EXHIBIT 10.1


 


AMENDMENT TO CREDIT  AGREEMENT


[Crop Line]


 


THIS AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is made
and dated as of the 4th day of August 2004 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, 2006, 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.


 

















 


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.


 


 


	
   

  	
  SCHEID
  VINEYARDS CALIFORNIA INC.,

  a California corporation, as the Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Heidi
  M. Scheid

  	
   

  
	
   

  	
   

  	
   

  	
  Heidi M.
  Scheid

  
	
   

  	
   

  	
   

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF
  THE WEST, as Bank

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith
  L. Krum

  	
   

  
	
   

  	
  Title:
  Keith Krum, Sr. Vice President