Exhibit 10.5
Execution Version
AMENDMENT NUMBER THREE TO SECOND
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This AMENDMENT NUMBER THREE TO SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of May 9, 2023 (the “Effective Date”), and is entered into by and among VINTAGE WINE ESTATES, INC., a Nevada corporation (“Holdings”), VINTAGE WINE ESTATES, INC., a California corporation (“Borrower Agent”), each Subsidiary of Borrower Agent party to this Amendment (together with Borrower Agent, each a “Borrower” and, collectively, “Borrowers”), the Lenders party to this Amendment, and BMO HARRIS BANK N.A., as successor in interest to BANK OF THE WEST (“BMO”), as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”).
RECITALS
WHEREAS, Holdings, Borrowers, the Lenders, and the Agent are parties to that certain Second Amended and Restated Loan and Security Agreement, dated as of December 13, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”).
WHEREAS, Borrowers have requested that Agent and Lenders make certain amendments to the Loan Agreement.
WHEREAS, Agent and the Lenders have agreed to Borrowers’ request pursuant to the terms of this Amendment.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties agree as follows:
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Adjusted EBITDA: for any applicable period, and determined on a consolidated basis for Holdings and its Subsidiaries, shall be the sum of:
plus without duplication,
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minus without duplication,
provided, that Adjusted EBITDA shall be calculated so as to exclude the effect of any gain or loss for such period that represents after-tax gains or losses attributable to any sale, transfer or other disposition of assets outside the ordinary course of business.
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[Signatures are on the following pages]
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IN WITNESS WHEREOF, this Amendment has been executed and delivered as of the Effective Date set forth above.
HOLDINGS: | |
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VINTAGE WINE ESTATES, INC., a Nevada corporation | |
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By: | /s/ Kristina Johnston |
Name: | Kristina Johnston |
Title: | CFO |
BORROWERS: | |
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VINTAGE WINE ESTATES, INC., a California corporation | |
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By: | /s/ Kristina Johnston |
Name: | Kristina Johnston |
Title: | CFO |
GROVE ACQUISITION, LLC, a California limited liability company | |
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By: | /s/ Kristina Johnston |
Name: | Kristina Johnston |
Title: | CFO |
GIRARD WINERY LLC, a California limited liability company | |
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By: | /s/ Kristina Johnston |
Name: | Kristina Johnston |
Title: | CFO |
Amendment Number Three to Second Amended and Restated Loan and Security Agreement
MILDARA BLASS INC., a California corporation | |
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By: | /s/ Kristina Johnston |
Name: | Kristina Johnston |
Title: | Secretary and Treasurer |
SPLINTER GROUP NAPA, LLC, a California limited liability company | |
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By: | /s/ Patrick Roney |
Name: | Patrick Roney |
Title: | Manager |
SABOTAGE WINE COMPANY, LLC, a California limited liability company | |
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By: | /s/ Patrick Roney |
Name: | Patrick Roney |
Title: | Manager |
VWE CAPTIVE, LLC, a Nevada limited liability company | |
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By: | /s/ Kristina Johnston |
Name: | Kristina Johnston |
Title: | Manager |
CALIFORNIA CIDER CO., INC., a California corporation | |
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By: | /s/ Kristina Johnston |
Name: | Kristina Johnston |
Title: | Vice President, Secretary and Treasurer |
Amendment Number Three to Second Amended and Restated Loan and Security Agreement
THAMES AMERICA TRADING COMPANY LTD., a California corporation | |
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By: | /s/ Kristina Johnston |
Name: | Kristina Johnston |
Title: | Vice President, Secretary and Treasurer |
VINESSE, LLC, a California limited liability company | |
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By: | /s/ Kristina Johnston |
Name: | Kristina Johnston |
Title: | Manager |
MEIER'S WINE CELLARS, INC., an Ohio corporation | |
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By: | /s/ Kristina Johnston |
Name: | Kristina Johnston |
Title: | CFO |
MEIER'S WINE CELLARS ACQUISITION, LLC, a Delaware limited liability company | |
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By: | /s/ Kristina Johnston |
Name: | Kristina Johnston |
Title: | Secretary and Treasurer |
Amendment Number Three to Second Amended and Restated Loan and Security Agreement
AGENT: | |
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BMO HARRIS BANK N.A., as successor in interest to BANK OF THE WEST, as Agent | |
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By: | /s/ Eric Andersen |
Name: | Eric Andersen |
Title: | Vice President |
Amendment Number Three to Second Amended and Restated Loan and Security Agreement
LENDERS: | |
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BMO HARRIS BANK N.A., as successor in interest to BANK OF THE WEST, as Lender | |
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By: | /s/ Tracy Holmes |
Name: | Tracy Holmes |
Title: | GRP. Managing Director |
Amendment Number Three to Second Amended and Restated Loan and Security Agreement
RABO AGRIFINANCE LLC, as a Lender | |
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By: | /s/ Catherine M. Vyenielo |
Name: | Catherine M. Vyenielo |
Title: | SVP |
Amendment Number Three to Second Amended and Restated Loan and Security Agreement
AGCOUNTRY FARM CREDIT SERVICES, PCA, as a Lender | |
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By: | /s/ Lisa Caswell |
Name: | Lisa Caswell |
Title: | Vice President Capital Markets |
Amendment Number Three to Second Amended and Restated Loan and Security Agreement
COMPEER FINANCIAL PCA, as a Lender | |
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By: | /s/ Graham J. Dee |
Name: | Graham J. Dee |
Title: | Director, Capital Markets |
Amendment Number Three to Second Amended and Restated Loan and Security Agreement
HTLFBANK, as a Lender | |
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By: | /s/ Travis Moncada |
Name: | Travis Moncada |
Title: | SVP/SRM |
Amendment Number Three to Second Amended and Restated Loan and Security Agreement
COMERICA BANK, as a Lender | |
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By: | /s/ Bill Stefani |
Name: | Bill Stefani |
Title: | Vice President |
Amendment Number Three to Second Amended and Restated Loan and Security Agreement
GREENSTONE FARM CREDIT SERVICES, ACA as a Lender | |
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By: | /s/ Curtis Flammini |
Name: | Curtis Flammini |
Title: | VP of Capital Markets Lending |
GREENSTONE FARM CREDIT SERVICES, FLCA as a Lender | |
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By: | /s/ Curtis Flammini |
Name: | Curtis Flammini |
Title: | VP of Capital Markets Lending |
Amendment Number Three to Second Amended and Restated Loan and Security Agreement
FARM CREDIT MID-AMERICA, PCA, as a Lender | |
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By: | /s/ Tabatha Hamilton |
Name: | Tabatha Hamilton |
Title: | Vice President Food and Agribusiness |
Amendment Number Three to Second Amended and Restated Loan and Security Agreement
FARM CREDIT BANK OF TEXAS as a Lender | |
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By: | /s/ Evelin Herrera |
Name: | Evelin Herrera |
Title: | Director |
Amendment Number Three to Second Amended and Restated Loan and Security Agreement