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EXHIBIT 10.1
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF
MERGER, dated as of May 31, 2000 (the "Amendment"), among NCP-SBG, L.P., a
Delaware limited partnership ("Purchaser"), NCP-SBG Recapitalization Corp., a
Delaware corporation ("MergerCo"), and Saratoga Beverage Group, Inc., a Delaware
corporation (the "Company"). Undefined capitalized terms used herein have the
meanings ascribed in Section 8.1 of the Agreement defined below.
W I T N E S S E T H:
WHEREAS, on January 5, 2000, the parties hereto entered into that
certain Stock Purchase Agreement and Agreement and Plan of Merger (the
"Agreement"); and
WHEREAS, the parties to the Agreement desire to amend certain
provisions of the Agreement, make certain acknowledgements and take certain
other related actions.
NOW, THEREFORE, in consideration of the foregoing premises and
respective agreements made herein and of the mutual benefits to be derived
therefrom, and for other good and valuable consideration the receipt and
adequacy of which is hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Termination Date. June 21, 2000 shall be the replacement date for
May 31, 2000 under Section 7.1(b) of the Agreement, provided that the
designation of such replacement date shall cease to be effective if MergerCo and
Purchaser and each Continuing Stockholder have not entered into definitive
documentation regarding the transactions contemplated in the Continuing
Stockholders Term Sheet (draft dated May 30, 2000) on or before June 7, 2000.
2. No Material Adverse Effect. Section 6.2(d) of the Agreement shall be
amended to replace the phrase "the date hereof through and including the
Effective Time" with the phrase "April 1, 2000 through and including May 31,
2000".
3. Representations, Performance, Etc. Each of MergerCo and Purchaser
hereby waives its rights under Section 6.2(a) of the Agreement regarding the
representations and the warranties of the Company in the second sentence of
Section 2.6 and in Sections 2.7 and 2.21 of the Agreement with respect to
Company Reports and the consolidated financial statements included in the
Company SEC Documents, in each case, for the fiscal year ended December 31,
1999.
4. Performance of Obligations. (a) MergerCo and Purchaser acknowledge
that the Company has fulfilled the condition set forth in Section 6.2(b) of the
Agreement for the period from January 5, 2000 through and including the date
hereof.
(b) The Company acknowledges that MergerCo and Purchaser have fulfilled
the condition set forth in Section 6.3(b) of the Agreement for the period from
January 5, 2000 through and including the date hereof.
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(c) Sections 6.2(b) and 6.3(b) of the Agreement shall be amended to
replace the words "prior to" with the word "during the period commencing June 1,
2000 through and including".
5. Effect of Amendment. Except as set forth in this Amendment, the
Agreement shall remain in full force and effect.
6. Counterparts. This Amendment may be executed in counterparts, each
of which shall be deemed an original and all of which shall together constitute
one and the same instrument.
7. Governing Law. This Amendment shall be governed in all respects,
including as to validity, interpretation and effect, by the internal laws of the
State of New York without giving effect to the conflict of laws rules thereof to
the extent that application of the law of another jurisdiction would be required
thereby.
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IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
the date first above written.
SARATOGA BEVERAGE GROUP, INC.
By: /s/ Adam Madkour
Name: Adam Madkour
Title: President - Saratoga Spring Water
Executive Vice President -
Saratoga Beverage Group
NCP-SBG RECAPITALIZATION CORP.
By: /s/ Peter J. Shabecoff
Name: Peter J. Shabecoff
Title: Vice President
NCP-SBG, L.P.
By: NCP-SBG GP, L.L.C.
its General Partner
By: /s/ Peter J. Shabecoff
Name: Peter J. Shabecoff
Title: Executive Vice President
