AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND POST-CLOSING UNDERTAKINGS AGREEMENTCredit Agreement • November 12th, 2004 • Chalone Wine Group LTD • Beverages • New York
* To be calculated without giving effect to the principal amount of the Shareholder Subordinated Debt or any interest payable thereunder.
CHALONE WINE GROUP, LTD. CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • November 12th, 2004 • Chalone Wine Group LTD • Beverages • California
This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Robert Farver (the “Employee”) and Chalone Wine Group, Ltd. (the “Company”), effective as of the latest date set forth by the signatures of the parties hereto below (the “Effective Date”).
RETENTION BONUS AGREEMENTRetention Bonus Agreement • November 12th, 2004 • Chalone Wine Group LTD • Beverages • California
This Retention Bonus Agreement (the “Agreement”) is made and entered into effective as of August 22, 2004 (the “Effective Date”), between CHALONE WINE GROUP, LTD., a California corporation (the “Company”), and Shawn Blom (“Employee”).
May 11, 2004Chalone Wine Group LTD • November 12th, 2004 • Beverages • New York
Reference is made to that certain Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of April 19, 2002, among the Noteholders named in Schedule I thereto (collectively, together with their successors and assigns, the “Noteholders”), the Facility Lenders named in Schedule II thereto (collectively, the “Facility Lenders”; together with the Noteholders, collectively hereinafter referred to as the Secured Parties), Cöoperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”, New York Branch, as administrative agent for the Facility Lenders, and Cöoperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”, New York Branch, as collateral agent for the Agent and the Secured Parties (the “Collateral Agent”) and acknowledged and agreed to by The Chalone Wine Group, Ltd., a California corporation (the “Company”), Edna Valley Vineyard, a California general partnership, SHW Equity Co,, Canoe Ridge Vineyard, LLC, Canoe Ridge Winery, Inc
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 11, 2004Credit Agreement • November 12th, 2004 • Chalone Wine Group LTD • Beverages • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of May 11, 2004, is made among The Chalone Wine Group, Ltd., a California corporation (the “Borrower”), the financial institutions listed on the signature pages of this Agreement under the heading “LENDERS” (each a “Lender” and, collectively, the “Lenders”), Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”, New York Branch (“Rabobank”) as letter of credit issuing bank (in such capacity, the “Issuing Lender”), as swingline lender (in such capacity, the “Swingline Lender”) and as administrative agent for the Lenders hereunder (in such capacity, the “Agent”);
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • November 12th, 2004 • Chalone Wine Group LTD • Beverages • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of May 11, 2004, is made among The Chalone Wine Group, Ltd., a California corporation (the “Borrower”), Canoe Ridge Vineyard, L.L.C., a Washington limited liability company (“Canoe Ridge”), SHW Equity Co., a Washington corporation (“SHW”), Staton Hills Winery Company Limited, a Washington corporation (“Staton Hills”), Canoe Ridge Winery, Inc. a Washington corporation (“CRW”) (the Borrower, Canoe Ridge, CRW, SHW and Staton Hills, individually a “Debtor” and collectively, the “Debtors”) and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”, New York Branch (“Rabobank”), as Collateral Agent.
SECOND AMENDMENT Dated as of May 11,2004 To AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Dated as of April 19, 2002Note Purchase Agreement • November 12th, 2004 • Chalone Wine Group LTD • Beverages • New York
This Second Amendment dated as of May 11, 2004 (the or this “Second Amendment”) to the Amended and Restated Note Purchase Agreement dated as of April 19, 2002 is among The Chalone Wine Group, Ltd., a California corporation (the “Company”), the Subsidiary Guarantors (as defined below) and Farm Credit Services of America, PCA and Farm Credit Services of Minnesota Valley, PCA, DBA PCS Commercial Finance Group (collectively, the “Noteholders”).
THIRD AMENDMENT Dated as of August 15, 2004 To AMENDED AND RESTATED NOTE PURCHASE AGREEMENT Dated as of April 19, 2002Note Purchase Agreement • November 12th, 2004 • Chalone Wine Group LTD • Beverages • New York
AMENDED AND RESTATED SECURITY AGREEMENT (Edna Valley Vineyard)Security Agreement • November 12th, 2004 • Chalone Wine Group LTD • Beverages • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of May 11, 2004, is made between Edna Valley Vineyard, a joint venture (the “Debtor”), and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”, New York Branch (“Rabobank”), as Collateral Agent.
