TERM LOAN NOTE
PROMISSORY NOTE
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San Francisco, California
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"), the principal sum of the Term Loan advanced to the
Borrower under the Credit Agreement referenced below. The outstanding principal
sum hereof shall be payable in 22 substantially equal consecutive installments
(based on a ten-year amortization schedule) due and payable on the last day of
each calendar quarter and commencing on December 31, 2000, plus a final
principal installment equal to the unpaid principal balance of the Term Loan
then outstanding, together with all accrued and unpaid interest thereon, due and
payable on the Term Loan Maturity Date.
The Borrower further promises to pay interest on the Term Loan
outstanding hereunder from time to time at the interest rates, and payable on
the dates, set forth in the Credit Agreement referred to below.
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 the Term 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 Term Loan.
This promissory note is the Term 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 LAW OF THE STATE OF CALIFORNIA.
CHALONE WINE GROUP, LTD.
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Title: (Acting) Chief Financial Officer
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