EXHIBIT D REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 26th, 2002 • Chalone Wine Group LTD • Beverages • California
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of August 21, 2002 by and between The Chalone Wine Group, Ltd., a California corporation (the "Company"), and SFI Intermediate Limited, a Texas limited partnership ("SFI") and Les Domaines Baron de Rothschild (Lafite), a French company ("DBR"). DBR and SFI are individually referred to herein as a "Purchaser" and collectively as the "Purchasers."
EXHIBIT C SUBORDINATION AGREEMENT (SFI Intermediate Limited)Subordination Agreement • September 26th, 2002 • Chalone Wine Group LTD • Beverages • New York
THIS SUBORDINATION AGREEMENT (this "Agreement"), dated as of August 21, 2002, is made by SFI Intermediate Limited (the "Creditor") in favor of each of the "Senior Lenders" listed on Schedule 1 hereto (each a "Senior Lender" and, collectively, the "Senior Lenders").
EXHIBIT A THE CHALONE WINE GROUP, LTD. CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • September 26th, 2002 • Chalone Wine Group LTD • Beverages • California
THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this "Agreement") is entered into as of August 21, 2002 by and between The Chalone Wine Group, Ltd., a California corporation (the "Company") whose principal office is located at 621 Airpark Road, Napa, California 94558, and, severally and not jointly, SFI Intermediate Limited, a Texas Limited Partnership ("SFI") whose principal office is located at 5810 E. Skelly Drive, Suite 1650, Tulsa, Oklahoma 74135, and Les Domaines Baron de Rothschild (Lafite), a French company ("DBR") whose principal office is located at 33 rue de la Baume, Paris, France. DBR and SFI are individually referred to herein as a "Purchaser" and collectively as the "Purchasers."
