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 xx Xxxxxxxxxx (Lafite)
S.C.A., a French company ("DBR"), and SFI Intermediate Ltd., a Texas limited
partnership ("SFI"),
W I T N E S S E T H:
WHEREAS, DBR and SFI are parties to that certain Voting Agreement, dated
August 31, 2001 (the "Voting Agreement"), with respect to their respective
holdings of shares of common stock, no par value ("Common Stock"), of The
Chalone Wine Group, Ltd., a California corporation (the "Company"); and
WHEREAS, DBR and SFI desire to terminate the Voting Agreement and certain
other arrangements relating to their respective holdings of Common Stock as of
12:01 a.m. on May 17, 2004 (the "Effective Time");
NOW, THEREFORE, in consideration of the premises, the terms and conditions
set forth herein and the mutual benefits to be gained by the performance
thereof, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Termination of Voting Agreement. As of the Effective Time, the Voting
Agreement shall be terminated and cease to be of any further force or effect,
and neither DBR nor SFI shall have any further rights or obligations
thereunder.
2. Termination of Informal Arrangements. As of the Effective Time, any
arrangement between DBI and SFI with respect to their respective holdings of
Common Stock that is not reflected in the Voting Agreement, including the
arrangement relating to open market purchases or sales of shares of Common
Stock described in the fourth paragraph of Item 4 of Amendment No. 9 to the
Statement on Schedule 13D filed by SFI with the Securities and Exchange
Commission (the "SEC") with respect to its ownership of Common Stock and Item 4
of Amendment No. 20 to the Statement on Schedule 13D filed by DBR with the SEC
with respect to its ownership of Common Stock, shall be terminated and cease to
be of any further force or effect.
3. Beneficial Ownership Reporting. Each of DBR and SFI shall,
as promptly as practicable after the Effective Time, file with the SEC an
amendment to its Schedule 13D relating the Common Stock in which each such
party shall make appropriate disclosure of the termination of the Voting
Agreement and any other arrangements relating to their respective holdings of
Common Stock as provided for in paragraphs 1 and 2 above.
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4. Further Assurances. Each party hereto shall execute and deliver such
other agreements and other documents and take such other actions as may
reasonably be requested by the other party in order to effectuate the
provisions of this Termination Agreement.
5. Entire Agreement. This Termination Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof.
6. Governing Law. This Termination Agreement shall governed by the laws of
the State of California without reference to its conflict of law rules.
7. Counterparts. This Termination Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their respective representatives, thereunto duly authorized, as of
the day and year first above written.
DOMAINES BARONS DE ROTHSCHILD (LAFITE) S.C.A.
By: /s/ Xxxx xx Xxxxxxxxxx
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Xxxx xx Xxxxxxxxxx
Managing Director
SFI INTERMEDIATE LTD.
By: GHA 1 Holdings, Ltd.,
its general partner
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
President
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