AGREEMENT AND PLAN OF MERGER BY AND AMONG DOMAINES BARONS DE ROTHSCHILD (LAFITE), TRIPLE WINES, INC. AND THE CHALONE WINE GROUP, LTD. DATED AS OF OCTOBER 30, 2004Merger Agreement • November 2nd, 2004 • Huneeus Vintners LLC • 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”).
AGREEMENT TO ESTABLISH JOINT VENTURE among DOMAINES BARONS DE ROTHSCHILD (LAFITE) SCA CONSTELLATION BRANDS, INC. and HUNEEUS VINTNERS LLC October 30, 2004Joint Venture Agreement • November 2nd, 2004 • Huneeus Vintners LLC • Beverages • New York
This Amended and Restated Limited Liability Company Agreement of Triple Wines, LLC, a Delaware limited liability company (the “Company”), dated as of , 2005, is made by and among the Persons listed on Schedule I hereto, as amended from time to time (individually, a “Member” and, collectively, together with any additional members hereafter admitted to the Company in accordance with this Limited Liability Company Agreement, the “Members”).
GUARANTYGuaranty • November 2nd, 2004 • Huneeus Vintners LLC • 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”).
