Domaines Barons de Rothschild (Lafite) SCA 33, rue de la Baume 75008 Paris France May 16, 2004Letter of Intent • May 17th, 2004 • Huneeus Vintners LLC • Beverages
AGREEMENT AND PLAN OF MERGER BY AND AMONG DOMAINES BARONS DE ROTHSCHILD (LAFITE), TRIPLE WINES, INC. AND THE CHALONE WINE GROUP, LTD. DATED AS OF OCTOBER 30, 2004Merger Agreement • November 2nd, 2004 • Huneeus Vintners LLC • Beverages • California
This AGREEMENT AND PLAN OF MERGER, dated as of October 30, 2004 (this “Agreement”), by and among Domaines Barons de Rothschild (Lafite), a société en commandite par actions organized under the laws of France (“Parent”), Triple Wines, Inc., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and The Chalone Wine Group, Ltd., a California corporation (the “Company”).
CONSENT AND WAIVERConsent and Waiver • December 20th, 2004 • Huneeus Vintners LLC • 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”).
AGREEMENT TO ESTABLISH JOINT VENTURE among DOMAINES BARONS DE ROTHSCHILD (LAFITE) SCA CONSTELLATION BRANDS, INC. and HUNEEUS VINTNERS LLC October 30, 2004Joint Venture Agreement • November 2nd, 2004 • Huneeus Vintners LLC • Beverages • New York
This Amended and Restated Limited Liability Company Agreement of Triple Wines, LLC, a Delaware limited liability company (the “Company”), dated as of , 2005, is made by and among the Persons listed on Schedule I hereto, as amended from time to time (individually, a “Member” and, collectively, together with any additional members hereafter admitted to the Company in accordance with this Limited Liability Company Agreement, the “Members”).
GUARANTYGuaranty • November 2nd, 2004 • Huneeus Vintners LLC • Beverages • California
This GUARANTY is given as of October 30, 2004 by Constellation Brands, Inc., a Delaware corporation (“Constellation”), and Huneeus Vintners LLC, a Delaware limited liability company, (“Huneeus”) in favor of The Chalone Wine Group Ltd., a California corporation (the “Company”).
