MONDAVI ROBERT CORP
ROBERT MONDAVI 10.48
<DOCUMENT>
<TYPE>EX-10.48
<SEQUENCE>13
<FILENAME>a4257058ex10_48.txt
<DESCRIPTION>ROBERT MONDAVI 10.48
<TEXT>

                             FIRST OMNIBUS AMENDMENT
                      TO CERTAIN OF THE OPERATIVE DOCUMENTS

         THIS FIRST AMENDMENT dated as of May 11, 2001 (this "Amendment") amends
(i) the Participation Agreement, as amended, dated as of July 14, 2000 (the
"Participation Agreement"), entered into by and among R.M.E., 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 Guarantor
(the "Guarantor"); LODI 2000 DISTRIBUTION 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 July 14, 2000 (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 July
14, 2000 (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 July
14, 2000 (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;

<PAGE>


         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 1.3:

         Section 1.1. Aggregate Commitment Amount Definition. The definition of
"Aggregate Commitment Amount" in Appendix A to the Participation Agreement is
amended by deleting the amount "$17,000,000" therein and substituting the amount
"$31,000,000" therefor.

         Section 1.2. 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 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 Section 2.1:

         Section 2.1. Commitment. The Second Recital to the Loan Agreement shall
be amended by replacing the dollar amount "$16,490,000" with the dollar amount
"$30,070,000" therefor.

         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 "$17,000,000" in the first Notice provision on the
first page thereof with the dollar amount "$31,000,000" therefor; (ii) replacing
the dollar amount "$17,000,000" in line 14 of paragraph 5(b) thereof with the
dollar amount "$31,000,000" therefor and (iii) replacing the phrase "Seventeen
Million Dollars ($17,000,000)" in paragraph 11 thereof with the phrase "Thirty
One Million Dollars ($31,000,000)" 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 Section 4.1:

         Section 4.1. The First Recital to the Assignment shall be amended by
replacing the dollar amount "$17,000,000" with the dollar amount "$31,000,000"
therefor.

         Section 5. Amendment to each Operative Document. Effective on (and
subject to the occurrence of) the Amendment Effective Date, each Operative
Document shall be amended in accordance with Section 5.1:

         Section 5.1. Owner Trustee. Each reference in each Operative Document
to "First Security Bank, National Association" shall be and is hereby deleted
and amended and deemed to be "Wells Fargo Bank Northwest, N.A. (formerly known
as First Security Bank, National Association)".

                                      -2-

<PAGE>


           Section 6. 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.

           Section 7. Effectiveness. The amendments set forth in Sections 1
through 5 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
each existing Lease Supplement, Assignment and, as necessary, supplements
thereto encompassing the amendments set forth herein; (e) each Lender and
Certificate Holder whose commitment has changed pursuant to Section 1.2 hereto
shall have received a new Note and new Certificate to replace such party's prior
Note and Certificate; (f) for the benefit of each Lender and Certificate Holder,
an upfront fee as agreed between the Lessee and each Lender and Certificate
Holder and (g) Bank of America, N.A. and American AgCredit, PCA (also knows as
Pacific Coast Farm Credit Services, PCA) shall have each executed that certain
Assignment Agreement dated May 11, 2001 which shall become effective on or about
the Amendment Effective Date.

           Section 8. Reaffirmation of Guaranty. The Guarantor 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 July 14, 2000. The Guarantor hereby consents to this
Amendment and confirm that the Guaranty and the Guarantor's 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 Guarantor further agrees that the consent of the Guarantor
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 9. Miscellaneous.

         Section 9.1. 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.

                                      -3-

<PAGE>


         Section 9.2. 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 9.3. 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.

         Section 9.4. Successors and Assigns. This Amendment shall be binding
upon the Lessee, the Guarantor, 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, Guarantor, 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]




                                      -4-

<PAGE>




         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.

                                    R.M.E., INC., as Lessee and Construction
                                       Agent


                                    By
                                          Name
                                          Its

                                    THE ROBERT MONDAVI CORPORATION, as 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



                                    BMO GLOBAL CAPITAL SOLUTIONS, INC., as
                                      Arranger


                                    By
                                          Name
                                          Its


                                      -5-

<PAGE>


                                    WELLS FARGO BANK NORTHWEST, N.A., (formerly
                                      known as First Security Bank, National
                                      Association), not in its individual
                                      capacity, except as expressly provided
                                      herein, but solely as Owner Trustee


                                     By__________________________________
                                       Name
                                       Its


                                    LODI 2000 DISTRIBUTION TRUST, as Lessor
                                       Trust

                                    By:   Wells Fargo Bank Northwest, N.A.,
                                      (formerly known as 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





                                      -6-

<PAGE>





                                                                COMMITMENT
              PARTICIPANT                  COMMITMENT           PERCENTAGE


                LENDERS

     Harris Trust and Savings Bank        $18,042,000             58.20%

     Bank of America, N.A.                $12,028,000             38.80%
                                          -----------

                                          $30,070,000            97.0000%

          CERTIFICATE HOLDERS

Harris Trust and Savings Bank             $   558,000              1.80%

Bank of America, N.A.                     $   372,000              1.20%
                                          -----------

         TOTAL                            $   930,000             3.0000%


         TOTAL COMMITMENT                 $31,000,000              100%




</TEXT>
</DOCUMENT>
