Exhibit 10.1
AMENDMENT Number THREE TO
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
This AMENDMENT NUMBER THREE TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is dated as of November 8, 2022, 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 financial institutions party to this Amendment (collectively, “Lenders”), and BANK OF THE WEST (“Bank of the West”), 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 Amended and Restated Loan and Security Agreement, dated as of April 13, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”).
WHEREAS, Borrowers have requested that Agent (with the consent of the Required Lenders) amend the definition of Adjusted EBITDA to include a $19.1 Million addback for an inventory write down in June 2022.
WHEREAS, Agent and the Required 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:
Adjusted EBITDA: for any applicable period, and determined on a consolidated basis for Borrower Agent and its Subsidiaries (or, after the delivery of the SPAC Joinder, for Holdings and its Subsidiaries), shall be the sum of:
plus without duplication,
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.
[Signatures are on the following pages]
IN WITNESS WHEREOF, this Amendment has been executed and delivered as of the date set forth above.
HOLDINGS: | ||
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VINTAGE WINE ESTATES, INC., | ||
a Nevada corporation | ||
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By: |
| /s/ Patrick Roney |
Name: |
| Patrick Roney |
Title: |
| Chief Executive Officer |
BORROWERS: | ||
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VINTAGE WINE ESTATES, INC., | ||
a California corporation | ||
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By: |
| /s/ Patrick Roney |
Name: |
| Patrick Roney |
Title: |
| President |
GROVE ACUISITION, LLC, | ||
a California limited liability company | ||
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By: |
| /s/ Patrick Roney |
Name: |
| Patrick Roney |
Title: |
| Manager |
GIRARD WINERY, LLC, | ||
a California limited liability company | ||
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By: |
| /s/ Patrick Roney |
Name: |
| Patrick Roney |
Title: |
| Manager |
MILDARA BLASS INC., | ||
a California corporation | ||
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By: |
| /s/ Patrick Roney |
Name: |
| Patrick Roney |
Title: |
| President |
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/ Patrick Roney |
Name: |
| Patrick Roney |
Title: |
| Manager |
CALIFORNIA CIDER CO., INC., | ||
a California corporation | ||
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By: |
| /s/ Patrick Roney |
Name: |
| Patrick Roney |
Title: |
| President |
THAMES AMERICA TRADING COMPANY LTD., | ||
a California corporation | ||
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By: |
| /s/ Patrick Roney |
Name: |
| Patrick Roney |
Title: |
| Chief Executive Officer |
VINESSE, LLC, | ||
a California corporation | ||
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By: |
| /s/ Patrick Roney |
Name: |
| Patrick Roney |
Title: |
| Chief Executive Officer |
AGENT: | ||
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BANK OF THE WEST, | ||
as Agent (with the consent of the Required Lenders) | ||
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By: |
| /s/ Eric Andersen |
Name: |
| Eric Andersen |
Title: |
| Vice President |
LENDERS: | ||
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BANK OF THE WEST, | ||
as a Lender | ||
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By: |
| /s/ Tracy Holmes |
Name: |
| Tracy Holmes |
Title: |
| Group Managing Director |
CITY NATIONAL BANK, | ||
as a Lender | ||
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By: |
| /s/ Teresa Wong |
Name: |
| Teresa Wong |
Title: |
| Senior Vice President |
RABO AGRIFINANCE LLC, | ||
as a Lender | ||
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By: |
| /s/ Catherine M. Vyenielo |
Name: |
| Catherine M. Vyenielo |
Title: |
| Senior Vice President |
AGCOUNTRY FARM CREDIT SERVICES, PCA, | ||
as a Lender | ||
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By: |
| /s/ Lisa Caswell |
Name: |
| Lisa Caswell |
Title: |
| Vice President |
FEDERAL AGRICULTURAL MORTGAGE CORPORATION, | ||
as a Lender | ||
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By: |
| /s/ Kyle Weaver |
Name: |
| Kyle Weaver |
Title: |
| Director of Institutional Business Development |
BANK OF HOPE, | ||
as a Lender | ||
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By: |
| /s/ Brandon Lee |
Name: |
| Brandon Lee |
Title: |
| First Vice President |
COMPEER FINANCIAL PCA, | ||
as a Lender | ||
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By: |
| /s/ Daniel J. Best |
Name: |
| Daniel J. Best |
Title: |
| Director, Capital Markets |
COMERICA BANK, | ||
as a Lender | ||
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By: |
| /s/ Bill Stefani |
Name: |
| Bill Stefani |
Title: |
| Vice President |
GREENSTONE FARM CREDIT SERVICES, ACA, | ||
as a Lender | ||
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By: |
| /s/ Curtis Flammini |
Name: |
| Curtis Flammini |
Title: |
| Vice President- Capital Markets Lending |
GREENSTONE FARM CREDIT SERVICES, FLCA, | ||
as a Lender | ||
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By: |
| /s/ Curtis Flammini |
Name: |
| Curtis Flammini |
Title: |
| Vice President- Capital Markets Lending |
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 |
FARM CREDIT BANK OF TEXAS, | ||
as a Lender | ||
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By: |
| /s/ Evelin Herrera |
Name: |
| Evelin Herrera |
Title: |
| Director |
BMO HARRIS BANK , N.A, | ||
as a Lender | ||
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By: |
| /s/ Corey Noland |
Name: |
| Corey Noland |
Title: |
| Director |
SIGNATURE BANK, | ||
as a Lender | ||
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By: |
| /s/ |
Name: |
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Title: |
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