EXHIBIT 10.1


 


AMENDMENT TO CREDIT AGREEMENT


[Crop Line]


 


THIS
AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is made and dated as of the
19th day of September 2003 by and between BANK OF THE WEST (“Bank”) and SCHEID
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, 2005, 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


 


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(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.


 


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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.


 


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.


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be executed as of the
day and year first above written.


 


 


	
   

  	
  SCHEID
  VINEYARDS CALIFORNIA INC., 

  
	
   

  	
  a
  California corporation, as the Borrower

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Heidi
  M. Scheid

  	
   

  
	
   

  	
  Heidi M.
  Scheid, Senior Vice President &

  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Scott
  D. Scheid

  	
   

  
	
   

  	
  Scott
  Scheid,  President

  



 


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  BANK OF
  THE WEST, as Bank

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith
  L. Krum

  	
   

  
	
   

  	
  Title:
  Keith Krum, Sr. Vice President

  



 


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