This CONTINUING GUARANTY (this Guaranty), dated as of June 7, 2021, is executed by VINTAGE WINE ESTATES, INC., a Nevada corporation (Guarantor), in favor of BANK OF THE WEST, in its capacity as administrative agent and collateral agent for the Lenders (as hereinafter defined) (in such capacity, together with its successors and assigns in such capacity, Agent), in light of the following facts:
R E C I T A L S:
WHEREAS, pursuant to that certain Amended and Restated Loan and Security Agreement, dated as of April 13, 2021, among VINTAGE WINE ESTATES, INC., a California corporation (Borrower Agent), each other Subsidiary of Borrower Agent party to the Loan Agreement referenced below, as amended, together with Borrower Agent, each a Borrower and, collectively Borrowers, the financial institutions party hereto, and BANK OF THE WEST, as administrative agent for the Lenders (in such capacity, Agent) (as amended, modified, restated or supplemented from time to time, the Loan Agreement), Agent and the Lenders have provided, and shall continue to provide, certain financial accommodations to Borrowers;
WHEREAS, pursuant to that certain Joinder Agreement (Joinder Agreement) dated as of even date herewith by and among Guarantor, Borrower Agent and each Borrower, Agent and the Lender, Guarantor shall become Holdings under the Loan Agreement as of the date hereof.
WHEREAS, the Guarantor acknowledges that it is an integral part of a consolidated enterprise and that it will receive direct and indirect benefits from the availability of the credit facility provided for in the Loan Agreement, from the making of the Loans by the Lenders and from the issuance of the Letters of Credit by the Issuing Bank;
WHEREAS, in order to induce Agent and Lenders to enter into the Joinder Agreement, and to continue to provide financial accommodations to Borrowers pursuant to the Loan Agreement and the other Loan Documents (as defined in the Loan Agreement), Guarantor has agreed to guaranty the Obligations (as defined in the Loan Agreement);
NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties agree as follows:
1. Definitions. Any capitalized term not otherwise defined in this Guaranty shall have the meaning given to the term in the Loan Documents.
2. Guaranty. Guarantor guarantees to Agent and Lenders the timely (whether as scheduled or upon acceleration) payment when due and performance of the Obligations, whenever and however they may arise (the Guaranteed Obligations). If Borrowers fail to pay or perform any of the Guaranteed Obligations, Guarantor will immediately pay or perform such Guaranteed Obligation.