Chalone Wine Group LTD Sample Contracts
THE CHALONE WINE GROUP, LTD. CREDIT AGREEMENT Dated as of April 19, 2002 COOPERATIEVE CENTRALE RAIFFEISEN - BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL", NEW YORK BRANCH ARRANGER, ADMINISTRATIVE AGENT SWINGLINE LENDER AND ISSUING LENDER TABLE OF CONTENTSCredit Agreement • March 31st, 2003 • Chalone Wine Group LTD • Beverages • New York
Standard Contracts
PURCHASE AGREEMENTPurchase Agreement • June 29th, 1999 • Chalone Wine Group LTD • Beverages • California
THE CHALONE WINE GROUP, LTD. FIRST AMENDMENT AND CONSENT Dated as of August 23, 2002Note Purchase Agreement • March 31st, 2003 • Chalone Wine Group LTD • Beverages • New York
RECITALS --------Credit Agreement • June 29th, 2001 • Chalone Wine Group LTD • Beverages • California
CREDIT AGREEMENTCredit Agreement • June 29th, 1999 • Chalone Wine Group LTD • Beverages • California
RECITALSRegistration Rights Agreement • March 31st, 2003 • Chalone Wine Group LTD • Beverages • California
EXHIBIT 10.56 SECOND AMENDMENT TO JOINT VENTURE AGREEMENTJoint Venture Agreement • March 31st, 2003 • Chalone Wine Group LTD • Beverages
L E A S ELease Agreement • June 29th, 1999 • Chalone Wine Group LTD • Beverages • California
SUBORDINATION AGREEMENT (SFI Intermediate Limited) THIS SUBORDINATION AGREEMENT (this "Agreement"), dated as of August __, 2002, is made by SFI Intermediate Limited (the "Creditor") in favor of each of the "Senior Lenders" listed on SCHEDULE 1 hereto...Subordination Agreement • March 31st, 2003 • Chalone Wine Group LTD • Beverages • New York
RECITALSCredit Agreement • March 31st, 2003 • Chalone Wine Group LTD • Beverages • New York
EXECUTION VERSION AGREEMENT AND PLAN OF MERGERMerger Agreement • December 20th, 2004 • Chalone Wine Group LTD • Beverages • California
PURCHASE AGREEMENTPurchase Agreement • June 30th, 1999 • Chalone Wine Group LTD • Beverages • California
RECITALCredit Agreement • June 26th, 1998 • Chalone Wine Group LTD • Beverages • California
VOTING AGREEMENTVoting Agreement • September 21st, 2001 • Chalone Wine Group LTD • Beverages • California
PURCHASE AGREEMENT THIS PURCHASE AGREEMENT ("Agreement") is entered into as of July 1, 1996, between THE CHALONE WINE GROUP, LTD., a California corporation ("Chalone"), RICHARD H. GRAFF, TRUSTEE, GRAFF 1993 TRUST DATED JUNE 10, 1993, a trust ("Graff...Purchase Agreement • March 28th, 1997 • Chalone Wine Group LTD • Beverages • California
ARTICLE I THE CREDITSCredit Agreement • June 26th, 1998 • Chalone Wine Group LTD • Beverages • California
EXHIBIT 2Omnibus Agreement • November 14th, 1995 • Chalone Wine Group LTD • Beverages • California
EX-99.6 SUBSCRIPTION AGENT AGREEMENT This Subscription Agent Agreement (the "Agreement") is made as of October 9, 2001 between The Chalone Wine Group, Ltd. (the "Company") and EquiServe Trust Company, N.A., as subscription agent (the "Agent"). All...Subscription Agent Agreement • October 10th, 2001 • Chalone Wine Group LTD • Beverages • Massachusetts
THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE, IN RELIANCE UPON CERTAIN EXEMPTIVE PROVISIONS OF...Convertible Note Agreement • March 31st, 2003 • Chalone Wine Group LTD • Beverages
RECITALSConvertible Note Purchase Agreement • March 31st, 2003 • Chalone Wine Group LTD • Beverages • California
RECITALSCredit Agreement • June 26th, 1998 • Chalone Wine Group LTD • Beverages
TERM LOAN NOTE PROMISSORY NOTE ---------------Term Loan Note • June 29th, 1999 • Chalone Wine Group LTD • Beverages • California
FOR VALUE RECEIVED, the undersigned, Chalone Wine Group, Ltd. (the "Borrower"), HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland," New York Branch (the "Bank"), the principal sum of the Term Loan advanced to the Borrower under the Credit Agreement referenced below. The outstanding principal sum hereof shall be payable in 22 substantially equal consecutive installments (based on a ten-year amortization schedule) due and payable on the last day of each calendar quarter and commencing on December 31, 2000, plus a final principal installment equal to the unpaid principal balance of the Term Loan then outstanding, together with all accrued and unpaid interest thereon, due and payable on the Term Loan Maturity Date.
RECITALSVoting Agreement • September 17th, 2001 • Chalone Wine Group LTD • Beverages • California
CONSULTING AND NON-COMPETITION AGREEMENT This Consulting and Non-Competition Agreement ("Agreement"), dated as of July 1, 1996, is made between The Chalone Wine Group, Ltd., a California corporation ("Chalone") and Richard H. Graff, an individual...Consulting and Non-Competition Agreement • March 28th, 1997 • Chalone Wine Group LTD • Beverages • California
FINAL THE CHALONE WINE GROUP, LTD. $ 5,000,000 8.75% Senior Guaranteed Notes, Series A, Due September 15, 2010 $ 10,000,000 8.78% Senior Guaranteed Notes, Series B, Due September 15, 2010 $ 15,000,000 8.90% Senior Guaranteed Notes, Series C, Due...Note Purchase Agreement • June 29th, 2001 • Chalone Wine Group LTD • Beverages • New York
REVOLVING LOAN NOTE PROMISSORY NOTE ---------------Revolving Loan Note • June 29th, 1999 • Chalone Wine Group LTD • Beverages
FOR VALUE RECEIVED, the undersigned, Chalone Wine Group, Ltd. (the "Borrower"), HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland," New York Branch (the "Bank") on the Revolving Loan Maturity Date the principal sum of FORTY MILLION DOLLARS ($40,000,000) or, if less, the aggregate outstanding principal amount of the Revolving Loans made by the Bank to the Borrower pursuant to the Credit Agreement referred to below.
RECITALSGrape Purchase Agreement • March 31st, 2003 • Chalone Wine Group LTD • Beverages • California
AGREEMENTRights Offering Agreement • September 17th, 2001 • Chalone Wine Group LTD • Beverages
This 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").
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND POST-CLOSING UNDERTAKINGS AGREEMENTCredit Agreement • November 12th, 2004 • Chalone Wine Group LTD • Beverages • New York
* To be calculated without giving effect to the principal amount of the Shareholder Subordinated Debt or any interest payable thereunder.
CHALONE WINE GROUP, LTD. CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • November 12th, 2004 • Chalone Wine Group LTD • Beverages • California
This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Robert Farver (the “Employee”) and Chalone Wine Group, Ltd. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).
RETENTION BONUS AGREEMENTRetention Bonus Agreement • November 12th, 2004 • Chalone Wine Group LTD • Beverages • California
This Retention Bonus Agreement (the “Agreement”) is made and entered into effective as of August 22, 2004 (the “Effective Date”), between CHALONE WINE GROUP, LTD., a California corporation (the “Company”), and Shawn Blom (“Employee”).
CONSENT AND WAIVERConsent and Waiver • December 23rd, 2004 • Chalone Wine Group LTD • 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 AND PLAN OF MERGER BY AND AMONG DOMAINES BARONS DE ROTHSCHILD (LAFITE) (PARENT) TRIPLE WINES, INC. (MERGER SUB) AND THE CHALONE WINE GROUP, LTD. (COMPANY) DATED AS OF OCTOBER 30, 2004Merger Agreement • November 1st, 2004 • Chalone Wine Group LTD • 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”).
GUARANTYGuaranty • November 1st, 2004 • Chalone Wine Group LTD • 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”).
May 11, 2004Intercreditor and Collateral Agency Agreement • November 12th, 2004 • Chalone Wine Group LTD • Beverages • New York
Reference is made to that certain Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of April 19, 2002, among the Noteholders named in Schedule I thereto (collectively, together with their successors and assigns, the “Noteholders”), the Facility Lenders named in Schedule II thereto (collectively, the “Facility Lenders”; together with the Noteholders, collectively hereinafter referred to as the Secured Parties), Cöoperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”, New York Branch, as administrative agent for the Facility Lenders, and Cöoperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”, New York Branch, as collateral agent for the Agent and the Secured Parties (the “Collateral Agent”) and acknowledged and agreed to by The Chalone Wine Group, Ltd., a California corporation (the “Company”), Edna Valley Vineyard, a California general partnership, SHW Equity Co,, Canoe Ridge Vineyard, LLC, Canoe Ridge Winery, Inc
