EXHIBIT 2.6
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SECOND AMENDMENT TO PURCHASE AGREEMENT
THIS SECOND 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 Sebastiani Vineyards,
Inc., a Delaware corporation ("SVI") dated January 30, 2001 (the "Purchase
Agreement"), as previously amended. 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 SVI will not be required to provide
Buyer with certain audited income statements of the Business and SVI for the
period ended on the Closing Date; and
WHEREAS, the parties have further agreed that the audited balance sheet of
SVI as of the close of business on the Closing Date will use a modified FIFO
method for inventory determinations; and WHEREAS, the parties have been
diligently working to complete the post-closing appraisal of the Assets for
purposes of finalizing the Allocation as provided in Section 1.3(b)(ii).
NOW, THEREFORE, the parties hereto, in consideration of the premises and
the mutual covenants contained herein, agree as follows:
1. Section 1.4(a) of the Purchase Agreement is hereby amended to remove the
requirement that SVI deliver to Buyer an audited income statement of the
Business for the period ended at the close of business on the Closing Date by
deleting Section 1.4(a)(i) in its entirety and replacing it with the following:
"(i) an audited closing balance sheet for the Business (the "Closing
Balance Sheet") as of the close of business on the Closing Date
and"
2. Section 1.4(a) of the Purchase Agreement is hereby further amended to
remove the requirement that SVI deliver to Buyer an audited income statement of
SVI for the period ended at the close of business on the Closing Date, and to
modify the manner in which the audited balance sheet of SVI is prepared such
that the modified FIFO method for inventory determinations set forth in the
Accounting Methodology will be used, by deleting Section 1.4(a)(ii) in its
entirety and replacing it with the following:
(ii) an audited balance sheet for SVI as of the close of business on
the Closing Date (determined on a pro forma basis as though the
parties had not consummated the transactions contemplated by this
Agreement), prepared using the modified FIFO method for inventory
determinations set forth in the Accounting Methodology, and
generally accepted accounting principles, consistently applied.
3. The Buyer and Sellers shall continue to endeavor to complete the
appraisal of the Assets for the purpose of finalizing the Allocation as soon as
reasonably practicable after the Closing Date, as provided by Section
1.3(b)(ii). However, the Buyer and Sellers each acknowledge that it is unlikely
that such appraisal will be completed prior to completion and review of the
Closing Balance Sheet,
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which, if the Closing Balance Sheet is accepted by Buyer without disagreement,
will be on the 45th day after Buyer's receipt thereof.
4. Except as amended hereby, the Purchase Agreement 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/ Ronald C. Fondiller
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Ronald C. Fondiller, Vice President
SEBASTIANI VINEYARDS, INC., a Delaware
corporation
By: /s/ Donald A. Sebastiani
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[Title]
TUOLOMNE RIVER VINTNERS GROUP, a California
partnership
By: MAJiC Vine, Inc., a California corporation,
General Partner
By: /s/ Mary Ann Sebastiani Cuneo
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Mary Ann Sebastiani Cuneo, President
By: Lucinco, Inc., a California corporation,
General Partner
By: /s/ Sam Sebastiani
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Sam Sebastiani, President
By: E.T.K. Inc., a California corporation,
General Partner
By: /s/ Don A. Sebastiani
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Don A. Sebastiani, President