Exhibit 2
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JOINT FILING AGREEMENT
JOINT FILING AGREEMENT (this "Agreement"), dated as of September 26, 2000,
among TPG Partners, L.P., a Delaware limited partnership ("TPG"), TPG Parallel
I, L.P., a Delaware limited partnership ("Parallel"), Wine Partners, L.P., a
Delaware limited partnership ("Wine Partners"), and TPG GenPar, L.P., a Delaware
limited partnership ("GenPar").
W I T N E S S E T H
WHEREAS, as of the date hereof, each of TPG, Parallel and GenPar is
amending their statement on Schedule 13D dated November 14, 1997 (the "Schedule
13D") with respect to the common stock of Xxxxxxxx Wine Estates Holdings, Inc.,
a corporation organized and existing under the laws of Delaware, by filing,
together with Wine Partners, Amendment No. 1 to the Schedule 13D ("Amendment No.
1");
WHEREAS, each of TPG, Parallel, Wine Partners and GenPar is individually
eligible to file Amendment No. 1;
WHEREAS, each of TPG, Parallel, Wine Partners and GenPar
wishes to file Amendment No. 1 and any future amendment to the Schedule 13D
jointly and on behalf of each of TPG, Parallel, Wine Partners and GenPar,
pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 0000 (xxx
"Xxxxxxxx Xxx");
NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the parties hereto agree as follows:
1. TPG, Parallel, Wine Partners and GenPar hereby agree that Amendment No.
1 is, and any future amendments to the Schedule 13D will be, filed on behalf of
each of TPG, Parallel, Wine Partners and GenPar pursuant to Rule
13d-1(k)(1)(iii) under the Exchange Act.
2. TPG hereby acknowledges that, pursuant to Rule 13d-1(k)(1)(i) under the
Exchange Act, TPG is responsible for the timely filing of Amendment No. 1 and
any future amendments to the Schedule 13D, and for the completeness and accuracy
of the information concerning TPG contained therein, and is not responsible for
the completeness and accuracy of the information concerning Parallel, Wine
Partners and GenPar contained therein, unless TPG knows or has reason to know
that such information is inaccurate.
3. Parallel hereby acknowledges that, pursuant to Rule 13d-1(k)(1)(i) under
the Exchange Act, Parallel is responsible for the timely filing of Amendment No.
1 and any future amendments to the Schedule 13D, and for the completeness and
accuracy of the information concerning Parallel contained therein, and is not
responsible for the completeness and accuracy of the information concerning TPG,
Wine Partners and GenPar contained therein, unless Parallel knows or has reason
to know that such information is inaccurate.
4. Wine Partners hereby acknowledges that, pursuant to Rule 13d-1(k)(1)(i)
under the Exchange Act, Wine Partners is responsible for the timely filing of
Amendment No. 1 and any future amendments to the Schedule 13D, and for the
completeness and accuracy of the information concerning Wine Partners contained
therein, and is not responsible for the completeness and accuracy of the
information concerning TPG, Parallel and GenPar contained therein, unless Wine
Partners knows or has reason to know that such information is inaccurate.
5. GenPar hereby acknowledges that, pursuant to Rule 13d-1(k)(1)(i) under
the Exchange Act, GenPar is responsible for the timely filing of Amendment No. 1
and any future amendments to the Schedule 13D, and for the completeness and
accuracy of the information concerning GenPar contained therein, and is not
responsible for the completeness and accuracy of the information concerning TPG,
Parallel and Wine Partners contained therein, unless GenPar knows or has reason
to know that such information is inaccurate.
6. Each of TPG, Parallel, Wine Partners and GenPar hereby agree that this
Agreement shall be filed as an exhibit to Amendment No. 1, pursuant to Rule
13d-1(k)(1)(iii) under the Exchange Act.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
individually or by their respective directors hereunto duly authorized as of the
day and year first above written.
TPG Partners, L.P.
a Delaware Limited Partnership
By: TPG GenPar, L.P.
a Delaware Limited Partnership,
General Partner
By: TPG Advisors, Inc.
a Delaware Corporation,
General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
TPG Parallel I, L.P.
a Delaware Limited Partnership
By: TPG GenPar, L.P.
a Delaware Limited Partnership,
General Partner
By: TPG Advisors, Inc.
a Delaware Corporation,
General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
Wine Partners, L.P.
a Delaware Limited Partnership
By: TPG Advisors, Inc.
a Delaware Corporation,
General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
TPG GenPar, L.P.
a Delaware Limited Partnership
By: TPG Advisors, Inc.
a Delaware Corporation,
General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President
