AGREEMENT AND PLAN OF MERGER OF THE ROBERT MONDAVI CORPORATION (A Delaware Corporation) AND THE ROBERT MONDAVI CORPORATION (A California Corporation)Agreement and Plan of Merger • August 30th, 2004 • Mondavi Robert Corp • Beverages
THIS AGREEMENT AND PLAN OF MERGER dated as of August 20, 2004 (the “Agreement”) is between The Robert Mondavi Corporation, a Delaware corporation (“Mondavi Delaware”) and The Robert Mondavi Corporation, a California corporation (“Mondavi California”). Mondavi Delaware and Mondavi California are sometimes referred to herein as the “Constituent Corporations”.
UBS CREDIT CORP. LN LOAN AGREEMENTMondavi Robert Corp • August 30th, 2004 • Beverages • New York
THIS LOAN AGREEMENT (as the same may be amended, supplemented or otherwise modified from time to time, this “Agreement”) is made by and between the party or parties signing this Agreement as Client where indicated below (together and individually, “Client”) and UBS Credit Corp. (“UBSCC”).
STOCK BUY-SELL AGREEMENTStock Buy-Sell Agreement • August 30th, 2004 • Mondavi Robert Corp • Beverages • California
This Stock Buy-Sell Agreement (“Agreement”) is entered into by and among R. Michael Mondavi; Marcia Mondavi Borger; Timothy J. Mondavi; R. Michael Mondavi, Timothy J. Mondavi and Clifford Adams, as trustees of the Marjorie Mondavi Trust (“Trust”); Robert Mondavi; and The Robert Mondavi Corporation, a California corporation (the “Company”), as of the 1st day of March, 1982. The parties to this Agreement hereby RECITE and AGREE as follows:
VOTING AGREEMENTVoting Agreement • August 30th, 2004 • Mondavi Robert Corp • Beverages • California
This VOTING AGREEMENT (the “Agreement”) is made and entered into as of August 20, 2004, by and among The Robert Mondavi Corporation, a California corporation (the “Company”) and Robert G. Mondavi, R. Michael Mondavi, Timothy J. Mondavi and Marcia Mondavi Borger (together, the “Shareholders”).
