EXHIBIT 2
AGREEMENT
This Agreement is between The Chalone Wine Group, Ltd., a California
corporation (the "Company"), Les Domaines Barons xx Xxxxxxxxxx (Lafite) ("DBR")
and SFI Intermediate Ltd., a Texas limited partnership ("SFI").
On August 27, 2001, a special committee of the Company's Board of
Directors approved a rights offering to the Company's shareholders. Under the
terms of the rights offering, each shareholder will be given a pro rata right to
buy shares of the Company's common stock at the price of $10.00 per share. The
Company will offer a total of 1,500,000 shares of its common stock pursuant to
the rights offering. The rights offering will permit shareholders to
oversubscribe for shares which are not purchased through the exercise of the
basic subscription right.
The parties hereby agree (i) that DBR and SFI will each exercise all of
the rights they will receive in the rights offering as shareholders of the
Company and (ii) that, in the event not all shareholders exercise their rights
pursuant to the rights offering, DBR and SFI will each oversubscribe (pro rata
as between DBR and SFI) to the rights offering so that they will acquire all the
shares offered to other holders of rights, to the extent those shares are not
purchased through the exercise of rights or exercise by other persons of the
oversubscription privilege in the rights.
This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but all of which shall constitute one and the same
instrument.
THE CHALONE WINE GROUP, LTD. LES DOMAINES BARONS XX
XXXXXXXXXX (LAFITE)
By: /s/ XXXXXX X. XXXXXXXXX By: /s/ BARON XXXX XX XXXXXXXXXX
-------------------------------- ---------------------------------
Its: President and CEO Its: Chairman
Date: September 7, 2001 Date: September 4, 2001
SFI INTERMEDIATE LTD.
By: /s/ XXXXXXX X. XXXXX
---------------------------
Its: President
Date: September 5, 2001
