Estate of Richie C. Heck, Deceased , Gary Heck, Special Administrator - Page 6




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          October 1994 to grant Brown-Forman worldwide distribution rights.           
               In addition to dealing with the distribution of Korbel’s               
          products, the agreement grants to Brown-Forman a right of first             
          refusal with respect to offers of Korbel’s stock by family                  
          members.  In that respect, the agreement provides:                          
                    RIGHT OF FIRST REFUSAL.  In the event any member                  
               of the Heck family desires to sell his or her shares of                
               stock in KORBEL to a person who is not a lineal                        
               descendant of ADOLF L. HECK, he or she shall notify                    
               BROWN-FORMAN, in writing, giving the name of the                       
               prospective purchaser, a copy of the offer to purchase,                
               the number of shares and the price per share.  BROWN-                  
               FORMAN shall have thirty (30) days from receipt of such                
               notice to elect to purchase and pay for the said stock                 
               at the price stated for cash.  If BROWN-FORMAN does not                
               purchase such stock within said 30 day period, it may                  
               be sold to the stated person at the stated price                       
               without any further obligation to BROWN-FORMAN, meaning                
               that BROWN-FORMAN shall not have any further right to                  
               purchase any of the KORBEL stock sold.  If KORBEL has a                
               prospective purchaser for 50% or more of KORBEL stock                  
               who is not a lineal descendant of ADOLF L. HECK and                    
               BROWN-FORMAN does not exercise its prior right to                      
               purchase said stock, then BROWN-FORMAN shall have no                   
               further first right of refusal to buy that stock of                    
               KORBEL at any time.  * * *                                             
          Financial Performance                                                       
               From 1985 through 1994, Korbel’s sales and net income were             
          as follows:                                                                 
                    Year           Revenues            Net Income                     
                    1986      $76,955,000         $17,527,000                         
                    1987      85,582,000               25,317,000                     
                    1988           86,920,000          20,177,000                     
                    1989      79,294,000               12,728,000                     
                    1990           78,646,000          11,961,000                     
                    1991      75,677,000               7,735,000                      
                    1992      77,551,000               6,720,000                      
                    1993           78,569,000          7,179,000                      
                    1994           82,758,000          11,955,000                     





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