THIRD OMNIBUS AMENDMENT
TO CERTAIN OF THE OPERATIVE DOCUMENTS
THIS THIRD AMENDMENT dated as of June ___, 2000 (this "Amendment")
amends (i) the Participation Agreement, as amended, dated as of October 29, 1999
(the "Participation Agreement"), entered into by and among ROBERT MONDAVI
PROPERTIES, INC., a California corporation, as the Lessee and Construction Agent
(in its capacity as lessee, the "Lessee" and in its capacity as Construction
Agent, the "Construction Agent"); THE ROBERT MONDAVI CORPORATION, a California
corporation, as a Guarantor (individually the "Guarantor"); R.M.E. INC., a
California corporation, as a Guarantor (individually, the "Guarantor" and,
collectively with The Robert Mondavi Corporation, the "Guarantors"); RMP 1999
TRUST, a grantor trust, as the Lessor Trust (the "Lessor Trust"); FIRST SECURITY
BANK, NATIONAL ASSOCIATION, a national banking association, individually as set
forth herein and as Trustee under the Lessor Trust ("Owner Trustee"); HARRIS
TRUST AND SAVINGS BANK, an Illinois banking corporation, as a Certificate Holder
(together with any permitted successors and assigns thereto, each a "Certificate
Holder" and collectively the "Certificate Holders"); HARRIS TRUST AND SAVINGS
BANK, as Agent Certificate Holder for the Certificate Holders (in such capacity,
the "Agent Certificate Holder"); HARRIS TRUST AND SAVINGS BANK, an Illinois
banking organization ("Harris"), and the other various financial institutions as
are or may from time to time become lenders (the "Lenders") under the Loan
Agreement; Harris Trust and Savings Bank, as Administrative Agent (in such
capacity, the "Administrative Agent") for the Lenders; and BMO GLOBAL CAPITAL
SOLUTIONS, INC., a Delaware corporation, as Arranger (in such capacity, the
"Arranger"); (ii) the Loan Agreement, as amended, dated as of October 29, 1999
(the "Loan Agreement"), among the Lessor Trust, the Lenders and the
Administrative Agent; (iii) the Master Lease and Deed of Trust, as amended and
supplemented, dated as of October 29, 1999 (the "Master Lease"), between the
Lessor Trust and the Lessee and (iv) the Assignment of Lease and Rent, as
amended and supplemented, dated as of October 29, 1999 (the "Assignment") from
the Lessor Trust, as Assignor, to the Administrative Agent for the Lenders, as
Assignee. Terms defined in the Participation Agreement are, unless otherwise
defined herein or the context otherwise requires, used herein as defined
therein.
WHEREAS, the Lessee, the Guarantors, the Lessor Trust, the Owner
Trustee, the Certificate Holders, the Agent Certificate Holder, the Lenders, the
Administrative Agent and the Arranger have entered into the Participation
Agreement;
WHEREAS, the Lessor Trust, the Lenders and the Administrative Agent
have entered into the Loan Agreement;
WHEREAS, the Lessor Trust and Lessee have entered into the Master
Lease;
WHEREAS, the Lessor Trust and Administrative Agent for the Lenders have
entered into the Assignment; and
WHEREAS, the parties hereto desire to amend the Participation
Agreement, the Loan Agreement, the Master Lease and Assignment as more fully set
forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Amendment to Participation Agreement. Effective on (and
subject to the occurrence of) the Amendment Effective Date (as defined below),
the Participation Agreement shall be amended in accordance with Sections 1.1
through 1.5:
Section 1.1. Financial Information. Section 10.1(g)(ii) shall be
amended by deleting the period immediately following the phrase "comparable
statements for the corresponding quarter of the prior year" in the fifth line
thereof and replacing such period with the phrase "along with a Compliance
Certificate substantially in the form of Exhibit M."
Section 1.2. Aggregate Commitment Amount Definition. The definition of
"Aggregate Commitment Amount" in Appendix A to the Participation Agreement is
amended by deleting the amount "$105,000,000" therein and substituting the
amount "$115,000,000" therefor.
Section 1.3. Maximum Recourse Amount Definition. The definition of
"Maximum Recourse Amount" in Appendix A to the Participation Agreement is
amended by deleting the phrase "amount of Loans made" in line two thereof and
substituting the phrase "Lease Balance" therefor.
Section 1.4. Form of Commitments. Schedule I to the Participation
Agreement shall be amended and restated in its entirety by replacing such with
Exhibit A attached hereto.
Section 1.5. Notice Information, Wire Instructions and Funding Offices.
Schedule II to the Participation Agreement shall be amended by adding at the end
thereof the information contained on Exhibit B attached hereto.
Section 2. Amendment to Loan Agreement. Effective on (and subject to
the occurrence of) the Amendment Effective Date, the Loan Agreement shall be
amended in accordance with Sections 2.1 through 2.2:
Section 2.1. Commitment. The Second Recital to the Loan Agreement shall
be amended by replacing the dollar amount "$101,850,000" with the dollar amount
"$111,550,000" therefor.
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Section 2.2. New Certificate Holders and New Lenders. Those certain new
lenders and new certificate holders which have executed this Amendment
(collectively in such capacity, the "New Lenders" or "New Certificate Holders",
and each, individually in such capacity, a "New Lender" or "New Certificate
Holder") shall each be deemed, as applicable in their respective capacity, as a
Lender signatory to the Loan Agreement, a Certificate Holder signatory to the
Trust Agreement and a Participant signatory to the Participation Agreement and
shall have all the rights, benefits, duties and obligations of a Lender under
the Loan Agreement, a Certificate Holder under the Trust Agreement and a
Participant under the Participation Agreement, as well as the other Operative
Documents. The Lessor Trust agrees that it shall execute and deliver to the New
Lenders a Note evidencing each such New Lender's Commitment pursuant to the Loan
Agreement, and the Owner Trustee agrees that it shall execute and deliver to the
New Certificate Holders a Certificate evidencing such New Certificate Holder's
Certificate Holder Amount pursuant to the Participation Agreement. Accordingly,
all references in the Operative Documents to the terms "Lender" and "Lenders"
shall be deemed to include, and be a reference to, the New Lenders and all
references in the Loan Agreement and the other Operative Documents to the terms
"Note" and "Notes" shall be deemed to include, and be a reference to, the Notes
issued pursuant hereto by the Lessor Trust to the New Lenders. In addition, all
references in the Operative Documents to the terms "Certificate Holder" and
"Certificate Holders" shall be deemed to include, and be a reference to, the New
Certificate Holders and all references in the Operative Documents to the terms
"Certificate" and "Certificates" shall be deemed to include, and be a reference
to, the Certificates issued pursuant hereto by the Owner Trustee to the New
Certificate Holders. Each New Lender and New Certificate Holder agrees that they
will perform all of the duties and obligations which by the terms of the
Operative Documents are required to be performed by it as a Lender or
Certificate Holder, respectively.
Section 3. Amendment to Master Lease. Effective on (and subject to the
occurrence of) the Amendment Effective Date, the Master Lease shall be amended
in accordance with Section 3.1:
Section 3.1. Exhibit A-1 to the Master Lease shall be amended by (i)
replacing the dollar amount "$105,000,000" in the first Notice provision on the
first page thereof with the dollar amount "$115,000,000" therefor; (ii)
replacing the dollar amount "$105,000,000" in line 14 of paragraph 5(b) thereof
with the dollar amount "$115,000,000" therefor and (iii) replacing the phrase
"One Hundred Five Million Dollars ($105,000,000)" in paragraph 11 thereof with
the phrase "One Hundred Fifteen Million Dollars ($115,000,000)" therefor.
Section 4. Amendment to Assignment Effective on (and subject to the
occurrence of) the Amendment Effective Date, the Assignment shall be amended in
accordance with Sections 4.1:
Section 4.1. The First Recital to the Assignment shall be amended by
replacing the dollar amount "$105,000,000" with the dollar amount "$115,000,000"
therefor.
Section 5. Representations and Warranties. The Lessee and Guarantor
represent and warrant to the Agent and the Lenders that, after giving effect
hereto, (a) each representation and warranty set forth in Section 8.2 of the
Participation Agreement is true and correct as of the date of the execution and
delivery of this Amendment by the Lessee and Guarantor with the same effect as
if made on such date (except to the extent such representations and warranties
expressly refer to an earlier date, in which case they were true and correct as
of such earlier date), and (b) no Event of Default or Unmatured Event of Default
exists.
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Section 6. Effectiveness. The amendments set forth in Sections 1
through 4 above shall become effective on the date (the "Amendment Effective
Date") when the Administrative Agent shall have received (a) counterparts of
this Amendment executed by the Lessee, the Guarantors, the Lessor Trust, the
Owner Trustee, the Certificate Holders, the Agent Certificate Holder, the
Lenders, the Administrative Agent and the Arranger, (b) copies of corporate
action of the respective Board of Directors of the Lessee and each Guarantor
taken by such respective Board of Directors relative to this Amendment certified
by a secretary or assistant secretary as of the date hereof to be true and
correct and in full force and effect as of such date; (c) Opinions of counsel
for Lessee and each Guarantor addressed to the Administrative Agent, the Agent
Certificate Holder, the Lessor Trust, the Owner Trustee, each of the Lenders and
each of the Certificate Holders in a form reasonably satisfactory to the
Administrative Agent; (d) execution, delivery and recordation of Amendments to
the each existing Lease Supplement, Assignment and, as necessary, supplements
thereto encompassing the amendments set forth herein; (e) for the benefit of
each New Lender and New Certificate Holder, an upfront fee as agreed between the
Lessee and each New Lender and New Certificate Holder and (f) each New Lender
shall have received a Note and each New Certificate Holder shall have received a
Certificate.
Section 7. Reaffirmation of Guaranty. The Guarantors heretofore
executed and delivered to the Lessor Trust, the Owner Trustee, the Lenders, the
Certificate Holders, the Administrative Agent and the Agent Certificate Holder
the Guaranty dated October 29, 1999. The Guarantors hereby consent to this
Amendment and confirm that the Guaranty and all of the Guarantors' obligations
thereunder remain in full force and effect with respect to the obligations
guaranteed thereunder as such obligations have been amended and increased by
this Amendment. The Guarantors further agree that the consent of the Guarantors
to any further amendments to the Operative Documents shall not be required as a
result of this consent having been obtained, except to the extent, if any,
required by the Guaranty referred to above.
Section 8. Miscellaneous.
Section 8.1. Continuing Effectiveness, etc. As herein amended, the
Participation Agreement, the Loan Agreement, the Master Lease and the Assignment
shall remain in full force and effect and are hereby ratified and confirmed in
all respects. After the Amendment Effective Date, all references in the
Participation Agreement, the Loan Agreement, the Master Lease, the Assignment
and the other Operative Documents to "Participation Agreement" or "Loan
Agreement" or "Master Lease" or "Assignment" or similar terms shall refer to the
Participation Agreement, the Loan Agreement, the Master Lease and the Assignment
as amended hereby.
Section 8.2. Counterparts. This Amendment may be executed in any number
of counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same Amendment.
Section 8.3. Governing Law. This Amendment shall be a contract made
under and governed by the laws of the State of California applicable to
contracts made and to be performed entirely within such state.
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Section 8.4. Successors and Assigns. This Amendment shall be binding
upon the Lessee, the Guarantors, the Lessor Trust, the Owner Trustee, the
Certificate Holders, the Agent Certificate Holder, the Lenders, the
Administrative Agent and the Arranger and their respective successors and
assigns, and shall inure to the benefit of the Lessee, Guarantors, the Lessor
Trust, the Owner Trustee, the Certificate Holders, the Agent Certificate Holder,
the Lenders and the Administrative Agent and the respective successors and
assigns of the Lessor Trust, the Owner Trustee, the Certificate Holders, the
Agent Certificate Holder, the Lenders and the Administrative Agent.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their duly authorized officers as of the day and
year first above written.
ROBERT MONDAVI PROPERTIES, INC., as Lessee and
Construction Agent
By
Name
Its
THE ROBERT MONDAVI CORPORATION, as a Guarantor
By
Name
Its
R.M.E. INC., as a Guarantor
By
Name
Its
HARRIS TRUST AND SAVINGS BANK, as Agent
Certificate Holder and as a Certificate Holder
By
Name
Its
HARRIS TRUST AND SAVINGS BANK, as
Administrative Agent and as a Lender
By
Name
Its
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BMO GLOBAL CAPITAL SOLUTIONS, INC., as Arranger
By
Name
Its
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
not in its individual capacity, except as
expressly provided herein, but solely as
Owner Trustee
By___________________________________
Name
Its
RMP 1999 TRUST, as Lessor Trust
By: First Security Bank, National Association,
not in its individual capacity but solely
as Owner Trustee
By
Name
Its
BANK OF AMERICA, N.A., as a Lender and
Certificate Holder
By
Name
Its
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CREDIT AGRICOLE INDOSUEZ, as a Lender and
Certificate Holder
By
Name
Its
By
Name
Its
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK INTERNATIONAL", NEW YORK
BRANCH, as a Lender and Certificate Holder
By
Name
Its
By
Name
Its
PACIFIC COAST FARM CREDIT SERVICES, PCA
as a Lender and Certificate Holder
By
Name
Its
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EXHIBIT A
SCHEDULE I
TO PARTICIPATION AGREEMENT
COMMITMENTS
COMMITMENT
PARTICIPANT COMMITMENT PERCENTAGE
LENDERS
Harris Trust and Savings Bank $29,100,000 25.3043%
Bank of America, N.A. $29,100,000 25.3043%
Credit Agricole Indosuez $24,250,000 21.0870%
Rabobank International $19,400,000 16.8696%
Pacific Coast Farm Credit $ 9,700,000 8.4348%
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$111,550,000 97.0000%
CERTIFICATE HOLDERS
Harris Trust and Savings Bank $ 900,000 0.7826%
Bank of America, N.A. $ 900,000 0.7826%
Credit Agricole Indosuez $ 750,000 0.6522%
Rabobank International $ 600,000 0.5217%
Pacific Coast Farm Credit $ 300,000 0.2609%
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TOTAL $ 3,450,000 3.0000%
TOTAL COMMITMENT $115,000,000 100%
EXHIBIT B
Notice Information, Wire Instructions and Funding Offices
CERTIFICATE HOLDER: LENDER:
Pacific Coast Farm Credit Services, PCA Pacific Coast Farm Credit Services, PCA
5560 South Broadway 5560 South Broadway
Eureka, California 95503 Eureka, California 95503
P.O. Box 398 P.O. Box 398
Fields Landing, California 95537 Fields Landing, California 95537
Attention: Sean O'Day Attention: Sean O'Day
Facsimile No.: (707) 442-1268 Facsimile No.: (707) 442-1268
Wire Transfer Instructions: Wire Transfer Instructions:
Bank: Bank of America Bank: Bank of America
ABA Number: 121000358 ABA Number: 121000358
Attention: Tina Anaya/5328020 Attention: Tina Anaya/5328020
Account Number: 14984-00266 Account Number: 14984-00266
Ref: RMP 1999 Trust Ref: RMP 1999 Trust