[BANK OF THE WEST LETTERHEAD]

EX-10.1 2 v466633_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

 

[BANK OF THE WEST LETTERHEAD]

 

 

April 19, 2017

 

 

CONDITIONAL WAIVER LETTER

 

 

H.D.D. LLC

125 Foss Creek Circle

Healdsburg, CA 95448

Attention: Phillip L. Hurst

 

Re:Loan and Security Agreement dated July 6, 2015 (the “Agreement”) executed by H.D.D. LLC (the “Borrower”) and Bank of the West, a California banking corporation (the “Lender”).

 

Dear Mr. Hurst:

 

The Lender has become aware of certain breach of the terms of the Agreement, which constitute an Event of Default thereunder. The breach is described as follows (references are to section of the Agreement):

 

4.21(d) EBITDA to Current Portion of Long-Term Debt plus Interest Expense. Borrower failed to maintain a ratio of (1) EBITDA plus contributions minus unfinanced capital expenditures minus dividends, withdrawals and distributions to (2) Current Portion of Long-Term Debt plus Interest Expense, of not less than 1.25 to 1.0, measured at the end of each fiscal quarter for fiscal quarter ending 12/31/2016.

 

Except to the extent of this and any prior waiver, the Agreement shall remain unaltered and in full force and effect. This letter shall not be a waiver of any existing Event of Default or breach of a covenant unless specified herein, whether now existing or hereafter occurring and whether now known or hereafter discovered.

 

This waiver shall be effective only upon receipt by the Bank of the enclosed acknowledgment copy executed by the Borrowers along with your payment for the waiver fee in the amount of $5,000.00. If the foregoing is acceptable, please sign the enclosed copy and return, along with your payment, alternatively by signing below, you hereby authorize Bank of the West to debit the company’s general account #027-997189 for the amount due to the undersigned not later than May 10, 2017.

 

Sincerely,

 

Bank of the West,

a California banking corporation

 

 

 

By: /s/ Marina Kremer  
  Marina Kremer, Vice President  

 

 

 

 

ACCEPTANCE

 

 

Borrower accepts the terms and conditions of this Conditional Waiver Letter and agrees to be bound thereby. Borrower acknowledges that this acceptance constitutes Borrower’s representation and warranty that Borrower has made no loans or extensions of credit to any person during the current fiscal year.

 

Accepted and Agreed to this     21     day of April, 2017

 

 

Borrower:

 

H.D.D. LLC

 

By: Truett-Hurst, Inc., Manager

 

 

  By: /s/ Phillip L. Hurst  
    Phillip L. Hurst, Chief Executive Officer/Chairman