Overview for Potential Borrowers

1. Overview forPotential Borrowers Prepared: March 2011

2. In classical mythology, Bacchus is the god of wine, inspirer of ritual madness and ecstasy, and a major figure of Greek mythology. He was also known as the Liberator, freeing one from one’s normal self, by madness, ecstasy, or wine. The divine mission of Bacchus was to bring an end to care and worry.

3. Overview • BacchusCapital Management uniquely provides strategic capital with flexible financing and deep industry expertise for the wine category. • The target allocation of the fund is 70% debt investments and 30% private equity. • Bacchus financing enables wineries to borrow beyond the traditional bank-based asset formulas tied to inventory and receivables. • Principals with unparalleled wine industry experience and financial expertise assist portfolio companies in achieving their strategic objectives.

4. Principals • BacchusCapital Management was founded and is run by Sam Bronfman, Peter Kaufman and Henry Owsley. Quinton Jay is a Managing Director. • Extensive wine industry experience: executive positions at Seagram Chateau and Estates, Diageo Global Wines, Artesa Vineyards and Winery and Bonny Doon Vineyard. • Kaufman/Owsley are prominent investment bankers with significant experience in valuations, credit analysis, and financial complexities. Sam Bronfman Peter Kaufman Quinton Jay Henry Owsley

5. Experience and Relationships • Deep and diverse wine industry experience with a track record of success in the category. • All major wine categories (table, sparkling and specialty wines) • All major price segments from economy to ultra-premium • All major growing regions (California, Washington, Canada, Europe, Australia, New Zealand, South America and South Africa) • Comprised of “blue chip” investors/alliances including Anheuser-Busch/InBev and WJ Deutsch & Sons

6. BUY OUTS / GROWTH CAPITAL Expansion, sales/marketing or direct to consumer initiatives. Provide financing for acquisitions, strategic or joint venture BRIDGE FINANCE ADDED LIQUIDITY Short-term financing in order to close a transaction Extra cash for wineries in order to weather the storm when banks are “tapped” out BacchusCapital Managementcan help wineries in a number of areas: REFINANCING CONTROL ISSUES Liquidity for estate planning or inter-generational and partnership transitions Paying down part or all of an existing loan

7. Alternative Financing CONS PROS Inexpensive Limited to Asset Value SECURED DEBT REAL ESTATE INVESTMENT TRUST Market Value of Land, Control, Extensions, and Repurchase Opportunities Expensive, Requires Sale of Land Assets 2nd LIEN DEBT Liquidity on Top of Asset-Based Lending, No Ownership Dilution, Debt Tax Shield Requires Sufficient Collateral Base, Only Available up to a Certain Cash Flow Multiple PRIVATE EQUITY Profitable in Certain Circumstances because of High Multiples Absence of cash coupon does not make equity “cheaper” than debt, Expensive, Loss of Control

8. Types of Capital 2nd Lien Debt Cash Interest is Competitive with Bank Debt and Much Cheaper than Equity COST OF FINANCING EBITDA MULTIPLE PRIVATE EQUITY 8.0x to 16.0x 35%+ 7% - 10% Cash Coupon 10% - 12% Success Fee at Maturity 2nd Lien DEBT 3.5x to 6.0x Up to 3.5x BANK DEBT 6 - 8%

9. Advantages of Bacchus 2nd Lien Debt • Falls behind 1st lien debt and ahead of equity – Bacchus debt is 2nd lien • Does not require dilution of ownership and control - less expensive than equity • Highly flexible in terms of payment schedules • Accompanied by an exit fee related to winery performance • Offers additional liquidity to borrowers who “maxed out” on secured borrowings provided by traditional banks 1st Lien Debt 2nd Lien Debt Equity

10. 2nd Lien Debt Parameters

11. 2nd Lien Debt Parameters (cont’d)

12. Advantages of Bacchus Private Equity • Seeks control positions in smaller ultra-premium wineries with growth potential • Bacchus has in-house expertise in • Distribution • Brand Development • Operations • Willing to allow current management to retain some equity and operating role 1st Lien Debt 2nd Lien Debt Equity

13. Target Private Equity Parameters

14. Alongside capital, Bacchusprovides unparalleled wine industry experience and financial expertise to grow portfolio wineries: • Strategic and Financial Planning • Effective Capital Management • Turnaround, Repositioning Expertise • Acquisitions, Joint Ventures, New Products • Marketing, Sales, Direct-to-Consumer Initiatives • Margin Improvements via Pricing and COGS management • Strategies to Leverage Distribution including Potential Partnerships with Bacchus investors/alliances

15. Summary • BacchusCapital Management uniquely provides strategic capital with flexible financing and deep industry expertise for the wine category. • Enables wineries to retain equity and borrow beyond the traditional bank-based asset formulas tied to inventory and receivables. • When requested, Bacchus executives will provide advisory services to borrowers, particularly in the areas of finance, branding and distribution. • The fund is receiving strong support from secured lenders, financial institutions, and strategic advisors.

16. Strategic capital and expertise for the wine industry Sam Bronfman Managing Partner sbronfman@bacchuswinefund.com (650) 322-9926 Peter Kaufman Managing Partner pkaufman@bacchuswinefund.com (212) 486-3600 Henry Owsley Managing Partner howsley@bacchuswinefund.com (212) 486-3600 Quinton Jay Managing Director qjay@bacchuswinefund.com (415) 828-8898 Rob Rupe Director rrupe@bacchuswinefund.com (212) 486-3600 Keith Wesselschmidt Director kwesselschmidt@bacchuswinefund.com (925) 469-0205