security
Agreement"), copies of which are attached hereto as EXHIBITS A and B,
respectively.
NOW, THEREFORE, the parties hereto, in consideration of the premises and
the mutual covenants contained herein, agree as follows:
1. Schedule 1.1(a)(v) of the Purchase Agreement shall be amended to add the
Promissory Note and, to the extent it secures the indebtedness under the
Promissory Note, the Security Agreement to the list of Contracts. Schedule
1.1(a)(v), as amended, is attached hereto as EXHIBIT C and a copy thereof shall
be attached to the Purchase Agreement in substitution of the current Schedule
1.1(a)(v).
2. The Pro Forma Closing Balance Sheet shall be amended as follows:
a. The amount of $9,393,776.63 (the outstanding principal balance of
the Promissory Note as of March 5, 2001) shall be added to the Liabilities
& Equity side of the Pro-Forma Closing Balance Sheet by (i) inserting the
amount of $945,982.72 into the "Note Payable - Current" entry, and (ii)
inserting the amount of $8,447,793.91 into the "Notes Payable" entry;
b. The "Total Current Liabilities" entry shall be increased to equal
$18,238,875.00; and
c. The "Total Shareholder's Equity" entry shall be decreased to equal
$117,656,223.37.
The Pro-Forma Closing Balance Sheet, as amended, is attached hereto as
EXHIBIT D and a copy thereof shall be attached to the Purchase Agreement in
substitution of the current Pro-Forma Closing Balance Sheet
3. Except as amended hereby, the Purchase Agreement and Pro Forma Closing
Balance Sheet shall remain in full force and effect.
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IN WITNESS WHEREOF, this Amendment has been duly executed and delivered on
behalf of the parties as of the date first above written.
CANANDAIGUA WINE COMPANY, INC., a New
York corporation
By: /s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, Vice President
XXXXXXXXXX VINEYARDS, INC., a Delaware
corporation
By: /s/ Xxx X. Xxxxxxxxxx
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[Title]
TUOLOMNE RIVER VINTNERS GROUP, a California
partnership
By: MAJiC Vine, Inc., a California corporation,
General Partner
By: /s/ Xxxx Xxx Xxxxxxxxxx Xxxxx
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Xxxx Xxx Xxxxxxxxxx Xxxxx, President
By: Lucinco, Inc., a California corporation,
General Partner
By: /s/ Xxx Xxxxxxxxxx
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Xxx Xxxxxxxxxx, President
By: E.T.K. Inc., a California corporation,
General Partner
By: /s/ Xxx X. Xxxxxxxxxx
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Xxx X. Xxxxxxxxxx, President
List of Exhibits
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Exhibit A: Promissory Note
Exhibit B: Security Agreement
Exhibit C: Schedule 1.1(a)(v) - as amended
Exhibit D: Pro Forma Closing Balance Sheet - as amended
