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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VX1dBEBKgpLi12wFOikWx73XYIsZbiZ49HOPpE28hv3s5EZGF85swbWmh0l0fEir /+JluD2OW1MYGu3BwGp+ww== 0000950103-04-001237.txt : 20040830 0000950103-04-001237.hdr.sgml : 20040830 20040830172536 ACCESSION NUMBER: 0000950103-04-001237 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20040830 DATE AS OF CHANGE: 20040830 GROUP MEMBERS: MARCIA MONDAVI BORGER GROUP MEMBERS: R. MICHAEL MONDAVI GROUP MEMBERS: TIMOTHY J. MONDAVI FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MONDAVI ROBERT G CENTRAL INDEX KEY: 0001235072 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 841 LATOUR COURT CITY: NAPA STATE: CA ZIP: 94558 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MONDAVI ROBERT CORP CENTRAL INDEX KEY: 0000902276 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 942765451 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42775 FILM NUMBER: 041006150 BUSINESS ADDRESS: STREET 1: 7801 ST HELENA HWY STREET 2: PO BOX 106 CITY: OAKVILLE STATE: CA ZIP: 94562 BUSINESS PHONE: 7072599463 MAIL ADDRESS: STREET 1: 7801 ST HELENA HWY CITY: OAKVILLE STATE: CA ZIP: 94562 SC 13D 1 aug2404_13d.htm aug2404_13d

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

THE ROBERT MONDAVI CORPORATION

(Name of Issuer)

CLASS A COMMON STOCK, NO PAR VALUE

(Title of Class of Securities)

609200100

(CUSIP Number)

Michael K. Beyer, Esq.
The Robert Mondavi Corporation
7801 St. Helena Hwy.
P.O. Box 106

Oakville, California 94562

(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)

August 20, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box . o

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 609200100

13D

Page 2 of 10 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robert G. Mondavi
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,119,623¹
		8	SHARED VOTING POWER 5,172,745²
		9	SOLE DISPOSITIVE POWER 1,119,623¹
		10	SHARED DISPOSITIVE POWER 5,172,745²
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,172,745^{1, 2}
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5%
14	TYPE OF REPORTING PERSON IN

¹ Includes 45,099 shares of Class A Common Stock and 1,074,524 shares of Class A Common Stock which the holder has the right to acquire upon conversion of 1,074,524 shares of Class B Common Stock.

² Includes 4,053,122 shares of Class A Common Stock of the other Reporting Persons who are part of the group filing this Schedule 13D.

CUSIP No. 609200100

13D

Page 3 of 10 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) R. Michael Mondavi
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 856,043¹
		8	SHARED VOTING POWER 5,172,745²
		9	SOLE DISPOSITIVE POWER 856,043¹
		10	SHARED DISPOSITIVE POWER 5,172,745²
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,172,745^{1, 2}
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.6%³
14	TYPE OF REPORTING PERSON IN

¹ Includes (a) 77,300 shares of Class A Common Stock, (b) 450,742 shares of Class A Common Stock which the holder has the right to acquire upon conversion of 450,742 shares of Class B Common Stock and (c) 324,551 shares of Class A Common Stock issuable pursuant to options and 3,450 shares of Class A Common Stock issuable pursuant to restricted stock units, each of which may be exercised within the next 60 days. Excludes (i) 61,186 shares of Class B Common Stock held by irrevocable trusts for the benefit of Michael Mondavi’s children, and (ii) 364,742 shares of Class B Common Stock held by irrevocable trusts controlled by Michael Mondavi's wife, Isabel Mondavi, and Michael Mondavi disclaims beneficial ownership of all such shares.

² Includes 3,638,657 shares of Class A Common Stock of the other Reporting Persons who are part of the group filing this Schedule 13D and 678,045 shares of Class A Common Stock which the holder has the right to acquire upon conversion of 678,045 shares of Class B Common Stock held in a trust of which the holder and his wife are co-trustees.

³Assumes issuance of (a) 324,551 shares of Class A Common Stock pursuant to options currently held and exercisable by Mr. Mondavi within the next 60 days and (b) 3,450 shares of Class A Common Stock pursuant to restricted stock units exercisable within the next 60 days.

CUSIP No. 609200100

13D

Page 4 of 10 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Timothy J. Mondavi
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 895,350¹
		8	SHARED VOTING POWER 5,172,745²
		9	SOLE DISPOSITIVE POWER 895,350¹
		10	SHARED DISPOSITIVE POWER 5,172,745²
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,172,745^{1, 2}
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7%³
14	TYPE OF REPORTING PERSON IN

¹ Includes (a) 715,983 shares of Class A Common Stock which the holder has the right to acquire upon conversion of 715,983 shares of Class B Common Stock and (b) 178,332 shares of Class A Common Stock issuable pursuant to options and 1,035 shares of Class A Common Stock issuable pursuant to restricted stock units, each of which may be exercised within the next 60 days. Excludes 338,058 shares of Class B Common Stock held by irrevocable trusts for the benefit of Timothy Mondavi’s children and of which Timothy Mondavi disclaims beneficial ownership.

² Includes 4,277,395 shares of Class A Common Stock of the other Reporting Persons who are part of the group filing this Schedule 13D.

³Assumes issuance of (a) 178,332 shares of Class A Common Stock pursuant to options currently held and exercisable by Mr. Mondavi within the next 60 days and (b) 1,035 shares of Class A Common Stock pursuant to restricted stock units exercisable within the next 60 days.

CUSIP No. 609200100

13D

Page 5 of 10 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Marcia Mondavi Borger
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,623,684¹
		8	SHARED VOTING POWER 5,172,745²
		9	SOLE DISPOSITIVE POWER 1,623,684¹
		10	SHARED DISPOSITIVE POWER 5,172,745²
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,172,745^{1, 2}
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.2%³
14	TYPE OF REPORTING PERSON IN

¹ Includes (a) 1,605,517 shares of Class A Common Stock which the holder has the right to acquire upon conversion of 1,605,517 shares of Class B Common Stock and (b) 18,167 shares of Class A Common Stock issuable pursuant to options which may be exercised within the next 60 days. Excludes 180,314 shares of Class B Common Stock held by irrevocable trusts for the benefit of Marcia Mondavi Borger’s children and of which Marcia Mondavi Borger disclaims beneficial ownership.

² Includes 3,549,061 shares of Class A Common Stock of the other Reporting Persons who are part of the group filing this Schedule 13D.

³Assumes issuance of 18,167 shares of Class A Common Stock pursuant to options currently held and exercisable by Marcia Mondavi Borger within the next 60 days.

This Schedule 13D is being filed on behalf of Robert G. Mondavi, R. Michael Mondavi, Timothy J. Mondavi and Marcia Mondavi Borger (together, the “Reporting Persons”) with respect to the (a) shares of Class A Common Stock of Issuer (the “Class A Stock” or the “Shares”); (b) shares of Class B Common Stock of Issuer (the “Class B Stock”), which are not publicly traded but which are convertible at any time, at the option of the holder, into shares of Class A Stock; (c) options to purchase shares of Class A Stock (the “Options”) and (d) restricted stock units, which may be converted into shares of Class A Stock. The Reporting Persons are jointly filing this Schedule 13D because they are deemed to constitute a “group” within the meaning of Section 13(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), solely by reason of having executed the Voting Agreement described below. All information in this Schedule 13D concerning any Reporting Person is being supplied solely by such Reporting Person, and only such Reporting Person shall be deemed responsible for the accuracy of such information. Statements made herein concerning the Reporting Persons are made severally by the Reporting Persons and not jointly, and no Reporting Person shall be responsible for the accuracy of information contained herein which has been supplied by or relates to another Reporting Person. The agreement among the Reporting Persons to vote as a group on certain issues related to the Issuer’s proposed recapitalization and reincorporation in Delaware (the “Voting Agreement”) is attached hereto as Exhibit 2.

Item 1. Security and Issuer.

This statement on Schedule 13D relates to the Class A Stock of The Robert Mondavi Corporation, a California corporation (the “Issuer”). The principal executive offices of the Issuer are located at 841 Latour Court, Napa, California 94558.

Item 2. Identity and Background.

(a) This statement is being filed by the Reporting Persons.

(b) The principal addresses of the Reporting Persons are:

Robert G. Mondavi
The Robert Mondavi Corporation
841 Latour Court
Napa, California 94558
R. Michael Mondavi
The Robert Mondavi Corporation
841 Latour Court
Napa, California 94558

Timothy J. Mondavi
Robert Mondavi Winery
7801 St. Helena Highway
Oakville, CA 94562

Marcia Mondavi Borger
130 East End Avenue
New York, New York 10028

(c) Robert G. Mondavi is the retired founder and Chairman Emeritus of the Issuer. R. Michael Mondavi is an employee and director of the Issuer. Timothy J. Mondavi is an employee and director of the Issuer. Marcia Mondavi Borger is an employee and director of the Issuer.

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,

decree or final order enjoining future violations of, or prohibiting or mandating activities subject, to federal or state securities laws or finding any violation with respect to such laws.

(f) Each of the Reporting Persons is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration.

The Reporting Persons purchased with personal funds, prior to the 1993 initial pubic offering of the Class A Common Stock, all shares of Class B Stock that they currently hold. The Reporting Persons have acquired the Shares of Class A Stock that they currently hold pursuant to exercise of Options. All the Options and restricted stock units that the Reporting Persons currently hold were acquired as employees or directors of the Issuer.

Item 4. Purpose of Transaction.

As described more fully in Item 6, the Reporting Persons have entered into the Voting Agreement, whereby each of them has agreed to vote his or her shares in favor of the Merger (defined below) and Merger Agreement (defined below).

Each Reporting Person may, from time to time and subject to the Voting Agreement, increase, reduce or dispose of his or her investment in the Issuer, depending on general economic conditions, economic conditions in the markets in which the Issuer operates, the market price of securities of the Issuer, the availability of funds, borrowing costs, other opportunities available to such Reporting Person and other considerations. In addition, R. Michael Mondavi, Timothy J. Mondavi and Marcia Mondavi Borger will each continue to serve as directors of the Issuer.

Except as set forth in this Item 4 and as contemplated by the transactions described in Item 6, none of the Reporting Persons has any present plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) As a result of the Voting Agreement, the Reporting Persons may be deemed the beneficial owners of 5,172,745 shares, constituting approximately 43.1% of the issued and outstanding shares, of Class A Common Stock of the Issuer, based on the number of shares of the Issuer’s common stock outstanding as of July 31, 2004, together with the number of shares of Class A Stock that may be issued pursuant to options and restricted stock units held by the Reporting Persons.

Robert G. Mondavi may be deemed the beneficial owner of 1,119,623 shares, constituting approximately 9.5% of the issued and outstanding shares of Class A Stock of the Issuer. This number includes 1,074,524 shares of Class A Stock which Mr. Mondavi has the right to acquire upon conversion of 1,074,524 shares of Class B Stock.

R. Michael Mondavi may be deemed the beneficial owner of 1,534,088 shares, constituting approximately 12.6% of the issued and outstanding shares of Class A Stock of the Issuer. This number excludes (i) 61,186 shares of Class B Common Stock held by irrevocable trusts for the benefit of Michael Mondavi’s children, and (ii) 364,742 shares of Class B Common Stock held by irrevocable trusts controlled by Michael Mondavi’s wife, Isabel Mondavi, and Michael Mondavi disclaims beneficial ownership of all such shares. The 1,534,088 shares includes (a) 77,300 shares of Class A Common Stock, (b) 1,128,787 shares of Class A Common Stock which the holder has the right to acquire upon conversion of 1,128,787 shares of Class B Common Stock, 439,742 of which are held by trusts of which Michael Mondavi is the sole trustee, 678,045 of which are held by a trust of which Michael Mondavi and his wife are co-trustees, and 11,000 of which are held by him directly, and (c) 324,551 shares of Class A Common Stock issuable pursuant to options and 3,450 shares of Class A Common Stock issuable pursuant to restricted stock units, each of which may be exercised within the next 60 days.

Timothy J. Mondavi may be deemed the beneficial owner of 895,350 shares, constituting approximately 7.7% of the issued and outstanding shares of Class A Stock of the Issuer. This number (a) includes (i) 715,983 shares of Class A Stock which Mr. Mondavi has the right to acquire upon conversion of 715,983 shares of Class B Stock and (ii) 178,332 shares of Class A Stock issuable pursuant to options and 1,035 shares of Class A Stock issuable pursuant to restricted stock units, each of which may be exercised within the next 60 days, and (b) excludes 338,058

shares of Class B Stock held by irrevocable trusts for the benefit of Mr. Mondavi’s children and of which Mr. Mondavi disclaims beneficial ownership.

Marcia Mondavi Borger may be deemed the beneficial owner of 1,623,684 shares, constituting approximately 13.2% of the issued and outstanding shares of Class A Stock of the Issuer. This number (a) includes (i) 1,605,517 shares of Class A Stock which Ms. Borger has the right to acquire upon conversion of 1,605,517 shares of Class B Stock and (ii) 18,167 shares of Class A Stock issuable pursuant to options which may be exercised within the next 60 days and (b) excludes 180,314 shares of Class B Stock held by irrevocable trusts for the benefit of Ms. Borger’s children and of which Ms. Borger disclaims beneficial ownership.

(b) As a result of the Voting Agreement, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to 5,172,745 shares. Robert G. Mondavi may be deemed to have sole voting and dispositive power with respect to 1,119,623 shares and shared voting and dispositive power with respect to the remaining 4,053,122 shares held by the other Reporting Persons. R. Michael Mondavi may be deemed to have sole voting and dispositive power with respect to 856,043 shares and shared voting and dispositive power with respect to (i) 678,045 shares held by a trust of which Michael Mondavi and his wife Isabel Mondavi are co-trustees, and (ii) the remaining 3,638,657 shares held by the other Reporting Persons. Timothy J. Mondavi may be deemed to have sole voting and dispositive power with respect to 895,350 shares and shared voting and dispositive power with respect to the remaining 4,277,395 shares held by the other Reporting Persons. Marcia Mondavi Borger may be deemed to have sole voting and dispositive power with respect to 1,623,684 shares and shared voting and dispositive power with respect to the remaining 3,549,061 shares held by the other Reporting Persons. Isabel Mondavi has the same principal address listed for her husband R. Michael Mondavi in Item 2, is principally employed as a homemaker and is a United States citizen. During the last five years, she has neither been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject, to federal or state securities laws or finding any violation with respect to such laws.

(c) Other than (i) the sale in an open market transaction by R. Michael Mondavi of 700 shares of Class A Stock on June 30, 2004 at a price per share of $37.0014, pursuant to a 10b5-1 Plan, which plan was terminated on June 30, 2004, (ii) a gift by Marcia Mondavi Borger on August 11, 2004 of 20,000 shares of Class B Stock to irrevocable trusts for the benefit of Ms. Borger’s children and (iii) the transfer without consideration by Robert G. Mondavi on August 27, 2004 of 50,000 shares to each of R. Michael Mondavi, Timothy J. Mondavi and Marcia Mondavi Borger pursuant to the termination of a trust agreement between Robert G. Mondavi and R. Michael Mondavi, Timothy J. Mondavi and Marcia Mondavi Borger, no transactions in the class of securities reported have been effected during the past 60 days by any of the Reporting Persons.

(d) Of the shares of Class B Stock beneficially owned by R. Michael Mondavi through a trust, approximately 675,000 are pledged as collateral to secure borrowings under a revolving line of credit pursuant to a Loan Agreement dated as of May 1, 2003 by and between UBS Credit Corp. and such trust (as supplemented as of September 23, 2003 and November 25, 2003, the “Michael Mondavi Loan Agreement”). The Michael Mondavi Loan Agreement provides that, upon customary events of default, UBS may, among other remedies, liquidate, withdraw or sell the pledged shares.

Of the shares of Class B Stock beneficially owned by Timothy J. Mondavi through a trust, approximately 450,000 are pledged as collateral to secure borrowings under a revolving line of credit pursuant to a Loan Agreement dated as of June 12, 2003 between Citigroup Global Markets Inc. and such trust (the “Timothy Mondavi Loan Agreement”). The Timothy Mondavi Loan Agreement provides that, upon customary events of default, Citigroup may, among other remedies, sell or exchange the pledged shares.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Pursuant to an Agreement and Plan of Merger dated as of August 20, 2004 (the “Merger Agreement”) between The Robert Mondavi Corporation, a Delaware corporation and a wholly-owned subsidiary of the Issuer (“Mondavi

Delaware”) and the Issuer, and subject to the conditions therein (including approval by a majority of the holders the shares of Class A Stock (excluding the shares of Class A Stock held by the Reporting Persons) and at least of the shares of the Class B Stock of the Issuer) the Issuer will merge with and into Mondavi Delaware (the “Merger”). Pursuant to the Merger each share of Issuer’s Class A Stock will be converted into one share of stock of Mondavi Delaware and each share of Issuer’s Class B Stock will be converted into 1.165 shares of stock of Mondavi Delaware (the “Recapitalization”). Following the Merger, the Issuer will cease to exist as a corporation and all the business, assets, liabilities and obligations of the Issuer will be merged into Mondavi Delaware with Mondavi Delaware continuing as the surviving corporation (the “Surviving Corporation”).

The Reporting Persons collectively hold more than 60% of the outstanding shares of Class B Stock, and have executed a written consent (the “Consent”) in favor of the Merger and the Merger Agreement; as a result, the requirement in the Merger Agreement that at least 60% of the outstanding Class B Stock vote in favor of the Agreement has been satisfied. In addition, the Reporting Persons have entered into the Voting Agreement with Issuer whereby each of the Reporting Persons has agreed to vote all of the shares of Issuer beneficially owned by him or her, other than certain shares held by trusts for which the Reporting Persons disclaim beneficial ownership and which shares are excluded from the Voting Agreement, in favor of approval and adoption of the Merger and Merger Agreement. The Voting Agreement also grants to the Issuer in certain circumstances an irrevocable proxy and power of attorney to vote the above-described shares in favor of the Merger and the Merger Agreement. Section 4.01 of the Voting Agreement also provides for certain restrictions on transfer or conversion into Class Stock of the Class B Stock owned by the Reporting Persons.

The holders of the outstanding shares of Class B Stock and the Issuer are also parties to a Stock Buy-Sell Agreement dated as of March 1, 1982 and amended as of March 8, 1993 and December 30, 1998 (as amended, the “Buy-Sell Agreement”), between all holders of the outstanding shares of Class B Stock and the Company. The Buy-Sell Agreement provides (a) certain rights of first refusal with respect to shares of the Class B Stock and (b) the right convert each share of Class B Stock at the option of the holder into one share of Class A Stock.

References to and descriptions of the Consent as set forth in this Schedule 13D are qualified in their entirety by reference to the copy of the Consent included as Exhibit 1.

References to and descriptions of the Voting Agreement as set forth in this Schedule 13D are qualified in their entirety by reference to the copy of the Voting Agreement included as Exhibit 2.

References to and descriptions of the Merger and the Merger Agreement as set forth in this Schedule 13D are qualified in their entirety by reference to the copy of the Merger Agreement included as Exhibit 3.

References to and descriptions of the Buy-Sell Agreement as set forth in this Schedule 13D are qualified in their entirety by reference to the copy of the Buy-Sell Agreement included as Exhibit 4.

References to and descriptions of the Michael Mondavi Loan Agreement as set forth in this Schedule 13D are qualified in their entirety by reference to the copy of the Michael Mondavi Loan Agreement included as Exhibit 5.

References to and descriptions of the Timothy Mondavi Loan Agreement as set forth in this Schedule 13D are qualified in their entirety by reference to the copy of the Timothy Mondavi Loan Agreement included as Exhibit 6.

Except for (a) the Recapitalization, the Merger, the Merger Agreement and the other transactions contemplated thereby, including the Consent and the Voting Agreement, (b) the Buy-Sell Agreement, (c) the Michael Mondavi Loan Agreement and (d) the trust and margin loan arrangements described in Item 5 above, there are no contracts, arrangements, understanding or relationships among any of the Reporting Persons or between such persons and persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Exhibit 1: Action by Written Consent of the Shareholders effective August 10, 2004.

Exhibit 2: Voting Agreement dated as of August 20, 2004 between the Issuer and the Reporting Persons.

Exhibit 3: Agreement and Plan of Merger dated as of August 20, 2004 between Mondavi Delaware Corporation and the Issuer.

Exhibit 4: Stock Buy-Sell Agreement dated as of March 1, 1982 and amended as of March 8, 1993 and December 30, 1998.

Exhibit 5: Loan Agreement dated as of May 1, 2003 (as supplemented as of September 23, 2003 and November 25, 2003) by and between UBS Credit Corp. and Robert Michael Mondavi and Isabel A. Mondavi, as Trustee of The Mondavi Living Trust.

Exhibit 6: Loan Agreement dated as of June 12, 2003 between Citigroup Global Markets Inc. and Timothy John Mondavi as Trustee of the Timothy John Mondavi Living Trust.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

August 30, 2004

Date

/s/ Robert G. Mondavi

Signature

Robert G. Mondavi

(Name/Title)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

August 30, 2004

Date

/s/ R. Michael Mondavi

Signature

R. Michael Mondavi

(Name/Title)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

August 30, 2004

Date

/s/ Timothy J. Mondavi

Signature

Timothy J. Mondavi

(Name/Title)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

August 30, 2004

Date

/s/ Marcia Mondavi Borger

Signature

Marcia Mondavi Borger

(Name/Title)

EX-1 2 aug2404_ex01.htm aug2404_ex01

Exhibit 1

THE ROBERT MONDAVI CORPORATION
(A California corporation)

ACTION BY WRITTEN CONSENT OF THE SHAREHOLDERS

August 10, 2004

WHEREAS: Robert G. Mondavi, R. Michael Mondavi, Timothy J. Mondavi and Marcia Mondavi Borger together hold at least 60% of the outstanding shares of Class B Common Stock, no par value (the “Class B Stock”) of The Robert Mondavi Corporation (the “Company”).

NOW, THEREFORE: Pursuant to Section 603 of the California General Corporation Law and the Bylaws of the Company, the undersigned shareholders hereby take the following action and adopt the following resolution by written consent of the holders of Class B Stock without a meeting, effective for all purposes as of the date set forth above:

RESOLVED: That the undersigned shareholders hereby approve the merger agreement in the form attached hereto as Exhibit A, pursuant to which (1) the Company shall merge with and into The Robert Mondavi Corporation (“Mondavi Delaware”), a wholly-owned subsidiary of the Company, with Mondavi Delaware surviving, and (2) each share of Class A Stock will be converted into one share of common stock, par value $0.001 per share, of Mondavi Delaware (the “Class A Exchange Ratio”) and each share of Class B Stock will be converted into 1.165 shares of common stock, par value $0.001 per share, of Mondavi Delaware (the “Class B Exchange Ratio”).

IN WITNESS WHEREOF, the undersigned shareholders have hereunto executed this Action by Written Consent this 10^th day of August 2004.

Robert G. Mondavi

R. Michael Mondavi

R. Michael Mondavi Annuity Trust

Mondavi Living Trust

R. Michael Mondavi 2003 GRAT

Timothy J. Mondavi

Marcia Mondavi Borger

EX-2 3 aug2404_ex02.htm aug2404_ex02

Exhibit 2

VOTING AGREEMENT

This VOTING AGREEMENT (the “Agreement”) is made and entered into as of August 20, 2004, by and among The Robert Mondavi Corporation, a California corporation (the “Company”) and Robert G. Mondavi, R. Michael Mondavi, Timothy J. Mondavi and Marcia Mondavi Borger (together, the “Shareholders”).

WHEREAS, R. Michael Mondavi, Timothy J. Mondavi and Marcia Mondavi Borger are directors of the Company and Robert G. Mondavi is the founder and Chairman Emeritus of the Company and the father of R. Michael Mondavi, Timothy J. Mondavi and Marcia Mondavi Borger.

WHEREAS, each of the Shareholders beneficially owns that number of shares of Class A Common Stock, no par value (the “Class A Stock”), and Class B Common Stock, no par value (the “Class B Stock”) and options to acquire shares of Class A Stock (the “Options”) set forth in Appendix A.

WHEREAS, as of July 31, 2004, the Company had issued and there were outstanding: 10,678,399 shares of Class A Stock and 5,984,927 shares of Class B Stock.

WHEREAS, pursuant to Section 310 of the General Corporation Law of the State of California (the “CGCL”), the Board of Directors of the Company has formed a special committee (the “Special Committee”) consisting of four independent directors, and the Special Committee has considered the Class A Exchange Ratio and Class B Exchange Ratio (each as defined below) pursuant to the proposed recapitalization of the Company (the “Recapitalization”), subject to approval by the holders of a majority of the outstanding shares of Class A Stock and the holders of at least 60% of the outstanding shares of Class B Stock, whereby, pursuant to the Merger (defined below), (a) each share of Class A Stock will be converted into one share, par value $0.001 per share (the “Class A Exchange Ratio”) of common stock of The Robert Mondavi Corporation, a wholly-owned subsidiary of the Company (“Mondavi Delaware” or the “Surviving Corporation”) and (b) each share of Class B Stock will be converted into 1.165 shares, par value $0.001 per share (the “Class B Exchange Ratio”) of common stock of Mondavi Delaware.

WHEREAS, the Special Committee has unanimously determined that the Class A Exchange Ratio and the Class B Exchange Ratio (together, the “Exchange Ratios”) are just and reasonable in accordance with Section 310 of the CGCL, and in connection therewith has received opinions from (a) Morgan Stanley & Co. Incorporated (“Morgan Stanley”) to the effect that, as of August 20, 2004, the Class A Exchange Ratio is fair, from a financial point of view, to the holders of Class A Stock (other than Class A holders who also hold shares of Class B Stock) and (b) Evercore Group Inc. (“Evercore”) to the effect that, as of August 20, 2004, the Class B Exchange Ratio is fair, from a financial point of view, to the holders of Class B Stock; and the Special Committee has recommended that the Board of Directors of the Company approve the Exchange Ratios.

WHEREAS, the Board of Directors of the Company has unanimously determined that (a) the Exchange Ratios are just and reasonable and (b) the reincorporation of the Company in Delaware, the Recapitalization to be effected pursuant to the Agreement and Plan of Merger, in the form of Exhibit A attached hereto (the “Merger Agreement”), and the merger of the Company with and into Mondavi Delaware, pursuant to the Merger Agreement (the “Merger”), are in the best interest of the Company.

WHEREAS, the Board of Directors of the Company has unanimously approved the Merger Agreement, has directed that the Merger Agreement be submitted to holders of the Class A Stock (the “Class A Shareholders”) and holders of the Class B Stock (the “Class B Shareholders and, together with the Class A Shareholders, the “RMC Shareholders”) for their approval and has recommended that the RMC Shareholders approve the Merger Agreement.

WHEREAS, under the Articles of Incorporation of the Company, the CGCL and the Merger Agreement, such approval requires the affirmative vote of a majority of the outstanding shares of Class A Stock and 60% of the outstanding shares of Class B Stock.

WHEREAS, the Shareholders have (a) been advised by independent advisors in connection with their consideration of the Recapitalization, the Exchange Ratios, the Merger Agreement and this Agreement; (b) without reliance thereon, been informed that Morgan Stanley has delivered to the Special Committee an opinion as to the fairness, from a financial point of view, of the Class A Exchange Ratio to the holders of Class A Stock (other than Class A holders who also hold shares of Class B Stock) and Evercore has delivered to the Special Committee an opinion as to the fairness, from a financial point of view, of the Class B Exchange Ratio to the holders of Class B Stock; and (c) had an opportunity to ask questions of the Company’s management, the Special Committee and Evercore regarding this transaction.

WHEREAS, at the request of the Special Committee and the Board of Directors of the Company, the Shareholders have agreed to (a) execute a written consent in the form of Exhibit B, and (b) enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth in this Agreement, the Company and each of the Shareholders (acting severally) agree as follows:

ARTICLE 1

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

In order to induce the Shareholders to enter into this Agreement, the Company hereby represents and warrants to each Shareholder as follows:

Section 1.01. Corporate Power and Authority. Each of the Company and Mondavi Delaware is duly organized, validly existing and in good standing under the laws of the States of California and Delaware, respectively. The Company has all requisite corporate power and authority to enter into and deliver this Agreement and to perform its obligations hereunder and

each of the Company and Mondavi Delaware has all requisite corporate power and authority to consummate the transactions contemplated by this Agreement and the Merger Agreement. The execution, delivery and performance of this Agreement by the Company, and of the Merger Agreement by the Company and Mondavi Delaware, have been duly authorized by all necessary corporate action on the part of the Company and Mondavi Delaware, as the case may be, subject to receipt of the requisite approval of the Merger Agreement and the Merger by the holders of a majority of the outstanding shares of Class A Stock and the holders of at least 60% of the outstanding shares of Class B Stock. This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by each Shareholder) constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance and other similar laws and (b) general principles of equity, including equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

Section 1.02. No Conflict; Required Filings And Consents. (a) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement and the Merger Agreement by the Company and Mondavi Delaware, as the case may be, will not, (i) conflict with or violate the Company’s Amended and Restated Articles of Incorporation or its Restated Bylaws, (ii) conflict with or violate Mondavi Delaware’s Certificate of Incorporation or its Bylaws or (iii) conflict with or violate any order, judgment or decree applicable to the Company or Mondavi Delaware or by which the Company or Mondavi Delaware is bound or affected.

(b) Other than required filings with the states of California and Delaware of the Merger Agreement, required filings with the Securities and Exchange Commission, the approval by Nasdaq of the shares of common stock issued by Mondavi Delaware for trading, and filings which may be required pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Filings”), which HSR Filings do not appear to be required at this time, the execution and delivery of this Agreement by the Company do not, and the performance of this Agreement and the Merger Agreement by the Company and Mondavi Delaware, as the case may be, will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the performance by the Company of the Company’s obligations under this Agreement or the Merger Agreement.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

In order to induce the Company to enter into this Agreement, each Shareholder represents and warrants (with respect to itself only, and except in each case as set forth on Appendix A) to the Company as follows:

Section 2.01. Title to Shares. Except as set forth in Appendix A, such Shareholder beneficially owns and has the power to vote that number of shares of Class A Stock and Class B

Stock as set forth on Appendix A attached hereto, and such Shareholder has good title, free and clear of all liens, claims, security interests, pledges, charges and other encumbrances (collectively, “Encumbrances”), to all its shares of Class A Stock and Class B Stock. Such Shareholder beneficially owns that number of Options set forth on Appendix A and, upon exercise of any of such Options in accordance with their terms, will beneficially own all shares acquired upon exercise of such Options.

Section 2.02. Required Consents; Authority. Except as set forth with respect to Robert G. Mondavi in Appendix A, such Shareholder has full right, power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by such Shareholder and (assuming due authorization, execution and delivery by the Company) constitutes the legal, valid and binding obligation of such Shareholder enforceable against such Shareholder in accordance with its terms subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance and other similar laws and (b) general principles of equity, including equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

Section 2.03. Written Consent. Such Shareholder has delivered to the Company a written consent in the form of Exhibit B attached hereto.

Section 2.04. No Conflict; Required Filings and Consents. (a) The execution and delivery of this Agreement by such Shareholder does not, and the performance of this Agreement by such Shareholder will not, (i) conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such Shareholder or by which it or such Shareholder’s properties is bound or affected, or (ii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to another party any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on the shares of Class A Stock, Class B Stock and Options owned by such Shareholder pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Shareholder is a party or by which such Shareholder or such Shareholder’s properties or assets is bound or affected. There is no beneficiary or holder of a proxy, voting agreement, voting trust certificate or other interest of any trust of which such Shareholder is a trustee whose consent is required for the execution and delivery of this Agreement or the consummation by such Shareholder of the transactions contemplated by this Agreement, which has not been obtained or which would not prevent or materially delay the performance by such Shareholder of the Shareholder’s obligations under this Agreement.

(b) The execution and delivery of this Agreement by such Shareholder does not, and the performance of this Agreement by such Shareholder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, domestic or foreign, except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not prevent or materially delay the performance by such Shareholder of the Shareholder’s obligations under this Agreement.

ARTICLE 3

COVENANTS OF THE COMPANY

In order to induce the Shareholders to enter into this Agreement, the Company covenants as follows:

Section 3.01. Shareholders’ Meeting. The Company shall use its reasonable best efforts to consummate the Merger as promptly as practicable, and to that end to call, hold and convene a meeting of the RMC Shareholders (the “RMC Shareholders Meeting”) on October 29, 2004, or as promptly thereafter as practicable, for the purpose of seeking approval of the Merger Agreement and the Merger, and the Board of Directors of the Company shall recommend approval of the Merger Agreement and the Merger; provided, however, that nothing in this Section 3.01 shall preclude the Board of Directors of the Company from modifying or withdrawing its recommendation of the Merger Agreement or the Merger if it determines that it is required to do so to comply with its fiduciary obligations to the Company and its shareholders under applicable law. If and upon obtaining such approval, the Company shall cause the Merger and Recapitalization to be effected as promptly as practicable thereafter.

Section 3.02. Registration Statement; Proxy Materials. The Company shall prepare and file as soon as practicable a registration statement on Form S-4 relating to the issuance of shares pursuant to the Merger which shall include the proxy statement relating to the RMC Shareholders Meeting. Such registration statement shall comply as to form in all material respects with the Securities Act of 1933 and the Securities Exchange Act of 1934, respectively. If, at any time prior to the effective date of the Merger, the Company discovers any information that should be set forth in an amendment or supplement to the registration statement, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall promptly notify the Shareholders and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law or regulation, disseminated to the shareholders of the Company. The proxy statement shall include the recommendations of the Special Committee and the Board of Directors of the Company to the holders of Class A Stock and Class B Stock that they vote in favor of the Merger Agreement and the Merger; provided, however, that nothing in this Section 3.02 shall preclude the Special Committee or the Board of Directors of the Company from modifying or withdrawing its recommendation of the Merger Agreement or the Merger if it determines that it is required to do so to comply with its fiduciary obligations to the Company and its shareholders under applicable law. The Company shall seek to have the registration statement declared effective as promptly as practicable and the Company shall promptly thereafter mail the proxy statement to its shareholders, all in compliance with applicable law.

Section 3.03 Listing of Shares of Common Stock. The Company will use its reasonable best efforts to cause the shares of common stock issued by Mondavi Delaware in the Merger to be listed for trading on Nasdaq, subject to official notice of issuance, prior to the effective time of the Merger.

Section 3.04. Director And Officer Liability. The Company shall cause the Surviving Corporation to do the following:

(a) The Surviving Corporation shall indemnify and hold harmless the present and former officers and directors of the Company (each an “Indemnified Person”) in respect of acts or omissions occurring at or prior to the effective date of the Merger to the fullest extent permitted by Delaware Law.

(b) For six years after the effective date of the Merger, the Surviving Corporation shall provide officers’ and directors’ liability insurance in respect of acts or omissions occurring prior to the effective date of the Merger covering each such Indemnified Person currently covered by the Company officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable in the aggregate than those of such policy in effect on the date hereof; provided that, in satisfying its obligation under this Section 3.04, the Surviving Corporation shall not be obligated to pay premiums in excess of 200% of the amount per annum the Company paid in its last full fiscal year.

Section 3.05. No Amendment of Mondavi Delaware Certificate of Incorporation or By-laws or the Merger Agreement. The Company will not take any action to cause the amendment of, and will not permit Mondavi Delaware to amend, the Certificate of Incorporation of Mondavi Delaware in the form attached hereto as Exhibit C or the By-laws of Mondavi Delaware in the form attached hereto as Exhibit D prior to the effectiveness of the Merger without the consent of those Shareholders holding a majority of the shares of the Class B Stock owned by the Shareholders (as reflected in Appendix A hereto), which consent shall not be unreasonably withheld. The Company will not amend or abandon the Merger Agreement in the form attached hereto as Exhibit A prior to effectiveness of the Merger without the consent of each Shareholder, which consent shall not be unreasonably withheld.

ARTICLE 4

COVENANTS OF THE SHAREHOLDERS

In order to induce the Company to enter into this Agreement, each Shareholder severally covenants as follows:

Section 4.01. Voting; Transfer; Irrevocable Proxy. Each Shareholder agrees to vote all shares of Class A Stock and Class B Stock beneficially owned by him or her, including any shares of Class A Stock or Class B Stock he or she may subsequently acquire, whether by purchase, exercise of options or otherwise (collectively, the “RMC Shares”) (a) with respect to the Class A Stock, in favor of the Merger Agreement and the Merger in the same proportion as Class A Shareholders who are not the Shareholders vote in favor of the Merger Agreement and the Merger, and (b) with respect to the Class B Stock, in favor of the Merger Agreement and the Merger, at the RMC Shareholders’ Meeting (and at every adjournment thereof) and not to knowingly cause or encourage any other person or entity to vote against the Merger Agreement or the Merger. Without the prior written consent of the Company, each Shareholder shall not, directly or indirectly, prior to the receipt by the Company of the approval of the Merger by the requisite vote of its Class A Shareholders and Class B Shareholders, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any RMC Shares or (ii) sell, convert, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect

sale, conversion, assignment, transfer, Encumbrance or other disposition of, any RMC Shares during the term of this Agreement or solicit or encourage any such transaction or a proposal or offer for any such transaction. Notwithstanding the preceding sentence, each Shareholder may, without the prior written consent of the Company, (A) pledge or otherwise encumber any of his or her RMC Shares so long as the party to whom such RMC Shares are pledged or by whom such RMC Shares are encumbered (such pledged or encumbered shares the “Pledged RMC Shares”) shall (w) agree in writing pursuant to an assumption agreement reasonably satisfactory to the Company to comply with all provisions of this Section 4.01 as fully as if such party had been an original signatory to this Agreement (an “Assumption Agreement”), with respect to the Pledged RMC Shares, and (x) provide an opinion of counsel reasonably satisfactory to the Company to the effect that such Assumption Agreement is a legal, valid and binding agreement with respect to such party; (B) provided such transfer can be made in compliance with applicable federal securities laws, transfer any of the RMC Shares (such transferred shares the “Transferred RMC Shares”) to any person or entity that (i) was a shareholder of the Company as of February 26, 1993, (ii) is a direct lineal descendant of Robert Mondavi, including adopted persons (if adopted during their minority) and persons born out of wedlock, and excluding foster children and stepchildren; or (iii) is a trust under which any of the persons described in clauses (i) or (ii) above is a beneficiary; provided, that such transferee executes an Assumption Agreement reasonably satisfactory to the Company with respect to the Transferred RMC Shares (which Assumption Agreement shall acknowledge the validity and effectiveness of the proxy granted hereunder); and (C) transfer any of the RMC Shares by operation of law upon death or through intestacy (with the transferee executing, to the extent practicable, as a condition to such transfer, an Assumption Agreement). Nothing in this Section 4.01 (other than clause C) shall entitle any Shareholder or permitted transferee to convert any shares of Class B Stock into Class A Stock prior to the effectiveness of the Merger without the prior written consent of the Company. If and to the extent that the written consent in the form of Exhibit B is invalid or revoked, each of the Shareholders hereby grants to the Company an irrevocable proxy, coupled with an interest, to vote, in accordance with the first sentence of this Section 4.01, each of the RMC Shares at every annual, special or adjourned meeting of the RMC Shareholders (including the right to execute an action by written consent), and hereby appoints and constitutes the Company its true and lawful attorney-in-fact and agent, with respect to such matters, with full power of substitution and resubstitution.

Section 4.02. Further Assurances. The Shareholders shall perform such further acts and execute such further documents and instruments as may reasonably be required to vest in the Company the power to carry out the provisions of this Agreement.

ARTICLE 5

TERMINATION

Section 5.01. Bases For Termination. Anything contained herein to the contrary notwithstanding, this Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the effective date of the Merger:

(a) by mutual written consent of the Company (which consent shall have been approved by a majority of the then members of the Special Committee) and each of the Shareholders;

(b) by the Company or by any Shareholder on behalf of such Shareholder if holders of at least a majority of the outstanding shares of Class A Stock do not vote in favor of the Merger or the Merger Agreement at the RMC Shareholder’s Meeting; or

(c) by the Company or by any Shareholder on behalf of such Shareholder if the effective date of the Merger does not occur on or prior to March 31, 2005;

provided, however, that the right to terminate this Agreement pursuant to clause (b) or (c) shall not be available to any party whose material breach of any of its representations, warranties, covenants or agreements contained in this Agreement has been the principal cause of the failure of such vote to be obtained or the failure of the effective date to occur on or before such date.

Section 5.02. Notice of Termination. In the event of termination by the Company or the Shareholders pursuant to this Article 5, written notice thereof shall forthwith be given to the other party or parties and the transactions contemplated by this Agreement shall be terminated, without further action by any party.

Section 5.03. Effect of Termination. If this Agreement is terminated as described in this Article 5, this Agreement, the proxies granted herein and the Action by the Written Consent of the Shareholders dated August 10, 2004 shall become void and of no further force and effect. Nothing in this Article 5 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement prior to termination of this Agreement.

ARTICLE 6

MISCELLANEOUS

Section 6.01. Counterparts. This Agreement may be executed in any number of counterparts, which together shall constitute one and the same Agreement. The parties may execute more than one copy of the Agreement, each of which shall constitute an original.

Section 6.02. Entire Agreement. This Agreement (including the appendices and exhibits attached hereto) constitutes the entire agreement among the parties and supersedes all prior agreements, understandings, arrangements or representations by or among the parties, written and oral, with respect to the subject matter hereof.

Section 6.03. Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to create any third party beneficiaries, other than Section 3.04 hereof which is intended to benefit the Shareholders in their respective capacities as officers and/or directors (present or former) of the Company.

Section 6.04. Governing Law; Jurisdiction. This Agreement shall be governed by the laws of the State of California, without giving effect to the conflict of laws principles thereof. Each party irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of California and of the United States of America, in each case located in the State of California, for any action or proceeding arising out of or relating to this Agreement and the transactions contemplated by this Agreement (and agrees not to commence any action except in any such court). Each party irrevocably and unconditionally waives any objection to the laying of venue of any action or proceeding in the courts of the State of California or of the United States of America, in each case located in the State of California, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any action or proceeding brought in any such court has been brought in an inconvenient forum. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in connection with any action or proceeding arising out of or relating to this Agreement and the transactions contemplated by this Agreement.

Section 6.05. Specific Performance. The transactions contemplated by this Agreement are unique. Accordingly, each of the parties acknowledges and agrees that, in addition to all other remedies to which it may be entitled, each of the parties hereto is entitled to a decree of specific performance and injunctive and other equitable relief.

Section 6.06. Amendment. This Agreement may not be altered, amended or supplemented except by an agreement in writing signed by each of the parties hereto and, in the case of the Company, approved by a majority of the members of the Special Committee as constituted from time to time.

Section 6.07. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by facsimile, by courier service or by registered or certified mail (postage prepaid, return receipt, requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 6.07):

If to Robert G. Mondavi, to:

Robert G. Mondavi
The Robert Mondavi Corporation
841 Latour Court
Napa, California 94558
Fax: (707) 251-4110

with a copy to:

Farella Braun & Martel
235 Montgomery Street
San Francisco, California 94104
Attention: Frank E. Farella
Fax: (415) 954-4480

If to R. Michael Mondavi, to:

R. Michael Mondavi
The Robert Mondavi Corporation
841 Latour Court
Napa, California 94558
Fax: (707) 251-4110

with a copy to:

Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, California 94304
Attention: Marty Korman
Fax: (650) 493-6811

If to Timothy J. Mondavi, to:

Timothy J. Mondavi
Robert Mondavi Winery
7801 St. Helena Highway
Oakville, CA 94562
Fax: (707) 251-4110

If to Marcia Mondavi Borger, to:

Marcia Mondavi Borger
130 East End Avenue
New York, New York 10028
Fax: (212) 744-0587

with a copy to:

Satterlee, Stevens, Burke & Burke
230 Park Avenue
New York, New York 10169
Attention: Paul Powers

If to the Company, to:

The Robert Mondavi Corporation
7801 St. Helena Highway
Oakville, California 94562
Attention: General Counsel
Facsimile No.: (707) 259-9463

with a copy to:

Davis Polk & Wardwell
1600 El Camino Real
Menlo Park, CA 94025
Attention: Francis S. Currie
Facsimile No.: (650) 752-3602

with a copy to:

Shearman & Sterling LLP
525 Market Street
San Francisco, CA 94105-2723
Attention: John D. Wilson
Facsimile No.: (415) 616-1199

Section 6.08. Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties (except with respect to any of the Shareholders, by operation of law upon death or through intestacy) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors, assigns, executors, heirs or trustees.

Section 6.09. Fees and Expenses. Except as otherwise provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be the responsibility of and shall be paid by the party incurring such fees or expenses, whether or not the transactions contemplated by this Agreement are consummated.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement, or caused this Agreement to be executed by its officer thereunto duly authorized as of the date first written above.

Robert G. Mondavi

R. Michael Mondavi

Timothy J. Mondavi

Marcia Mondavi Borger

THE ROBERT MONDAVI CORPORATION

By:

	Name:
	Title:

[SIGNATURE PAGE TO VOTING AGREEMENT]

APPENDIX A

The following disclosures shall qualify the covenants contained in Section 4.01 of this Agreement:

Robert G. Mondavi and the Mondavi Living Trust of which Mr. Mondavi is the sole trustee (collectively “Mondavi”) beneficially owns 45,099 shares of Class A Stock of the Company and 1,224,524 shares of Class B Stock of the Company (constituting approximately 20.46% of the outstanding Class B Stock, and of the Class B Shares, 885,951 are currently held in escrow at BNY Western Trust Company to support Mondavi’s pledge agreement to the American Center for Wine, Food and the Arts, which pledge has been satisfied in full; the third party beneficiary of such pledge has not yet signed the requested documents to release such shares from escrow, although it is expected they will do so shortly. Additionally, of the shares of Class B Stock registered in Mondavi’s name, 150,000 shares have been loaned to Mondavi by his three children, 50,000 shares each. Robert G. Mondavi has power to vote all of such 45,099 shares of Class A Stock and 1,224,524 shares of Class B Stock.

R. Michael Mondavi beneficially owns 77,300 shares of Class A Stock, 1,078,787 shares of Class B Stock (constituting approximately 18.03% of the outstanding Class B Stock) (which number of Class B Shares excludes shares for which R. Michael Mondavi has disclaimed beneficial ownership), 5,000 restricted stock units to be issued as shares of Class A Stock and options to acquire 371,805 shares of Class A Stock. Of the shares of Class B Stock, approximately 675,000 are pledged as collateral for certain margin loan arrangements. R. Michael Mondavi has power to vote all of such 77,300 shares of Class A Stock and 1,078,787 shares of Class B Stock.

Timothy J. Mondavi beneficially owns no shares of Class A Stock, 665,983 shares of Class B Stock (constituting approximately 11.13% of the outstanding Class B Stock) (which number of Class B Shares excludes shares for which Timothy J. Mondavi has disclaimed beneficial ownership), 1,500 restricted stock units to be issued as shares of Class A Stock and options to acquire 207,394 shares of Class A Stock. Of the shares of Class B Stock, approximately 450,000 are pledged as collateral for certain margin loan arrangements. Timothy J. Mondavi has power to vote all of such 665,983 shares of Class B Stock.

Marcia Mondavi Borger beneficially owns no shares of Class A Stock, 1,575,517 shares of Class B Stock (constituting approximately 26.32% of the outstanding Class B Stock) (which number of Class B Shares excludes shares for which Marcia Mondavi Borger has disclaimed beneficial ownership) and options to acquire 18,500 shares of Class A Stock.

EXHIBIT A

MERGER AGREEMENT

EXHIBIT B

ACTION BY WRITTEN CONSENT
OF THE CLASS B SHAREHOLDERS

EXHIBIT C

CERTIFICATE OF INCORPORATION
OF MONDAVI DELAWARE

EXHIBIT D

BY-LAWS OF MONDAVI DELAWARE

EX-3 4 aug2404_ex03.htm aug2404_ex03

Exhibit 3

AGREEMENT AND PLAN OF MERGER OF

THE ROBERT MONDAVI CORPORATION
(A Delaware Corporation)

AND

THE ROBERT MONDAVI CORPORATION
(A California Corporation)

THIS AGREEMENT AND PLAN OF MERGER dated as of August 20, 2004 (the “Agreement”) is between The Robert Mondavi Corporation, a Delaware corporation (“Mondavi Delaware”) and The Robert Mondavi Corporation, a California corporation (“Mondavi California”). Mondavi Delaware and Mondavi California are sometimes referred to herein as the “Constituent Corporations”.

Recitals

A. Mondavi Delaware is a corporation duly organized and existing under the laws of the State of Delaware and has an authorized capital of 105,000,000 shares, 100,000,000 of which are designated “Common Stock”, par value $0.001 per share (the “Mondavi Delaware Common Stock”), and 5,000,000 of which are designated Preferred Stock, par value $0.001 per share (the “Mondavi Delaware Preferred Stock”). The Mondavi Delaware Preferred Stock is undesignated as to series, rights, preferences, privileges or restrictions. As of the date hereof, 100 shares of Mondavi Delaware Common Stock are issued and outstanding, all of which are held by Mondavi California, and no shares of Mondavi Delaware Preferred Stock are issued and outstanding;

B. Mondavi California is a corporation duly organized and existing under the laws of the State of California and has an authorized capital of 42,000,000 shares, 25,000,000 of which are designated “Class A Common Stock”, no par value per share (the “Class A Stock”), 12,000,000 of which are designated “Class B Common Stock”, no par value per share (the “Class B Stock”), and 5,000,000 of which are designated “Preferred Stock”, no par value per share (the “Preferred Stock”). The Preferred Stock is undesignated as to series, rights, preferences, privileges or restrictions. As of July 31, 2004, 10,678,399 shares of Class A Stock, 5,984,927 shares of Class B Stock and no shares of Preferred Stock were issued and outstanding;

C. Pursuant to this Agreement, the parties hereto desire to merge Mondavi California with and into Mondavi Delaware with Mondavi Delaware surviving (the “Merger”);

D. Pursuant to the Merger, among other things, each share of Class B Stock outstanding immediately prior to the Merger will be converted into 1.165 shares of Mondavi Delaware Common Stock and each share of Class A Stock outstanding immediately prior to the Merger will be converted into one share of Mondavi Delaware Common Stock;

E. The respective Boards of Directors of Mondavi California and Mondavi Delaware have determined that the Merger, in the manner contemplated herein, is advisable and in the best interests of their respective corporations and stockholders, and, by resolutions duly adopted, have approved and adopted this Agreement and the Merger; and

F. Mondavi California and Robert G. Mondavi, R. Michael Mondavi, Timothy J. Mondavi and Marcia Mondavi Borger (together, the “Mondavi Class B Holders”) have entered into a Voting Agreement, dated August 20, 2004 (the “Voting Agreement”), providing that, among other things, the Mondavi Class B Holders will vote their shares of (i) Class A Stock in favor of this Agreement and the Merger in the same proportion as holders of Class A Stock who are not the Mondavi Class B Holders vote in favor of the Merger Agreement and the Merger and (ii) Class B Stock in favor of this Agreement and the Merger.

NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, Mondavi Delaware and Mondavi California hereby agree, subject to the terms and conditions hereinafter set forth, as follows:

ARTICLE 1

MERGER

Section 1.01. Merger. In accordance with the provisions of this Agreement, the Delaware General Corporation Law and the California Corporations Code, Mondavi California shall be merged with and into Mondavi Delaware, the separate existence of Mondavi California shall cease and Mondavi Delaware shall survive the Merger and shall continue to be governed by the laws of the State of Delaware. Mondavi Delaware shall be, and is herein sometimes referred to as, the Surviving Corporation. The name of the Surviving Corporation shall be The Robert Mondavi Corporation.

Section 1.02. Filing and Effectiveness. The Merger shall become effective when the following actions shall have been completed:

     (a) This Agreement and the Merger shall have been adopted and approved by the stockholders of each Constituent Corporation in accordance with the requirements of the Delaware General Corporation Law and the California Corporations Code;

     (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof;

     (c) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the Delaware General Corporation Law shall have been filed with the Secretary of State of the State of Delaware; and

     (d) Executed Articles of Merger or an executed counterpart of this Agreement meeting the requirements of the California Corporations Code shall have been filed with the Secretary of State of the State of California.

The date and time when the Merger shall become effective, as aforesaid, is herein called the “Effective Date of the Merger”.

Section 1.03. Effect of the Merger. Upon the Effective Date of the Merger, the separate existence of Mondavi California shall cease and Mondavi Delaware, as the Surviving Corporation, (i) shall continue to possess all of its assets, rights, powers and property as constituted immediately prior to the Effective Date of the Merger, (ii) shall be subject to all actions previously taken by its and Mondavi California’s Board of Directors, (iii) shall succeed, without other transfer, to all of the assets, rights, powers and property of Mondavi California in the manner more fully set forth in Section 259 of the Delaware General Corporation Law, (iv) shall continue to be subject to all of the debts, liabilities and obligations of Mondavi Delaware as constituted immediately prior to the Effective Date of the Merger and (v) shall succeed, without other transfer, to all of the debts, liabilities and obligations of Mondavi California in the same manner as if Mondavi Delaware had itself incurred them, all as more fully provided under the applicable provisions of the Delaware General Corporation Law and the California Corporations Code.

ARTICLE 2

CHARTER DOCUMENTS, DIRECTORS AND OFFICERS

Section 2.01. Certificate of Incorporation. The Certificate of Incorporation of Mondavi Delaware as in effect immediately prior to the Effective Date of the Merger shall continue in full force and effect as the Certificate of Incorporation of the Surviving Corporation until duly amended in accordance with the provisions thereof and applicable law.

Section 2.02. Bylaws. The Bylaws of Mondavi Delaware as in effect immediately prior to the Effective Date of the Merger shall continue in full force and effect as the Bylaws of the Surviving Corporation until duly amended in accordance with the provisions thereof and applicable law.

Section 2.03. Directors and Officers. The directors and officers of Mondavi California immediately prior to the Effective Date of the Merger shall be the directors and officers of the Surviving Corporation until their successors shall have been duly elected and qualified or until as otherwise provided by law, or the Certificate of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.

ARTICLE 3

MANNER OF CONVERSION OF STOCK

Section 3.01. Mondavi California Common Stock. Upon the Effective Date of the Merger, (i) each share of Class A Stock issued and outstanding immediately prior thereto shall, by virtue of the Merger and without any action by the Constituent Corporations, the holder of such shares or any other person, be converted into and exchanged for one fully paid and nonassessable share of Mondavi Delaware Common Stock and (ii) each share of Class B Stock issued and outstanding immediately prior thereto shall, by virtue of the Merger and without any action by the Constituent Corporations, the holder of such shares or any other person, be converted into 1.165 fully paid and nonassessable shares of Mondavi Delaware Common Stock; provided that no fractional shares shall be issued to any holder and that instead of issuing such fractional shares, the Surviving Corporation shall arrange for the disposition of fractional interests by those entitled thereto by the mechanism of having (1) the transfer agent or other agent of the Surviving Corporation aggregate such fractional interests, (2) the shares resulting from the aggregation sold and (3) the net proceeds received from the sale allocated and distributed among the holders of the fractional interests as their respective interests appear.

Section 3.02. Mondavi California Options, Stock Purchase Rights and Restricted Stock Units.

(a) Upon the Effective Date of the Merger, the Surviving Corporation shall assume and continue the stock option plans and all other employee benefit plans of Mondavi California. Each outstanding and unexercised option to purchase Class A Stock shall become an option to purchase, and each restricted stock unit shall become a right to receive, Mondavi Delaware Common Stock on the basis of one share of Mondavi Delaware Common Stock for each share of Class A Stock issuable pursuant to any such option or restricted stock unit, on the same terms and conditions and at an exercise price per share equal to the exercise price applicable to any such Mondavi California option or restricted stock unit at the Effective Date of the Merger. There are no options, purchase rights for or securities convertible into Class B Stock or Preferred Stock of Mondavi California.

(b) A number of shares of Mondavi Delaware Common Stock shall be reserved for issuance upon the exercise of options or conversion of restricted stock units equal to the number of shares of Class A Stock so reserved immediately prior to the Effective Date of the Merger.

Section 3.03. Mondavi Delaware Common Stock. Upon the Effective Date of the Merger, each share of Mondavi Delaware Common Stock issued and outstanding immediately prior thereto

shall, by virtue of the Merger and without any action by Mondavi Delaware, the holder of such shares or any other person, be canceled and returned to the status of authorized but unissued shares.

Section 3.04. Exchange of Certificates. After the Effective Date of the Merger, each holder of an outstanding certificate representing shares of Mondavi California Common Stock may, at such stockholder’s option, surrender the same for cancellation to Mellon Investor Services as exchange agent (the “Exchange Agent”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of Mondavi Delaware Common Stock into which the surrendered shares were converted as herein provided. Unless and until so surrendered, each outstanding certificate theretofore representing shares of Mondavi California Common Stock shall be deemed for all purposes to represent the number of shares of Mondavi Delaware Common Stock into which such shares of Mondavi California Common Stock were converted in the Merger.

The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of stock of the Surviving Corporation represented by such outstanding certificate as provided above.

Each certificate representing Mondavi Delaware Common Stock so issued in the Merger shall bear the same legends, if any, with respect to the restrictions on transferability as the certificates of Mondavi California so converted and given in exchange therefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation.

If any certificate for shares of Mondavi Delaware Common Stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, it shall be a condition of issuance thereof that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such transfer pay to the Surviving Corporation or the Exchange Agent any transfer or other taxes payable by reason of issuance of such new certificate in a name other than that of the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not payable.

ARTICLE 4

CONDITIONS TO THE MERGER

Section 4.01. Conditions to the Obligations of Each Constituent Corporation. The obligations of each Constituent Corporation to consummate the Merger are subject to the satisfaction of the following conditions:

(a) Stockholder Approval. This Agreement and the Merger shall have been adopted and approved by the holders of at least a majority of the outstanding shares of Class A Stock, and by holders of at least 60% of the outstanding shares of Class B Stock.

(b) Registration Statement. The registration statement on Form S-4 to be filed in connection with the registration under the Securities Act of 1933 of the Mondavi Delaware Common Stock and containing the proxy statement to be sent to the stockholders of Mondavi California, in connection with their approval and adoption of this Agreement and the Merger, shall have been declared effective by the SEC and no stop order suspending the effectiveness of such registration

statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated by the SEC.

(c) Nasdaq Quotation. The shares of Mondavi Delaware Common Stock to be exchanged in the Merger shall have been authorized for quotation on Nasdaq, subject to official notice of issuance.

(d) HSR Filings. Any filings which may be required pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1986, as amended (“HSR Filings ) shall be made and, if HSR Filings are required, the waiting periods (or any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or shall have expired.

ARTICLE 5

GENERAL

Section 5.01. Covenants of Mondavi Delaware. Mondavi Delaware covenants and agrees that it will, on or before the Effective Date of the Merger:

     (a) qualify to do business as a foreign corporation in the State of California and in connection therewith irrevocably appoint an agent for service of process as required under the provisions of Section 2105 of the California General Corporation Law;

     (b) file any and all documents with the California Franchise Tax Board necessary for the assumption by Mondavi Delaware of all of the franchise tax liabilities of Mondavi California; and

      (c) take such other actions as may be required by the California General Corporation Law.

Section 5.02. Further Assurances. From time to time, as and when required by Mondavi Delaware or by its successors or assigns, there shall be executed and delivered on behalf of Mondavi California such deeds and other instruments, and there shall be taken or caused to be taken by Mondavi Delaware and Mondavi California such further and other actions as shall be appropriate or necessary in order to vest or perfect in or conform of record or otherwise by Mondavi Delaware the title to and possession of all the property, interests, assets, rights, privileges, immunities, powers, franchises and authority of Mondavi California and otherwise to carry out the purposes of this Agreement, and the officers and directors of Mondavi Delaware are fully authorized in the name and on behalf of Mondavi California or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.

Section 5.03. Abandonment. At any time before the Effective Date of the Merger, this Agreement may be terminated and the Merger may be abandoned for any reason whatsoever by the Board of Directors of either Mondavi California or of Mondavi Delaware, or of both, notwithstanding the approval of this Agreement by the shareholders of Mondavi California or by the sole stockholder of Mondavi Delaware, or by both, provided, however, that any abandonment shall require the approval of (i) the special committee of the board of directors of Mondavi California and (ii) such approvals of the Mondavi Class B Holders as shall be required pursuant to the Voting Agreement.

Section 5.04. Amendment. This Agreement may not be altered, amended or supplemented except by an agreement in writing (i) signed by each of the parties hereto and by each of the Mondavi Class B Holders and (ii) approved by directors of the Constituent Corporations who are unaffiliated with the Mondavi Class B Holders, which agreement and approval are made at any time prior to the filing of this Agreement (or certificate in lieu thereof) with the Secretaries of State of the States of Delaware and California, provided that an amendment made subsequent to the adoption of this Agreement by the stockholders of either Constituent Corporation shall not: (a)

alter or change the amount or kind of shares, securities, cash, property and/or rights to be received in exchange for or on conversion of all or any of the shares of any class or series thereof of such Constituent Corporation; (b) alter or change any term of the Certificate of Incorporation of the Surviving Corporation to be effected by the Merger; or (c) alter or change any of the terms and conditions of this Agreement if such alteration or change would adversely affect the holders of any class or series of capital stock of any Constituent Corporation.

Section 5.05. Registered Office. The registered office of the Surviving Corporation in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle and The Corporation Trust Company is the registered agent of the Surviving Corporation at such address.

Section 5.06. Agreement. Executed copies of this Agreement will be on file at the principal place of business of the Surviving Corporation at 7801 St. Helena Highway, Oakville, California 94562 and copies thereof will be furnished to any stockholder of either Constituent Corporation, upon request and without cost.

Section 5.07. Governing Law. This Agreement shall in all respects be construed, interpreted and enforced in accordance with and governed by the laws of the State of Delaware and, so far as applicable, the merger provisions of the California Corporations Code.

Section 5.08. Counterparts. In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, this Agreement having first been approved by the resolutions of the Board of Directors of Mondavi Delaware Corporation, a Delaware corporation, and The Robert Mondavi Corporation, a California corporation, is hereby executed on behalf of each of such two corporations and attested by their respective officers thereunto duly authorized.

Mondavi Delaware Corporation a Delaware corporation

By:

Name:
Title:

ATTEST:

Name:

Title:

The Robert Mondavi Corporation a California corporation

By:

Name:
Title:

ATTEST:

Name:

Title:

EX-4 5 aug2404_ex04.htm Exhibit 4

EXHIBIT 4

STOCK BUY-SELL AGREEMENT

This Stock Buy-Sell Agreement (“Agreement”) is entered into by and among R. Michael Mondavi; Marcia Mondavi Borger; Timothy J. Mondavi; R. Michael Mondavi, Timothy J. Mondavi and Clifford Adams, as trustees of the Marjorie Mondavi Trust (“Trust”); Robert Mondavi; and The Robert Mondavi Corporation, a California corporation (the “Company”), as of the 1st day of March, 1982. The parties to this Agreement hereby RECITE and AGREE as follows:

RECITALS

A. The Company is authorized to issue three classes of shares, designated “Preferred Stock,” “Voting Common Stock” and “Non-Voting Common Stock,” respectively.

B. There are issued and outstanding the following shares of the Company:

Shareholder	Class of Company Shares	Number of Company Shares	Percentage of Class

Robert Mondavi	Preferred	130,000	100.0%
	Non-Voting Common	12,000	40.0%
	Voting Common	38,610	23.4%

Trust	Non-Voting Common	18,000	60.0%
	Voting Common	65,621	39.9%

R. Michael Mondavi	Voting Common	22,266	13.5%

Marcia Mondavi Borger	Voting Common	19,053	11.6%

Timothy J. Mondavi	Voting Common	19,053	11.6%

C. The foregoing constitute all of the issued and outstanding shares of the Company.

D. It is in the best interests of the Company and its shareholders to make provision for the future disposition of shares of Company Stock.

AGREEMENT

1. Definition of Shareholder. The term “Shareholder” or “Shareholders” as used in this Agreement means (i) those persons who presently own shares of Company stock and who are parties to this Agreement and (ii) any other person to whom shares of Company stock may be transferred hereafter, including, without limitation, the grantor of any trust owning shares of Company stock which are included in the grantor’s estate for federal estate tax purposes. Any transferee of Company shares shall automatically take and hold them subject to all of the provisions of this Agreement.

2. Restrictions on Shares.

(a) None of the shares of Company stock of any Shareholder nor any right, title, or interest therein, whether now owned or hereafter acquired, shall be sold, assigned, transferred, pledged, or otherwise disposed of or encumbered, voluntarily or involuntarily, or by operation of law, except in accordance with the provisions of this Agreement. Any sale, assignment, transfer, pledge, encumbrance or other disposition of shares or Company stock contrary to the provisions hereof shall be void.

(b) Any other provision hereof notwithstanding, an individual Shareholder may, without complying with the restrictions hereinbelow, make an inter

vivos or testamentary transfer of some or all of his Company shares (i) directly to or in trust for one or more of the issue of Robert and Marjorie Mondavi (“issue” as used herein shall include children adopted during their minority), (ii) to a trust in which the Shareholder retains a life interest, provided that the sole residuary beneficiaries of the trust are issue of Robert and Marjorie Mondavi, and/or (iii) to a trust in which the Shareholder’s spouse is given a life interest, provided the sole residuary beneficiaries of the trust are issue or Robert and Marjorie Mondavi. In each such case, however, the Company stock so transferred shall be subject to the terms of this Agreement and any other or further transfer of such Company stock shall be permitted only after compliance with all of the restrictions contained herein.

3. First Option.

(a) In the event a Shareholder (“Offering Shareholder”) wishes to sell, assign, transfer, pledge, encumber or make any other disposition of some or all of his Company shares in any manner not specifically permitted under subparagraph 2(b) above (including a situation where a Shareholder separates from his or her spouse or his or her marriage is dissolved, and an interest (including any then existing community or quasi-community interest) in the Shareholder’s Company shares, other than a life estate as contemplated under subparagraph 2(b) above, is proposed to be conveyed to or retained by such Shareholder’s spouse as part of the division of their marital estate), or if a Shareholder makes a testamentary disposition of any or all of his Company shares, or such Company shares pass by intestacy, in any manner not specifically permitted above, then, and in each such case, such Offering Shareholder (this term to refer also, where applicable, to the transferee under the Offering

Shareholders will or by the laws of intestacy) shall offer the Company shares in question first to the Company and then to the other Shareholders in the manner hereinafter provided. (For convenience, the term “transfer” is used hereinafter to refer to any sale, assignment, transfer, pledge, encumbrance or other disposition of shares of Company stock.)

(b) The Offering Shareholder shall notify the Company in writing of his intention to transfer, or permit his spouse to retain other than a life estate in, any or all of his Company shares, the identity of the proposed transferee, the price of and terms of payment for such Company shares (if applicable) and all other material terms and conditions of the proposed transaction.

(c) Company shall have an option, exercisable by giving written notice within thirty (30) days of receipt of the Offering Shareholder’s notice, to purchase the Company shares proposed to be transferred for their fair market value. If the Company exercises this option as to all or any part of such Company shares, it shall state in its notice of exercise its opinion of the fair market value of such Company shares. If the Offering Shareholder (and, in the case of the offering Shareholder’s separation or the dissolution of his or her marriage, the Offering Shareholder’s spouse) agrees with such opinion, the valuation shall also be binding upon any and all other Shareholders who may purchase any part of the Company shares proposed to be transferred which are not purchased by the Company, as hereinbelow provided. If the Offering Shareholder (and, in the case of the Offering Shareholders’ separation or the dissolution of his or her marriage, the Offering Shareholder’s spouse) does not agree with the Company’s opinion of the fair market

value of the Company shares, then the valuation issue shall be submitted to arbitration. The Offering Shareholder and the Company shall select a mutually agreeable arbitrator within ten (10) days of the Company’s notice of exercise. If they are unable to agree upon an arbitrator within that period, the arbitrator shall be appointed by the Presiding Judge of the Napa County Superior Court on the application of any party hereto. The Arbitrator shall value the Company as a whole, taking into account its tradename, goodwill and other similar intangible assets, and the value of each share of Company stock shall be deemed to be its proportionate share of the total value of the Company. The limited market for the Company’s securities shall be taken into consideration, but not discount shall be made for minority interests. The arbitrator shall render his decision within forty-five (45) days of his appointment and his decision shall be binding on the Company, the Offering Shareholder (and his or her spouse) and all other Shareholders.

(d) If the Company does not exercise this option as to all of the Company shares proposed to be transferred, the Company shall, within five (5) days after expiration of the Company’s thirty (30) day option period, notify the other Shareholders of the number of Company shares which the Company does not elect to purchase and, if the Company elects to purchase part of the Company shares proposed to be transferred, (i) the fair market value of such shares as agreed to by the Company and the Offering Shareholder, or (ii) that the valuation issue is being referred to arbitration.

(e) For fifteen (15) days after receipt of notice from the Company, each of the other Shareholders shall have an option to purchase his

“proportionate part” of the Company shares proposed to be transferred which are not purchased by the Company. “Proportionate part,” as used herein, shall mean that number of the Company shares proposed to be transferred which are not purchased by the Company, that is equal to the number of Company shares owned by each of the other Shareholders, divided by the number of Company shares owned by all other Shareholders, provided that if any of such Company shares are not purchased by the Shareholder first entitled thereto, the “proportionate part” of each of the other Shareholders shall be calculated without reference to the number of Company shares owned by such declining Shareholder.

(f) If the Company does not elect to purchase any of the Company shares proposed to be transferred, the Offering Shareholder and the other Shareholders who elect to purchase their proportionate parts of such Company shares shall agree on a valuation or the valuation issue shall be arbitrated in accordance with the procedure set out above. If the Company and/or other Shareholders elect to purchase all of the Company shares proposed to be transferred, the closing of the sale and purchase thereof shall take place within thirty (30) days following expiration of the fifteen (15) day option period allowed to the other Shareholders (or, if arbitration is required, within thirty (30) days of the arbitrator’s decision). The purchase price of the Company shares in question shall be payable ten percent (10%) in cash through the closing and the balance in twenty (20) equal quarterly installments of principal, together with interest on the unpaid principal balance at the Bank of America prime rate of interest, calculated from the closing and adjusted on each successive anniversary date thereof. The buyer or buyers shall deliver a promissory note or notes representing the balance of the purchase price through the closing. Such note or notes

(i) shall provide for a grace period of thirty (30) days, (ii) shall be prepayable at any time in whole or from time to time in part without penalty, and (iii) shall provide for acceleration of the entire unpaid obligation should there be a default in the payment of any quarterly installment. The Offering Shareholder shall deliver the appropriate share certificate(s), duly endorsed for transfer, to the Secretary of the Company through the closing and they shall be held by the Secretary as collateral security for the payment of the notes which are issued pursuant hereto, in accordance with the provisions of the form of Pledge Agreement attached hereto as Exhibit B. Each buyer shall execute and deliver a copy of the Pledge Agreement through the closing.

(g) If the Company and/or the other Shareholders do not purchase all of the Company shares proposed to be transferred, such Company shares may be transferred in accordance with the Offering Shareholder’s notice to the Company, but in any event the transferee (including the Offering Shareholder’s spouse) shall take and hold such Company shares subject to all of the provisions hereof.

(h) Any cash dividend declared but unpaid on shares purchased by the Company and/or other Shareholders but having a record date prior to the closing shall belong to the Offering Shareholder.

4. Section 303 Redemption.

(a) In case of the death of R. Michael Mondavi, Timothy J. Mondavi or Marcia Mondavi Borger (or their respective spouses or issue while such spouses or issue are Shareholders), the Company shall, at the option of the estate of such deceased Shareholder, redeem, in one or more redemptions, the maximum number of Company shares of such deceased Shareholder which is permissible under

Section 303 of the Internal Revenue Code of 1954, as amended (the “Code”), or a similar successor statute, on the terms and conditions set forth below. In case of the death of any other Shareholder, including without limitation Robert Mondavi or Marjorie Mondavi, the Company agrees to redeem and the estate of such other deceased Shareholder shall sell, in one or more redemptions, the maximum number of Company shares of such other deceased Shareholder which is permissible under Section 303 of the Code, or a similar successor statute, on the terms and conditions contained in the remaining subparagraphs of this paragraph 4.

(b) In all cases contemplated under the above subparagraph (a), the shares shall be redeemed (i) at the earliest time or times consistent with not accelerating any unpaid death taxes which may be payable over an extended period as provided by Section 6166 of the Code, or a similar successor statute, (ii) upon sixty (60) days’ notice given to the Company by the deceased Shareholder’s executor of the sum of money needed from time to time to pay such death taxes.

(c) Notwithstanding the foregoing subparagraph (b), the executor of the deceased Shareholder may, at any time or from time to time, at his option, accelerate the time for redemption of all or part of the deceased Shareholder’s shares by giving ninety (90) days’ notice to the Company.

(d) The redemption price for each share redeemed will be the date of death value thereof as finally determined for federal estate tax purposes. Before such value is finally determined, the redemption price will be the value claimed on the federal estate tax return of the deceased, subject to adjustment in cash upon final determination. For shares redeemed after the due date for filing the federal estate tax

return, the redemption price will increase by 1½% of the date of death value for every three-month period elapsed after the filing date for such return.

(e) For redemptions under subparagraph (b), the full redemption price will, unless otherwise agreed to by the Company and the deceased Shareholder’s executor, be paid in cash against delivery of the appropriate share certificate(s), duly endorsed for transfer, to the Company. For redemptions under subparagraph (c), the redemption price will be paid ten percent (10%) in cash and the balance by a promissory note payable in twenty (20) equal quarterly installments of principal, with interest on the unpaid principal balance at the Bank of America prime rate of interest, calculated from the date thereof. Each such note shall contain the additional provisions of the note(s) provided for in subparagraph 3(f) below.

(f) Notwithstanding any other provisions herein contained, the Company at its option may distribute assets of the Company to the estate of the deceased Shareholder in satisfaction of the whole or any part of the Company’s obligations under this paragraph 4, at the fair market value of such assets as agreed to by the Company and the deceased Shareholder’s estate or, failing their agreement, as determined by arbitration had in accordance with the provisions of subparagraph 3(c).

(g) As to Company stock of a deceased Shareholder which is not redeemed by the Company pursuant to this paragraph 4, the provisions of paragraph 3 above shall apply.

5. Dispositions by Will. Each Shareholder shall execute a last will and testament including provisions which in substance and effect provide the following:

(a) A reference to this Agreement, directing and authorizing his executors to carry out the terms of this Agreement.

(b) Any shares of the deceased Shareholder not purchased by the Company or the other Shareholders in furtherance of this Agreement shall be devised to one or more of the issue of said deceased Shareholder (if any) and said shares shall be subject to the terms of this Agreement.

(c) If the deceased Shareholder has no issue, he may devise the shares of Company stock to one or more of the issue of Robert and Marjorie Mondavi, or if there are no such issue, he may divide such shares at will, provided, however, said shares shall be subject to the terms of this Agreement.

(d) Failure to execute such a will, however, shall not affect the rights or obligations of any party to this Agreement.

6. Legends. Immediately following the execution of this Agreement each Shareholder shall deliver all stock certificates representing his shares of Company stock to the Secretary of the Company and the following legend shall be placed thereon:

The transfer of these shares is restricted by the provisions of a Stock Buy-Sell Agreement among the Company and its shareholders dated as of_____ , 1982, a copy of which may be inspected at the principal office of the Companys, and all the provisions of which are incorporated by reference in this certificate.

7. New Shares and New Stockholders. So long as this Agreement remains in effect, any sale or other transfer of shares of Company stock to new Shareholders where permitted hereunder shall be made subject to the terms and conditions of this Agreement, and the Company shall require each new Shareholder to whom shares of stock are subsequently issued to execute, prior to issuance, an agreement in substantially the form of this Agreement, or incorporating the terms and conditions hereof, and shall require the spouse of any such Shareholder to execute a consent of spouse in the form attached hereto as Exhibit B. Any additional Company shares hereafter issued to a Shareholder (including shares issued as a stock dividend or upon a stock split, reverse stock split or any exchange of the Company’s issued and outstanding common stock for other securities of the Company) and the shares of any other corporation which may be issued in exchange for all of the issued and outstanding shares of the Company shall automatically be subject to the provisions hereof.

8. Amendment. This Agreement may be amended only upon the written consent of all Shareholders and the Company.

9. Termination. This Agreement shall terminate upon (i) the written agreement of all Shareholders and the Company, or (ii) upon the dissolution, bankruptcy or insolvency of the Company.

10. Attorneys’ Fees. If legal action is required to enforce or interpret any provisions of this Agreement, the prevailing party shall be entitled to an award of reasonable attorneys’ fees in addition to any other relief to which he may be entitled.

11. Administrative Requirements. The Company agrees to apply for, and use its best efforts to obtain, all governmental and administrative approvals required in connection with the purchase and sale of shares under this Agreement. The parties agree to cooperate in obtaining the approvals and to execute any and all documents that may be required to be executed by them in connection therewith. The Company shall pay all costs and filing fees in connection with obtaining such approvals.

12. Miscellaneous.

(a) This Agreement constitutes the entire agreement of the parties respecting the matters covered hereby.

(b) This Agreement shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns.

(c) Any notice which may be given by any party in connection herewith shall be in writing and shall be either personally delivered or sent by certified mail, postage prepaid, to all other parties at Robert Mondavi Winery, 7801 St. Helena Highway, Oakville, California 94562, with a copy to Clifford S. Adams, Esq., 601 Montgomery Street, Suite 707, San Francisco, California 94111, or such other place as a party designates in writing. Addresses of persons becoming Shareholders after the date of this Agreement shall be maintained and available at the corporate offices of the Company.

(d) This Agreement shall be governed by and construed in accordance with the laws of the State of California.

(e) The parties agree to execute such documents and instruments and take all other action which may be necessary to carry this Agreement into effect.

(f) If any provision of this Agreement shall be invalid or unenforceable, it shall not affect the remaining provisions which shall be interpreted and enforced as if the invalid provision were not a part of this Agreement.

(g) This Agreement may be executed in counterparts, each of which shall be deemed an original Agreement, but which shall together constitute one and same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

/s/ Michael Mondavi		/s/ R. Michael Mondavi

Michael Mondavi		R. Michael Mondavi, Trustee of the Marjorie Mondavi Trust


/s/ Timothy J. Mondavi		/s/ Timothy J. Mondavi

Timothy J. Mondavi		Timothy J. Mondavi, Trustee of the Marjorie Mondavi Trust


/s/ Marcia Mondavi Borger		/s/ Clifford S. Adams

Marcia Mondavi Borger		Clifford S. Adams, Trustee of the Marjorie
		Mondavi Trust

		THE ROBERT MONDAVI CORPORATION,
		a California corporation

		By /s/ Robert Mondavi


		/s/ Robert Mondavi

		Robert Mondavi

Consent of Marjorie Mondavi

The undersigned, Marjorie Mondavi, as grantor and the primary beneficiary of the Marjorie Mondavi Trust, hereby approves of and consents to the Trustees of such Trust entering into the foregoing Agreement with respect to all of the shares of stock of The Robert Mondavi Corporation held by the Trust, and the undersigned agrees to be bound by all of the provisions of the Agreement.

		/s/ Marjorie Mondavi

		Marjorie Mondavi

EXHIBIT A

Consent of Spouse

The undersigned, being a spouse of one of the parties to the foregoing Stock Buy-Sell Agreement dated June 24, 1982, acknowledges that he/she has read and knows the contents of said Agreement, and hereby agrees to be bound by all of its terms and conditions with respect to any interest which he/she now has, or may hereafter acquire, in the shares of capital stock of The Robert Mondavi Corporation, whether such interest be his/her separate or community property.

/s/ Thomas P. Borger

EXHIBIT B

Consent of Spouse

The undersigned, being a spouse of one of the parties to the foregoing Stock Buy-Sell Agreement dated ______________ , 19___, acknowledges that he/she has read and knows the contents of said Agreement, and hereby agrees to be bound by all of its terms and conditions with respect to any interest which he/she now has, or may hereafter acquire, in the shares of capital stock of The Robert Mondavi Corporation, whether such interest be his/her separate or community property.

EXHIBIT B

PLEDGE AGREEMENT

1. In accordance with the provisions of sub-paragraph 3(f) of the Stock Buy-Sell Agreement dated as of _______ , 1982, among The Robert Mondavi Corporation (the “Company”) and its shareholders, the undersigned Seller is herewith delivering to the Secretary of the Company, as pledgeholder, the shares of Company stock which are described in Exhibit A hereto (“Shares”), to be held by the Secretary as collateral security for the payment of the undersigned Buyer’s promissory note of even date herewith (the “Note”) which is being made and delivered by Buyer to Seller on account of the purchase price of such Shares.

2. The Shares shall remain registered to the name of Seller for the duration of this pledge, and in the event that the Seller receives any stock dividends, additional securities or other property in respect of the Shares, then the Seller will likewise immediately deliver the same to the Secretary to be held by the Secretary hereunder in the same manner as said Shares. (The Shares and all money and property which may hereafter be assigned, transferred to and pledged with the Secretary under this paragraph is hereinafter sometimes referred to as “Collateral.”)

3. So long as the Note is not in default, Buyer shall have the right to vote the Shares. Upon an “event of default,” as defined below, Seller shall, in addition to any other rights it may have, be entitled to vote the Shares.

4. Buyer agrees to pay prior to delinquency all taxes, charges, liens and assessments against the Collateral, and upon the failure of Buyer to do so Seller at his

option may pay any or all of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same.

5. All advances, charges, costs and expenses, including reasonable attorney’s fees, incurred or paid by Seller in exercising any right, power or remedy conferred by this Agreement, or in the enforcement thereof, shall become a part of the indebtedness secured hereby and shall be paid to Seller by Buyer immediately and without demand with interest thereon at the rate of six percent (6%) per annum commencing on the date that Seller makes any such expenditure.

6. Immediately upon full payment of the Note by Buyer, Seller shall cause the Secretary to transfer the Collateral and all rights associated therewith to Buyer.

7. The occurrence of any one or more of the following shall constitute an event of default hereunder: (a) non-payment of any part or all of the Note at the time specified therein; (b) the levy of any attachment, execution or other process against any of the Collateral; or (c) the insolvency or failure in business of, or the commission of any act of bankruptcy, general assignment for the benefit of creditors, or filing of any petition for bankruptcy or for relief under the provisions of the National Bankruptcy Act by, or adjudication in bankruptcy against, Buyer.

8. Upon an event of default, Seller, without notice to or demand on Buyer and in addition to all other rights and remedies, may, at his option, exercise any one or more of the following remedies:

(a) Declare without presentment that the Note is immediately due and payable.

(b) Sue Buyer on the Note and foreclose or otherwise enforce the security interest granted hereby in the Collateral by any available judicial procedure, Buyer to be liable for any remaining deficiency.

(d) Subject to any restrictions on the sale of the Collateral contained in the Company’s Articles of Incorporation or By-laws or as provided by any law, or by any rule or regulation of any public agency, or any other agreement restricting the sale of Company stock to which Seller is a party, publicly or privately sell or otherwise dispose of the Collateral, and apply the proceeds thereof to: (i) the reasonable expenses of preparing for sale and selling the Collateral, plus (ii) attorney’s fees, legal expenses and costs incurred by Seller in Seller’s exercise of his powers hereunder, plus (iii) the Note. Buyer shall be liable for the immediate payment of any deficiency remaining after the application of the proceeds of such sale or disposition to the sum of items (i), (ii) and (iii).

(e) Pursue any other remedy now or hereafter provided at law or in equity.

9. Seller may at any time cause the Collateral or any part thereof to be delivered to Buyer and the receipt of same by Buyer shall be a complete and full

acquittance for the Collateral so delivered, and Seller shall thereafter be discharged from any liability or responsibility therefore.

10. If the Seller negotiates the Note, then, subject to any restriction on the transfer of the Shares imposed by any state or federal law or any rule or regulation of any public agency or any other agreement restricting the transfer of such Shares, Seller may transfer all or any part of the Collateral and shall be fully discharged thereafter from all liability and responsibility with respect to such Collateral so transferred, and the transferee shall be vested with all the rights and powers of Seller hereunder with respect to such Collateral so transferred; but with respect to any Collateral not so transferred Seller shall retain all rights and powers hereby given.

11. Until the Note shall have been paid in full or cancelled and extinguished, the power of sale and all other rights, powers and remedies granted to Seller hereunder shall continue to exist and may be exercised by Seller at any time and from time to time irrespective of the fact that enforcement of the Note may have become barred by any statute of limitations, or that the liability of Buyer thereon may have ceased.

12. The rights, powers and remedies given to Seller by this Agreement are cumulative and shall be in addition to all rights, powers and remedies given to Seller by virtue of any statute or rule of law. Any forebearance or failure or delay by Seller in exercising any right, power or remedy hereunder shall not be deemed to be a waiver of such right, power or remedy, and any single or partial exercise of any right, power or remedy hereunder shall not preclude the further exercise thereof; and every

right, power and remedy of Seller shall continue in full force and effect until such right, power or remedy is specifically waived by an instrument in writing executed by Seller.

13. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors in interest.

14. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

15. This Agreement may be amended only by a writing signed by the party against whom such amendment is sought to be enforced.

IN WITNESS WHEREOF, the parties have executed this Agreement the ____ day of _____________, 19___.

BUYER:		SELLER:

FIRST AMENDMENT TO STOCK BUY-SELL AGREEMENT

This First Amendment (this “Amendment”) to the Stock Buy-Sell Agreement dated as of March 1, 1982 (the “Agreement”) by and among R. Michael Mondavi, Marcia Mondavi Borger, Timothy J. Mondavi, Robert Mondavi (collectively, the “Shareholders”) and The Robert Mondavi Corporation, a California corporation (the “Company”), is made and entered into as of March 8, 1993. The parties to this Amendment hereby recite and agree as follows:

RECITALS

A. On February 26, 1993, the Company affected a recapitalization (the “Recapitalization”) which changed the character and amount of capital stock held by each of the Shareholders in the Company. As a result of the Recapitalization, the Shareholders of the Company now hold the following shares, which represent all of the issued and outstanding shares of the Company’s capital stock as of the date of this Amendment:

Shareholder	Class of Company Shares	Number of Shares

Robert Mondavi	Series A Preferred	130,000
	Class B Common	3,374,145
R. Michael Mondavi	Class B Common	1,970,285
Marcia Mondovi Borger	Class B Common	1,970,285
Timothy J. Mondavi	Class B Common	1,970,285

B. The Company is contemplating an underwritten initial public offering of shares of its Class A Common Stock (the “IPO”).

C. As a result of the Recapitalization and in anticipation of the IPO, the Shareholders and the Company wish to amend the Agreement as provided for herein.

AGREEMENT

1. The Agreement shall apply to all shares of capital stock of the Company held by the Shareholders (including designated transferees as included in the definition of “Shareholder” in the Agreement), including Class A Common Stock, Class B Common Stock and Series A Preferred Stock. References in the Agreement to “Company stock” shall include all such shares.

2. Notwithstanding the foregoing, each Shareholder may engage in any of the following transactions without regard to the restrictions on transfer set forth in Section 2 of the Agreement and without being subject to or complying with the options in favor of the Company and the other Shareholders in Section 3 of the Agreement: (i) sell shares of Class A Common Stock (issued upon conversion of Class B Common Stock currently held by such Shareholder) in the IPO, to the extent permitted by the managing underwriters for the IPO; (ii) transfer any shares of the Company stock he or she holds to a charitable institution, or to a trust for the benefit of a charitable institution; or (iii) transfer shares to a spouse, or to a former spouse in connection with a marital property settlement, or permit such spouse or former spouse to retain his or her interest in shares, or engage in any other transaction with such spouse or former spouse as is described in Section 3(a) or 3(b) of the

Agreement. Any transfer of Class B Common Stock pursuant to clause (iii) above shall be deemed to be made to a “beneficial owner” of Company Stock, and shall therefore not result in automatic conversion to Class A Common Stock pursuant to the Company’s Restated Articles of Incorporation. Any proposed voluntary conversion by a Shareholder of Class B Common Stock into Class A Common Stock pursuant to paragraph D.4(a) of Article III of the Company’s Restated Articles of Incorporation shall be deemed to be a “transfer” within the meaning of Section 3 of the Agreement and shall be subject to the options in favor of the Company and the other Shareholders set forth therein.

3. After the IPO, “fair market value” of the Class B Common Stock for purposes of the options provided for in Section 3(c) and 3(f) of the Agreement shall be deemed to be the average closing price of the Company’s Class A Common Stock for the 15 trading days immediately prior to the date of the Offering Shareholder’s notice provided for in Section 3(b), as reported on the NASDAQ National Market System or such other listing or exchange as the Class A Common Stock shall then be traded or reported.

4. Section 3(f) of the Agreement is hereby amended so that any payment thereunder to an Offering Shareholder by the Company or the other Shareholders shall be made as follows: (i) in cash on the closing up to the first one million dollars ($1,000,000) of the purchase price with respect to any proposed transfer or transfers within each calendar year, plus (ii) any amount of the purchase price in excess of one million dollars ($1,000,000) payable in twenty (20) equal quarterly installments of

principal, together with interest on the unpaid principal balance at the Bank of America prime rate of interest, calculated from the closing and adjusted on each successive anniversary date thereof (such payments to be represented by a promissory note or notes as provided in Section 3(f)).

5. Section 4 of the Agreement is hereby eliminated in its entirety, and shall be of no further force or effect.

6. Section 7 of the Agreement is hereby eliminated in its entirety, and shall be of no further force or effect.

7. Except to the extent specifically provided for in this Amendment, or as necessary to give full effect to the provisions of this Amendment, all provisions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

		/s/ R. Michael Mondavi

		R. Michael Mondavi


		/s/ Marcia Mondavi Borger

		Marcia Mondavi Borger


		/s/ Timothy J. Mondavi

		Timothy J. Mondavi


		/s/ Robert Mondavi

		Robert Mondavi


		THE ROBERT MONDAVI CORPORATION

		By	/s/ Clifford S. Adams

			Clifford S. Adams
			Chief Operating Officer

CONSENT OF SPOUSE

The undersigned, being a spouse of one of the parties to the foregoing First Amendment to Stock Buy-Sell Agreement dated as of March 8, 1993, acknowledges that he/she has read and knows the contents of said Amendment, and hereby agrees to be bound by all of its terms and conditions with respect to any interest which he/she now has, or may hereafter acquire, in the shares of capital stock of The Robert Mondavi Corporation, whether such interest be separate or community property.

		/s/ Dorothy Mondavi

CONSENT OF SPOUSE

	/s/ Isabel A. Mondavi

CONSENT OF SPOUSE

	/s/ Thomas P. Borger

SECOND AMENDMENT

STOCK BUY-SELL AGREEMENT

This Second Amendment (the “Second Amendment”) to the Stock Buy-Sell Agreement dated as of March 1, 1982, (the “Agreement”), as amended by the First Amendment to the Agreement dated as of March 8, 1993 (the “First Amendment”), is made by and among The Robert Mondavi Corporation, a California corporation, (the “Company”) and the undersigned shareholders of the Company (collectively referred to as the “Shareholders”). The parties to this Second Amendment hereby recite and agree as follows:

RECITALS

A. The Shareholders now hold the following shares of the Company’s Class A Common Stock, and the Company’s Class B Common Stock, which represents all of the issued and outstanding shares of the Company’s Class B Common Stock, as of the date of this Amendment:

Shareholder	Class or Series of Stock	Number of Shares

Robert G. Mondavi	Class B Common	1,943,177
R. Michael Mondavi	Class B Common	1,681,780
R. Michael Mondavi and Isabel A.
Mondavi	Class A Common	11,000
R. Michael Mondavi and Isabel A.
Mondavi, Trustee of The Mondavi
Living Trust	Class A Common	25,000
Marcia Mondavi Borger	Class B Common	1,628,960
Timothy J. Mondavi	Class B Common	1,691,190
Robert Michael Mondavi, Jr.	Class B Common	10,210
Joseph R. Alcantara, Jr., Trustee FBO
Robert Michael Mondavi, Jr.	Class B Common	40,000
Dina Mondavi	Class B Common	9,910
Joseph R. Alcantara, Jr., FBO Dina
Mondavi	Class B Common	40,000
Thomas P. Borger, Trustee of the
Marcia Mondavi Borger
Children’s Trust FBO Caitlin
Borger	Class B Common	76,120
Thomas P. Borger, Trustee of the
Marcia Mondavi Borger
Children’s Trust FBO Brian	Class B Common	76,120

Shareholder	Class or Series of Stock	Number of Shares

Borger
Marcia Mondavi Borger, Trustee FBO
Carissa Ellen Mondavi	Class B Common	21,005
Marcia Mondavi Borger, Trustee FBO
Chiara Megan Amelia Mondavi	Class B Common	21,005
Marcia Mondavi Borger, Trustee FBO
Carlo Cesare Mondavi	Class B Common	21,005
Marcia Mondavi Borger, Trustee FBO
Dominic Nicholas Anthony John
Mondavi	Class B Common	21,005
Marcia Mondavi Borger, Trustee FBO
Dante John Cesare Mondavi	Class B Common	21,005
Isabel Mondavi	Class B Common	905
Dorothy Mondavi	Class B Common	905
Thomas Borger	Class B Common	905
Holly Mondavi	Class B Common	380

Although Series A Preferred stock is authorized, there are no issued and outstanding shares of Series A Preferred as of the date of this Amendment.

B. Pursuant to Section 2(iii) of the First Amendment, Timothy J. Mondavi (“Timothy”) now wishes to transfer shares of Class B Common Stock to Dorothy Mondavi (“Dorothy”), in connection with a marital property settlement between Timothy and Dorothy (the “Settlement”).

C. Pursuant to Section 2(b)(i) of the Agreement, Timothy and Dorothy wish to transfer shares of the Company’s Class B Common Stock to a trust (the “Trust”) for the five (5) children of the marriage of Timothy and Dorothy. The Settlement provides that Timothy shall retain certain rights with respect to the shares transferred to the Trust.

D. The Shareholders also wish to provide that if a Shareholder intends to transfer shares of the Company’s Class B Common Stock to a charitable institution or a trust for the benefit of a charitable institution the other Shareholders will have an option to exchange shares of the Company’s Class A Common Stock for the Class B Common Stock before it is transferred. This is to allow the other Shareholders the opportunity to prevent the automatic conversion of the Class B Common Stock upon its transfer provided in the Company’s Articles of Incorporation, and thereby keep more Class B Common Stock in the family.

E. For the foregoing reasons, the Shareholders and the Company now wish to amend Sections 2 and 3 of the Agreement as amended by the First Amendment as provided herein.

F. Except as otherwise provided, all terms used herein shall have the same meaning as in the Agreement and First Amendment.

AGREEMENT

1. Subsections (a) and (b) of Section 2 of the Agreement, Restrictions on Shares, are hereby amended to read as follows:

“(a) None of the shares of Company stock of any Shareholder nor any right, title, or interest therein, whether now owned or hereafter acquired, shall be sold, assigned, transferred, pledged, or otherwise disposed of or encumbered, voluntarily or involuntarily, or by operation of law, except in accordance with the provisions of this Agreement. (For convenience, the term “transfer” is used hereinafter to refer to any sale, assignment, transfer, pledge, encumbrance or other disposition of shares of Company stock). Any transfer of Company stock contrary to the provisions hereof shall be void.”

“(b) Any other provision hereof notwithstanding, except for Section 3(j), a Shareholder may, without complying with the restrictions hereinbelow, make an inter vivos or testamentary Transfer of some or all of such Shareholder’s Company shares (i) directly to or in trust for one or more of the issue of Robert and Marjorie Mondavi (the term “issue” as used herein shall include children adopted during their minority), (ii) to a trust in which the Shareholder retains a life interest, provided that the sole residuary beneficiaries of the trust are issue of Robert and Marjorie Mondavi; (iii) to a trust in which the Shareholder’s spouse or the spouse of an issue of Robert and Marjorie Mondavi is given a life interest, provided the sole residuary beneficiaries of the trust are issue of Robert and Marjorie Mondavi; (iv) to a spouse, or to a former spouse in connection with a marital property settlement, or permit such spouse or former spouse

to retain his or her interest in shares, or engage in any other transaction with such spouse or former spouse as is described in Section 3(a) or 3(b) below; or (v) sell shares of Class A Common Stock (issued upon conversion of Class B Common Stock) in the IPO, to the extent permitted by the managing underwriters for the IPO.

In each such case, however, the Company stock so transferred shall be subject to the terms of this Agreement and any other or further transfer of such Company stock shall be permitted only after compliance with all of the restrictions contained herein. Any transfer of Class B Common Stock pursuant to clause (iv) above shall be deemed to be made to a “beneficial owner” of Company stock, and shall therefore not result in automatic conversion to Class A Common Stock pursuant to the Company’s Restated Articles of Incorporation shall be deemed a “transfer” within the meaning of Section 3 of this Agreement and shall be subject to the options in favor of the Company and the other Shareholders set forth herein.”

2. Subsections (a) and (e) of Section 3 of the Agreement, First Option, as amended by the First Amendment, are hereby amended to read as follows:

“(a) Except as otherwise provided in Section 3(i) hereinbelow, in the event a Shareholder (“Offering Shareholder”) wishes to transfer some or all of his Company shares in any manner not specifically permitted under subparagraph 2(b) above, or if a Shareholder makes a testamentary disposition of any or all of his Company shares, or such Company shares pass by intestacy, in any manner not specifically permitted above, then, and in each such case, such Offering Shareholder (this term to refer also, where applicable, to the transferee under the Offering Shareholder’s will or by the laws of intestacy) shall offer the Company shares in question first to the Company and then to the other Shareholders in the manner hereinafter provided.”

“(e) For fifteen (15) days after receipt of notice from the Company, each of the other Shareholders shall have an option to purchase his “proportionate part” of the Company shares proposed to be transferred which are not purchased by the Company. “Proportionate part,” as used in this Section 3, shall mean for any of the other Shareholders that number of the Company shares proposed to be transferred which are not purchased by the Company that is equal to the product of the total number of shares proposed to be transferred times the number of shares of Class B Common Stock of the Company (“Class B Common”) owned by such other Shareholder, divided by the total number of shares of Class B Common Stock of the Company (“Class B Common”) owned by such other Shareholder, divided by the total number of shares of Class B Common owned by all of the other Shareholders, provided that if any such Company shares are not purchased by the other Shareholder first entitled thereto (a “declining Shareholder”), the “proportionate part” of each of the other Shareholders shall be calculated without reference to (i) the number shares purchased by such declining Shareholders and (ii) the number of shares of Class B Common owned by such declining Shareholders.

3. Section 3 of the Agreement, First Option, as amended by the First Amendment, is hereby amended by adding new Sections 3(i) and 3(j) to read as follows:

“(i) Any Shareholder (the “Transferring Shareholder”) may make an inter vivos or testamentary transfer of all or any part of his or her Company shares to a charitable institution or a trust for the benefit of a charitable institution; provided, however, that if the Transferring Shareholder, or his or her representative, intends to so transfer any shares of Class B Common, the Transferring Shareholder shall first offer the other Class B Common Shareholders the option to exchange shares of Class A Common Stock of the Company (“Class A Common”) for such shares of Class B Common in the manner hereinafter provided:

		1)	The Transferring Shareholder, or his or her representative, shall notify (the “Transferor’s Notice”) the Company c/o Company’s General Counsel (the “General Counsel”) at 841 Latour Court, Suite M, Napa, CA 94558, in writing to the Transferring Shareholder’s intention to transfer Class B Common and the number of shares to be transferred; and the General counsel shall notify (the “Company’s Notice”) each of the other Class B Common Shareholders within five (5) days of receipt of the Transferor’s Notice, of the name of the Transferring Shareholder and the number of shares of Class B Common he or she intends to transfer.

		2)	Each of the other Class B Common Shareholders shall have an option (the “Exchange Option”), exercisable by giving written notice (the “Exercise Notice”) delivered to the General Counsel within ten (10) days of receipt of the Company Notice, to exchange shares of Class A Common for a part or all of the shares of Class B Common to be transferred. A Shareholder shall state in his or her Exercise Notice the maximum number of shares of Class B Common he or she would like to exercise the Exchange Option for.

		3)	Upon receipt of all the Exercise Notices, the General Counsel shall determine the proportionate part of the shares of Class B Common that each of the other Shareholders is entitled to.

			Each Shareholder who has requested to exercise his or her Exchange Option with respect to no more than his or her proportionate part shall be notified by the Company to deliver, and the Shareholder shall deliver, to the Company that number of Class A Common share certificates, duly endorsed for transfer, within five (5) days.

			Each Shareholder who has requested to exercise his or her Exchange Option with respect to more than his or her proportionate part shall be notified by the Company to deliver, and the Shareholder shall deliver, to the Company within five (5) days the number of Class A Common share certificates, duly endorsed for transfer, equal to (i) his or her proportionate part, plus (ii) his or her proportionate part of the total number of shares for which any other Shareholder does not exercise his or her Exchange Option, calculated without reference to the number of shares of Class B Common owned by all of such other Shareholders;

			Within five (5) days of receiving the Class A Common shares the Company shall notify the Transferring Shareholder of the number of Class B Common shares for which an Exchange Option has been exercised, and the Transferring Shareholder shall deliver to the Company the appropriate Class B Common share certificate(s) or other appropriate transfer documents, duly endorsed for transfer. Upon receipt of the Class B Common share certificates or other appropriate transfer documents, the Company shall deliver to the Transferring Shareholder the Class A Common shares received in exchange for the Class B Common shares; and within five (5) days shall deliver to each of the other Shareholder who exercised an Exchange Option newly issued Class B Common share certificates for his or her proportionate part.

		4)	The Transferring Shareholder may transfer, in accordance with the Transferors Notice, any of the Class B Common shares which are not exchanged for Class A Common shares under the foregoing Exchange Options, but in any event the transferee shall take and hold such Class B Common shares

			subject to all of the provisions hereof and in the Articles of Organization of the Company.

		5)	Any cash dividend declared but unpaid on shares of Class B Common exchanged by the other Shareholders but having a record date prior to the date of the newly issued Class B Common shares shall belong to the Transferring Shareholder.”

		“(j) Notwithstanding the foregoing provisions of Section 2(b) and this Section 3, if any Company shares held by a trust created for the benefit of the five (5) children of the marriage of Timothy J. Mondavi (“Timothy”) and Dorothy Mondavi (“Dorothy”) are to be transferred from the trust in a manner other than to a trust for the benefit of (i) one or more of the issue of the five (5) children of the marriage of Timothy and Dorothy, which trust provides that the beneficiary(ies) may not make any withdrawals from the trust until he or she reaches the age of forty (40), or (ii) the spouse of any of the five (5) children of the marriage of Timothy and Dorothy for life provided that the sole residuary beneficiaries of such trust are issue of Robert and Marjorie Mondavi and that the remainder beneficiary(ies) may not make any withdrawals from the trust until he or she reaches the age of forty (40), then the Offering Shareholder of such shares shall, during Timothy’s lifetime, first offer the shares to Timothy, rather than the Company, to purchase upon the same terms and conditions as provided in this Section 3 for the Company. If within the thirty (30) day option period Timothy does not exercise his first option as to all of the shares, the Offering Shareholder shall, within five (5) days of the expiration of Timothy’s option period, offer such shares to the Company and then to the other Shareholders as otherwise provided in this Section 3.

		“If any shares of Class B Common held by a trust created for the benefit of the five (5) children of the marriage of Timothy and Dorothy are to be

		transferred from the trust to a charitable institution, then, during Timothy’s lifetime, the Company shall, within five (5) days of receipt of the Transferor’s Notice from the trust, first notify Timothy, rather than the other Shareholders, that he has an option to exchange Class A Common shares for all of the Class B Common shares to be transferred, upon the same terms and conditions as are otherwise provided in Section 3(i). If within five (5) days Timothy does not exercise this option as to all of the shares, the Company shall send a Company Notice to the other Shareholders (not including Timothy), within five (5) days and offer such shares to the other Shareholders as otherwise provided in Section 3(i) provided however that a Shareholder’s proportionate part shall be calculated without reference to the number of Class B Common shares owned by Timothy.”

4. Subsection (c) of Section 12 of the Agreement, Miscellaneous, is hereby amended to read as follows:

	(c) Any notice which may be given by any party in connection herewith shall be in writing and shall be either personally delivered or sent by certified mail, postage prepaid, to all other parties at Robert Mondavi Winery, c/o General Counsel, 841 Latour Court, Suite M, Napa, California 945581, or such other place as a party designates in writing. Addresses of persons becoming Shareholders after the date of this Agreement shall be maintained and available at the corporate offices of the Company.

5. Except to the extent specifically provided for in this Second Amendment, or as necessary to give full effect to the provisions of this Second Amendment, all provisions of the Agreement, as amended by the First Amendment shall remain in full force and effect.

6. This Second Amendment may be signed in any number of counterparts by the parties and shall be valid and binding on each party as if fully executed all on one copy. All counterparts taken together shall be deemed an original of this Second Amendment.

7. The parties agree that this Second Amendment shall be signed and of binding legal effect as of the date on which the last signatory signs this Second Amendment.

IN WITNESS WHEREOF, the parties have executed this Second Amendment on the dates indicated next to their signatures below.

		COMPANY:

		THE ROBERT MONDAVI CORPORATION

Date:		By:	/s/ Mike Borger


		Its:	Senior V.P.


		SHAREHOLDERS:

Date: 29 Dec. 1998			/s/ R. Michael Mondavi

			R. Michael Mondavi

Date:			/s/ Marcia Mondavi Borger
			Marcia Mondavi Borger

Date:	December 22, 1998		/s/ Timothy J. Mondavi
			Timothy J. Mondavi

Date:			/s/ Robert Mondavi
			Robert Mondavi

Date:		/s/ Robert Mondavi

		Robert Mondavi

Date:	12/29/98	/s/ Robert Michael Mondavi, Jr.
		Robert Michael Mondavi, Jr.

Date:		/s/ Joseph R. Alcantara, Jr.,
		Joseph R. Alcantara, Jr., Trustee FBO
		Robert Michael Mondavi, Jr.

Date:		/s/ Joseph R. Alcantara, Jr.,
		Joseph R. Alcantara, Jr., Trustee FBO
		Dina Mondavi

Date:		/s/ Dina Mondavi
		Dina Mondavi

Date:	Deceber 29, 1998	/s/ Thomas P. Borger
		Thomas P. Borger, Trustee of the Marcia
		Mondavi Borger Children’s Trust FBO
		Caitlin Borger

Date:		/s/ Thomas P. Borger
		Thomas P. Borger, Trustee of the Marcia
		Mondavi Borger Children’s Trust FBO
		Brian Borger

Date:		/s/ Marcia Mondavi Borger, Trustee
		Marcia Mondavi Borger, Trustee FBO
		Carissa Ellen Mondavi

Date:		/s/ Marcia Mondavi Borger, Trustee
		Marcia Mondavi Borger, Trustee FBO
		Chiara Megan Amelia Mondavi

Date:		/s/ Marcia Mondavi Borger, Trustee
		Marcia Mondavi Borger, Trustee FBO
		Carlo Cesare Mondavi

Date:		/s/ Marcia Mondavi Borger
		Marcia Mondavi Borger, Trustee FBO
		Dominic Nicholas Anthony John Mondavi

Date:		/s/ Marcia Mondavi Borger
		Marcia Mondavi Borger, Trustee FBO
		Dante John Cesare Mondavi

Date:	12/30/98	/s/ Isabel Mondavi

		Isabel Mondavi

Date:		/s/ Dorothy Mondavi
		Dorothy Mondavi

Date:		/s/ Thomas Borger
		Thomas Borger

Date:	October 5, 1998	/s/ Holly Mondavi
		Holly Mondavi

CONSENT OF SPOUSE

The undersigned, being a spouse of one of the parties to the foregoing Second Amendment to Stock Buy-Sell Agreement dated as of ________ , 1998, acknowledges that he/she has read and knows the contents of said Second Amendment, and hereby agrees to be bound by all of its terms and conditions with respect to any interest which he/she now has, or may hereafter acquire, in the shares of capital stock of The Robert Mondavi Corporation, whether such interest be separate or community property.

		/s/ Margaret Borger Mondavi

EX-5 6 aug2404_ex05.htm Exhibit 5

Exhibit 5

UBS CREDIT CORP. LN
LOAN AGREEMENT

BORROWER:

Robert Michael Mondavi and Isabel
A. Mondai, as Trustee of The
Mondavi Living Trust

For UBSCC Use Only:

Full Account Title

Wire

Account Number

Branch

Collateral Accounts at
UBS PaineWebber Inc.:

Robert Michael Mondavi and Isabel
A. Mondai, as Trustee of The
Mondavi Living Trust

THIS LOAN AGREEMENT (as the same may be amended, supplemented or otherwise modified from time to time, this “Agreement”) is made by and between the party or parties signing this Agreement as Client where indicated below (together and individually, “Client”) and UBS Credit Corp. (“UBSCC”).

1. Definitions.

(a) “Business Day” means a day, other than a Saturday or a Sunday, on which UBSCC and UBS PW are open for business.

(b) “Collateral” has the meaning specified in Section 6(a).

(d) “Interest Period” means, with respect to a Fixed Rate Advance, the number of days, weeks or months in the period that (as specified in the related Advice provided pursuant to Section 3(a)) is selected by Client from among those offered by UBSCC commencing on the date of (i) the extension of such Fixed Rate Advance or (ii) any renewal thereof and, in each case, ending on the last day of such period; provided that if such last day is not a Business Day, then such Interest Period shall end on the immediately succeeding Business Day, except that (A) if such last Business Day would fall in the next calendar month, such Interest Period shall end on the immediately preceding Business Day, and (B) each monthly or longer Interest Period that commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate calendar month.

(e) “LIBOR” means, with respect to any Advance, the rate of Interest so designated by UBSCC and determined in accordance with its practices from time to time, in the case of Floating Rate Advances, for 30 days and, in the case of Fixed Rate Advances, for a period corresponding to the Interest Period applicable to the Advance.

(f) “UBS PW” means UBS PaineWebber Inc. and any successor thereto.

2. Establishment of Line of Credit; Use of Accounts.

(a) UBSCC hereby establishes an uncommitted, revolving Line of Credit, pursuant to which UBSCC may, from time to time and in its sole discretion, authorize and make one or more “Floating Rate Advances” or “Fixed Rate Advances” (collectively “Advances”) to Client. UBSCC will carry each Advance in the Floating Rate Account or the Fixed Rate Account, as appropriate, indicated above, but all Advances shall constitute extensions of credit pursuant to a single Line of Credit. The maximum dollar amount of credit that may be extended to Client pursuant to the Line of Credit (the "Credit Limit”) and certain other terms relating to the Advances made hereunder are set forth in Schedule I hereto, as the same may be amended from time to time, which is a part of, and is hereby incorporated by reference into, this Agreement.

(b) Advances may be obtained for such purposes as are approved by UBSCC and will be made available to Client in such form, and pursuant to such procedures, as are established from time to time by UBSCC in its sole discretion. Client agrees to provide such documents and financial or other information with respect to any Advance as UBSCC may reasonably request. Advances will be made by wire transfer of funds to such account as shall be specified in writing by Client or by such other method as shall be agreed upon by UBSCC and Client. Client acknowledges and agrees that UBSCC will not make any Advance to Client unless the collateral maintenance requirements specified in Section 6(d) have been satisfied. Client must sign and deliver a Federal Reserve Form G-3 to UBSCC with this Agreement.

(c) Client consents and agrees that, in connection with establishing the Accounts, approving any Advances to Client or for any other purpose associated with the Accounts, UBSCC may obtain a consumer or other credit report from a credit reporting agency relating to Client's credit history. Upon request, UBSCC will inform Client: (i) whether or not a consumer or other credit report was requested; and (ii) if so, the name and address of the consumer or other credit reporting agency that furnished the report.

(d) Client understands that UBSCC may, directly or indirectly, pay a portion of the interest that it receives to Client's Financial Advisor at UBS PW or one of its affiliates. To the extent permitted by applicable law, UBSCC may also charge Client fees for establishing and servicing Client's Account.

3. Terns of Advances: Periodic Statements.

(a) If so requested by Client and confirmed in an Advance advice (“Advice”) sent to Client by UBSCC, an Advance shall be a Fixed Rate Advance. Each Fixed Rate Advance will bear interest at a fixed rate for a specified Interest Period (as defined In Schedule I hereto) and will be due and payable in full on the earlier to occur of the last day of such Interest Period or any date on which UBSCC makes a demand for payment. The date, amount, rate of interest and Interest Period for each Fixed Rate Advance will be as set forth in Schedule I hereto and In the related Advice. Each Advice shall be conclucive and binding upon Client; absent manifest error, unless Client otherwise notifies UBSCC in writing no later than the close of business, New York time, on the Business Day on which the Advice is received by Client, in the case of an asserted error in the rate of interest, or on the third Business Day thereafter in any other case.

All other Advances shall be Floating Rate Advances. Each Floating Rate Advance will bear interest at the floating rate specified in Schedule I hereto and will be due and payable on demand.

CLIENT UNDERSTANDS AND AGREES THAT UBSCC MAY DEMAND FULL OR PARTIAL PAYMENT OF ANY FIXED RATE ADVANCE OR A FLOATING RATE ADVANCE, AT ITS SOLE OPTION AND WITHOUT CAUSE, AT ANY TIME, AND THAT NEITHER FIXED RATE ADVANCES NOR FLOATING RATE ADVANCES ARE EXTENDED FOR ANY SPECIFIC TERM OR DURATION.

(b) Client promises to pay Interest in respect of the unpaid principal balance of each Advance from the date such Advance is made until it is paid in full, at the times and at the per annum, rate of interest specified in Schedule I hereto and, if applicable, in the Advice relating to such Advance. All interest shall be computed on the basis of the number of days elapsed and a 360-day year.

(c) Client promises to pay the outstanding principal balance of each Advance, together with all accrued but unpaid interest thereon and any costs of collection (including reasonable attorney's fees, if any) on the maturity date thereof (whether as a result of demand, acceleration or otherwise). Client agrees that all payments received in respect of any Collateral, including interest, dividends, premiums and principal, may be applied by UBSCC to any amounts outstanding in the Accounts.

(d) All payments of principal, interest or other amounts payable hereunder shall be made in immediately available funds and in the same currency in which the Advance was made, which unless otherwise specified in Schedule I or in the applicable Advice, shall be U.S. dollars, to UBSCC for crediting to the appropriate Account. All payments shall be made by wire transfer of funds to such account as shall be specified by UBSCC or by such other method as shall be agreed upon by UBSCC and Client. UBS

PW may act as collecting and servicing agent for UBSCC with respect to the Advances. All payments must be made to UBSCC free and clear of any and all present and future taxes, levies, imposts, duties, deductions withholding, fees, liabilities and similar charges other than those imposed on the overall net income of UBSCC. Client shall deliver to UBSCC the original or a certified copy of each receipt evidencing payment of any such taxes or, if no taxes are payable In respect of any payment hereunder, a certificate from each appropriate taxing authority, or an opinion of counsel in form and substance and from counsel acceptable to UBSCC In its sole discretion, in either case stating that such payment is exempt from or not subject to taxes if any such taxes or other charges are required to be withheld or deducted from any amount payable by Client under this Agreement, the amount so payable will be increased to the amount which, after deduction from such increased amount of all such taxes and other charges required to be withheld or deducted therefrom, will yield to UBSCC the amount stated to be payable under this Agreement, if any such taxes or charges are paid by UBSCC, Client will reimburse UBSCC on demand for such payments, together with all interest and penalties that may be imposed by any governmental agency.

(e) Any Fixed Rate Advance that is not paid in full or pursuant to such procedures as may be established by UBSCC, renewed as another Fixed Rate Advance on its maturity date shall be automatically renewed on its maturity date as a U.S. dollar denominated Floating Rate Advance in an amount (based, in the case of any conversion of a non-U.S. dollar denominated Fixed Rate Advance, upon the applicable, spot currency exchange rate as of such maturity date, as determined by UBSCC) equal to the unpaid principal balance thereof plus any accrued but unpaid interest thereon. Except as provided in the preceding sentence, and to the extent permitted by law, interest charges on any Advance that are not paid when due will be added to the balance of the Advance, after which interest will accrue on such unpaid interest, as if it were principal until it is repaid.

(f) In no event will the total interest and fees, if any, charged under this Agreement exceed the maximum interest rate or total fees permitted by law. In the event any excess interest or fees are collected, the same will be refunded or credited to Client. If the amount of interest payable by Client for any period is reduced pursuant to this paragraph, the amount of interest payable for each succeeding period shall be increased to the maximum rate permitted by law until the amount of such reduction has been received by UBSCC.

(g) Following each month in which there is activity in Client’s Accounts in amounts greater than $1. Client will receive an account statement showing the new balance, the amount of any new Advances, accrued interest, payments and other charges and credits that have been registered or posted to the Accounts. UBSCC may provide copies of all such account statements to UBS PW.

4. Prepayments; Breakage Charges.

Client may repay any Floating Rate Advance at any time, in whole or In part, without penalty.

Client may repay any Fixed Rate Advance at any time, in whole or in part Client agrees, promptly upon UBSCC’s request, to reimburse UBSCC for any loss or cost that UBSCC notifies Client has been incurred by UBSCC as a result of any payment of the principal of a Fixed Rate Advance before the expiration of the Interest Period thereof (whether voluntarily, as a result of acceleration, demand or otherwise, except in the case of a demand for payment made by UBSCC at a time when no Default has occurred and is continuing), or the Customers failure to take any Fixed Rate Advance on the date agreed upon, including any loss or cost (including, without limitation, loss of margin) connected with UBSCC’s reemployment of the amount so prepaid or of those funds acquired by UBSCC to fund the Advance not taken on the date agreed upon. Any written notice from UBSCC as to the amount of such loss or cost shall be conclusive absent manifest error.

5. Joint Account Agreement; Suspension and Cancellation.

(a) If more than one party is signing this Agreement as Client, each will be jointly and severally liable for payment of all unpaid amounts on the Advances, including the outstanding principal balance, finance charges, fees and other charges hereunder (collectively, the "Account Balance"), regardless of any divorce, legal separation, or other legal proceedings, or any agreement that may affect liability between each person.

(b) Any Client may request that UBSCC suspend or cancel this Line of Credit by sending UBSCC a written notice of such request addressed to UBSCC, to the attention of the Accounts Administrator at the address listed on Client's periodic Account statements. Any such notice will become effective three Business Days after the date that UBSCC receives it, and each Client will continue to be responsible for paying: (i) the Account Balance as of the effective date of such notice, and (ii) all Advances that any Client has requested but that have not yet become part of the Account Balance as of the effective date of such notice. No such notice will release or in any other way affect UBSCC’s interest in the Collateral (as defined below). All subsequent requests to reinstate credit privileges must be signed by all Clients, including any Client requesting the suspension of credit privileges, provided however,

that any such reinstatement shall be granted or denied in the sole discretion of UBSCC.

(c) The Account Balance will become immediately due and payable in full as of the effective date of any suspension or cancellation. Client will be responsible for the payment of all charges incurred on the Advances after any such effective date. UBSCC will not release any Client from any of Client’s obligations under this Agreement until such time as the Account Balance has been paid in full and this Agreement has been canceled.

6. Collateral.

(a) To secure payment of the Account Balance and any and all other present or future obligations of Client hereunder, whether absolute or contingent, mature or unmatured, Client hereby assigns, transfers and pledges to UBSCC, and grants to UBSCC a security interest in: (i) each Collateral Account (as defined in sub-section (b) below) of Client at UBS PW; (ii) any and all money, credit balances, securities (certificated or uncertificated), security entitlements, commodity contracts, certificates of deposit, instruments, documents, general intangibles, financial assets and other investment property now or hereafter credited to or carried, held or maintained In any Collateral Account (iii) any over-the-counter options, futures, foreign exchange, swap or similar contracts between Client and either UBS PW or any of its affiliates; (iv) any and all interest, dividends, distributions and other proceeds thereof; and (v) all rights of ownership or general intangibles incidental or attributable to any of the foregoing (collectively, the “Collateral”).

(b) As used in this Agreement, “Collateral Account” means each account of Client at UBS PW that is identified as a Collateral Account at the top of this Agreement or that is subsequently identified as a Collateral Account by Client in writing, together with any successor to any identified Collateral Account, irrespective of whether such successor account bears a different account number.

(c) Client will take all actions reasonably requested by UBSCC to evidence, maintain and perfect UBSCC’s security interest in, and to enable UBSCC to obtain control over, the Collateral, including but not limited to making, executing, recording and delivering to UBSCC such financing statements and amendments thereto, control agreements, notices, assignments, listings, powers and other documents with respect to the Collateral and UBSCC’s security interest therein in such form as UBSCC reasonably may require. Client hereby irrevocably authorizes and appoints each of UBSCC and UBS PW, as collateral agent, to act as agent and attorney-in-fact for Client to file such documents or to execute such documents in Client’s name, with or without designation of authority. Client acknowledges that it will be obligated in respect of such documentation as if it had executed such documentation itself.

(d) Client agrees to maintain in a Collateral Account, at all times, Collateral having such aggregate lending value as shall be specified by UBSCC from time to time.

(e) Client acknowledges that, in the event that any of the shares pledged to UBSCC are registered in the name of a person or entity other than UBSCC, UBSCC may not receive (and accordingly will have no responsibility to act on) any notice of corporate actions or events provided to shareholders of such shares. Client agrees to (i) notify UBSCC promptly upon receipt of any communication to shareholders of such shares disclosing or proposing any stock split, stock dividend, extraordinary cash dividend, spin-off or other corporate action or event as a result of which Client would receive securities, cash (other than ordinary cash dividends) or other assets in respect of such shares pledged to UBSCC and (ii) immediately upon receipt by Client of any such assets, deliver them to or as directed by UBSCC as additional Collateral.

7. Control.

For the purpose of giving UBSCC control over each Collateral Account and in order to perfect UBSCC’s security interests in the Collateral, Client acknowledges and agrees that pursuant to a control agreement entered into between UBSCC and UBS PW:

(a) UBS PW will comply with entitlement orders originated by UBSCC with respect to any Collateral Account without further consent from Client. UBS PW will treat all assets credited to a Collateral Account, including money and credit balances, as financial assets for purposes of Article 8 of the New York Uniform Commercial Code.

(b) In order to enable Client to trade financial assets that are from time to time credited to a Collateral Account, UBS PW will comply with entitlement orders originated by Client (or if so agreed by UBS PW, by an investment adviser designated by Client and acceptable to UBSCC and UBS PW) with respect to the Collateral Account, but only until such time as UBSCC notifies UBS PW that UBSCC is thereby asserting exclusive control over the Collateral Account. After UBS PW has received such a notice of exclusive control and has had a reasonable opportunity to comply, it will no longer comply with entitlement orders originated by Client (or by any investment adviser designated by Client) concerning the Collateral Account. Notwithstanding the foregoing, however, and irrespective of whether it has received

any notice of exclusive control, UBS PW will not comply with any entitlement order originated by Client (or by any investment adviser designated by Client) to withdraw any financial assets from a Collateral Account or to pay any money, free credit balance or other amount owing with respect to a Collateral Account without the prior written consent of UBSCC.

(c) UBS PW may provide copies of all statements and confirmations concerning each Collateral Account to UBSCC at such times and in such manner as UBSCC may request.

8. Defaults, Remedies.

(a) It will be a Default under this Agreement if any of the following occurs with respect to Client or, if there is more than one Client, any one of them: (i) Client fais to pay any amount due hereunder (other than interest that is to be added to principal pursuant to Section 3(e) hereof); (ii) Client fails to maintain sufficient collateral in a Collateral Account; (iii) Client breaches or fails to perform any other covenant, agreement, term or condition that is applicable to it under this Agreement, or any representation or other statement of Client herein or in any other document delivered in connection herewith shall prove to have been incorrect in any material respect when made or deemed made; (iv) Client dies or, if not an individual, ceases to exist; (v) any voluntary or involuntary proceeding for bankruptcy, reorganization, dissolution or liquidation or similar action of Client or of its usual businesses is commenced, or a trustee in bankruptcy, receiver, conservator or rehabilitator is appointed, or an assignment for the benefit of creditors is made, with respect to Client or its property, (vi) a Collateral Account is terminated, attached or subjected to a levy; (vii) Client shall fail to provide promptly such financial and other information as UBSCC may reasonably request from time to time; (viii) any indebtedness of Client in respect of borrowed money (including indebtedness guaranteed by Client) or in respect of any swap, forward, cap, floor, collar, option or other derivative transaction, repurchase or similar transaction or any combination of these transactions shall not have been paid when due, or any event or condition shall have caused such indebtedness to become, or shall have permitted the holder hereof to declare such indebtedness to be, due and payable prior to its stated maturity; (ix) any legal proceeding shall have been instituted or any other event shall have occurred or condition shall exist that in UBSCC’s judgment calls into question the validity or binding effect of this Agreement or any of Client's obligations hereunder; or (x) UBSCC determines that the financial condition of Client or Clients' ability to perform its obligations hereunder has been impaired.

(b) If a Default occurs, the Account Balance will become immediately due and payable (without demand) and UBSCC may, in its sole discretion, liquidate, withdraw or sell all or any part of the Collateral and apply the same, as well as the proceeds thereof, to any amounts owed to UBSCC. Such sale may be made in UBSCC’s sole discretion by public sale on any exchange or market where such business is then usually transacted or by private sale, and UBSCC may purchase at any such public or private sale. Any Collateral that may decline speedily in value or that is sold on a recognized market may be sold without providing Client prior notice of such sale. Client agrees that, for all other Collateral, two calendar days notice to Client, sent to its last address shown in UBSCC’s account records, shall be deemed reasonable notice of the time and place of any public sale or time after which any private sale or other disposition of the Collateral may occur. Any amounts due and not paid on any Advance following a Default shall bear interest from the day following such Default until fully paid at a rate per annum equal to the interest rate applicable to the Advance immediately prior to the Default plus 2.00%. In addition to UBSCC’s rights under this Agreement, UBSCC will have the right to exercise any one or more of the rights and remedies of a secured creditor under the New York Uniform Commercial Code, as then in effect.

(c) All rights and remedies of UBSCC under this Agreement are cumulative and are in addition to all other rights and remedies that UBSCC may have at law or equity or under any other contract or other writing for the enforcement of the security interest herein or the collection of any amount due hereunder.

9. Representations and Warranties by Client.

Client (and each of them if there is more than one Client) represents and warrants to UBSCC that:

(a) Except for UBSCC’s rights under this Agreement and the rights of UBS PW under any account agreement, Client owns the Collateral, free of any interest or lien in favor of any third party and free of any impediment to transfer;

(b) Client will not pledge the Collateral or grant a security interest in the Collateral to any party other than UBSCC or UBS PW, or permit the Collateral to become subject to any liens or encumbrances (other than those of UBSCC and UBS PW), during the term of this Agreement; and

(c) Client (i) if a natural person, is of the age of majority; (ii) is authorized to execute and deliver this Agreement and to perform its obligations hereunder, (iii) is not an employee benefit plan, as that term is defined by the Employee Retirement Income Security Act of 1974, or an Individual

Retirement Account (and none of the Collateral is an asset of such a plan or account); and (iv) unless Client advises UBSCC to the contrary, in writing, and provides UBSCC with a letter of approval, where required, from its employer, is not an employee or member of any exchange or of any corporation or firm engaged in the business of dealing, either as a broker or as principal, In securities, bills of exchange, acceptances or other forms of commercial paper.

Client will be deemed to repeat each of these representations and warranties each time Client accepts an Advance.

10. Limitation on Liability of UBSCC and UBS PW.

Neither UBSCC nor USS PW will be liable to any party for any consequential damages arising out of any act or omission by either of them with respect to this Agreement or any Advance or Collateral Account.

11. Applicable Law.

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY IN SUCH STATE.

12. Assignment.

This Agreement may not be assigned by Client without the prior written consent of UBSCC. This Agreement shall be binding upon and inure to the benefit of the hairs, successors and permitted assigns of Client. UBSCC may assign this Agreement, and this Agreement shall inure to the benefit of UBSCC’s successors and assigns.

13. Amendment.

This Agreement may be amended only by UBSCC at any time by sending written notice, signed by an authorized officer of UBSCC, of such amendment to Client Such amendment shall be effective as of the date established by UBSCC. This Agreement may not be amended orally. Client or UBSCC may waive compliance with any provision of this Agreement but any such waiver must be in writing and will not be deemed to be a waiver of any other provision of this Agreement.

14. Severability.

If any provision of this Agreement is held to be invalid, illegal, void or unenforceable, by reason of any law, rule, administrative order or judicial or arbitral decision. such determination shall not affect the validity of the remaining provisions of this Agreement.

15. Choice of Forum: Waiver of Jury Trial.

(a) ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR ANY JUDGMENT ENTERED BY ANY COURT WITH RESPECT TO THIS AGREEMENT OR SUCH TRANSACTIONS SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH ACTION OR PROCEEDING AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH ACTION OR PROCEEDING. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(b) EACH OF THE PARTIES (FOR ITSELF, ANYONE CLAIMING THROUGH IT OR IN ITS NAME, AND ON BEHALF OF ITS EQUITY HOLDERS) HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

16. State Specific Provisions.

For residents of California:

(a) If married, you may apply for separate credit.

(b) NOTICE TO COSIGNER (Traduccion en Ingles Se Requiere Por La Ley)

You are being asked to guarantee this debt. Think carefully before you do. If the borrower doesn't pay the debt, you will have to. Be sure you can afford to pay if you have to, and that you want to accept this responsibility.

You may have to pay to the full amount of the debt if the borrower does not pay. You may also have to pay late fees or collection costs, which increase this amount.

The creditor can collect this debt from you without first trying to collect from the borrower. The creditor can use the same collection methods against you that can be used against the borrower, such as suing you, garnishing your wages, etc. If this debt is ever in default, that fact may become a part of your credit record.

This notice is not the contract that makes you liable for the debt.

AVISO PARA EL FIADOR (Spanish Translation Required By Law)

Se le esta pidiendo que garantice esta deuda. Pienselo con cuidado antes do ponerse de acuerdo. Si la persona que ha pedido este prestamo no paga la deuda, usted tendre qua pagaria. Esto seguro de que usted podra pagar si sea obligado a pagaria y de que usted desea aceptar la responsabilidad.

Si la persona que ha pedido el prestamo no paga la deuda, es posible que usted tenga que pagar la suma total de la deuda, mas los cargos por tardarse en el pago o el costo de cobranza, lo cual aumenta el total de esta suma.

El acreedor (financiero) puede cobrarle a usted sin, primeramente, tratar de cobrarle al deudor. Los mismos metodos de cobranza que pueden usarse contra el deudor, podran usarse contra usted, tales como presentar una demanda en corte, quitar parte de su sueldo, etc. Si alguna vez no se cumpla con la obligacion de pagar esta deuda, se puede incluir esa informacion en la historia de credito de usted.

Este aviso no es el contrato mismo en que se le echa a usted la responsabilidad de la deuda.

IN WITNESS WHEREOF, each of the parties has signed this Agreement, or has caused this Agreement to be signed in its name by its duly authorized officers, as of the date indicated below.

DATE: May 1, 2003

ROBERT MICHAEL MONDAVI AND ISABEL A. MONDAVI, AS TRUSTEE OF THE MONDAVI LIVING TRUST (Client)		UBS CREDIT CORP.

/s/ Robert Michael Mondavi, Trustee		By:

Robert Michael Mondavi, Trustee
		Name:


/s/ Isabel A. Mondavi, Trustee		Title:

Isabel A. Mondavi, Trustee

Schedule I to
UBS Credit Corp. Loan Agreement

For Internal Use Only:
Floating Rate Loan Account at UBS Credit Corp.:	FG70900SK
Fixed Rate Loan Account at UBS Credit Corp.:

ADDITIONAL TERMS

Capitalized terms not otherwise defined in this Schedule I shall have the meanings set forth in the Agreement. All terms set forth below are subject to such limitations and changes as may be set forth in or contemplated by the Agreement. In the event of any inconsistency between this Schedule I and the Agreement, this Schedule I shall govern. In the event of any inconsistency between this Schedule I and an Advice sent by UBS Credit Corp. (“UBSCC”) to Client in connection with a specific Advance, the Advice shall govern.

CREDIT LIMIT:		US $6,000,000, subject to the limitation noted under “Lending Value of Collateral,” below.

CLIENTt:		Robert Michael Mondavi and Isabel A. Mondavi, as Trustee of The Mondavi Living Trust (“Client”)

AGREEMENT:		Loan Agreement dated as of May 1, 2003, (as the same may be amended, supplemented or otherwise modified from time to time, the “Agreement”) between UBSCC and Client.

INTEREST RATES AND MATURITIES:

For Fixed Rate Advances:

• Interest Rate		LIBOR plus 0.60% per annum.

• Term/Maturity Date		Each Fixed Rate Advance shall mature and be payable in full on the earlier to occur of DEMAND by UBSCC or the last day of the Interest Period applicable thereto, as specified in the Advice.

• Interest Payment Dates		Interest is to be paid on the last day of each three month period following the date of the Advance, on each date on which the Fixed Rate Advance is prepaid, in whole or in part, and at maturity.

• Minimum Amount of Borrowing		$500,000.00

For Floating Rate Advances:

• Interest Rate		30 day LIBOR. adjusted daily, plus 0.60% per annum.

• Term/Maturity Date		Payable on DEMAND by UBSCC.

• Interest Payment Dates		Interest is to be paid monthly In arrears on the twenty-second day of each month other than December, end on the thirty-first day of December, and at maturity.

• Minimum Amount of Borrowing		$250,001 If the Floating Rate Advance is the initial Advance under the Agreement and otherwise $100,000.

Lending Value of Collateral:		Class A and Class B shares (“Mondavi Shares”) of the common stock of The Robert Mondavi Corporation (the “Company”) will have a lending value of 50%; provided, however, that if the market price per share of Class A Mondavi Shares falls to $15 or less, the Credit Limit will be reduced to US $3,500,000 and any outstanding Advances in excess of that amount will become immediately due and payable.

- 1 -

Additional Terms and Conditions:	1.	UBSCC may convert any Class B Mondavi Shares constituting part of the Collateral (the “Pledged Class B Shares”) to Class A Mondavi Shares at any time that a Default under the Agreement has occurred and is continuing.

	2.	As a condition to UBSCC making any Advance:

		a. at least 675,000 Class B Mondavi Shares, together with stock powers duly executed in blank or in favor of UBS PW, must be delivered to UBS PW for credit to the Collateral Account; and

		b. the following documents must be delivered to UBSCC:

	(i) a signed and completed Statement of Purpose for an Extension of Credit Secured by Margin Stock (Federal Reserve Form G-3);

	(ii) an executed waiver of all corporate and Class B shareholders rights to purchase Mondavi Shares now or hereafter pledged by Client, substantially in the form of Exhibit A hereto (the “Waiver”);

	(iii) a certified copy of the executed Revocable Trust Agreement establishing The Mondavi Living Trust, together with any and all amendments thereto;

	(iv) an executed Notice of Election from Client to the Company, as required under the Company’s Restated Articles of Incorporation, electing to convert all of the Pledged Class B Mondavi Shares to Class A Mondavi Shares, provided that such Notice of Election may be delivered to UBSCC subject to instructions not to deliver it to the Company unless a Default under the Agreement has occurred and is continuing;

	(v) a representation letter from Client, in form and substance satisfactory to UBSCC, representing that, among other things, for purposes of SEC Rule 144 Client has held the Pledged Class B Mondavi Shares for at least 2 years,

	(vi) a legal opinion from counsel to the Company, satisfactory in form and substance to UBSCC, that (A) the Waiver is valid and enforceable; and (B) any Class A Mondavi Shares into which the Pledged Class B Mondavi are converted by or at the direction of UBSCC may be issued by the Company’s transfer agent without restriction and may be sold by or at the direction of UBSCC without registration under the Securities Act of 1933 pursuant to SEC Rule 144.

The fifth sentence of Section 3(d) of the Agreement is amended to insert the words “and if so requested by UBSCC” immediately after the phrase “if no taxes are payable in respect of any payment hereunder”.

- 2 -

		4.	Section 8(a)(viii) of the Agreement is amended to insert the words “in excess of $10,000” immediately after the words “any indebtedness of Client”.

		5.	Section 9(a) of the Agreement is amended to insert the words “for the rights of the Company and Mondavi family members under that certain Stock Buy-Sell Agreement dated March 1, 1982, as heretofore amended, and except” immediately after the word “Except”.

ROBERT MICHAEL MONDAVI AND ISABEL A. MONDAVI, AS TRUSTEE OF THE MONDAVI LIVING TRUST (Client)		UBS CREDIT CORP.

/s/ Robert Michael Mondavi, Trustee		By:

Robert Michael Mondavi, Trustee
		Name:


/s/ Isabel A. Mondavi, Trustee		Title:

Isabel A. Mondavi, Trustee

- 3 -

FORMS to Increase
$500,000 or more to a higher amount

Instructions:

Complete all forms in this packet.

Fax Completed Forms to
Credit Line Processing: 201-272-7114

Attn: [Your Division Representative]

Credit Line Account #:	5V00594

Old Line Amount:	$6,000,000

Requested New Line Amount:	$7,000,000

/s/ R. Michael Mondavi		9-23-03

X Signature of Guarantor		Date

/s/ Isabel A. Mondavi		9-23-03

X Signature of Second Party (if a Joint Account)		Date



X Signature of Third Party (if applicable)		Date



X Signature of Fourth Party (if applicable)		Date

[UBS Logo]

FORMS to Increase
$500,000 or more to a higher amount

Instructions:

Complete all forms in this packet.

Fax Completed Forms to
Credit Line Processing: 201-272-7114

Attn: [Your Division Representative]

Credit Line Account #:	5V00594

Old Line Amount:	$7,000,000

Requested New Line Amount:	$8,000,000

/s/ R. Michael Mondavi		11-25-03

X Signature of Guarantor		Date

/s/ Isabel A. Mondavi		11-25-03

X Signature of Second Party (if a Joint Account)		Date



X Signature of Third Party (if applicable)		Date



X Signature of Fourth Party (if applicable)		Date

EX-99.6 7 aug2404_ex06.htm Exhibit 6

Exhibit 6

Dated: June 12, 2003

Citigroup Global Markets Inc.
388 Greenwich Street
18th Floor
New York, New York 10013

Gentlemen/Ladies:

In order to induce Citigroup Global Markets Inc, and its affiliates (hereinafter collectively called “SB”) to enter into transactions with and extend credit to TIMOTHY JOHN MONDAVI TRUSTEE OF THE TIMOTHY JOHN MONDAVI LIVING TRUST UA/012/229:

1. The undersigned hereby irrevocably and unconditionally guarantee to SB, its successors arid assigns, the full and prompt payment upon demand by SB, by Obligor of any and every existing or future indebtedness, liability or obligation which may now be or hereafter become due from Obligor to SB, whether arising out of transactions in government securities, repurchase transactions, contracts, oral or written agreements or otherwise and whether the same be direct or contingent, alone or with others, originally incurred by Obligor or otherwise, together with any and all interest thereon, irrespective of the validity, regularity or enforceability thereof (all of which indebtedness, liabilities and obligations so guaranteed being hereinafter called the “Liabilities”), and all attorneys’ fees, costs and expenses paid or incurred by SB in endeavoring to collect the Liabilities (or any part thereof) and/or in enforcing this Guaranty.

2. The undersigned hereby consent and agree that SB may, from time to time, without in any manner affecting the liability of the undersigned hereunder, and upon such terms and conditions as SB may deem advisable: (a) extend the duration or the time for the performance or payment of (by renewal or otherwise), or modify, change or release, any or all of the Liabilities or any other indebtedness, liability or obligation of Obligors or of the undersigned, in whole or in part; (b) sell, release, surrender, modify, impair, exchange or substitute any and all property of any nature and from whomsoever received held by SB as security for the payment or performance of arty or all of' the Liabilities, or refuse or fail to protect, secure or insure any such security or lien or to perfect any security interest or lien in any such property; and (c) settle, adjust or compromise any claim SB may have against Obligors or any other person. The undersigned hereby ratify and confirm any such extension, renewal, release, surrender, exchange, modification, impairment, substitution, settlement,

adjustment, and/or compromise and agrees that the same shall be binding upon the undersigned, and hereby waive any and all defenses, counterclaims or offsets which the undersigned might or could have by reason thereof.

3. The obligations of the undersigned hereunder are independent of the obligations of the Obligors. SB may, in its sole discretion, proceed against the undersigned in the first instance by suit, action or otherwise to collect any monies, the payment of which is guaranteed hereby, without first proceeding against the Obligors or any other person, and without first resorting to any security held by it as collateral or to any other remedies.

4. The undersigned hereby waive; (a) notice of (and acknowledges due notice of) acceptance of this Guaranty by SB or of the creation, renewal or accrual of any Liability or Guaranty (it being understood that any and every indebtedness, liability and obligation of the Obligors to SB is presumed to have been created, contracted or incurred in reliance upon this Guaranty); (b) demand for payment from any person indebted in arty manner on or for any of the Liabilities hereby guaranteed; and (c) presentment for payment of arty instrument of Obligors or any other person, protest thereof and notice of its dishonor to any party thereto and to the undersigned.

5. The undersigned hereby agree that this instrument together with the Client Agreement signed by the parties hereto contains the entire agreement between the parties with respect to the subject matter hereof arid that it may be amended or modified only be a written agreement executed by SB and the undersigned. This Guaranty may be terminated (but only insofar as it relates to Liabilities thereafter incurred) only upon written notice to that effect delivered to SB by the undersigned and duly receipted far by SB, and upon any such termination the undersigned shall nevertheless remain liable with respect to all Liabilities theretofore created or arising, or created or arising from transactions with, or extensions of credit to, Obligors.

6. This Guaranty shall, without further consent of or notice to the undersigned, inure to the benefit of; and may be retied upon and enforced by, any of SB’s successors or assigns and any transferee or subsequent holder of any of the Liabilities guaranteed hereunder.

7. This Guaranty is delivered and shall be deemed to have been made in and shall be construed pursuant to the laws of the State of New York and shall be binding upon the undersigned and his heirs, executors, administrators, legal representatives, successors and assigns. The undersigned hereby consents to personal jurisdiction in the State and Federal courts sitting in New York in any action arising out of or connected in any way with this Guaranty.

8. The undersigned agrees that he will immediately notify SB in writing in the event of any material adverse change in the undersigned’s financial condition.

Undersigned TIMOTHY JOHN MONDAVI, TRUSTEE

Undersigned


STATE OF	)
	:	SS
COUNTY OF	)

On this 12th day of June, 2003, before me personally came Timothy Mondavi to me known and known to me to be the individuals described in and who executed the foregoing instrument and acknowledged to me that they executed the same.

Notary Public

Letter of Authorization

1.) Reference is hereby made to the Modified Demand Loan Agreement (“Agreement”), dated June 12, 2003, between Citigroup Global Markets Inc. (“CGM”) and Timothy J. Mondavi as trustee (“Trustee”) for the Timothy John Mondavi Living Trust (“Trust”).

2.) The Trustee hereby authorizes and instructs CGM to wire-transfer to Account No. 1329402797 maintained by Timothy J. Mondavi (in his personal capacity) at Bank of America the proceeds of the initial extension of credit made by CGM to the Trust under the Agreement. The authority granted herein does not instruct, empower or permit CGM to transfer to any other person or entity (other than the Trustee) any loan proceeds advanced by CGM pursuant to the Agreement.

3.) I hereby agree to indemnify, defend and hold harmless CGM (as well as its directors, officers, employees and affiliates) from and against any and all claims, losses, liabilities, damages and expenses (including reasonable legal fees and costs) that relate to or arise out of CGM’s compliance with the instructions described in Paragraph (2) of this Letter of Authorization. This indemnity shall survive the transfer of any funds by CGM under the Agreement.

4.) This Letter of Authorization (including the indemnity in Paragraph (3)) is in addition to, and does not restrict or limit, any rights or obligations which CGM has under the Agreement,

5.) This Letter of Authorization shall remain in lull force and effect: (a) unlessrevoked by a Written notice of revocation from the Trustee, (b) unless the Trustee dies, or (c) unless the Trust is terminated. Such revocation shall be effective upon CGM’s receipt of the Trustee’s notice of revocation or notice of Trust termination, or when CGM receives actual notice of the Trustee’s death.

6.) This Letter of Authorization will inure to the benefit of CGM’s corporate successors and assigns.

7.) This Letter of Authorization shall not be affected by a lapse of time between its execution and exercise.

8.) This Letter of Authorization shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to such State’s conflict of laws principles.

9.) The Trustee agrees that any dispute concerning the interpretation or enforceability of this Letter of Authorization or performance of its terms (“Dispute”) shall be resolved exclusively in a Federal or State court located in the State and County of New York in the United States. The Trustee agrees to waive any defenses concerning the personal or subject-matter jurisdiction of such court, and agrees not to assert that any such court is an inconvenient forum for the resolution of a Dispute. THE TRUSTEE ALSO AGREES TO WAIVE A JURY TRIAL.

	THE TIMOTHY JOHN MONDAVI LIVING TRUST

	By:

		[Signature of Trustee]



		Timothy J. Mondavi, Trustee

On this 12th day of June, 2003, before me appeared Timothy Mondavi and known to me as the person who signed the above Letter of Authorization

(Signature of Notary Public]

[Seal]

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