AMENDMENT NO. 5

Exhibit 10.7

AMENDMENT NO. 5

to

CREDIT AGREEMENT

THIS AMENDMENT NO. 5 TO THE CREDIT AGREEMENT (this “Amendment”) is made as of October 25, 2005 by and among NATIONAL WINE & SPIRITS, INC. (the “Borrower”), the financial institutions listed on the signature pages hereof and LASALLE BANK NATIONAL ASSOCIATION, in its capacity as contractual representative (the “Agent”) under that certain Credit Agreement dated as of March 31, 2003 by and among the Borrower, the financial institutions party from time to time parties thereto (the “Banks”) and the Agent (as amended as of June 30, 2003, March 31, 2004, June 30, 2004 and September 28, 2005, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Defined terms used herein and not otherwise defined herein shall have the meaning given to them in the Credit Agreement.

WITNESSETH

WHEREAS, the Borrower, the Banks and the Agent are parties to the Credit Agreement; and

WHEREAS, the Borrower, the Agent and the requisite number of Banks under Section 8.1 of the Credit Agreement have agreed to amend the Credit Agreement on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto have agreed to the following amendment to the Credit Agreement:

1. Amendment to the Credit Agreement. Effective as of September 30, 2005 (the “Effective Date”) and subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Credit Agreement is hereby amended as follows:

Commitment Amount: $37,500,000

Percentage of Aggregate Commitment: 62.500000000%

Aggregate Commitment: $60,000,000

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Commitment Amount: $22,500,000

Percentage of Aggregate Commitment: 37.500000000%

Aggregate Commitment: $60,000,000

“Guarantors” shall mean NWS-Indiana, NWS-Illinois, NWS-Illinois, LLC, NWS Michigan, Inc. United States Beverage, L.L.C. and National Wine & Spirits, LLC, and each Person that enters into a Guaranty pursuant to Section 5.1(G)(ii).

The Company agrees to pay to each Bank a commitment fee on the daily average unused amount of its respective Commitment, for the period from the Effective Date to but excluding the Termination Date, at a rate equal to forty-five one-hundredths of one percent (0.45%) per annum during the period ending on the tenth Business Day following the receipt by the Agent of the Company’s financial statements for the fiscal quarter ending on March 31, 2003, and thereafter at a per annum rate equal to the Applicable Margin; provided that for the period commencing on September 30, 2005 to but not including October [            ], 2005, such commitment fee shall be calculated based upon a Commitment equal to $47,000,000. Accrued commitment fees shall be payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing on the first such Business Day occurring after the Effective Date, and on the Termination Date.

2. Consent. At the request of the Borrower, effective as of the Effective Date and subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Agent and the Banks hereby consent, pursuant to Section 8.1 of the Credit Agreement, to permit, notwithstanding and as an additional exception to the limitations set forth in Section 5.2(C) of the Credit Agreement, the Borrower and/or certain of its Subsidiaries to acquire (the “Subject Acquisition”) all of the capital stock of L & L Wine and Liquor Corporation, a Michigan corporation (“Target”); provided that (a) the Subject Acquisition shall be for a purchase price (including, without limitation or duplication, cash, Restricted Payments and Indebtedness assumed) not to exceed $18,000,000, (b) the Subject Acquisition shall be consummated on or before December 31, 2005 pursuant to that certain Stock Purchase Agreement dated as of September 1, 2005 (the “Stock Purchase Agreement”), by and between the Borrower, as purchaser, and Stephen H. Lewis and Milford T. Lewis, individually and as trustee of the Milford T. Lewis Revocable Living Trust Agreement, dated November 29, 1998, as sellers, as in effect as of the Effective Date, and the Stock Purchase Agreement shall not have been amended or modified in any material respect or any material condition therein waived without the prior

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written consent of the Administrative Agent and the Required Banks, (c) the aggregate purchase price and other acquisition costs of fixed assets and other capital expenditures made by the Company or any of its Restricted Subsidiaries during the 2006 fiscal year shall not exceed $5,000,000, calculated exclusive of the purchase price (including, without limitation or duplication, cash, Restricted Payments and Indebtedness assumed) of the Subject Acquisition, (d) the Borrower and its Subsidiaries shall otherwise satisfy the requirements described in Sections 5.1(G) and 5.2(F) of the Credit Agreement with respect to the Subject Acquisition, and (e) after giving effect to the Subject Acquisition, no Default or Event of Default shall exist.

3. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Agent shall have received the following:

4. Amendment Fee. Each Bank that delivers a duly executed signature page to this Amendment to the Agent’s counsel, Sidley Austin Brown & Wood LLP, Attention: Latonia Keith, by facsimile (Fax: 312 ###-###-####) by 12:00 noon (Chicago time) on October [            ], 2005, shall be entitled to an amendment fee (the “Amendment Fee”) equal to (i) 0.10% (10 basis points) multiplied by (ii) (a) in the case of LaSalle Bank National Association, $12,500,000 (which amount is equal to the increased amount of such Bank’s Commitment pursuant to this Amendment and pursuant to Amendment No. 4 to the Credit Agreement dated as of September 28, 2005) and (b) in the case of National City Bank of Indiana, $7,500,000 (which amount is equal to the increased amount of such Bank’s Commitment pursuant to this Amendment).

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5. Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows:

6. Reference to the Effect on the Credit Agreement.

7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET SEQ., BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS) OF THE STATE OF ILLINOIS.

8. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

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9. Counterparts. This Amendment may be executed by one or more of the parties to the Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

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REAFFIRMATION

Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 5 to the Credit Agreement dated as of March 31, 2003 by and among National Wine & Spirits, Inc. (the “Borrower”), the financial institutions from time to time party thereto (the “Banks”) and LaSalle Bank National Association, in its individual capacity as a Bank and in its capacity as contractual representative (the “Agent”) (as amended as of June 30, 2003, March 31, 2004, June 30, 2004 and September 28, 2005, and as the same may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), which Amendment No. 5 is dated as of October 25, 2005 (the “Amendment”). Capitalized terms used in this Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement. Without in any way establishing a course of dealing by the Agent or any Bank, each of the undersigned reaffirms the terms and conditions of the Guaranty, the Pledge Agreement, Security Agreement and any other Loan Document executed by it and acknowledges and agrees that such agreement and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained in the above-referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment and as the same may from time to time hereafter be amended, modified or restated.

Dated as of October 25, 2005