REVOLVING LOAN NOTE
PROMISSORY NOTE
---------------
San Francisco, California
$ 40,000,000 March 31, 1999
------------------------------
FOR VALUE RECEIVED, the undersigned, Chalone Wine Group, Ltd.
(the "Borrower"), HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland," New
York Branch (the "Bank") on the Revolving Loan Maturity Date the principal sum
of FORTY MILLION DOLLARS ($40,000,000) or, if less, the aggregate outstanding
principal amount of the Revolving Loans made by the Bank to the Borrower
pursuant to the Credit Agreement referred to below.
The Borrower further promises to pay interest on the Revolving
Loans outstanding hereunder from time to time at the interest rates, and payable
on the dates, set forth in the Credit Agreement.
Both principal and interest are payable in lawful money of the
United States of America and in same day or immediately available funds to the
Bank under the Credit Agreement as provided therein.
The Bank shall record the date and amount of each Revolving
Loan made, each conversion to a different interest rate, each relevant Interest
Period, the amount of principal and interest due and payable from time to time
hereunder, each payment thereof and the resulting unpaid principal balance
hereof, in the Bank's internal records, and any such recordation shall be
rebuttable presumptive evidence of the accuracy of the information so recorded;
provided, however, that the Bank's failure so to record shall not limit or
otherwise affect the obligations of the Borrower hereunder and under the Credit
Agreement to repay the principal of and interest on the Revolving Loans.
This promissory note is the Revolving Loan Note referred to
in, and is subject to and entitled to the benefits of, the Credit Agreement
dated as of March 31, 1999 (as amended, modified, renewed or extended from time
to time, the "Credit Agreement") between the Borrower and the Bank. Capitalized
terms used herein shall have the respective meanings assigned to them in the
Credit Agreement.
The Credit Agreement provides, among other things, for
acceleration (which in certain cases shall be automatic) of the maturity hereof
upon the occurrence of certain stated events, in each case without presentment,
demand, protest or further notice of any kind, all of which are hereby expressly
waived.
This promissory note is subject to prepayment in whole or in
part as provided in the Credit Agreement.
THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA.
CHALONE WINE GROUP, LTD.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
---------------------------------------
Title: (Acting) Chief Financial Officer
2