BY AND AMONGAgreement and Plan of Merger • November 1st, 2004 • Domaines Barons De Rothschild /Lafite/ • Beverages • California
Voting AgreementVoting Agreement • September 17th, 2001 • Domaines Barons De Rothschild /Lafite/ • Beverages • California
EXHIBIT CSubordination Agreement • August 30th, 2002 • Domaines Barons De Rothschild /Lafite/ • Beverages • New York
EXHIBIT DRegistration Rights Agreement • August 30th, 2002 • Domaines Barons De Rothschild /Lafite/ • Beverages • California
Exhibit 12 JOINT FILING AGREEMENT This will confirm the agreement by and between the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of shares of Common...Joint Filing Agreement • November 1st, 2004 • Domaines Barons De Rothschild /Lafite/ • Beverages
This will confirm the agreement by and between the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of shares of Common Stock, no par value per share, of The Chalone Wine Group Ltd. is being filed on behalf of each of the undersigned under the Securities Exchange Act of 1934, as amended. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • August 30th, 2002 • Domaines Barons De Rothschild /Lafite/ • Beverages • California
AMENDED AGREEMENTAmended Agreement • December 10th, 2001 • Domaines Barons De Rothschild /Lafite/ • Beverages
This Amended Agreement is between The Chalone Wine Group, Ltd., a California corporation (the "Company"), Les Domaines Barons de Rothschild (Lafite) ("DBR") and SFI Intermediate Ltd., a Texas limited partnership ("SFI").
Exhibit 3 TERMINATION OF VOTING AGREEMENT This TERMINATION OF VOTING AGREEMENT (this "Termination Agreement"), dated as of May 17, 2004, by and between Domaines Barons de Rothschild (Lafite) S.C.A., a French company ("DBR"), and SFI Intermediate Ltd.,...Termination of Voting Agreement • May 17th, 2004 • Domaines Barons De Rothschild /Lafite/ • Beverages • California
AGREEMENTAgreement • September 17th, 2001 • Domaines Barons De Rothschild /Lafite/ • Beverages
CONSENT AND WAIVERConsent and Waiver • December 20th, 2004 • Domaines Barons De Rothschild /Lafite/ • Beverages • California
Consent and Waiver (this “Consent and Waiver”), dated as of December 17, 2004, from each of Domaines Barons de Rothschild (Lafite) SCA, a French société en commandite par actions (“DBR”), Constellation Brands, Inc., a Delaware corporation (“Constellation”), Huneeus Vintners LLC, a Delaware limited liability company (“Huneeus”), and Triple Wines, Inc., a California corporation (“Triple Wines”), for the benefit of Diageo North America, Inc., a Connecticut corporation (“DNA”), Double Wines, Inc., a California corporation (“Merger Sub”) and The Chalone Wine Group, Ltd. (“Chalone”).
Domaines Barons de Rothschild (Lafite) SCA 33, rue de la Baume 75008 Paris France May 16, 2004LLC Operating Agreement Term Sheet • May 17th, 2004 • Domaines Barons De Rothschild /Lafite/ • Beverages
THE CHALONE WINE GROUP, LTD. 621 Airpark Road Napa, California 94558 July 8, 2004Domaines Barons De Rothschild /Lafite/ • July 9th, 2004 • Beverages • California
In connection with the consideration of a possible negotiated transaction between The Chalone Wine Group, Ltd. (the “Company”), and Domaines Barons de Rothschild (Lafite) SCA (the “Counterparty”), each such party (as such, the “disclosing party”) is prepared to make available to the other party (as such, the “receiving party”) certain information, including information concerning the disclosing party. As a condition to, and in consideration of, such information being furnished to each party and its directors, officers, employees, subsidiaries, affiliates, agents or advisors (including, without limitation, attorneys, accountants, consultants and financial advisors) or financing or insurance sources (collectively, “Representatives”), each party agrees to treat such information (whether prepared by the disclosing party, its Representatives or otherwise and irrespective of the form of communication) which is furnished to such party or its Representatives before or after the date hereof by
EXHIBIT BDomaines Barons De Rothschild /Lafite/ • August 30th, 2002 • Beverages
