THE ROBERT MONDAVI CORPORATION


                                       and


                                  R.M.E., INC.


                                   $50,000,000


               7.93% Series 2000-1 Senior Notes due March 29, 2010


                                ----------------


                             NOTE PURCHASE AGREEMENT

                                ----------------




                           DATED AS OF MARCH 28, 2000



================================================================================



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                                TABLE OF CONTENTS

<S>                        <C>                                                                                  <C>
SECTION                                 HEADING                                                                PAGE

SECTION 1.                 AUTHORIZATION OF NOTES.................................................................1


SECTION 2.                 SALE AND PURCHASE OF NOTES.............................................................1

       Section 2.1.        Series 2000-1 Notes....................................................................1
       Section 2.2.        Additional Series of Notes.............................................................2

SECTION 3.                 CLOSING................................................................................3


SECTION 4.                 CONDITIONS TO CLOSING..................................................................3

       Section 4.1.        Representations and Warranties.........................................................3
       Section 4.2.        Performance; No Default................................................................3
       Section 4.3.        Compliance Certificates................................................................3
       Section 4.4.        Opinions of Counsel....................................................................4
       Section 4.5.        Purchase Permitted by Applicable Law, Etc..............................................4
       Section 4.6.        Related Transactions...................................................................4
       Section 4.7.        Payment of Special Counsel Fees........................................................4
       Section 4.8.        Private Placement Number...............................................................4
       Section 4.9.        Changes in Corporate Structure.........................................................4
       Section 4.10.       Proceedings and Documents..............................................................5
       Section 4.11.       Conditions to Issuance of Additional Notes.............................................5

SECTION 5.                 REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS.........................................5

       Section 5.1.        Organization; Power and Authority......................................................5
       Section 5.2.        Authorization, Etc.....................................................................5
       Section 5.3.        Disclosure.............................................................................6
       Section 5.4.        Organization and Ownership of Shares of Subsidiaries; Affiliates.......................6
       Section 5.5.        Financial Statements...................................................................7
       Section 5.6.        Compliance with Laws, Other Instruments, Etc...........................................7
       Section 5.7.        Governmental Authorizations, Etc.......................................................7
       Section 5.8.        Litigation; Observance of Statutes and Orders..........................................7
       Section 5.9.        Taxes..................................................................................8
       Section 5.10.       Title to Property; Leases..............................................................8
       Section 5.11.       Licenses, Permits, Etc.................................................................8
       Section 5.12.       Compliance with ERISA..................................................................9
       Section 5.13.       Private Offering by the Obligors.......................................................9
       Section 5.14.       Use of Proceeds; Margin Regulations....................................................9
       Section 5.15.       Existing Indebtedness; Future Liens...................................................10
       Section 5.16.       Foreign Assets Control Regulations, Etc...............................................10
       Section 5.17.       Status under Certain Statutes.........................................................10
       Section 5.18.       Environmental Matters.................................................................10
       Section 5.19.       Computer 2000 Compliant...............................................................11


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<S>                        <C>                                                                                  <C>

SECTION 6.                 REPRESENTATIONS OF THE PURCHASER......................................................11

       Section 6.1.        Purchase for Investment...............................................................11
       Section 6.2.        Source of Funds.......................................................................11

SECTION 7.                 INFORMATION AS TO OBLIGORS............................................................13

       Section 7.1.        Financial and Business Information....................................................13
       Section 7.2.        Officer's Certificate.................................................................16
       Section 7.3.        Inspection............................................................................16

SECTION 8.                 PREPAYMENT OF THE NOTES...............................................................17

       Section 8.1.        Required Prepayments..................................................................17
       Section 8.2.        Optional Prepayments with Make-Whole Amount...........................................17
       Section 8.3.        Prepayment of Notes upon an Asset Disposition.........................................17
       Section 8.4.        Allocation of Partial Prepayments.....................................................18
       Section 8.5.        Maturity; Surrender, Etc..............................................................18
       Section 8.6.        Purchase of Notes.....................................................................18
       Section 8.7.        Make-Whole Amount for Series 2000-1 Notes.............................................18

SECTION 9.                 AFFIRMATIVE COVENANTS.................................................................20

       Section 9.1.        Compliance with Law...................................................................20
       Section 9.2.        Insurance.............................................................................20
       Section 9.3.        Maintenance of Properties.............................................................20
       Section 9.4.        Payment of Taxes......................................................................21
       Section 9.5.        Corporate Existence, Etc..............................................................21
       Section 9.6.        Designation of Subsidiaries...........................................................21
       Section 9.7.        Ownership of RME......................................................................21

SECTION 10.                NEGATIVE COVENANTS....................................................................21

       Section 10.1        Consolidated Funded Debt Maintenance Ratio............................................22
       Section 10.2.       Consolidated Adjusted Net Worth.......................................................22
       Section 10.3.       Fixed Charges Coverage Ratio..........................................................22
       Section 10.4.       Limitations on Indebtedness...........................................................22
       Section 10.5.       Limitation on Liens...................................................................23
       Section 10.6.       [Reserved.]...........................................................................25
       Section 10.7.       Mergers, Consolidations and Sales of Assets...........................................25
       Section 10.8.       Nature of Business....................................................................29
       Section 10.9        Guaranties............................................................................30
       Section 10.10.      Transactions with Affiliates..........................................................30

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<S>                         <C>                                                                                 <C>

SECTION 11.                EVENTS OF DEFAULT.....................................................................30


SECTION 12.                REMEDIES ON DEFAULT, ETC..............................................................32

       Section 12.1.       Acceleration..........................................................................32
       Section 12.2.       Other Remedies........................................................................33
       Section 12.3.       Rescission............................................................................33
       Section 12.4.       No Waivers or Election of Remedies, Expenses, Etc.....................................33

SECTION 13.                REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.........................................34

       Section 13.1.       Registration of Notes.................................................................34
       Section 13.2.       Transfer and Exchange of Notes........................................................34
       Section 13.3.       Replacement of Notes..................................................................34

SECTION 14.                PAYMENTS ON NOTES.....................................................................35

       Section 14.1.       Place of Payment......................................................................35
       Section 14.2.       Home Office Payment...................................................................35

SECTION 15.                EXPENSES, ETC.........................................................................35

       Section 15.1.       Transaction Expenses..................................................................35
       Section 15.2.       Survival..............................................................................36

SECTION 16.                SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT..........................36


SECTION 17.                AMENDMENT AND WAIVER..................................................................36

       Section 17.1.       Requirements..........................................................................36
       Section 17.2.       Solicitation of Holders of Notes......................................................37
       Section 17.3.       Binding Effect, Etc...................................................................37
       Section 17.4.       Notes Held by Obligors, Etc...........................................................37

SECTION 18.                NOTICES...............................................................................38

SECTION 19.                REPRODUCTION OF DOCUMENTS.............................................................38


SECTION 20.                CONFIDENTIAL INFORMATION..............................................................39


SECTION 21.                SUBSTITUTION OF PURCHASER.............................................................40


SECTION 22.                MISCELLANEOUS.........................................................................40

       Section 22.1.       Successors and Assigns................................................................40
       Section 22.2.       Payments Due on Non-Business Days.....................................................40
       Section 22.3.       Severability..........................................................................40
       Section 22.4.       Construction..........................................................................40
       Section 22.5.       Counterparts..........................................................................40
       Section 22.6.       Governing Law.........................................................................41
       Section 22.7.       Accounting Principles.................................................................41
       Section 22.8.       Directly or Indirectly................................................................41

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                                        -iii-

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<S>              <C>



SCHEDULE A       --  INFORMATION RELATING TO PURCHASERS

SCHEDULE B       --  DEFINED TERMS

SCHEDULE 4.9     --  Changes in Corporate Structure

SCHEDULE 5.3     --  Disclosure Materials

SCHEDULE 5.4     --  Subsidiaries of the Obligors and Ownership of Subsidiary Stock

SCHEDULE 5.5     --  Financial Statements

SCHEDULE 5.8     --  Certain Litigation

SCHEDULE 5.11    --  Patents, etc.

SCHEDULE 5.14    --  Use of Proceeds

SCHEDULE 5.15    --  Existing Indebtedness

EXHIBIT 1        --  Form of 7.93% Series 2000-1 Senior Note due March 29, 2010

EXHIBIT 4.4(a)   --  Form of Opinion of Special Counsel for the Obligors

EXHIBIT 4.4(b)   --  Form of Opinion of Special Counsel for the Purchasers

EXHIBIT S        --  Form of Supplement

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                                -iv-


<PAGE>


                         THE ROBERT MONDAVI CORPORATION
                             7801 St. Helena Highway
                           Oakville, California 94562


                                  R.M.E., INC.


                      7.93% SENIOR NOTES DUE MARCH 29, 2010



                                                                    Dated as of
                                                                 March 28, 2000

TO THE PURCHASERS LISTED IN THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

     THE ROBERT MONDAVI CORPORATION, a California corporation ("RMC"), and
R.M.E., INC., a California corporation ("RME," RMC and RME each being
hereinafter sometimes individually referred to as an "Obligor" and collectively
as the "Obligors"), jointly and severally, agree with the Purchasers listed in
the attached Schedule A to this Note Purchase Agreement (this "Agreement") as
follows:

SECTION 1.     AUTHORIZATION OF NOTES

     The Obligors will authorize the issue and sale of $50,000,000 aggregate
principal amount of their 7.93% Series 2000-1 Senior Notes due March 29, 2010
(the "Series 2000-1 Notes"). The Series 2000-1 Notes together with each series
of Additional Notes which may from time to time be issued pursuant to the
provisions of Section 2.2 are collectively referred to as the "Notes" (such term
shall also include any such notes issued in substitution therefor pursuant to
Section 13 of this Agreement). The Series 2000-1 Notes shall be substantially in
the form set out in Exhibit 1, with such changes therefrom, if any, as may be
approved by the Purchasers and the Obligors. Certain capitalized terms used in
this Agreement are defined in Schedule B; references to a "Schedule" or an
"Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached
to this Agreement.

SECTION 2.  SALE AND PURCHASE OF NOTES

     Section 2.1. Series 2000-1 Notes. Subject to the terms and conditions of
this Agreement, the Obligors will issue and sell to each Purchaser and each
Purchaser will purchase from the Obligors, at the Closing provided for in
Section 3, Series 2000-1 Notes in the principal amount specified opposite such
Purchaser's name in Schedule A at the purchase price of 100% of the principal
amount thereof. The obligations of each Purchaser hereunder are several and not
joint obligations and each Purchaser shall have no obligation and no liability
to any Person for the performance or nonperformance by any other Purchaser
hereunder. The Series 2000-1 Notes and each other series of Notes issued
hereunder are each herein sometimes referred to as Notes of a "series."

                                       -1-
<PAGE>

     Section 2.2. Additional Series of Notes. The Obligors may, from time to
time, in their sole discretion, but subject to the terms hereof, issue and sell
one or more additional series of their unsecured promissory notes under the
provisions of this Agreement pursuant to a supplement (a "Supplement")
substantially in the form of Exhibit S. Each additional series of Notes (the
"Additional Notes") issued pursuant to a Supplement shall be subject to the
following terms and conditions:

          (i) each series of Additional Notes, when so issued, shall be
     differentiated from all previous series by sequential numerical designation
     inscribed thereon;

          (ii) Additional Notes of the same series may consist of more than one
     different and separate tranches and may differ with respect to outstanding
     principal amounts, maturity dates, interest rates and premiums, if any, and
     price and terms of redemption or payment prior to maturity, but all such
     different and separate tranches of the same series shall vote as a single
     class and constitute one series;

          (iii) each series of Additional Notes shall be dated the date of
     issue, bear interest at such rate or rates, mature on such date or dates,
     be subject to such mandatory and optional prepayment on the dates and at
     the premiums, if any, have such additional or different conditions
     precedent to closing, such representations and warranties and such
     additional covenants as shall be specified in the Supplement under which
     such Additional Notes are issued and upon execution of any such Supplement,
     this Agreement shall be amended to reflect such additional covenants
     without further action on the part of the holders of the Notes outstanding
     under this Agreement, provided, that any such additional covenants shall
     inure to the benefit of all holders of Notes so long as any Additional
     Notes issued pursuant to such Supplement remain outstanding;

          (iv) each series of Additional Notes issued under this Agreement shall
     be in substantially the form of Exhibit 1 to Exhibit S hereto with such
     variations, omissions and insertions as are necessary or permitted
     hereunder;

          (v) the minimum principal amount of any Note issued under a Supplement
     shall be $100,000, except as may be necessary to evidence the outstanding
     amount of any Note originally issued in a denomination of $100,000 or more;

          (vi) all Additional Notes shall constitute Senior Indebtedness of the
     Obligors and shall rank pari passu with all other outstanding Notes; and

          (vii) no Additional Notes shall be issued hereunder if at the time of
     issuance thereof and after giving effect to the application of the proceeds
     thereof, any Default or Event of Default shall have occurred and be
     continuing.


                                      -2-
<PAGE>


SECTION 3.       CLOSING

     The sale and purchase of the Series 2000-1 Notes to be purchased by each
Purchaser shall occur at the offices of Chapman and Cutler, 111 West Monroe
Street, Chicago, Illinois 60603, at 10:00 A.M. Chicago time, at a closing (the
"Closing") on March 28, 2000 or on such other Business Day thereafter on or
prior to March 31, 2000 as may be agreed upon by the Obligors and the
Purchasers. At the Closing the Obligors will deliver to each Purchaser the
Series 2000-1 Notes to be purchased by such Purchaser in the form of a single
Series 2000-1 Note (or such greater number of Series 2000-1 Notes in
denominations of at least $100,000 as such Purchaser may request) dated the date
of the Closing and registered in such Purchaser's name (or in the name of such
Purchaser's nominee), against delivery by such Purchaser to the Obligors or
their order of immediately available funds in the amount of the purchase price
therefor by wire transfer of immediately available funds for the account of the
Obligors to Bank of America, 345 Montgomery Street, San Francisco, California,
ABA No. 121000358, Account No. 14999-01601. If at the Closing the Obligors shall
fail to tender such Notes to any Purchaser as provided above in this Section 3,
or any of the conditions specified in Section 4 shall not have been fulfilled to
any Purchaser's satisfaction, such Purchaser shall, at such Purchaser's
election, be relieved of all further obligations under this Agreement, without
thereby waiving any rights such Purchaser may have by reason of such failure or
such nonfulfillment.

SECTION 4.         CONDITIONS TO CLOSING

     The obligation of each Purchaser to purchase and pay for the Notes to be
sold to such Purchaser at the Closing is subject to the fulfillment to such
Purchaser's satisfaction, prior to or at the Closing, of the following
conditions:

     Section 4.1. Representations and Warranties The representations and
warranties of each of the Obligors in this Agreement shall be correct when made
and at the time of the Closing.

     Section 4.2. Performance; No Default Each of the Obligors shall have
performed and complied with all agreements and conditions contained in this
Agreement required to be performed or complied with by them prior to or at the
Closing, and after giving effect to the issue and sale of the Series 2000-1
Notes (and the application of the proceeds thereof as contemplated by Section
5.14), no Default or Event of Default shall have occurred and be continuing.
Neither Obligor nor any Subsidiary shall have entered into any transaction since
the date of the Memorandum that would have been prohibited by Section 10 hereof
had such Section applied since such date.


                                      -3-
<PAGE>


     Section 4.3. Compliance Certificates

               (a) Officer's Certificate. Each of the Obligors shall have
          delivered to such Purchaser an Officer's Certificate, dated the date
          of the Closing, certifying that the conditions specified in Sections
          4.1, 4.2 and 4.9 have been fulfilled.

               (b) Secretary's Certificate. Each of the Obligors shall have
          delivered to such Purchaser a certificate certifying as to the
          resolutions attached thereto and other corporate proceedings relating
          to the authorization, execution and delivery of the Series 2000-1
          Notes and this Agreement.

     Section 4.4. Opinions of Counsel Such Purchaser shall have received
opinions in form and substance satisfactory to such Purchaser, dated the date of
the Closing (a) from Michael K. Beyer, Esq., General Counsel of the Obligors
covering the matters set forth in Exhibit 4.4(a) and covering such other matters
incident to the transactions contemplated hereby as such Purchaser or such
Purchaser's counsel may reasonably request (and the Obligors hereby instruct
their counsel to deliver such opinion to such Purchaser) and (b) from Chapman
and Cutler, the Purchasers' special counsel in connection with such
transactions, substantially in the form set forth in Exhibit 4.4(b) and covering
such other matters incident to such transactions as such Purchaser may
reasonably request.

     Section 4.5. Purchase Permitted by Applicable Law, Etc On the date of the
Closing each purchase of Series 2000-1 Notes shall (a) be permitted by the laws
and regulations of each jurisdiction to which each Purchaser is subject, without
recourse to provisions (such as Section 1405(a)(8) of the New York Insurance
Law) permitting limited investments by insurance companies without restriction
as to the character of the particular investment, (b) not violate any applicable
law or regulation (including, without limitation, Regulation T, U or X of the
Board of Governors of the Federal Reserve System) and (c) not subject any
Purchaser to any tax, penalty or liability under or pursuant to any applicable
law or regulation, which law or regulation was not in effect on the date hereof.
If requested by any Purchaser, such Purchaser shall have received an Officer's
Certificate certifying as to such matters of fact as such Purchaser may
reasonably specify to enable such Purchaser to determine whether such purchase
is so permitted.

     Section 4.6. Related Transactions. The Obligors shall have consummated the
sale of the entire principal amount of the Series 2000-1 Notes scheduled to be
sold on the date of Closing pursuant to this Agreement.

     Section 4.7. Payment of Special Counsel Fees. Without limiting the
provisions of Section 15.1, the Obligors shall have paid on or before the
Closing, the fees, charges and disbursements of the Purchasers' special counsel
referred to in Section 4.4 to the extent reflected in a statement of such
counsel rendered to the Obligors at least one Business Day prior to the Closing.


                                       -4-
<PAGE>


     Section 4.8. Private Placement Number. A Private Placement Number issued by
Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities
Valuation Office of the National Association of Insurance Commissioners) shall
have been obtained for the Notes.

     Section 4.9. Changes in Corporate Structure. Except as specified in
Schedule 4.9, neither Obligor shall have changed its jurisdiction of
incorporation or been a party to any merger or consolidation and shall not have
succeeded to all or any substantial part of the liabilities of any other entity,
at any time following the date of the most recent financial statements referred
to in Schedule 5.5.

     Section 4.10. Proceedings and Documents. All corporate and other
proceedings in connection with the transactions contemplated by this Agreement
and all documents and instruments incident to such transactions shall be
satisfactory to such Purchaser and such Purchaser's special counsel, and such
Purchaser and such Purchaser's special counsel shall have received all such
counterpart originals or certified or other copies of such documents as such
Purchaser or such Purchaser's special counsel may reasonably request.

     Section 4.11. Conditions to Issuance of Additional Notes. The obligations
of the Additional Purchasers to purchase any Additional Notes shall be subject
to the following conditions precedent, in addition to the conditions specified
in the Supplement pursuant to which such Additional Notes may be issued:

          (a) Compliance Certificate. A duly authorized Senior Financial Officer
     of each Obligor shall execute and deliver to each Additional Purchaser and
     each holder of Notes an Officer's Certificate dated the date of issue of
     such series of Additional Notes stating that such officer has reviewed the
     provisions of this Agreement (including any Supplements hereto) and setting
     forth the information and computations (in sufficient detail) required in
     order to establish whether the Obligors are in compliance with the
     requirements of Section 10 on such date.

          (b) Execution and Delivery of Supplement. The Obligors and each such
     Additional Purchaser shall execute and deliver a Supplement substantially
     in the form of Exhibit S hereto.

          (c) Representations of Additional Purchasers. Each Additional
     Purchaser shall have confirmed in the Supplement that the representations
     set forth in Section 6 are true with respect to such Additional Purchaser
     on and as of the date of issue of the Additional Notes.

-
 -                                     -5-
<PAGE>


SECTION 5.   REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS

     Each of the Obligors, jointly and severally, represents and warrants to
each Purchaser that:

     Section 5.1. Organization; Power and Authority. Each Obligor is a
corporation duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation, and is duly qualified as a foreign
corporation and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which the
failure to be so qualified or in good standing could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. Each
Obligor has the corporate power and authority to own or hold under lease the
properties it purports to own or hold under lease, to transact the business it
transacts and proposes to transact, to execute and deliver this Agreement and
the Notes and to perform the provisions hereof and thereof.

     Section 5.2. Authorization, Etc. This Agreement and the Notes have been
duly authorized by all necessary corporate action on the part of each Obligor,
and this Agreement constitutes, and upon execution and delivery thereof each
Note will constitute, a legal, valid and binding obligation of each Obligor
enforceable against each Obligor in accordance with their terms, except as such
enforceability may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and (ii) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).

     Section 5.3. Disclosure. The Obligors, through their agent, Bank of America
Securities, LLC, have delivered to each Purchaser the Offering Materials
relating to the transactions contemplated hereby. The Offering Materials fairly
describe, in all material respects, the general nature of the business and
principal properties of the Obligors and their Subsidiaries. Except as disclosed
in Schedule 5.3, this Agreement, the Offering Materials, the documents,
certificates or other writings delivered to the Purchasers by or on behalf of
the Obligors in connection with the transactions contemplated hereby and the
financial statements listed in Schedule 5.5, taken as a whole, do not contain
any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein not misleading in light of the
circumstances under which they were made. Except as disclosed in the Offering
Materials or as expressly described in Schedule 5.3, or in one of the documents,
certificates or other writings identified therein, or in the financial
statements listed in Schedule 5.5, since June 30, 1999, there has been no change
in the financial condition, operations, business, properties or prospects of the
Obligors or any of their Subsidiaries except changes that individually or in the
aggregate could not reasonably be expected to have a Material Adverse Effect.
There is no fact known to either of the Obligors that could reasonably be
expected to have a Material Adverse Effect that has not been set forth herein or
in the Offering Materials or in the other documents, certificates and other
writings delivered to each Purchaser by or on behalf of the Obligors
specifically for use in connection with the transactions contemplated hereby.


                                      -6-
<PAGE>


     Section 5.4. Organization and Ownership of Shares of Subsidiaries;
Affiliates. (a) Schedule 5.4 contains (except as noted therein) complete and
correct lists (i) of the Restricted and Unrestricted Subsidiaries, showing, as
to each Subsidiary, the correct name thereof, the jurisdiction of its
organization, and the percentage of shares of each class of its capital stock or
similar equity interests outstanding owned by the Obligors and each other
Subsidiary, and all other Investments of the Obligors and the Restricted
Subsidiaries (ii) of the Obligors' Affiliates, other than Subsidiaries, and
(iii) of the Obligors' directors and senior officers.

         (b) All of the outstanding shares of capital stock or similar equity
interests of each Subsidiary shown in Schedule 5.4 as being owned by either of
the Obligors and any of their Subsidiaries have been validly issued, are fully
paid and nonassessable and are owned by the specified Obligors and/or
Subsidiaries free and clear of any Lien (except as otherwise disclosed in
Schedule 5.4).

         (c) Each Subsidiary identified in Schedule 5.4 is a corporation or
other legal entity duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization, and is duly qualified as a foreign
corporation or other legal entity and is in good standing in each jurisdiction
in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Each such Subsidiary has the corporate or other power and
authority to own or hold under lease the properties it purports to own or hold
under lease and to transact the business it transacts and proposes to transact.

     (d) No Subsidiary is a party to, or otherwise subject to, any legal
restriction or any agreement (other than this Agreement, the agreements listed
on Schedule 5.4 and customary limitations imposed by corporate law statutes)
restricting the ability of such Subsidiary to pay dividends out of profits or
make any other similar distributions of profits to the Obligors or any of their
Subsidiaries that own outstanding shares of capital stock or similar equity
interests of such Subsidiary.

     Section 5.5. Financial Statements. The Obligors have delivered to each
Purchaser copies of the financial statements of RMC and its Subsidiaries listed
on Schedule 5.5. All of said financial statements (including in each case the
related schedules and notes) fairly present in all material respects the
consolidated financial position of RMC and its Subsidiaries as of the respective
dates specified in such financial statements and the consolidated results of
their operations and cash flows for the respective periods so specified and have
been prepared in accordance with GAAP consistently applied throughout the
periods involved except as set forth in the notes thereto (subject, in the case
of any interim financial statements, to normal year-end adjustments).


                                      -7-
<PAGE>


     Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution,
delivery and performance by the Obligors of this Agreement and the Notes will
not (a) contravene, result in any breach of, or constitute a default under, or
result in the creation of any Lien in respect of any property of either Obligor
or any Restricted Subsidiary under, any indenture, mortgage, deed of trust,
loan, purchase or credit agreement, lease, corporate charter or by-laws, or any
other agreement or instrument to which either Obligor or any Restricted
Subsidiary is bound or by which either Obligor or any Restricted Subsidiary or
any of their respective properties may be bound or affected, (b) conflict with
or result in a breach of any of the terms, conditions or provisions of any
order, judgment, decree, or ruling of any court, arbitrator or Governmental
Authority applicable to either Obligor or any Restricted Subsidiary or (c)
violate any provision of any statute or other rule or regulation of any
Governmental Authority applicable to either Obligor or any Restricted
Subsidiary.

     Section 5.7. Governmental Authorizations, Etc. No consent, approval or
authorization of, or registration, filing or declaration with, any Governmental
Authority is required in connection with the execution, delivery or performance
by either Obligor of this Agreement or the Notes.

     Section 5.8. Litigation; Observance of Statutes and Orders. (a) Except as
disclosed in Schedule 5.8, there are no actions, suits or proceedings pending
or, to the knowledge of either Obligor, threatened against or affecting either
Obligor or any Subsidiary or any property of either Obligor or any Subsidiary in
any court or before any arbitrator of any kind or before or by any Governmental
Authority that, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect.

     (b) Neither Obligor nor any Subsidiary is in default under any term of any
agreement or instrument to which it is a party or by which it is bound, or any
order, judgment, decree or ruling of any court, arbitrator or Governmental
Authority or is in violation of any applicable law, ordinance, rule or
regulation (including without limitation Environmental Laws) of any Governmental
Authority, which default or violation, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.

     Section 5.9. Taxes. The Obligors and their respective Subsidiaries have
filed all tax returns that are required to have been filed in any jurisdiction,
and have paid all taxes shown to be due and payable on such returns and all
other taxes and assessments levied upon them or their properties, assets, income
or franchises, to the extent such taxes and assessments have become due and
payable and before they have become delinquent, except for any taxes and
assessments (a) the amount of which is not individually or in the aggregate
Material or (b) the amount, applicability or validity of which is currently
being contested in good faith by appropriate proceedings and with respect to
which either Obligor or a Subsidiary, as the case may be, has established
adequate reserves in accordance with GAAP. Neither Obligor knows of any basis
for any other tax or assessment that could reasonably be expected to have a
Material Adverse Effect. The charges, accruals and reserves on the books of the
Obligors and their respective Subsidiaries in respect of Federal, state or other
taxes for all fiscal periods are adequate. The Federal income tax liabilities of
the Obligors and their respective Subsidiaries have been determined by the
Internal Revenue Service and paid for all fiscal years up to and including the
fiscal year ended June 30, 1996.


                                      -8-
<PAGE>


     Section 5.10. Title to Property Leases. Each Obligor and each Restricted
Subsidiary has good and sufficient title to their respective properties that
individually or in the aggregate are Material, including all such properties
reflected in the most recent audited balance sheet referred to in Section 5.5 or
purported to have been acquired by either Obligor or any Restricted Subsidiary
after said date (except as sold or otherwise disposed of in the ordinary course
of business), in each case free and clear of Liens prohibited by this Agreement.
All leases that individually or in the aggregate are Material are valid and
subsisting and are in full force and effect in all material respects.

     Section 5.11. Licenses, Permits, Etc. Except as disclosed in Schedule 5.11,

          (a) each Obligor and each Restricted Subsidiary owns or possesses all
     licenses, permits, franchises, authorizations, patents, copyrights, service
     marks, trademarks and trade names, or rights thereto, that individually or
     in the aggregate are Material, without known conflict with the rights of
     others;

          (b) to the best knowledge of each Obligor, no product of either
     Obligor or any of its Restricted Subsidiaries infringes in any material
     respect any license, permit, franchise, authorization, patent, copyright,
     service mark, trademark, trade name or other right owned by any other
     Person; and

          (c) to the best knowledge of each Obligor, there is no violation by
     any Person of any right of either Obligor or any of their respective
     Restricted Subsidiaries with respect to any patent, copyright, service
     mark, trademark, trade name or other right owned or used by either Obligor
     or any of their respective Restricted Subsidiaries which could reasonably
     be expected to materially and adversely affect the ability of the Obligors
     to perform their obligations under this Agreement or the Notes.

     Section 5.12. Compliance with ERISA. (a) Neither of the Obligors maintains,
contributes to or has any liability or contingent liability with respect to any
"pension plan" or "multiemployer plan" as defined in ERISA, which is subject to
Title IV of ERISA.

     (b) Each Obligor and each ERISA Affiliate has operated and administered
each Plan in compliance with all applicable laws except for such instances of
noncompliance which have not resulted in and could not reasonably be expected to
result in a Material Adverse Effect. Neither Obligor nor any ERISA Affiliate has
incurred any liability pursuant to Title I of ERISA or the penalty or excise tax
provisions of the Code relating to employee benefit plans (as defined in Section
3 of ERISA), and, to the best knowledge of each Obligor, no event, transaction
or condition has occurred or exists that could reasonably be expected to result
in the incurrence of any such liability by either Obligor or any ERISA Affiliate
pursuant to Title I of ERISA or to such penalty or excise tax provisions, other
than such liabilities as would not be individually or in the aggregate Material.


                                      -9-
<PAGE>


     (c) The expected unfunded post-retirement benefit obligation (determined as
of the last day of RMC's most recently ended fiscal year in accordance with
Financial Accounting Standards Board Statement No. 106, without regard to
liabilities attributable to continuation coverage mandated by Section 4980B of
the Code) of the Obligors and their respective Subsidiaries is not Material.

     (d) The execution and delivery of this Agreement and the issuance and sale
of the Notes hereunder will not involve any transaction that is subject to the
prohibitions of Section 406 of ERISA or in connection with which a tax could be
imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code. The representation by
the Obligors in the first sentence of this Section 5.12(d) is made in reliance
upon and subject to the accuracy of each Purchaser's representation in Section
6.2 as to the sources of the funds used to pay the purchase price of the Notes
to be purchased by such Purchaser.

     Section 5.13. Private Offering by the Obligors. Neither Obligor nor anyone
acting on either of their behalf has offered the Series 2000-1 Notes or any
similar securities for sale to, or solicited any offer to buy any of the same
from, or otherwise approached or negotiated in respect thereof with, any Person
other than the Purchasers and not more than 59 other Institutional Investors,
each of which has been offered the Series 2000-1 Notes at a private sale for
investment. Neither Obligor nor anyone acting on either of their behalf has
taken, or will take, any action that would subject the issuance or sale of the
Notes to the registration requirements of Section 5 of the Securities Act.

     Section 5.14. Use of proceeds; Margin Regulations. The Obligors will apply
the proceeds of the sale of the Notes as set forth in Schedule 5.14. No part of
the proceeds from the sale of the Notes hereunder will be used, directly or
indirectly, for the purpose of buying or carrying any margin stock within the
meaning of Regulation U of the Board of Governors of the Federal Reserve System
(12 CFR 221), or for the purpose of buying or carrying or trading in any
securities under such circumstances as to involve either of the Obligors in a
violation of Regulation X of said Board (12 CFR 224) or to involve any broker or
dealer in a violation of Regulation T of said Board (12 CFR 220). Neither
Obligor nor any of their respective Subsidiaries owns any margin stock and
neither Obligor has any present intention to carry or purchase margin stock. As
used in this Section, the terms "margin stock" and "purpose of buying or
carrying" shall have the meanings assigned to them in said Regulation U.

     Section 5.15. Existing Indebtedness; Future Liens. (a) Except as described
therein, Schedule 5.15 sets forth a complete and correct list of all outstanding
Indebtedness and Specified Transactions of the Obligors and the Subsidiaries as
of March 28, 2000. Neither Obligor nor any Subsidiary is in default and no
waiver of default is currently in effect, in the payment of any principal or
interest on any Indebtedness of either Obligor or such Subsidiary and no event
or condition exists with respect to any Indebtedness of either Obligor or any
Subsidiary that would permit (or that with notice or the lapse of time, or both,
would permit) one or more Persons to cause such Indebtedness to become due and
payable before its stated maturity or before its regularly scheduled dates of
payment. Schedule 5.15 also sets forth a complete and correct description of all
insurance coverage of the Obligors outstanding on the date of the Closing and
the investment and cash management practices of the Obligors.


                                       -10-
<PAGE>


         (b) Except as disclosed in Schedule 5.15, neither Obligor nor any
Subsidiary has agreed or consented to cause or permit in the future (upon the
happening of a contingency or otherwise) any of its property, whether now owned
or hereafter acquired, to be subject to a Lien not permitted by Section 10.5.

     Section 5.16. Foreign Assets Control Regulations, Etc. Neither the sale of
the Notes by the Obligors hereunder nor their use of the proceeds thereof will
violate the Trading with the Enemy Act, as amended, or any of the foreign assets
control regulations of the United States Treasury Department (31 CFR, Subtitle
B, Chapter V, as amended) or any enabling legislation or executive order
relating thereto.

     Section 5.17. Status under Certain Statutes. Neither Obligor nor any
Subsidiary is an "investment company" registered or required to be registered
under the Investment Company Act of 1940, as amended, or is subject to
regulation under the Public Utility Holding Company Act of 1935, as amended, the
ICC Termination Act of 1995, as amended, or the Federal Power Act, as amended.

     Section 5.18. Environmental Matters. Neither Obligor nor any Subsidiary has
knowledge of any claim or has received any notice of any claim, and no
proceeding has been instituted raising any claim against either Obligor or any
of their Subsidiaries or any of their respective real properties now or formerly
owned, leased or operated by any of them or other assets, alleging any damage to
the environment or violation of any Environmental Laws, except, in each case,
such as could not reasonably be expected to result in a Material Adverse Effect.
Except as otherwise disclosed to each Purchaser in writing:

          (a) neither Obligor nor any Subsidiary has knowledge of any facts
     which would give rise to any claim, public or private, of violation of
     Environmental Laws or damage to the environment emanating from, occurring
     on or in any way related to real properties now or formerly owned, leased
     or operated by any of them or to other assets or their use, except, in each
     case, such as could not reasonably be expected to result in a Material
     Adverse Effect;


                                      -11-
<PAGE>


          (b) neither Obligor nor any of its Subsidiaries has stored any
     Hazardous Materials on real properties now or formerly owned, leased or
     operated by any of them or has disposed of any Hazardous Materials in a
     manner contrary to any Environmental Laws in each case in any manner that
     could reasonably be expected to result in a Material Adverse Effect; and

          (c) all buildings on all real properties now owned, leased or operated
     by either Obligor or any of their Subsidiaries are in compliance with
     applicable Environmental Laws, except where failure to comply could not
     reasonably be expected to result in a Material Adverse Effect.

     Section 5.19. Computer 2000 Compliant. The internal business and computer
systems of each Obligor and the Restricted Subsidiaries were year 2000 compliant
in a timely manner and the advent of the year 2000 and its impact on said
internal business and computer systems did not have, and hereafter could not
reasonably expect to have, a Material Adverse Effect.

SECTION 6.  REPRESENTATIONS OF THE PURCHASER

     Section 6.1. Purchase for Investment. Each Purchaser represents that it is
purchasing the Series 2000-1 Notes for its own account or for one or more
separate accounts maintained by it or for the account of one or more pension or
trust funds and not with a view to the distribution thereof, provided that the
disposition of such Purchaser's or such pension or trust funds' property shall
at all times be within such Purchaser's or such pension or trust funds' control.
Each Purchaser understands that the Series 2000-1 Notes have not been registered
under the Securities Act and may be resold only if registered pursuant to the
provisions of the Securities Act or if an exemption from registration is
available, except under circumstances where neither such registration nor such
an exemption is required by law, and that the Obligors are not required to
register the Series 2000-1 Notes.

     Section 6.2. Source of Funds. Each Purchaser represents that at least one
of the following statements is an accurate representation as to each source of
funds (a "Source") to be used by it to pay the purchase price of the Series
2000-1 Notes to be purchased by it hereunder:

          (a) the Source is an "insurance company general account" within the
     meaning of Department of Labor Prohibited Transaction Exemption ("PTE")
     95-60 (issued July 12, 1995) and there is no employee benefit plan,
     treating as a single plan, all plans maintained by the same employer or
     employee organization, with respect to which the amount of the general
     account reserves and liabilities for all contracts held by or on behalf of
     such plan, exceeds ten percent (10%) of the total reserves and liabilities
     of such general account (exclusive of separate account liabilities) plus
     surplus, as set forth in the NAIC Annual Statement for such Purchaser most
     recently filed with such Purchaser's state of domicile; or


                                      -12-
<PAGE>


          (b) the Source is either (i) an insurance company pooled separate
     account, within the meaning of PTE 90-1 (issued January 29, 1990), or (ii)
     a bank collective investment fund, within the meaning of the PTE 91-38
     (issued July 12, 1991) and, except as such Purchaser has disclosed to the
     Obligors in writing pursuant to this paragraph (b), no employee benefit
     plan or group of plans maintained by the same employer or employee
     organization beneficially owns more than 10% of all assets allocated to
     such pooled separate account or collective investment fund; or

          (c) the Source constitutes assets of an "investment fund" (within the
     meaning of Part V of the QPAM Exemption) managed by a "qualified
     professional asset manager" or "QPAM" (within the meaning of Part V of the
     QPAM Exemption), no employee benefit plan's assets that are included in
     such investment fund, when combined with the assets of all other employee
     benefit plans established or maintained by the same employer or by an
     affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of
     such employer or by the same employee organization and managed by such
     QPAM, exceed 20% of the total client assets managed by such QPAM, the
     conditions of Part I(c) and (g) of the QPAM Exemption are satisfied,
     neither the QPAM nor a person controlling or controlled by the QPAM
     (applying the definition of "control" in Section V(e) of the QPAM
     Exemption) owns a 5% or more interest in either Obligor and (i) the
     identity of such QPAM and (ii) the names of all employee benefit plans
     whose assets are included in such investment fund have been disclosed to
     the Obligors in writing pursuant to this paragraph (c); or

          (d) the Source is a governmental plan; or

          (e) the Source is one or more employee benefit plans, or a separate
     account or trust fund comprised of one or more employee benefit plans, each
     of which has been identified to the Obligors in writing pursuant to this
     paragraph (e); or

          (f) the Source does not include assets of any employee benefit plan,
     other than a plan exempt from the coverage of ERISA; or

          (g) the Source is an insurance company separate account maintained
     solely in connection with the fixed contractual obligations of the
     insurance company under which the amounts payable, or credited, to any
     employee benefit plan (or its related trust) and to any participant or
     beneficiary of such plan (including any annuitant) are not affected in any
     manner by the investment performance of the separate account.

     As used in this Section 6.2, the terms "employee benefit plan,"
"governmental plan," "party in interest" and "separate account" shall have the
respective meanings assigned to such terms in Section 3 of ERISA.


                                      -13-
<PAGE>


SECTION 7.    INFORMATION AS TO OBLIGORS

     Section 7.1. Financial and Business Information. The Obligors shall deliver
to each holder of Notes that is an Institutional Investor:

          (a) Quarterly Statements -- within 90 days after the end of each
     quarterly fiscal period in each fiscal year of RMC (other than the last
     quarterly fiscal period of each such fiscal year), duplicate copies of,

               (1) a consolidated balance sheet of RMC and its consolidated
          Subsidiaries as of the close of such quarterly fiscal period, setting
          forth in comparative form the consolidated figures for the fiscal year
          then most recently ended,

               (2) consolidated statements of income of RMC and its consolidated
          Subsidiaries for such quarterly fiscal period and for the portion of
          the fiscal year ending with such quarterly fiscal period, in each case
          setting forth in comparative form the consolidated figures for the
          corresponding periods of the preceding fiscal year, and

               (3) consolidated statements of cash flows of RMC and its
          consolidated Subsidiaries for the portion of the fiscal year ending
          with such quarterly fiscal period, setting forth in comparative form
          the consolidated figures for the corresponding period of the preceding
          fiscal year,

     setting forth in each case in comparative form the figures for the
     corresponding periods in the previous fiscal year, all in reasonable
     detail, prepared in accordance with GAAP applicable to quarterly financial
     statements generally, and certified by a Senior Financial Officer as fairly
     presenting, in all material respects, the financial position of the
     companies being reported on and their results of operations and cash flows,
     subject to changes resulting from normal, recurring year-end adjustments,
     provided that delivery within the time period specified above of copies of
     RMC's Quarterly Report on Form 10-Q prepared in compliance with the
     requirements therefor and filed with the Securities and Exchange Commission
     shall be deemed to satisfy the requirements of this Section 7.1(a);

     (b) Annual Statements-- within 120 days after the end of each fiscal year
of RMC, duplicate copies of,

          (1) a consolidated balance sheet of RMC and its consolidated
     Subsidiaries as of the close of such fiscal year, and

          (2) consolidated statements of income, changes in shareholders' equity
     and cash flows of RMC and its consolidated Subsidiaries for such fiscal
     year, setting forth in each case in comparative form the figures for the
     previous fiscal year, all in reasonable detail, prepared in accordance with
     GAAP, and accompanied by


                                      -14-
<PAGE>


               (A) an opinion thereon of independent certified public
          accountants of recognized national standing, which opinion shall state
          that such financial statements present fairly, in all material
          respects, the financial position of the companies being reported upon
          and their results of operations and cash flows and have been prepared
          in conformity with GAAP, and that the examination of such accountants
          in connection with such financial statements has been made in
          accordance with generally accepted auditing standards, and that such
          audit provides a reasonable basis for such opinion in the
          circumstances, and

               (B) a certificate of such accountants stating that they have
          reviewed this Agreement and stating further whether, in making their
          audit, they have become aware of any condition or event that then
          constitutes a Default or an Event of Default, and, if they are aware
          that any such condition or event then exists, specifying the nature
          and period of the existence thereof (it being understood that such
          accountants shall not be liable, directly or indirectly, for any
          failure to obtain knowledge of any Default or Event of Default unless
          such accountants should have obtained knowledge thereof in making an
          audit in accordance with generally accepted auditing standards or did
          not make such an audit),

     provided that the delivery within the time period specified above of
     RMC's Annual Report on Form 10-K for such fiscal year (together with RMC's
     annual report to shareholders, if any, prepared pursuant to Rule 14a-3
     under the Exchange Act) prepared in accordance with the requirements
     therefor and filed with the Securities and Exchange Commission, together
     with the accountant's certificate described in clause (B) above, shall be
     deemed to satisfy the requirements of this Section 7.1(b);

          (c) Reports of RME. If at any time after the date of the Closing
     audited or unaudited financial statements of RME are prepared (1) as soon
     as available, and in any event within 90 days after the end of each
     quarterly fiscal period (except the last) of each fiscal year of RME,
     copies of any unaudited quarterly statements of RME for such quarterly
     fiscal period, of the character as provided in paragraph (a) above to the
     extent prepared, and (2) as soon as available, and in any event within 120
     days after the close of each fiscal year of RME, copies of any audited or
     unaudited financial statements of RME as of the close of such fiscal year,
     of the character as provided in paragraph (b) above to the extent so
     prepared;

          (d) SEC and Other Reports -- promptly upon their becoming available,
     one copy of (i) each financial statement, report, notice or proxy statement
     sent by either Obligor or any Subsidiary to public securities holders
     generally, and (ii) each regular or periodic report, each registration
     statement (without exhibits except as expressly requested by such holder),
     and each prospectus and all amendments thereto filed by either Obligor or
     any Subsidiary with the Securities and Exchange Commission and of all press
     releases and other statements made available generally by either Obligor or
     any Subsidiary to the public concerning developments that are Material;


                                       -15-
<PAGE>


          (e) Notice of Default or Event of Default -- promptly, and in any
     event within five days after a Responsible Officer of either Obligor
     becoming aware of the existence of any Default or Event of Default or that
     any Person has given any notice or taken any action with respect to a
     claimed default hereunder or that any Person has given any notice or taken
     any action with respect to a claimed default of the type referred to in
     Section 11(f), a written notice specifying the nature and period of
     existence thereof and what action the Obligors are taking or proposes to
     take with respect thereto;

          (f) ERISA Matters -- promptly, and in any event within five days after
     a Responsible Officer becoming aware of any of the following, a written
     notice setting forth the nature thereof and the action, if any, that either
     Obligor or any ERISA Affiliate proposes to take with respect thereto:

                    (i) with respect to any Plan, any reportable event, as
               defined in section 4043(b) of ERISA and the regulations
               thereunder, for which notice thereof has not been waived pursuant
               to such regulations as in effect on the date hereof; or

                    (ii) the taking by the PBGC of steps to institute, or the
               threatening by the PBGC of the institution of, proceedings under
               section 4042 of ERISA for the termination of, or the appointment
               of a trustee to administer, any Plan, or the receipt by either
               Obligor or any ERISA Affiliate of a notice from a Multiemployer
               Plan that such action has been taken by the PBGC with respect to
               such Multiemployer Plan; or

                    (iii) any event, transaction or condition that could result
               in the incurrence of any liability by either Obligor or any ERISA
               Affiliate pursuant to Title I or IV of ERISA or the penalty or
               excise tax provisions of the Code relating to employee benefit
               plans, or in the imposition of any Lien on any of the rights,
               properties or assets of either Obligor or any ERISA Affiliate
               pursuant to Title I or IV of ERISA or such penalty or excise tax
               provisions, if such liability or Lien, taken together with any
               other such liabilities or Liens then existing, could reasonably
               be expected to have a Material Adverse Effect;

          (g) Notices from Governmental Authority -- promptly, and in any event
     within 30 days of receipt thereof, copies of any notice to either Obligor
     or any Subsidiary from any Federal or state Governmental Authority relating
     to any order, ruling, statute or other law or regulation that could
     reasonably be expected to have a Material Adverse Effect;

          (h) Supplements -- promptly and in any event within 10 Business Days
     after the execution and delivery of any Supplement, a copy thereof; and


                                      -16-
<PAGE>

          (i) Requested Information -- with reasonable promptness, such other
     data and information relating to the business, operations, affairs,
     financial condition, assets or properties of either Obligor or any of their
     Subsidiaries or relating to the ability of either Obligor to perform its
     obligations hereunder and under the Notes as from time to time may be
     reasonably requested by any such holder of Notes.

     Notwithstanding the foregoing, in the event that one or more Unrestricted
Subsidiaries shall own more than 5% of the total consolidated assets of RMC and
its Subsidiaries, determined in each case in accordance with GAAP, then, within
the respective periods provided in Sections 7.1(a) and (b), above, the Obligors
shall deliver to each holder of Notes that is an Institutional Investor,
financial statements of the character and for the dates and periods as in said
Sections 7.1(a) and (b) covering the group of Unrestricted Subsidiaries (on a
consolidated basis), together with a consolidating statement reflecting
eliminations or adjustments required to reconcile the financial statements of
such group of Unrestricted Subsidiaries to the financial statements delivered
pursuant to Sections 7.1(a) and (b).

     Section 7.2. Officer's Certificate. Each set of financial statements
delivered to a holder of Notes pursuant to Section 7.1(a) or Section 7.1(b)
hereof shall be accompanied by a certificate of a Senior Financial Officer
setting forth:

          (a) Covenant Compliance -- the information (including detailed
     calculations) required in order to establish whether the Obligors were in
     compliance with the requirements of Section 10.1 through Section 10.7
     hereof, inclusive, during the quarterly or annual period covered by the
     statements then being furnished (including with respect to each such
     Section, where applicable, the calculations of the maximum or minimum
     amount, ratio or percentage, as the case may be, permissible under the
     terms of such Sections, and the calculation of the amount, ratio or
     percentage then in existence); and

          (b) Event of Default -- a statement that such officer has reviewed the
     relevant terms hereof and has made, or caused to be made, under his or her
     supervision, a review of the transactions and conditions of the Obligors
     and their respective Subsidiaries from the beginning of the quarterly or
     annual period covered by the statements then being furnished to the date of
     the certificate and that such review shall not have disclosed the existence
     during such period of any condition or event that constitutes a Default or
     an Event of Default or, if any such condition or event existed or exists
     (including, without limitation, any such event or condition resulting from
     the failure of either Obligor or any Subsidiary to comply with any
     Environmental Law), specifying the nature and period of existence thereof
     and what action either Obligor shall have taken or proposes to take with
     respect thereto.

     Section 7.3. Inspection. The Obligors shall permit the representatives of
each holder of Notes that is an Institutional Investor:


                                       17
<PAGE>


          (a) No Default -- if no Default or Event of Default then exists, at
     the expense of such holder and upon reasonable prior notice to the
     Obligors, to visit the principal executive office of either Obligor, to
     discuss the affairs, finances and accounts of either Obligor and its
     respective Subsidiaries with such Obligor's officers, and (with the consent
     of the Obligors, which consent will not be unreasonably withheld) its
     independent public accountants, and (with the consent of the Obligors,
     which consent will not be unreasonably withheld) to visit the other offices
     and properties of either Obligor and each Subsidiary, all at such
     reasonable times and as often as may be reasonably requested in writing;
     and

          (b) Default -- if a Default or Event of Default then exists, at the
     expense of the Obligors, to visit and inspect any of the offices or
     properties of either Obligor or any Subsidiary, to examine all their
     respective books of account, records, reports and other papers, to make
     copies and extracts therefrom, and to discuss their respective affairs,
     finances and accounts with their respective officers and independent public
     accountants (and by this provision the Obligors authorize said accountants
     to discuss the affairs, finances and accounts of the Obligors and their
     Subsidiaries), all at such times and as often as may be requested.

     SECTION 8. PREPAYMENT OF THE NOTES

     Section 8.1. Required Prepayments. No regularly scheduled prepayment of the
principal of the Series 2000-1 Notes is required prior to their date of
maturity.

     Section 8.2. Optional Prepayments with Make-Whole Amount. The Obligors may,
at their option, upon notice as provided below, prepay at any time all, or from
time to time any part of, the Notes of any series, in an amount not less than
$1,000,000 of the aggregate principal amount of the Notes of such series then
outstanding in the case of a partial prepayment, at 100% of the principal amount
so prepaid, together with interest accrued thereon to the date of such
prepayment, plus the Make-Whole Amount determined for the prepayment date with
respect to such principal amount of each Note of the applicable series then
outstanding. The Obligors will give each holder of Notes of the series to be
prepaid written notice of each optional prepayment under this Section 8.2 not
less than 30 days and not more than 60 days prior to the date fixed for such
prepayment. Each such notice shall specify such date, the aggregate principal
amount of the Notes of each series to be prepaid on such date, the principal
amount of each Note held by such holder to be prepaid (determined in accordance
with Section 8.4), and the interest to be paid on the prepayment date with
respect to such principal amount being prepaid, and shall be accompanied by a
certificate of a Senior Financial Officer as to the estimated Make-Whole Amount
due in connection with such prepayment (calculated as if the date of such notice
were the date of the prepayment), setting forth the details of such computation.
Two Business Days prior to such prepayment, the Obligors shall deliver to each
holder of Notes of the series to be prepaid a certificate of a Senior Financial
Officer specifying the calculation of such Make-Whole Amount as of the specified
prepayment date.


                                       18
<PAGE>


     Section 8.3. Prepayment of Notes upon an Asset Disposition. In the event
that either Obligor shall sell, lease, transfer, abandon or otherwise dispose of
assets (an "Asset Disposition") and, in conjunction therewith, the Obligors
shall, at their option, desire to prepay on a pro rata basis Senior
Indebtedness, including the Notes, as contemplated in Sections 10.7(b)(6)(z)(B)
or (c)(3)(z)(B), the Obligors will give written notice of such fact (the "Asset
Disposition Prepayment Offer") in the manner provided in Section 18 hereof to
all holders of the Notes. The Asset Disposition Prepayment Offer shall (1)
describe the facts and circumstances of such Asset Disposition in reasonable
detail, (2) make reference to this Section 8.3 and the right of the holders of
the Notes to be prepaid on the terms and conditions provided for in this Section
8.3, (3) offer in writing to prepay the outstanding Notes to the extent proceeds
from the Asset Disposition are to be applied to the Notes, together with accrued
interest to the date of prepayment, but without premium, and (4) specify a date
for such prepayment (the "Asset Disposition Prepayment Date"), which Asset
Disposition Prepayment Date shall be not more than 60 days nor less than 30 days
following the date of such Asset Disposition Prepayment Offer. Each holder of
the then outstanding Notes shall have the right to accept such offer and require
prepayment of the Notes held by such holder by written notice to the Obligors (a
"Noteholder Notice") given not later than 20 days after receipt of the Asset
Disposition Prepayment Offer. The Obligors shall on the Asset Disposition
Prepayment Date prepay the Notes designated in the Asset Disposition Prepayment
Offers and held by holders which have so accepted such offer of prepayment. The
prepayment price of the Notes payable upon the occurrence of any Asset
Disposition shall be an amount equal to 100% of the outstanding principal amount
of the Notes so to be prepaid and accrued interest thereon to the date of such
prepayment, but without premium.

     Section 8.4. Allocation of Partial Prepayments. In the case of each partial
prepayment of the Notes pursuant to the provisions of Section 8.2, the principal
amount of the Notes of the series to be prepaid shall be allocated among all of
the Notes of such series at the time outstanding in proportion, as nearly as
practicable, to the respective unpaid principal amounts thereof. All regularly
scheduled partial prepayments made with respect to any Additional Series of
Notes pursuant to any Supplement shall be allocated as provided therein.

     Section 8.5. Maturity; Surrender, Etc. In the case of each prepayment of
Notes pursuant to this Section 8, the principal amount of each Note to be
prepaid shall mature and become due and payable on the date fixed for such
prepayment, together with interest on such principal amount accrued to such date
and the applicable Make-Whole Amount, if any. From and after such date, unless
the Obligors shall fail to pay such principal amount when so due and payable,
together with the interest and Make-Whole Amount, if any, as aforesaid, interest
on such principal amount shall cease to accrue. Any Note paid or prepaid in full
shall be surrendered to the Obligors and cancelled and shall not be reissued,
and no Note shall be issued in lieu of any prepaid principal amount of any Note.


                                       19
<PAGE>


     Section 8.6. Purchase of Notes. The Obligors will not and will not permit
any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or
indirectly, any of the outstanding Notes except upon the payment or prepayment
of the Notes in accordance with the terms of this Agreement or any Supplement,
and the Notes. The Obligors will promptly cancel all Notes acquired by it or any
Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to
any provision of this Agreement or any Supplement and no Notes may be issued in
substitution or exchange for any such Notes.

     Section 8.7. Make-Whole Amount for Series 2000-1 Notes. The term
"Make-Whole Amount" means, with respect to any Series 2000-1 Note, an amount
equal to the excess, if any, of the Discounted Value of the Remaining Scheduled
Payments with respect to the Called Principal of such Note over the amount of
such Called Principal, provided that the Make-Whole Amount may in no event be
less than zero. For the purposes of determining the Make-Whole Amount, the
following terms have the following meanings:

                  "Called Principal" means, with respect to any Series 2000-1
         Note, the principal of such Note that is to be prepaid pursuant to
         Section 8.2 or has become or is declared to be immediately due and
         payable pursuant to Section 12.1, as the context requires.

                  "Discounted Value" means, with respect to the Called Principal
         of any Series 2000-1 Note, the amount obtained by discounting all
         Remaining Scheduled Payments with respect to such Called Principal from
         their respective scheduled due dates to the Settlement Date with
         respect to such Called Principal, in accordance with accepted financial
         practice and at a discount factor (applied on the same periodic basis
         as that on which interest on the Series 2000-1 Notes is payable) equal
         to the Reinvestment Yield with respect to such Called Principal.

                  "Reinvestment Yield" means, with respect to the Called
         Principal of any Note, 0.50% plus the yield to maturity implied by (i)
         the yields reported, as of 10:00 A.M. (New York City time) on the
         second Business Day preceding the Settlement Date with respect to such
         Called Principal, on the display designated as "PX-1" on the Bloomberg
         Financial Market Screen (or such other display as may replace "PX-1" on
         the Bloomberg Financial Market Screen) for actively traded U.S.
         Treasury securities having a maturity equal to the Remaining Average
         Life of such Called Principal as of such Settlement Date, or (ii) if
         such yields are not reported as of such time or the yields reported as
         of such time are not ascertainable, the Treasury Constant Maturity
         Series Yields reported, for the latest day for which such yields have
         been so reported as of the second Business Day preceding the Settlement
         Date with respect to such Called Principal, in Federal Reserve
         Statistical Release H.15 (519) (or any comparable successor
         publication) for actively traded U.S. Treasury securities having a
         constant maturity equal to the Remaining Average Life of such Called
         Principal as of such Settlement Date. Such implied yield will be
         determined, if necessary, by (a) converting U.S. Treasury bill
         quotations to bond-equivalent yields in accordance with accepted
         financial practice and (b) interpolating linearly between (1) the
         actively traded U.S. Treasury security with the maturity closest to and
         greater than the Remaining Average Life and (2) the actively traded
         U.S. Treasury security with the maturity closest to and less than the
         Remaining Average Life.


                                       20
<PAGE>


                  "Remaining Average Life" means, with respect to any Called
         Principal, the number of years (calculated to the nearest one-twelfth
         year) obtained by dividing (i) such Called Principal into (ii) the sum
         of the products obtained by multiplying (a) the principal component of
         each Remaining Scheduled Payment with respect to such Called Principal
         by (b) the number of years (calculated to the nearest one-twelfth year)
         that will elapse between the Settlement Date with respect to such
         Called Principal and the scheduled due date of such Remaining Scheduled
         Payment.

                  "Remaining Scheduled Payments" means, with respect to the
         Called Principal of any Series 2000-1 Note, all payments of such Called
         Principal and interest thereon that would be due after the Settlement
         Date with respect to such Called Principal if no payment of such Called
         Principal were made prior to its scheduled due date, provided that if
         such Settlement Date is not a date on which interest payments are due
         to be made under the terms of the Series 2000-1 Notes, then the amount
         of the next succeeding scheduled interest payment will be reduced by
         the amount of interest accrued to such Settlement Date and required to
         be paid on such Settlement Date pursuant to Section 8.2 or 12.1.

                  "Settlement Date" means, with respect to the Called Principal
         of any Series 2000-1 Note, the date on which such Called Principal is
         to be prepaid pursuant to Section 8.2 or has become or is declared to
         be immediately due and payable pursuant to Section 12.1, as the context
         requires.

SECTION 9.           AFFIRMATIVE COVENANTS

         Each Obligor, jointly and severally, covenants that so long as any of
the Notes are outstanding:

     Section 9.1. Compliance with Law. Each Obligor will, and will cause each of
its Restricted Subsidiaries to, comply with all laws, ordinances or governmental
rules or regulations to which each of them is subject, including, without
limitation, Environmental Laws, and will obtain and maintain in effect all
licenses, certificates, permits, franchises and other governmental
authorizations necessary to the ownership of their respective properties or to
the conduct of their respective businesses, in each case to the extent necessary
to ensure that non-compliance with such laws, ordinances or governmental rules
or regulations or failures to obtain or maintain in effect such licenses,
certificates, permits, franchises and other governmental authorizations could
not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.

     Section 9.2. Insurance. Each Obligor will, and will cause each of its
Restricted Subsidiaries to, maintain, with financially sound and reputable
insurers, insurance with respect to their respective properties and businesses
against such casualties and contingencies, of such types, on such terms and in
such amounts (including deductibles, co-insurance and self-insurance, if
adequate reserves are maintained with respect thereto) as is customary in the
case of entities of established reputations engaged in the same or a similar
business and similarly situated.


                                       21
<PAGE>


     Section 9.3. Maintenance of Properties. Each Obligor will, and will cause
each of its Restricted Subsidiaries to, maintain and keep, or cause to be
maintained and kept, their respective properties in good repair, working order
and condition (other than ordinary wear and tear), so that the business carried
on in connection therewith may be properly conducted at all times, provided that
this Section shall not prevent an Obligor or any Restricted Subsidiary from
discontinuing the operation and the maintenance of any of its properties if such
discontinuance is desirable in the conduct of its business and such Obligor has
concluded that such discontinuance could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

     Section 9.4. Payment of Taxes. Each Obligor will, and will cause each of
its Subsidiaries to, file all tax returns required to be filed in any
jurisdiction and to pay and discharge all taxes shown to be due and payable on
such returns and all other taxes, assessments, governmental charges, or levies
imposed on them or any of their properties, assets, income or franchises, to the
extent such taxes and assessments have become due and payable and before they
have become delinquent and all claims for which sums have become due and payable
that have or might become a Lien on properties or assets of an Obligor or any
Restricted Subsidiary, provided that neither Obligor nor any Restricted
Subsidiary need pay any such tax or assessment or claims if (i) the amount,
applicability or validity thereof is contested by the Obligors or such
Restricted Subsidiary on a timely basis in good faith and in appropriate
proceedings, and the Obligors or such Restricted Subsidiary has established
adequate reserves therefor in accordance with GAAP on the books of the Obligors
or such Restricted Subsidiary or (ii) the nonpayment of all such taxes and
assessments in the aggregate could not reasonably be expected to have a Material
Adverse Effect.

     Section 9.5. Corporate Existence, Etc. Subject to Section 10.7 each Obligor
will at all times preserve and keep in full force and effect its corporate
existence, and will at all times preserve and keep in full force and effect the
corporate existence of each of its Restricted Subsidiaries (unless merged into
an Obligor or a Wholly-Owned Restricted Subsidiary) and all rights and
franchises of each Obligor and its Restricted Subsidiaries unless, in the good
faith judgment of each Obligor, the termination of or failure to preserve and
keep in full force and effect such corporate existence, right or franchise could
not, individually or in the aggregate, have a Material Adverse Effect.

         Section 9.6. Designation of Subsidiaries. RMC may designate any
Unrestricted Subsidiary (which was not previously designated a Restricted
Subsidiary) to be a Restricted Subsidiary and any Restricted Subsidiary to be an
Unrestricted Subsidiary by giving prompt written notice to the holders of the
Notes that the Board of Directors of RMC has made such designation, provided,
however, that no Unrestricted Subsidiary may be designated as a Restricted
Subsidiary and no Restricted Subsidiary may be designated as an Unrestricted
Subsidiary if, at the time of such action and after giving effect thereto, a
Default or Event of Default would exist. In addition to the foregoing, any
Restricted Subsidiary which has been designated as an Unrestricted Subsidiary in
accordance with the preceding sentence may not at any time thereafter again be
designated as a Restricted Subsidiary.


                                       22
<PAGE>


         Section 9.7. Ownership of RME. RMC will at all times directly own 100%
of all of the issued and outstanding capital stock (and any Securities
convertible at any time and from time into capital stock) of RME free and clear
of all Liens, it being understood that this Section 9.7 shall not be construed
to prevent a merger of RME into RMC as otherwise permitted by this Agreement.

SECTION 10.          NEGATIVE COVENANTS

         Each Obligor, jointly and severally, covenants that so long as any of
the Notes are outstanding:

     Section 10.1. Consolidated Funded Debt Maintenance Ratio. The Obligors will
not at any time permit Consolidated Funded Debt to exceed 65% of Consolidated
Total Capitalization.

        Section 10.2. Consolidated Adjusted Net Worth. The Obligors will not at
any time permit Consolidated Adjusted Net Worth to be an amount less than the
sum of (a) $215,000,000 plus (b) 25% of cumulative Consolidated Net Income for
each Specified Fiscal Period ending after December 31, 1999 provided that
notwithstanding that Consolidated Net Income for any elapsed Specified Fiscal
Period may be a deficit figure, no reduction as a result thereof shall be made
in the sum to be maintained pursuant hereto.

        Section 10.3. Fixed Charges Coverage Ratio. The Obligors will not at any
time permit the ratio of (a) Consolidated Net Income Available for Fixed Charges
for the immediately preceding four fiscal quarter period to (b) Consolidated
Fixed Charges (less Capitalized Interest) for such four fiscal quarter period to
be less than 1.50 to 1.0.

        Section 10.4. Limitations on Indebtedness. (a) The Obligors will not
create, assume, guarantee or otherwise incur or in any manner be or become
liable in respect of any Funded Debt, and will not permit any of their
Restricted Subsidiaries to create, assume, guarantee or otherwise incur or in
any manner be or become liable in respect of any Indebtedness, except:

                   (1)     Funded Debt evidenced by the Notes;

                    (2) Funded Debt of the Obligors and Indebtedness of
               Restricted Subsidiaries outstanding as of the date of the Closing
               and described on Schedule 5.15 hereto;


                                       23
<PAGE>


                    (3) Indebtedness of a Restricted Subsidiary to an Obligor in
               respect of which such Restricted Subsidiary is a Restricted
               Subsidiary or to a Wholly-owned Restricted Subsidiary;

                   (4) Funded Debt of the Obligors and Indebtedness of
         Restricted Subsidiaries, in each such case secured by Liens permitted
         by Section 10.5(a)(7), (8) or (9), provided that at the time of
         creation, issuance, assumption, guarantee or other incurrence thereof
         and after giving effect thereto and to the application of the proceeds
         thereof, no Default or Event of Default would exist;

                   (5) additional Funded Debt of RMC and Indebtedness of RME or
         any other Restricted Subsidiary, provided that at the time of creation,
         issuance, assumption, guarantee or other incurrence thereof and after
         giving effect thereto and to the application of the proceeds thereof:

                         (i) no Default or Event of Default would exist; and

                         (ii) in the case of the issuance of any Funded Debt of
                    RMC secured by Liens permitted by Section 10.5(a)(10) or the
                    issuance of Indebtedness of RME or any other Restricted
                    Subsidiary (other than Indebtedness of RME or any other
                    Restricted Subsidiary secured by Liens permitted by Sections
                    10.5(a)(7), (8) or (9) and RME Joint Indebtedness), the sum
                    of (A) all Funded Debt of RMC secured by Liens permitted by
                    Section 10.5(a)(10), plus (B) the aggregate amount of all
                    Indebtedness of RME and all other Restricted Subsidiaries
                    (other than RME Joint Indebtedness) incurred in accordance
                    with the provisions of this clause (ii) shall not exceed 10%
                    of Consolidated Total Assets.

         (b) Indebtedness issued or incurred in accordance with the limitations
of Section 10.4(a) may be renewed, extended or refunded (without increase in
principal amount remaining unpaid at the time of such renewal, extension or
refunding), provided that at the time of such renewal, extension or refunding
and after giving effect thereto, no Default or Event of Default would exist.

        Section 10.5. Limitation on Liens. (a) The Obligors will not, and will
not permit any of their respective Restricted Subsidiaries to, create or incur,
or suffer to be incurred or to exist, any Lien on its or their property or
assets, whether now owned or hereafter acquired, or upon any income or profits
therefrom, or transfer any property for the purpose of subjecting the same to
the payment of obligations in priority to the payment of its or their general
creditors, or acquire or agree to acquire, or permit any of their respective
Restricted Subsidiaries to acquire, any property or assets upon conditional
sales agreements or other title retention devices, except:


                                       -24-
<PAGE>


                   (1) Liens for property taxes and assessments or governmental
         charges or levies and Liens securing claims or demands of mechanics and
         materialmen, provided that payment thereof is not at the time required
         by Section 9.4;

                   (2) Liens of or resulting from any litigation or legal
         proceeding which are currently being contested in good faith by
         appropriate proceedings and for which the Obligors or the relevant
         Restricted Subsidiary shall have set aside on its books, reserves
         deemed by it to be adequate with respect thereto, unless the judgment
         they secure shall not have been stayed, bonded or discharged within 60
         days;

                   (3) Liens incidental to the conduct of business or the
         ownership of properties and assets (including Liens in connection with
         worker's compensation, unemployment insurance and other like laws,
         warehousemen's and attorneys' liens and statutory landlords' liens) and
         Liens to secure the performance of bids, tenders or trade contracts, or
         to secure statutory obligations, surety or appeal bonds or other Liens
         of like general nature, in any such case incurred in the ordinary
         course of business and not in connection with the borrowing of money,
         which in any such case would not materially and adversely affect the
         properties, business, prospects, profits or condition (financial or
         otherwise) of the Obligors and their Restricted Subsidiaries, provided
         in each case, the obligation secured is not overdue or, if overdue, is
         being contested in good faith by appropriate actions or proceedings;

                   (4) minor survey exceptions or minor encumbrances, easements
         or reservations, or rights of others for rights-of-way, utilities and
         other similar purposes, or zoning or other restrictions as to the use
         of real properties, which are necessary for the conduct of the
         activities of the Obligors and their Restricted Subsidiaries or which
         customarily exist on properties of corporations engaged in similar
         activities and similarly situated and which do not in any event
         materially impair their use in the operation of the business of the
         Obligors and their Restricted Subsidiaries;

                   (5) Liens securing Indebtedness of a Restricted Subsidiary to
         an Obligor in respect of which such Restricted Subsidiary is a
         Restricted Subsidiary of such Obligor or to another Wholly-owned
         Restricted Subsidiary of such Obligor;

                   (6)     Liens existing as of the date of the Closing and
         described on Schedule 5.15 hereto;

                   (7) Liens created or incurred after the date of the Closing
         given to secure the payment of the purchase price incurred in
         connection with the acquisition or purchase of real or personal
         property or the cost of construction or improvements to real or
         personal property, in any such case, useful and intended to be used in
         carrying on the business of an Obligor or any of its respective
         Restricted Subsidiaries, provided that (i) the Lien shall attach solely
         to the real or personal property acquired, purchased, constructed or
         improved, (ii) such Lien shall have been created or incurred within 270
         days after the date of acquisition or purchase or the date of
         completion of construction or improvement of such real or personal
         property, as the case may be, and (iii) at the time of the imposition
         of the Lien, the aggregate amount remaining unpaid on all Indebtedness
         secured by Liens on such real or personal property, as the case may be
         (whether or not assumed by an Obligor or any of its respective
         Restricted Subsidiaries) shall not exceed an amount equal to the lesser
         of the total acquisition or purchase price or cost of construction or
         improvement, as the case may be, or fair market value of such real or
         personal property (as determined in good faith by the Board of
         Directors of such Obligor);


                                       -25-
<PAGE>

                   (8) Liens affixed on real or personal property (including
         without limitation outstanding shares of capital stock and
         Indebtedness) of any entity at the time such entity becomes a
         Restricted Subsidiary given to secure the payment of the purchase price
         incurred in connection with the acquisition of such entity by an
         Obligor or any of its respective Restricted Subsidiaries; provided that
         (i) the Lien shall attach solely to such real or personal property,
         (ii) such Lien shall have been created or incurred substantially
         concurrently with such acquisition or purchase, and (iii) at the time
         of acquisition or purchase of such Restricted Subsidiary, the aggregate
         amount of Indebtedness secured by Liens on such real or personal
         property (whether or not assumed by such Obligor or such Restricted
         Subsidiary) shall not exceed an amount equal to the lesser of the
         purchase price or fair market value of such real property or such
         personal property (as determined in good faith by the Board of
         Directors of such Obligor);

                   (9) Liens affixed on real or personal property existing (i)
         at the time of acquisition thereof, whether or not the Indebtedness
         secured thereby is assumed by an Obligor or any of its respective such
         Restricted Subsidiaries, or (ii) on the property or outstanding shares
         of a corporation at the time such corporation is merged into or
         consolidated with such Obligor or such Restricted Subsidiary or at the
         time of a sale, lease or other disposition of the properties or
         outstanding shares or Indebtedness of a corporation or firm as an
         entirety to such Obligor or such Restricted Subsidiary; provided that
         the amount of Indebtedness secured by such Liens shall not exceed an
         amount equal to the lesser of the acquisition or purchase price or fair
         market value of such real or personal property (as determined in good
         faith by the Board of Directors of such Obligor);

                  (10) Liens created or incurred after the date of the Closing
         given to secure Indebtedness of an Obligor or Indebtedness of any of
         its respective Restricted Subsidiaries in addition to the Liens
         permitted by the preceding clauses (1) through (9) hereof, provided
         that all Indebtedness secured by such new Liens incurred after the date
         of the Closing shall have been incurred within the limitations provided
         in Section 10.4(a)(5); and

                  (11) any extension, renewal or refunding of any Lien permitted
         by the preceding clauses (5) through (10) of this Section 10.5 in
         respect of the same property theretofore subject to such Lien in
         connection with the extension, renewal or refunding of the Indebtedness
         secured thereby; provided that (1) such extension, renewal or refunding
         of Indebtedness shall be without increase in the principal amount
         remaining unpaid as of the date of such extension, renewal or
         refunding, (2) such Lien shall attach solely to the same such property,
         and (3) the principal amount remaining unpaid as of the date of such
         extension, renewal or refunding of Indebtedness is less than or equal
         to the fair market value of the property (determined in good faith by
         the Board or Directors of the Obligors) to which such Lien is attached.


                                       -26-
<PAGE>


         (b) In the event that any property, asset or income or profits
therefrom is subjected to a Lien not expressly enumerated in this Section 10.5,
the Obligors will make or cause to be made provision whereby the Notes will be
secured equally and ratably with all other obligations secured thereby and
concurrently therewith the Obligors shall furnish to the holders of the Notes
documentation reasonably satisfactory to the holders of at least 66-2/3% of the
aggregate principal amount of the Notes at the time outstanding, including, but
not limited to, an opinion of independent counsel to such effect in scope and
form reasonably satisfactory to such holders, and in any case, without limiting
the foregoing requirements, if the Obligors fail to make such provision to
secure the Notes equally and ratably with such other obligations, the Notes
shall in any event have the benefit, to the full extent that, and with such
priority as, the holders may be entitled thereto under applicable law, of an
equitable Lien securing the Notes on such property, asset, income or profit.

        Section 10.6.    [Reserved.]

        Section 10.7. Mergers, Consolidations and Sales of Assets. (a) The
Obligors will not, and will not permit any of their respective Restricted
Subsidiaries to, consolidate with or be a party to a merger with any other
corporation, or sell, lease or otherwise dispose of all or substantially all of
its assets; provided that:

                   (1) any Restricted Subsidiary may merge or consolidate with
         or into any Obligor or any Wholly-owned Restricted Subsidiary so long
         as in any merger or consolidation involving an Obligor, such Obligor
         shall be the surviving or continuing corporation;

                   (2) RMC may consolidate or merge with or into any other
         corporation if (i) the corporation which results from such
         consolidation or merger (the "surviving corporation") is organized
         under the laws of any state of the United States or the District of
         Columbia, (ii) the due and punctual payment of the principal of and
         premium, if any, and interest on all of the Notes, according to their
         tenor, and the due and punctual performance and observation of all of
         the covenants in the Notes, this Agreement and any Supplement to be
         performed or observed by RMC are expressly assumed in writing by the
         surviving corporation and the surviving corporation shall furnish to
         the holders of the Notes an opinion of counsel satisfactory to such
         holders to the effect that the instrument of assumption has been duly
         authorized, executed and delivered and constitutes the legal, valid and
         binding contract and agreement of the surviving corporation enforceable
         in accordance with its terms, except as enforcement of such terms may
         be limited by bankruptcy, insolvency, reorganization, moratorium and
         similar laws affecting the enforcement of creditors' rights generally
         and by general equitable principles, (iii) RME shall confirm in writing
         its obligations under and in respect of the Notes, this Agreement and
         any Supplement, and (iv) at the time of such consolidation or merger
         and immediately after giving effect thereto, no Default or Event of
         Default would exist;

                   (3) RMC may sell or otherwise dispose of all or substantially
         all of its assets (other than stock and Indebtedness of a Restricted
         Subsidiary, which may only be sold or otherwise disposed of pursuant to
         Section 10.7(c)) to any Person for consideration which represents the
         fair market value of such assets (as determined in good faith by the
         Board of Directors of RMC, a copy of which determination, certified by
         the Secretary or an Assistant Secretary of RMC, shall have been
         furnished to the holders of the Notes) at the time of such sale or
         other disposition if (i) the acquiring Person is a corporation
         organized under the laws of any state of the United States or the
         District of Columbia, (ii) the due and punctual payment of the
         principal of and premium, if any, and interest on all the Notes,
         according to their tenor, and the due and punctual performance and
         observance of all of the covenants in the Notes, in this Agreement and
         in any Supplement to be performed or observed by RMC are expressly
         assumed in writing by the acquiring corporation and the acquiring
         corporation shall furnish to the holders of the Notes an opinion of
         counsel satisfactory to such holders to the effect that the instrument
         of assumption has been duly authorized, executed and delivered and
         constitutes the legal, valid and binding contract and agreement of such
         acquiring corporation enforceable in accordance with its terms, except
         as enforcement of such terms may be limited by bankruptcy, insolvency,
         reorganization, moratorium and similar laws affecting the enforcement
         of creditors' rights generally and by general equitable principles,
         (iii) RME shall have confirmed in writing its obligations under and in
         respect of the Notes, this Agreement and any Supplement, and (iv) at
         the time of such sale or disposition and immediately after giving
         effect thereto, no Default or Event of Default would exist.


                                      -27-
<PAGE>


         (b) The Obligors will not, and will not permit any of their respective
Restricted Subsidiaries to, sell, lease, transfer, abandon or otherwise dispose
of assets (except assets sold or leased in the ordinary course of business for
fair market value and except as provided in Section 10.7(a)(3)); provided that
the foregoing restrictions do not apply to:

          (1) the sale, lease, transfer or other disposition of assets of a
     Restricted Subsidiary to an Obligor or a Wholly-owned Restricted
     Subsidiary; or

          (2) the transfer made as a capital contribution to a corporation,
     partnership, limited partnership or limited liability company of certain
     real property used, or to be used, to grow grapes which is owned by an
     Obligor or a Restricted Subsidiary, provided that the power to direct or
     cause the direction of the management, operations and policies of such
     transferee entity is held by an Obligor or a Wholly-owned Restricted
     Subsidiary; or

          (3) the sale, lease, transfer or other disposition of any fixed asset
     of an Obligor or a Restricted Subsidiary the book value of which at the
     time of such sale, lease, transfer or other disposition shall be less than
     $1,000,000; provided that in the opinion of the Board of Directors of such
     Obligor (i) the sale is for fair value and is in the best interests of such
     Obligor and (ii) such sale, lease, transfer or other disposition is not
     part of a plan by the Obligors to divest themselves of fixed assets (in
     which event such sale, lease, transfer or other disposition shall be made
     within the limitations of Sections 10.7(a)(3), (b)(6) or (c)(3)); or


                                      -28-
<PAGE>


                   (4) the sale or transfer of assets of an Obligor or a
         Restricted Subsidiary whenever it is determined in the good faith
         judgment of the Board of Directors of such Obligor that such assets are
         obsolete, worn-out or without economic value to such Obligor or any of
         its Restricted Subsidiaries; or

                   (5) the exchange in an arm's-length transaction of assets,
         provided that (i) the assets acquired by an Obligor or its Restricted
         Subsidiaries in connection with such exchange shall have a fair market
         value (as determined in good faith by the Board of Directors of such
         Obligor) equal to or greater than the fair market value of the assets
         disposed of by such Obligor or any of its Restricted Subsidiaries in
         connection with such exchange, (ii) the assets acquired by such Obligor
         or any of its Restricted Subsidiaries in connection with such exchange
         shall be similar in nature to the assets sold or otherwise disposed of
         in connection with such exchange, and (iii) the assets so acquired are
         free and clear of any Lien (other than Liens permitted by Section 10.5)
         and are useful and intended to be used in the business of such Obligor
         and its Restricted Subsidiaries as described in Section 10.8; or

               (6) the sale of such assets for cash or other property to a
          Person or Persons if all of the following conditions are met:

                            (i) such assets (valued at net book value) do not,
                  together with all other assets of the Obligors and their
                  respective Restricted Subsidiaries previously disposed of
                  during the same fiscal year (other than in the ordinary course
                  of business), exceed 10% of Consolidated Total Assets
                  determined as of the end of the immediately preceding fiscal
                  quarter;

                         (ii) in the opinion of the Board of Directors of RMC,
                    the sale is for fair value and is in the best interests of
                    the Obligors; and

                         (iii) immediately after the consummation of the
                    transaction and after giving effect thereto, no Default or
                    Event of Default would exist;

         provided, however, that for purposes of the foregoing calculation,
         there shall not be included any assets the proceeds of which were or
         are (x) immediately after the consummation of such sale deposited in an
         escrow account with a depository institution or trust company of the
         character described in clause (g) of the definition of "Restricted
         Investments" contained in Schedule B acting as escrow agent, (y)
         invested in Investments of the character described in clauses (e), (f)
         and (g) of said definition of "Restricted Investments," and (z) applied
         within twelve months of the date of sale of such assets to either (A)
         the acquisition of fixed assets useful and intended to be used in the
         operation of the business of an Obligor and its respective Restricted
         Subsidiaries as described in Section 10.8 and having a fair market
         value (as determined in good faith by the Board of Directors of such
         Obligor) at least equal to that of the assets so disposed of and/or (B)
         the prepayment at any applicable prepayment premium, on a pro rata
         basis, of Senior Indebtedness of the Obligors. It is understood and
         agreed by the Obligors that any optional prepayment of the Notes as
         hereinabove provided shall be made pursuant to an Asset Disposition
         Prepayment Offer as and to the extent provided in Section 8.3.


                                      -29-
<PAGE>


         Computations pursuant to this Section 10.7(b) shall include
dispositions made pursuant to Section 10.7(c) and computations pursuant to
Section 10.7(c) shall include dispositions made pursuant to this Section
10.7(b).

         (c) The Obligors will not, and will not permit any Restricted
Subsidiary to, sell, pledge or otherwise dispose of any shares of the stock
(including as "stock" for the purposes of this Section any options or warrants
to purchase stock or other Securities exchangeable for or convertible into
stock) of a Restricted Subsidiary (said stock, options, warrants and other
Securities herein called "Subsidiary Stock") or any Indebtedness of any
Restricted Subsidiary, nor will any Restricted Subsidiary issue, sell, pledge or
otherwise dispose of any shares of its own Subsidiary Stock, provided that the
foregoing restrictions do not apply to:

                   (1)     the issue of directors' qualifying shares; or

                   (2)     the issue of Subsidiary Stock to RMC; or

                   (3) the sale or other disposition at any one time to a Person
         (other than directly or indirectly to an Affiliate) of the entire
         Investment of the Obligors and their respective Restricted Subsidiaries
         in any Restricted Subsidiary if all of the following conditions are
         met:

                            (i) the assets (valued at net book value) of such
                  Restricted Subsidiary do not, together with all other assets
                  of the Obligors and their respective Restricted Subsidiaries
                  previously disposed of during the same fiscal year (other than
                  in the ordinary course of business), exceed 10% of
                  Consolidated Total Assets determined as of the end of the
                  immediately preceding fiscal quarter;

                         (ii) in the opinion of the Board of Directors of RMC,
                    the sale is for fair value and is in the best interests of
                    the Obligors;

                          (iii) immediately after the consummation of the
                  transaction and after giving effect thereto, such Restricted
                  Subsidiary shall have no Indebtedness of or continuing
                  Investment in the capital stock of the Obligors or of any of
                  their respective Restricted Subsidiaries and any such
                  Indebtedness or Investment shall have been discharged or
                  acquired, as the case may be, by an Obligor or any of its
                  Restricted Subsidiaries; and

                         (iv) immediately after the consummation of the
                    transaction and after giving effect thereto, no Default or
                    Event of Default would exist;

         provided, however, that for purposes of the foregoing calculation,
         there shall not be included any assets of any Subsidiary so disposed of
         the proceeds of which were or are (x) deposited immediately after the
         consummation of such sale in an escrow account with a depository
         institution or trust company of the character described in clause (g)
         of the definition of "Restricted Investments" contained in Schedule B
         acting as escrow agent, (y) invested in Investments of the character
         described in clauses (e), (f) and (g) of said definition of "Restricted
         Investments," and (z) applied within twelve months of the date of sale
         of such assets to either (A) the acquisition of fixed assets useful and
         intended to be used in the operation of the business of an Obligor and
         its respective Restricted Subsidiaries as described in Section 10.8 and
         having a fair market value (as determined in good faith by the Board of
         Directors of such Obligor) at least equal to that of the assets so
         disposed of and/or (B) the prepayment at any applicable prepayment
         premium, on a pro rata basis, of Senior Indebtedness of the Obligors.
         It is understood and agreed by the Obligors that any optional
         prepayment of the Notes as hereinabove provided shall be made pursuant
         to an Asset Disposition Prepayment Offer as and to the extent provided
         in Section 8.3.


                                       -30-
<PAGE>


         Computations pursuant to this Section 10.7(c) shall include
dispositions made pursuant to Section 10.7(b) and computations pursuant to
Section 10.7(b) shall include dispositions made pursuant to this Section
10.7(c).

        Section 10.8. Nature of Business. Neither Obligor nor any of their
respective Restricted Subsidiaries will engage in any business if, as a result,
the general nature of the business, taken on a consolidated basis, which would
then be engaged in by the Obligors and their Restricted Subsidiaries would be
substantially changed from the general nature of the business engaged in by the
Obligors and their Restricted Subsidiaries as described in the Offering
Materials.

     Section 10.9. Guaranties. The Obligors will not, and will not permit any of
their respective Restricted Subsidiaries to, become or be liable in respect of
any Guaranty except Guaranties by an Obligor which are limited in amount to a
stated maximum dollar exposure or which constitute Guaranties of obligations
incurred by any Restricted Subsidiary in compliance with the provisions of this
Agreement and any Supplement.

     Section 10.10. Transactions with Affiliates. Neither Obligor will, nor will
either Obligor permit any Restricted Subsidiary to enter into directly or
indirectly any transaction or Material group of related transactions (including
without limitation the purchase, lease, sale or exchange of properties of any
kind or the rendering of any service) with any Affiliate (other than an Obligor
or another Restricted Subsidiary), except in the ordinary course and pursuant to
the reasonable requirements of an Obligor's or such Restricted Subsidiary's
business and upon fair and reasonable terms no less favorable to such Obligor or
such Subsidiary than would be obtainable in a comparable arm's-length
transaction with a Person not an Affiliate; provided that the Specified Joint
Venture Agreements, as in effect on the date of the Closing, shall be excluded
from the requirements of this Section 10.10.


                                       -31-
<PAGE>


SECTION 11.          EVENTS OF DEFAULT

         An "Event of Default" shall exist if any of the following conditions or
events shall occur and be continuing:

                   (a) the Obligors default in the payment of any principal or
         Make-Whole Amount, if any, on any Note when the same becomes due and
         payable, whether at maturity or at a date fixed for prepayment or by
         declaration or otherwise, provided that in the case of any Default
         pursuant to this Section 11(a) which is caused by the breakdown of any
         electronic payment system utilized by the Obligors and authorized by
         the holders of the Notes, the cause of which is not related to any act
         or omission on the part of the Obligors, then and in such event, but
         only in such event, the Obligors shall have two Business Days following
         the date of such Default to cure the same; or

               (b) the Obligors default in the payment of any interest on any
          Note for more than five Business Days after the same becomes due and
          payable; or

               (c) the Obligors default in the performance of or compliance with
          any term contained in Section 7.1(e) or Section 10; or

                   (d) the Obligors default in the performance of or compliance
         with any term contained herein or in any Supplement (other than those
         referred to in paragraphs (a), (b) and (c) of this Section 11) and such
         default is not remedied within 30 days after the earlier of (i) a
         Responsible Officer of either of the Obligors obtaining actual
         knowledge of such default and (ii) either Obligor receiving written
         notice of such default from any holder of a Note (any such written
         notice to be identified as a "notice of default" and to refer
         specifically to this paragraph (d) of Section 11), provided that in the
         case of any Default pursuant to this Section 11(d) which cannot with
         due diligence be cured within such 30-day period, if the Obligors shall
         commence promptly to cure the same and thereafter prosecute the curing
         of such Default with due diligence, the time within which to cure such
         Default shall be extended for such period as may be necessary to effect
         such cure but in no event more than 30 additional days; or

                   (e) any representation or warranty made in writing by or on
         behalf of either Obligor or by any officer of either Obligor in this
         Agreement or any Supplement or in any writing furnished in connection
         with the transactions contemplated hereby proves to have been false or
         incorrect in any Material respect on the date as of which made; or


                                       32
<PAGE>


                   (f) (i) either Obligor or any Restricted Subsidiary is in
         default (as principal or as guarantor or other surety) in the payment
         of any principal of or premium or make-whole amount or interest on any
         Indebtedness that is outstanding in an aggregate principal amount of at
         least $5,000,000 beyond any period of grace provided with respect
         thereto, or (ii) either Obligor or any Restricted Subsidiary is in
         default in the performance of or compliance with any term of any
         evidence of any Indebtedness in an aggregate outstanding principal
         amount of at least $5,000,000 or of any mortgage, indenture or other
         agreement relating thereto or any other condition exists, and as a
         consequence of such default or condition such Indebtedness has become,
         or has been declared, due and payable before its stated maturity or
         before its regularly scheduled dates of payment, or (iii) as a
         consequence of the occurrence or continuation of any event or condition
         (other than the passage of time or the right of the holder of
         Indebtedness to convert such Indebtedness into equity interests),
         either Obligor or any Restricted Subsidiary has become obligated to
         purchase or repay Indebtedness before its regular maturity or before
         its regularly scheduled dates of payment in an aggregate outstanding
         principal amount of at least $5,000,000; or

                   (g) either Obligor or any Restricted Subsidiary (i) is
         generally not paying, or admits in writing its inability to pay, its
         debts as they become due, (ii) files, or consents by answer or
         otherwise to the filing against it of, a petition for relief or
         reorganization or arrangement or any other petition in bankruptcy, for
         liquidation or to take advantage of any bankruptcy, insolvency,
         reorganization, moratorium or other similar law of any jurisdiction,
         (iii) makes an assignment for the benefit of its creditors, (iv)
         consents to the appointment of a custodian, receiver, trustee or other
         officer with similar powers with respect to it or with respect to any
         substantial part of its property, (v) is adjudicated as insolvent or to
         be liquidated, or (vi) takes corporate action for the purpose of any of
         the foregoing; or

                   (h) a court or governmental authority of competent
         jurisdiction enters an order appointing, without consent by an Obligor
         or any of its Subsidiaries, a custodian, receiver, trustee or other
         officer with similar powers with respect to it or with respect to any
         substantial part of its property, or constituting an order for relief
         or approving a petition for relief or reorganization or any other
         petition in bankruptcy or for liquidation or to take advantage of any
         bankruptcy or insolvency law of any jurisdiction, or ordering the
         dissolution, winding-up or liquidation of an Obligor or any of its
         Subsidiaries, or any such petition shall be filed against an Obligor or
         any of its Subsidiaries and such petition shall not be dismissed within
         60 days; or

                   (i) a final judgment or judgments for the payment of money
         aggregating in excess of $5,000,000 are rendered against one or more of
         the Obligors and its Subsidiaries and which judgments are not, within
         60 days after entry thereof, bonded, discharged or stayed pending
         appeal, or are not discharged within 60 days after the expiration of
         such stay; or


                                       33
<PAGE>


                   (j) if (i) any Plan shall fail to satisfy the minimum funding
         standards of ERISA or the Code for any plan year or part thereof or a
         waiver of such standards or extension of any amortization period is
         sought or granted under Section 412 of the Code, (ii) a notice of
         intent to terminate any Plan shall have been or is reasonably expected
         to be filed with the PBGC or the PBGC shall have instituted proceedings
         under Section 4042 of ERISA to terminate or appoint a trustee to
         administer any Plan or the PBGC shall have notified either Obligor or
         any ERISA Affiliate that a Plan may become a subject of any such
         proceedings, (iii) the aggregate "amount of unfunded benefit
         liabilities" (within the meaning of Section 4001(a)(18) of ERISA) under
         all Plans, determined in accordance with Title IV of ERISA, shall
         exceed $5,000,000, (iv) either Obligor or any ERISA Affiliate shall
         have incurred or is reasonably expected to incur any liability pursuant
         to Title I or IV of ERISA or the penalty or excise tax provisions of
         the Code relating to employee benefit plans, (v) either Obligor or any
         ERISA Affiliate withdraws from any Multiemployer Plan, or (vi) either
         Obligor or any Subsidiary establishes or amends any employee welfare
         benefit plan that provides post-employment welfare benefits in a manner
         that would increase the liability of either Obligor or any Subsidiary
         thereunder; and any such event or events described in clauses (i)
         through (vi) above, either individually or together with any other such
         event or events, could reasonably be expected to have a Material
         Adverse Effect.

As used in Section 11(j), the terms "employee benefit plan" and "employee
welfare benefit plan" shall have the respective meanings assigned to such terms
in Section 3 of ERISA.

SECTION 12.      REMEDIES ON DEFAULT, ETC

     Section 12.1. Acceleration. (a) If an Event of
Default with respect to the Obligors described in paragraph (g) or (h) of
Section 11 (other than an Event of Default described in clause (i) of paragraph
(g) or described in clause (vi) of paragraph (g) by virtue of the fact that such
clause encompasses clause (i) of paragraph (g)) has occurred, all the Notes of
every series then outstanding shall automatically become immediately due and
payable.

         (b) If any other Event of Default has occurred and is continuing, any
holder or holders of more than 66-2/3% in principal amount of the Notes of any
series at the time outstanding may at any time at its or their option, by notice
or notices to the Obligors, declare all the Notes of such series then
outstanding to be immediately due and payable.

         (c) If any Event of Default described in paragraph (a) or (b) of
Section 11 has occurred and is continuing with respect to any series of Notes,
any holder or holders of Notes at the time outstanding affected by such Event of
Default may at any time, at its or their option, by notice or notices to the
Obligors, declare all the Notes of such series held by it or them to be
immediately due and payable.

         Upon any Note's becoming due and payable under this Section 12.1,
whether automatically or by declaration, such Note will forthwith mature and the
entire unpaid principal amount of such Note, plus (i) all accrued and unpaid
interest thereon and (ii) the Make-Whole Amount determined in respect of such
principal amount (to the full extent permitted by applicable law), shall all be
immediately due and payable, in each and every case without presentment, demand,
protest or further notice, all of which are hereby waived. The Obligors
acknowledge, and the parties hereto agree, that each holder of a Note has the
right to maintain its investment in the Notes free from repayment by the
Obligors (except as herein specifically provided for) and that the provision for
payment of a Make-Whole Amount by the Obligors in the event that the Notes are
prepaid or are accelerated as a result of an Event of Default, is intended to
provide compensation for the deprivation of such right under such circumstances.


                                       34
<PAGE>


     Section 12.2. Other Remedies. If any Default or Event of Default has
occurred and is continuing, and irrespective of whether any Notes have become or
have been declared immediately due and payable under Section 12.1, the holder of
any Note at the time outstanding may proceed to protect and enforce the rights
of such holder by an action at law, suit in equity or other appropriate
proceeding, whether for the specific performance of any agreement contained
herein, in any Supplement or in any Note, or for an injunction against a
violation of any of the terms hereof or thereof, or in aid of the exercise of
any power granted hereby or thereby or by law or otherwise.

     Section 12.3. Rescission. At any time after any Notes of any series have
been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the
holders of not less than 66-2/3% in principal amount of the Notes of such series
then outstanding, by written notice to the Obligors, may rescind and annul any
such declaration and its consequences if (a) the Obligors have paid all overdue
interest on the Notes of such series, all principal of and Make-Whole Amount, if
any, on any Notes of such series that are due and payable and are unpaid other
than by reason of such declaration, and all interest on such overdue principal
and Make-Whole Amount, if any, and (to the extent permitted by applicable law)
any overdue interest in respect of the Notes of such series, at the Default
Rate, (b) all Events of Default and Defaults, other than non-payment of amounts
that have become due solely by reason of such declaration, have been cured or
have been waived pursuant to Section 17, and (c) no judgment or decree has been
entered for the payment of any monies due pursuant hereto or to any Notes. No
rescission and annulment under this Section 12.3 will extend to or affect any
subsequent Event of Default or Default or impair any right consequent thereon.

     Section 12.4. No Waivers or Election of Remedies, Expenses, EtcS. No course
of dealing and no delay on the part of any holder of any Note in exercising any
right, power or remedy shall operate as a waiver thereof or otherwise prejudice
such holder's rights, powers or remedies. No right, power or remedy conferred by
this Agreement, in any Supplement or by any Note upon any holder thereof shall
be exclusive of any other right, power or remedy referred to herein or therein
or now or hereafter available at law, in equity, by statute or otherwise.
Without limiting the obligations of the Obligors under Section 15, the Obligors
will pay to the holder of each Note on demand such further amount as shall be
sufficient to cover all costs and expenses of such holder incurred in any
enforcement or collection under this Section 12, including, without limitation,
reasonable attorneys' fees, expenses and disbursements.



                                       35
<PAGE>


SECTION 13.  REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES

     Section 13.1. Registration of Notes. RMC, as agent and attorney-in-fact for
the Obligors pursuant to this Section 13 and Section 14 shall keep at its
principal executive office a register for the registration and registration of
transfers of Notes. The name and address of each holder of one or more Notes,
each transfer thereof and the name and address of each transferee of one or more
Notes shall be registered in such register. Prior to due presentment for
registration of transfer, the Person in whose name any Note shall be registered
shall be deemed and treated as the owner and holder thereof for all purposes
hereof, and the Obligors shall not be affected by any notice or knowledge to the
contrary. The Obligors shall give to any holder of a Note that is an
Institutional Investor promptly upon request therefor, a complete and correct
copy of the names and addresses of all registered holders of Notes.

     Section 13.2. Transfer and Exchange of Notes. Upon surrender of any Note at
the principal executive office of RMC for registration of transfer or exchange
(and in the case of a surrender for registration of transfer, duly endorsed or
accompanied by a written instrument of transfer duly executed by the registered
holder of such Note or its attorney duly authorized in writing and accompanied
by the address for notices of each transferee of such Note or part thereof), the
Obligors shall execute and deliver, at the Obligors' expense (except as provided
below), one or more new Notes (as requested by the holder thereof) of an
identical series (and of an identical tranche if such series has separate
tranches) in exchange therefor, in an aggregate principal amount equal to the
unpaid principal amount of the surrendered Note. Each such new Note shall be
payable to such Person as such holder may request and shall be substantially in
the form of the Note of such series originally issued hereunder or pursuant to
any Supplement. Each such new Note shall be dated and bear interest from the
date to which interest shall have been paid on the surrendered Note or dated the
date of the surrendered Note if no interest shall have been paid thereon. The
Obligors may require payment of a sum sufficient to cover any stamp tax or
governmental charge imposed in respect of any such transfer of Notes. Notes
shall not be transferred in denominations of less than $100,000, provided that
if necessary to enable the registration of transfer by a holder of its entire
holding of Notes, one Note may be in a denomination of less than $100,000. Any
transferee, by its acceptance of a Note registered in its name (or the name of
its nominee), shall be deemed to have made the representation set forth in
Section 6.2, provided that such holder may (in reliance upon information
provided by the Obligors, which shall not be unreasonably withheld) make a
representation to the effect that the purchase by such holder of any Note will
not constitute a non-exempt prohibited transaction under Section 406(a) of
ERISA.

     Section 13.3. Replacement of Notes. Upon receipt by the Obligors of
evidence reasonably satisfactory to them of the ownership of and the loss,
theft, destruction or mutilation of any Note (which evidence shall be, in the
case of an Institutional Investor, notice from such Institutional Investor of
such ownership and such loss, theft, destruction or mutilation), and

                  (a) in the case of loss, theft or destruction, of indemnity
         reasonably satisfactory to it (provided that if the holder of such Note
         is, or is a nominee for, an original Purchaser or another holder of a
         Note with a minimum net worth of at least $50,000,000, such Person's
         own unsecured agreement of indemnity shall be deemed to be
         satisfactory), or

                  (b) in the case of mutilation, upon surrender and cancellation
         thereof,


                                       36
<PAGE>


the Obligors at their own expense shall execute and deliver, in lieu thereof, a
new Note of an identical series (and of an identical tranche if such series has
separate tranches), dated and bearing interest from the date to which interest
shall have been paid on such lost, stolen, destroyed or mutilated Note or dated
the date of such lost, stolen, destroyed or mutilated Note if no interest shall
have been paid thereon.

SECTION 14.          PAYMENTS ON NOTES

     Section 14.1. Place of Payment. Subject to Section 14.2, payments of
principal, Make-Whole Amount, if any, and interest becoming due and payable on
the Notes shall be made in Oakville, California at the principal office of RMC
in such jurisdiction. The Obligors may at any time, by notice to each holder of
a Note, change the place of payment of the Notes so long as such place of
payment shall be either the principal office of an Obligor in such jurisdiction
or the principal office of a bank or trust company in such jurisdiction.

     Section 14.2. Home Office Payment. So long as any Purchaser or such
Purchaser's nominee shall be the holder of any Note, and notwithstanding
anything contained in Section 14.1 or in such Note to the contrary, the Obligors
will pay all sums becoming due on such Note for principal, Make-Whole Amount, if
any, and interest by the method and at the address specified for such purpose
for such Purchaser on Schedule A hereto or Schedule A attached to any
Supplement, or by such other method or at such other address as such Purchaser
shall have from time to time specified to the Obligors in writing for such
purpose, without the presentation or surrender of such Note or the making of any
notation thereon, except that upon written request of the Obligors made
concurrently with or reasonably promptly after payment or prepayment in full of
any Note, such Purchaser shall surrender such Note for cancellation, reasonably
promptly after any such request, to RMC at its principal executive office or at
the place of payment most recently designated by the Obligors pursuant to
Section 14.1. Prior to any sale or other disposition of any Note held by any
Purchaser or such Purchaser's nominee such Purchaser will, at its election,
either endorse thereon the amount of principal paid thereon and the last date to
which interest has been paid thereon or surrender such Note to the Obligors in
exchange for a new Note or Notes pursuant to Section 13.2. The Obligors will
afford the benefits of this Section 14.2 to any Institutional Investor that is
the direct or indirect transferee of any Note.


                                       37
<PAGE>


SECTION 15.          EXPENSES, ETC

     Section 15.1. Transaction Expenses. Whether or not the transactions
contemplated hereby are consummated, the Obligors will pay all costs and
expenses (including reasonable attorneys' fees of a special counsel and, if
reasonably required, local or other counsel) incurred by each Purchaser and each
other holder of a Note in connection with such transactions and in connection
with any amendments, waivers or consents under or in respect of this Agreement
(including any Supplement) or the Notes (whether or not such amendment, waiver
or consent becomes effective), including, without limitation: (a) the costs and
expenses incurred in enforcing or defending (or determining whether or how to
enforce or defend) any rights under this Agreement (including any Supplement) or
the Notes or in responding to any subpoena or other legal process or informal
investigative demand issued in connection with this Agreement (including any
Supplement) or the Notes, or by reason of being a holder of any Note, and (b)
the costs and expenses, including financial advisors' fees, incurred in
connection with the insolvency or bankruptcy of the Obligors or any Subsidiary
or in connection with any work-out or restructuring of the transactions
contemplated hereby and by the Notes. The Obligors will pay, and will save each
Purchaser and each other holder of a Note harmless from, all claims in respect
of any fees, costs or expenses if any, of brokers and finders (other than those
retained by the Purchasers).

         Section 15.2. Survival.

         The obligations of the Obligors under this Section 15 will survive the
payment or transfer of any Note, the enforcement, amendment or waiver of any
provision of this Agreement, any Supplement or the Notes, and the termination of
this Agreement or any Supplement.

SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT

         All representations and warranties contained herein or in any
Supplement shall survive the execution and delivery of this Agreement, such
Supplement and the Notes, the purchase or transfer by any Purchaser or any
Additional Purchaser of any Note or portion thereof or interest therein may be
relied upon by any subsequent holder of a Note, regardless of any investigation
made at any time by or on behalf of any Purchaser or any Additional Purchaser or
any other holder of a Note. All statements contained in any certificate or other
instrument delivered by or on behalf of the Obligors pursuant to this Agreement
or any Supplement shall be deemed representations and warranties of the Obligors
under this Agreement. Subject to the preceding sentence, this Agreement
(including every Supplement) and the Notes embody the entire agreement and
understanding between the Purchasers and the Additional Purchasers and the
Obligors and supersede all prior agreements and understandings relating to the
subject matter hereof.


                                       38
<PAGE>


SECTION 17.          AMENDMENT AND WAIVER

     Section 17.1. Requirements. (a) This Agreement (including any Supplement)
and the Notes may be amended, and the observance of any term hereof or of the
Notes may be waived (either retroactively or prospectively), with (and only
with) the written consent of the Obligors and the holders of Notes holding more
than 66-2/3% in aggregate principal amount of the Notes of each series at the
time outstanding, except that (a) no amendment or waiver of any of the
provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it
is used therein), will be effective as to any Purchaser unless consented to by
such Purchaser in writing, and (b) no such amendment or waiver may, without the
written consent of all of the holders of Notes of each series at the time
outstanding affected thereby, (i) subject to the provisions of Section 12
relating to acceleration or rescission, change the amount or time of any
prepayment or payment of principal of, or reduce the rate or change the time of
payment or method of computation of interest or of the Make-Whole Amount on, the
Notes of each such series, (ii) change the percentage of the principal amount of
the Notes the holders of which are required to consent to any such amendment or
waiver, or (iii) amend any of Sections 8, 11(a), 11(b), 12, 17 or 20.

         (b) Supplements. Notwithstanding anything to the contrary contained
herein, the Obligors may enter into any Supplement providing for the issuance of
one or more series of Additional Notes consistent with Sections 2.2 and 4.11
hereof without obtaining the consent of any holder of any other series of Notes.

 Section 17.2.    Solicitation of Holders of Notes

         (a) Solicitation. The Obligors will provide each holder of the Notes
(irrespective of the amount of Notes then owned by it) with sufficient
information, sufficiently far in advance of the date a decision is required, to
enable such holder to make an informed and considered decision with respect to
any proposed amendment, waiver or consent in respect of any of the provisions
hereof, any Supplement or of the Notes. The Obligors will deliver executed or
true and correct copies of each amendment, waiver or consent effected pursuant
to the provisions of this Section 17 to each holder of outstanding Notes
promptly following the date on which it is executed and delivered by, or
receives the consent or approval of, the requisite holders of Notes.

         (b) Payment. The Obligors will not directly or indirectly pay or cause
to be paid any remuneration, whether by way of supplemental or additional
interest, fee or otherwise, or grant any security, to any holder of Notes as
consideration for or as an inducement to the entering into by any holder of
Notes of any waiver or amendment of any of the terms and provisions hereof or
any Supplement unless such remuneration is concurrently paid, or security is
concurrently granted, on the same terms, ratably to each holder of Notes then
outstanding even if such holder did not consent to such waiver or amendment.

     Section 17.3. Binding Effect, Etc. Any amendment or waiver consented to as
provided in this Section 17 applies equally to all holders of Notes and is
binding upon them and upon each future holder of any Note and upon the Obligors
without regard to whether such Note has been marked to indicate such amendment
or waiver. No such amendment or waiver will extend to or affect any obligation,
covenant, agreement, Default or Event of Default not expressly amended or waived
or impair any right consequent thereon. No course of dealing between the
Obligors and the holder of any Note nor any delay in exercising any rights
hereunder or under any Note shall operate as a waiver of any rights of any
holder of such Note. As used herein, the term "this Agreement" and references
thereto shall mean this Agreement as it may from time to time be amended or
supplemented.


                                       39
<PAGE>


     Section 17.4. Notes Held by Obligors, Etc. Solely for the purpose of
determining whether the holders of the requisite percentage of the aggregate
principal amount of Notes then outstanding approved or consented to any
amendment, waiver or consent to be given under this Agreement, or any Supplement
or the Notes, or have directed the taking of any action provided herein, therein
or in the Notes to be taken upon the direction of the holders of a specified
percentage of the aggregate principal amount of Notes then outstanding, Notes
directly or indirectly owned by either Obligor or any of its Affiliates shall be
deemed not to be outstanding.

SECTION 18.          NOTICES

         All notices and communications provided for hereunder shall be in
writing and sent (a) by telefacsimile if the sender on the same day sends a
confirming copy of such notice by a recognized overnight delivery service
(charges prepaid), or (b) by registered or certified mail with return receipt
requested (postage prepaid), or (c) by a recognized overnight delivery service
(with charges prepaid). Any such notice must be sent:

                   (i) if to a Purchaser or such Purchaser's nominee, to such
         Purchaser or such Purchaser's nominee at the address specified for such
         communications in Schedule A to this Agreement or any Supplement, or at
         such other address as such Purchaser or such Purchaser's nominee shall
         have specified to the Obligors in writing,

                  (ii) if to any other holder of any Note,  to such holder at
         such  address as such other holder shall have  specified to the
         Obligors in writing, or

                 (iii) if to the Obligors, to the Obligors c/o RMC at its
         address set forth at the beginning hereof to the attention of Chief
         Financial Officer, or at such other address as the Obligors shall have
         specified to the holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

SECTION 19.  REPRODUCTION OF DOCUMENTS

         This Agreement, any Supplement and all documents relating thereto,
including, without limitation, (a) consents, waivers and modifications that may
hereafter be executed, (b) documents received by each Purchaser at the Closing
(except the Notes themselves), and (c) financial statements, certificates and
other information previously or hereafter furnished to each Purchaser, may be
reproduced by such Purchaser by any photographic, photostatic, microfilm,
microcard, miniature photographic or other similar process and such Purchaser
may destroy any original document so reproduced. The Obligors agree and
stipulate that, to the extent permitted by applicable law, any such reproduction
shall be admissible in evidence as the original itself in any judicial or
administrative proceeding (whether or not the original is in existence and
whether or not such reproduction was made by such Purchaser in the regular
course of business) and any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence. This Section 19
shall not prohibit the Obligors or any holder of Notes from contesting any such
reproduction to the same extent that it could contest the original, or from
introducing evidence to demonstrate the inaccuracy of any such reproduction.


                                       40
<PAGE>


SECTION 20.    CONFIDENTIAL INFORMATION

         For the purposes of this Section 20, "Confidential Information" means
information delivered to any Purchaser by or on behalf of the Obligors or any
Subsidiary in connection with the transactions contemplated by or otherwise
pursuant to this Agreement or any Supplement that is proprietary in nature and
that was clearly marked or labeled or otherwise adequately identified when
received by such Purchaser as being confidential information of the Obligors or
such Subsidiary, provided that such term does not include information that (a)
was publicly known or otherwise known to such Purchaser prior to the time of
such disclosure, (b) subsequently becomes publicly known through no act or
omission by such Purchaser or any Person acting on such Purchaser's behalf, (c)
otherwise becomes known to such Purchaser other than through disclosure by the
Obligors or any Subsidiary or (d) constitutes financial statements delivered to
such Purchaser under Section 7.1 that are otherwise publicly available. Each
Purchaser will maintain the confidentiality of such Confidential Information in
accordance with procedures adopted by such Purchaser in good faith to protect
confidential information of third parties delivered to such Purchaser, provided
that such Purchaser may deliver or disclose Confidential Information to (i) such
Purchaser's directors, trustees, officers, employees, agents, attorneys and
affiliates (to the extent such disclosure reasonably relates to the
administration of the investment represented by such Purchaser's Notes), (ii)
such Purchaser's financial advisors and other professional advisors who agree to
hold confidential the Confidential Information substantially in accordance with
the terms of this Section 20, (iii) any other holder of any Note, (iv) any
Institutional Investor to which such Purchaser sells or offers to sell such Note
or any part thereof or any participation therein (if such Person has agreed in
writing prior to its receipt of such Confidential Information to be bound by the
provisions of this Section 20), (v) any Person from which such Purchaser offers
to purchase any security of the Obligors (if such Person has agreed in writing
prior to its receipt of such Confidential Information to be bound by the
provisions of this Section 20), (vi) any federal or state regulatory authority
having jurisdiction over such Purchaser, (vii) the National Association of
Insurance Commissioners or any similar organization, or any nationally
recognized rating agency that requires access to information about such
Purchaser's investment portfolio, or (viii) any other Person to which such
delivery or disclosure may be necessary or appropriate (w) to effect compliance
with any law, Rule, regulation or order applicable to such Purchaser, (x) in
response to any subpoena or other legal process, (y) in connection with any
litigation to which such Purchaser is a party or (z) if an Event of Default has
occurred and is continuing, to the extent such Purchaser may reasonably
determine such delivery and disclosure to be necessary or appropriate in the
enforcement or for the protection of the rights and remedies under such
Purchaser's Notes, this Agreement and any Supplement. Each holder of a Note, by
its acceptance of a Note, will be deemed to have agreed to be bound by and to be
entitled to the benefits of this Section 20 as though it were a party to this
Agreement. On reasonable request by the Obligors in connection with the delivery
to any holder of a Note of information required to be delivered to such holder
under this Agreement or any Supplement or requested by such holder (other than a
holder that is a party to this Agreement or any Supplement or its nominee), such
holder will enter into an agreement with the Obligors embodying the provisions
of this Section 20.


                                       41
<PAGE>


SECTION 21.    SUBSTITUTION OF PURCHASER

         Each Purchaser shall have the right to substitute any one of such
Purchaser's Affiliates as the purchaser of the Notes that such Purchaser has
agreed to purchase hereunder, by written notice to the Obligors, which notice
shall be signed by both such Purchaser and such Purchaser's Affiliate, shall
contain such Affiliate's agreement to be bound by this Agreement and shall
contain a confirmation by such Affiliate of the accuracy with respect to it of
the representations set forth in Section 6. Upon receipt of such notice,
wherever the word "Purchaser" is used in this Agreement (other than in this
Section 21), such word shall be deemed to refer to such Affiliate in lieu of
such Purchaser. In the event that such Affiliate is so substituted as a
purchaser hereunder and such Affiliate thereafter transfers to such Purchaser
all of the Notes then held by such Affiliate, upon receipt by the Obligors of
notice of such transfer, wherever the word "Purchaser" is used in this Agreement
(other than in this Section 21), such word shall no longer be deemed to refer to
such Affiliate, but shall refer to such Purchaser, and such Purchaser shall have
all the rights of an original holder of the Notes under this Agreement.

SECTION 22.          MISCELLANEOUSSECTION 22.        MISCELLANEOUS.

     Section 22.1. Successors and Assigns. All covenants and other agreements
contained in this Agreement (including all covenants and other agreements
contained in any Supplement) by or on behalf of any of the parties hereto bind
and inure to the benefit of their respective successors and assigns (including,
without limitation, any subsequent holder of a Note) whether so expressed or
not.

     Section 22.2. Payments Due on Non-Business Days. Anything in this
Agreement, any Supplement or the Notes to the contrary notwithstanding, any
payment of principal of or Make-Whole Amount or interest on any Note that is due
on a date other than a Business Day shall be made on the next succeeding
Business Day without including the additional days elapsed in the computation of
the interest payable on such next succeeding Business Day.


                                       42
<PAGE>


     Section 22.3. Severability. Any provision of this Agreement or any
Supplement that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall (to the full
extent permitted by law) not invalidate or render unenforceable such provision
in any other jurisdiction.

     Section 22.4. Construction. Each covenant contained herein or in any
Supplement shall be construed (absent express provision to the contrary) as
being independent of each other covenant contained herein or therein, so that
compliance with any one covenant shall not (absent such an express contrary
provision) be deemed to excuse compliance with any other covenant. Where any
provision herein or therein refers to action to be taken by any Person, or which
such Person is prohibited from taking, such provision shall be applicable
whether such action is taken directly or indirectly by such Person.

     Section 22.5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original but all of which together shall
constitute one instrument. Each counterpart may consist of a number of copies
hereof, each signed by less than all, but together signed by all, of the parties
hereto.

     Section 22.6. Governing Law. This Agreement and any Supplement shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the law of the State of Illinois excluding choice-of-law
principles of the law of such State that would require the application of the
laws of a jurisdiction other than such State.

         Section 22.7. Accounting Principles. Where the character or amount of
any asset or liability or item of income or expense is required to be determined
or any consolidation or other accounting computation is required to be made for
the purposes of this Agreement or any Supplement, the same shall be done in
accordance with GAAP, to the extent applicable, except where such principles are
inconsistent with the requirements of this Agreement or such Supplement.

         Section 22.8. Directly or Indirectly. Where any provision in this
Agreement or in any Supplement refers to action to be taken by any Person, or
which such Person is prohibited from taking, such provision shall be applicable
whether the action in question is taken directly or indirectly by such Person.

                                    * * * * *



                                       43
<PAGE>




         The execution hereof by the Purchasers shall constitute a contract
among the Obligors and the Purchasers for the uses and purposes hereinabove set
forth. This Agreement may be executed in any number of counterparts, each
executed counterpart constituting an original but all together only one
agreement.

                                 Very truly yours,

                                 THE ROBERT MONDAVI CORPORATION


                                 By _________________________________
                                      Name:
                                      Title:


                                 R.M.E., INC.


                                 By _________________________________
                                      Name:
                                      Title:




                                       44
<PAGE>


Accepted as of ___________________:
                                    PACIFIC LIFE INSURANCE COMPANY



                                     By _____________________________
                                          Name:
                                          Title:


                                     By _____________________________
                                          Name:
                                          Title:



                                       45
<PAGE>


Accepted as of ___________________:
                                    MONY LIFE INSURANCE COMPANY



                                    By ______________________________
                                         Name:
                                         Title:




                                       46
<PAGE>



Accepted as of ___________________:
                                    MONY LIFE INSURANCE COMPANY OF AMERICA



                                    By ______________________________
                                         Name:
                                         Title:




                                       47
<PAGE>



                       INFORMATION RELATING TO PURCHASERS


     NAMES AND ADDRESSES                       PRINCIPAL AMOUNT
        OF PURCHASERS                       OF SERIES 2000-1 NOTES
                                               TO BE PURCHASED

MONY LIFE INSURANCE COMPANY                      $10,000,000
1740 Broadway
New York, New York  10019
Attention:  Capital Management Unit
Fax Number:  (212) 708-2491

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as "The
Robert Mondavi Corporation and R.M.E., Inc., 7.93% Series 2000-1 Senior Notes
due 2010, PPN 77035*AD9, principal, premium or interest") to:

         Chase Manhattan Bank
         ABA #021000021
         for credit to Private Income Processing Account No. 321-023803, ref.
         MONY's Closed Block Account

Notices

All notices of payment on or in respect of the Notes and written confirmation of
each such payment to:

         IF BY REGISTERED MAIL, CERTIFIED MAIL OR FEDERAL EXPRESS:

         The Chase Manhattan Bank
         4 New York Plaza, 13th Floor
         New York, New York  10004
         Attention:  Income Processing - J. Piperato, 13th Floor

         IF BY REGULAR MAIL:

         The Chase Manhattan Bank
         Dept. 3492
         P. O. Box 50000
         Newark, New Jersey  07101-8006


                                   SCHEDULE A
                          (to Note Purchase Agreement)

<PAGE>



         WITH A SECOND COPY TO:

         Telecopy Confirms and Notices:

         (212) 708-2152
         Attention:  Securities Custody/MD 6-39A

         Mailing Confirms and Notices:

         MONY Life Insurance Company
         1740 Broadway
         New York, New York  10019
         Attention:  Securities Custody/MD 6-39A

All notices and communications other than those in respect to payments to be
addressed as first provided above.

Name of Nominee in which Notes are to be issued:  J. ROMEO & Co.

Taxpayer I.D. Number:  13-1632487


                                      A-2

<PAGE>




    NAMES AND ADDRESSES                           PRINCIPAL AMOUNT
       OF PURCHASERS                           OF SERIES 2000-1 NOTES
                                                  TO BE PURCHASED

MONY LIFE INSURANCE COMPANY OF AMERICA              $10,000,000
c/o MONY Life Insurance Company
1740 Broadway
New York, New York  10019
Attention:  Capital Management Unit
Fax Number:  (212) 708-2491

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as "The
Robert Mondavi Corporation and R.M.E., Inc., 7.93% Series 2000-1 Senior Notes
due 2010, PPN 77035*AD9, principal, premium or interest") to:

         Chase Manhattan Bank
         ABA #021000021
         for credit to Private Income Processing Account No. 544-755102

Notices

All notices of payment on or in respect of the Notes and written confirmation of
each such payment to:

         IF BY REGISTERED MAIL, CERTIFIED MAIL OR FEDERAL EXPRESS:

         The Chase Manhattan Bank
         4 New York Plaza, 13th Floor
         New York, New York  10004
         Attention:  Income Processing - J. Piperato, 13th Floor

         IF BY REGULAR MAIL:

         The Chase Manhattan Bank
         Dept. 3492
         P. O. Box 50000
         Newark, New Jersey  07101-8006


                                      A-3

<PAGE>



         WITH A SECOND COPY TO:

         Telecopy Confirms and Notices:

         (212) 708-2152
         Attention:  Securities Custody/MD 6-39A

         Mailing Confirms and Notices:

         MONY Life Insurance Company of America
         1740 Broadway
         New York, New York  10019
         Attention:  Securities Custody/MD 6-39A

All notices and communications other than those in respect to payments to be
addressed as first provided above.

Name of Nominee in which Notes are to be issued:  J. ROMEO & Co.

Taxpayer I.D. Number:  86-0222062





                                      A-4

<PAGE>




    NAMES AND ADDRESSES                           PRINCIPAL AMOUNT
       OF PURCHASERS                           OF SERIES 2000-1 NOTES
                                                  TO BE PURCHASED

PACIFIC LIFE INSURANCE COMPANY                      $15,000,000
700 Newport Center Drive                            $15,000,000
Newport Beach, California  92660-6397
Attention:  Securities Department
Telephone:  (949) 219-3379
Telefacsimile:  (949) 219-3199

Payments

All payments on or in respect of the Notes to be by bank wire transfer of
Federal or other immediately available funds (identifying each payment as "The
Robert Mondavi Corporation and R.M.E., Inc., 7.93% Series 2000-1 Senior Notes
due 2010, PPN 77035*AD9, principal, premium or interest") to:

         Federal Reserve Bank of Boston
         ABA #0110-0123-4/BOS SAFE DEP
         DDA 125261
         Attention:  MBS Income CC:  1253
         A/C Name:  Pacific Life General Account/PLCF1810132
         Regarding:  Security Description & PPN

Notices

All notices and communications to be addressed as first provided above, except
notices with respect to payments and written confirmation of each such payment,
to be addressed:

         Mellon Trust
         Attention:  Pacific life Accounting Team
         One Mellon Bank Center
         Room 0930
         Pittsburgh, Pennsylvania  15258-0001

         and

         Pacific Life Insurance Company
         Attention:  Securities Administration - Cash Team
         700 Newport Center Drive
         Newport Beach, California  92660-6397

Name of Nominee in which Notes are to be issued:  Mac & Co.

General Taxpayer I.D. Number:  95-1079000

                                      A-5

<PAGE>


                                  DEFINED TERMS

         As used herein or in any Supplement, the following terms have the
respective meanings set forth below or set forth in the Section hereof following
such term:

         "Additional Notes" is defined in Section 2.2.

         "Additional Purchasers" means purchasers of Additional Notes.

         "Affiliate" means, at any time, and with respect to any Person, (a) any
other Person that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with,
such first Person, and (b) any Person beneficially owning or holding, directly
or indirectly, 5% or more of any class of voting or equity interests of either
Obligor or any Subsidiary or any corporation of which either Obligor and its
Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly,
5% or more of any class of voting or equity interests. As used in this
definition, "Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.
Unless the context otherwise clearly requires, any reference to an "Affiliate"
is a reference to an Affiliate of an Obligor.

         "Asset Disposition" shall have the meaning set forth in Section 8.3.

         "Asset Disposition Prepayment Date" shall have the meaning set forth in
Section 8.3.

         "Asset Disposition Prepayment Offer" shall have the meaning set forth
in Section 8.3.

         "Business Day" means (a) for the purposes of Section 8.7 only, any day
other than a Saturday, a Sunday or a day on which commercial banks in New York
City are required or authorized to be closed, and (b) for the purposes of any
other provision of this Agreement and any Supplement, any day other than a
Saturday, a Sunday or a day on which commercial banks in San Francisco,
California or Chicago, Illinois are required or authorized to be closed.

         "Capitalized Interest" for any period means a reasonable estimate
(consistent with GAAP accounting principles) of capitalized interest included in
the depreciation expense used to arrive at Consolidated Net Income for such
period, provided that the Obligors shall demonstrate, in the Officer's
Certificates delivered pursuant to the requirements of Section 7.1, the basis
for such estimate to the satisfaction of the holders of the Notes.

         "Capitalized Lease" means any lease the obligation for Rentals with
respect to which is required to be capitalized on a consolidated balance sheet
of the lessee and its subsidiaries in accordance with GAAP.

         "Capitalized Rentals" of any Person means as of the date of any
determination thereof the amount at which the aggregate Rentals due and to
become due under all Capitalized Leases under which such Person is a lessee
would be reflected as a liability on a consolidated balance sheet of such
Person.

                                   SCHEDULE B
                          (to Note Purchase Agreement)

<PAGE>


         "Closing" is defined in Section 3.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time.

         "Confidential Information" is defined in Section 20.

         "Consolidated Adjusted Net Worth" means, as of the date of any
determination thereof, the difference between:

                   (a) the amount of the capital stock accounts (net of treasury
         stock, at cost, but including preferred stock), plus (or minus in the
         case of a deficit) the surplus and retained earnings of RMC and its
         Restricted Subsidiaries as set forth in the consolidated financial
         statements of RMC as at the end of the fiscal quarter immediately
         preceding the date of such determination,

         MINUS

                   (b) the amount by which the value of all outstanding
         Restricted Investments on such date exceed 15% of the sum on such date
         of (i) Consolidated Funded Debt plus (ii) the amount determined
         pursuant to clause (a) above;

all determined in accordance with GAAP.

         "Consolidated Fixed Charges" for any period means on a consolidated
basis the sum of (a) all Rentals (other than Rentals on Capitalized Leases)
payable during such period by RMC and its Restricted Subsidiaries, plus (b) all
Interest Expense on all Indebtedness (including the interest component of
Rentals on Capitalized Leases) of RMC and its Restricted Subsidiaries.

         "Consolidated Funded Debt" means all Funded Debt of RMC and its
Restricted Subsidiaries, determined on a consolidated basis eliminating
intercompany items.

         "Consolidated Net Income" for any period means the consolidated net
income of RMC and its Restricted Subsidiaries for such period determined in
accordance with GAAP, excluding in any event extraordinary items in accordance
with GAAP.

         "Consolidated Net Income Available for Fixed Charges" for any period
means the sum of (a) Consolidated Net Income during such period plus (to the
extent deducted in determining Consolidated Net Income), (b) all provisions for
any Federal, state or other income taxes made by RMC and its Restricted
Subsidiaries during such period and (c) Consolidated Fixed Charges during such
period.

                                      B-2

<PAGE>


         "Consolidated Total Assets" means, as of the date of any determination
thereof, total assets of RMC and its Restricted Subsidiaries determined on a
consolidated basis in accordance with GAAP.

         "Consolidated Total Capitalization" means, as of the date of any
determination thereof, the sum, without duplication, of (a) Consolidated Funded
Debt plus (b) Consolidated Adjusted Net Worth plus (c) Specified Assets.

         "Consolidated Total Liabilities" means, as of the date of any
determination thereof, total liabilities of RMC and its Restricted Subsidiaries
determined on a consolidated basis in accordance with GAAP.

         "Default" means an event or condition the occurrence or existence of
which would, with the lapse of time or the giving of notice or both, become an
Event of Default.

         "Default Rate" means that rate of interest that is the greater of (i)
1% per annum above the rate of interest stated in clause (a) of the first
paragraph of any series of Notes or (ii) 1% over the rate of interest publicly
announced by Bank of America National Trust & Savings Association in Chicago,
Illinois as its "base" or "prime" rate.

         "Environmental Laws" means any and all Federal, state, local, and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including but
not limited to those related to hazardous substances or wastes, air emissions
and discharges to waste or public systems.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the rules and regulations promulgated thereunder
from time to time in effect.

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) that is treated as a single employer together with the Obligors
under Section 414 of the Code.

         "Event of Default" is defined in Section 11.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Funded Debt" of any Person means (a) all Indebtedness of such Person
for borrowed money or which has been incurred in connection with the acquisition
of assets in each case having a final maturity of one or more than one year from
the date of origin thereof (or which is renewable or extendible at the option of
the obligor for a period or periods more than one year from the date of origin),
including all payments in respect thereof that are required to be made within
one year from the date of any determination of Funded Debt, whether or not the
obligation to make such payments shall constitute a current liability of the
obligor under GAAP, (b) all Capitalized Rentals of such Person, (c) all
obligations of such Person arising in connection with Specified Transactions,
and (d) all Guaranties by such Person of Funded Debt (as herein defined) of
others; provided that up to $10,000,000 of Indebtedness of the Obligors
outstanding under bank lines established for working capital purposes and having
final maturities of not longer than three years shall be excluded from Funded
Debt.

                                      B-3

<PAGE>


         "GAAP" means generally accepted accounting principles as in effect from
time to time in the United States of America.

         "Governmental Authority" means

                   (a)     the government of

                            (i)     the United States of America or any State or
                                    other political subdivision thereof, or

                           (ii)     any  jurisdiction  in which the Obligors or
                                    any Subsidiary  conducts all or any part of
                                    its business,  or which asserts jurisdiction
                                    over any properties of the Obligors or any
                                    Subsidiary, or

                   (b)     any entity exercising executive,  legislative,
         judicial, regulatory or administrative functions of, or pertaining
         to, any such government.

         "Guaranty" means, with respect to any Person, any obligation (except
the endorsement in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
Indebtedness, dividend or other obligation of any other Person in any manner,
whether directly or indirectly, including (without limitation) obligations
incurred through an agreement, contingent or otherwise, by such Person:

                   (a)     to purchase such Indebtedness or obligation or any
         property constituting security therefor;

                   (b) to advance or supply funds (i) for the purchase or
         payment of such Indebtedness or obligation, or (ii) to maintain any
         working capital or other balance sheet condition or any income
         statement condition of any other Person or otherwise to advance or make
         available funds for the purchase or payment of such Indebtedness or
         obligation;

                   (c) to lease properties or to purchase properties or services
         primarily for the purpose of assuring the owner of such Indebtedness or
         obligation of the ability of any other Person to make payment of the
         Indebtedness or obligation; or

                   (d)     otherwise to assure the owner of such Indebtedness or
         obligation against loss in respect thereof.

In any computation of the Indebtedness or other liabilities of the obligor under
any Guaranty, the Indebtedness or other obligations that are the subject of such
Guaranty shall be assumed to be direct obligations of such obligor.

                                      B-4

<PAGE>


         "Hazardous Material" means any and all pollutants, toxic or hazardous
wastes or any other substances that might pose a hazard to health or safety, the
removal of which may be required or the generation, manufacture, refining,
production, processing, treatment, storage, handling, transportation, transfer,
use, disposal, release, discharge, spillage, seepage, or filtration of which is
or shall be restricted, prohibited or penalized by any applicable law
(including, without limitation, asbestos, urea formaldehyde foam insulation and
polychlorinated biphenyls).

         "holder" means, with respect to any Note, the Person in whose name such
Note is registered in the register maintained by the Obligors pursuant to
Section 13.1.

         "Indebtedness" of any Person means and include all (a) obligations of
such Person for borrowed money or which have been incurred in connection with
the acquisition of property or assets, (b) obligations secured by any Lien upon
property or assets owned by such Person, even though such Person has not assumed
or become liable for the payment of such obligations, (c) obligations created or
arising under any conditional sale or other title retention agreement with
respect to property acquired by such Person, notwithstanding the fact that the
rights and remedies of the seller, lender or lessor under such agreement in the
event of default are limited to repossession or sale of property, (d)
Capitalized Rentals and (e) Guaranties of obligations of others of the character
referred to in this definition, provided that (1) letters of credit issued for
the benefit of an Obligor or any of its Restricted Subsidiaries to support
payment of trade payables and (2) Guaranties existing on the date of the Closing
and described in Schedule 5.15 (including extension and renewals of any such
Guaranty, but without increase in the maximum dollar exposure under any such
Guaranty) may be excluded from any determination of "Indebtedness". Indebtedness
of any corporation which becomes a Restricted Subsidiary after the date of the
Closing, which is existing immediately after such corporation becomes a
Restricted Subsidiary, shall for purposes of any determination pursuant to
Section 10.4(a)(5)(ii) be disregarded, but for all other purposes under this
Agreement and any Supplement shall be Indebtedness which must be incurred and
outstanding within the applicable limitations hereof.

         "Institutional Investor" means (a) any original purchaser of a Note,
(b) any holder of a Note holding more than 5% of the aggregate principal amount
of the Notes then outstanding, and (c) any bank, trust company, savings and loan
association or other financial institution, any pension plan, any investment
company, any insurance company, any broker or dealer, or any other similar
financial institution or entity, regardless of legal form.

         "Interest Expense" for any period means all interest and all
amortization of debt discount and expense on any particular Indebtedness
(including, without limitation, payment-in-kind, zero coupon and other like
Securities) for which such calculations are being made.

         "Investments" means all investments, in cash or by delivery of
property, made directly or indirectly in any Person, whether by acquisition of
shares of capital stock, Indebtedness or other obligations or Securities or by
loan, advance, capital contribution or otherwise; provided that "Investments"
shall not mean or include routine investments in property to be used or consumed
in the ordinary course of business.

                                      B-5

<PAGE>


         "Lien" means any interest in property securing an obligation owed to,
or a claim by, a Person other than the owner of the property, whether such
interest is based on the common law, statute or contract, and including but not
limited to the security interest lien arising from a mortgage, encumbrance,
pledge, conditional sale or trust receipt or a lease, consignment or bailment
for security purposes. The term "Lien" shall include reservations, exceptions,
encroachments, easements, rights-of-way, covenants, conditions, restrictions,
leases and other title exceptions and encumbrances (including, with respect to
stock, stockholder agreements, voting trust agreements, buy-back agreements and
all similar arrangements) affecting property. For the purposes of this Agreement
and any Supplement, an Obligor or a Restricted Subsidiary shall be deemed to be
the owner of any property which it has acquired or holds subject to a
conditional sale agreement, Capitalized Lease or other arrangement pursuant to
which title to the property has been retained by or vested in some other Person
for security purposes and such retention or vesting shall constitute a Lien.

         "Lines of Credit" means and include the bank lines of credit available
to RMC and RME under (i) that certain Business Loan Agreement dated as of
December 29, 1994, as amended on December 28, 1995, December 23, 1996, July 29,
1997, November 10, 1997, December 22, 1997, December 21, 1998, December 20, 1999
and February 29, 2000, among Bank of America National Trust and Savings
Association, RMC and RME and (ii) that certain Revolving Credit Agreement dated
as of December 29, 1994, as amended May 2, 1995, December 27, 1995, December 23,
1996, August 11, 1997, December 22, 1997, December 25, 1998, December 23, 1999
and January 31, 2000 among Cooperatieve Centrale Raiffeisen - Boerenleenbank
B.A., "Rabobank Nederland," New York Branch, and RMC and RME.

         "Long-Term Lease" shall mean any lease of real or personal property
(other than Capitalized Leases, leases between an Obligor and any Restricted
Subsidiary and leases between Restricted Subsidiaries) having an original term,
including any period for which the lease may be renewed or extended at the
option of the lessor or the lessee, of more than three years.

         "Make-Whole Amount" shall have the meaning (i) set forth in Section 8.7
with respect to any Series 2000-1 Note and (ii) set forth in the applicable
Supplement with respect to any other series of Notes.

         "Material" means material in relation to the business, operations,
affairs, financial condition, assets, properties or prospects of either Obligor
and its Restricted Subsidiaries taken as a whole.

         "Material Adverse Effect" means a material adverse effect on (a) the
business, operations, affairs, financial condition, assets or properties of
either Obligor and its Restricted Subsidiaries taken as a whole, or (b) the
ability of either Obligor to perform its obligations under this Agreement
(including any Supplement) and the Notes, or (c) the validity or enforceability
of this Agreement (including any Supplement) or the Notes.

         "Memorandum" is defined in Section 5.3.

                                      B-6

<PAGE>


         "Multiemployer Plan" means any Plan that is a "multiemployer plan" (as
such term is defined in Section 4001(a)(3) of ERISA).

         "Notes" is defined in Section 1.

         "Offering Materials" means and includes (i) the Annual Report of RMC to
the SEC on Form 10-K for the fiscal year ending June 30, 1999, (ii) the
Quarterly Report of RMC to the SEC on Form 10-Q for the quarterly period ended
September 30, 1999, (iii) the Annual Reports of RMC for the fiscal years ending
June 30, 1999, June 30, 1998, June 30, 1997, June 30, 1996 and June 30, 1995 and
(iv) the Proxy Statement of RMC dated September 28, 1999.

         "Officer's Certificate" means a certificate of a Senior Financial
Officer or of any other officer of an Obligor whose responsibilities extend to
the subject matter of such certificate.

         "Opus One" means Opus One, a California general partnership, of which
Robert Mondavi Investments, a California corporation, and B.Ph.R. (California),
Inc. are the sole general partners.

         "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA or any successor thereto.

         "Person" means an individual, partnership, corporation, limited
liability company, association, trust, unincorporated organization, or a
government or agency or political subdivision thereof.

         "Plan" means an "employee benefit plan" (as defined in Section 3(3) of
ERISA) that is or, within the preceding five years, has been established or
maintained, or to which contributions are or, within the preceding five years,
have been made or required to be made, by an Obligor or any ERISA Affiliate or
with respect to which an Obligor or any ERISA Affiliate may have any liability.

         "property" or "properties" means, unless otherwise specifically
limited, real or personal property of any kind, tangible or intangible, choate
or inchoate.

         "QPAM Exemption" means Prohibited Transaction Class Exemption 84-14
issued by the United States Department of Labor.

         "Rentals" means and include as of the date of any determination thereof
all fixed payments (including as such all payments which the lessee is obligated
to make to the lessor on termination of the lease or surrender of the property)
payable by an Obligor or a Restricted Subsidiary, as lessee or sublessee under
Long-Term Leases, but shall be exclusive of any amounts required to be paid by
an Obligor or a Restricted Subsidiary (whether or not designated as rents or
additional rents) on account of maintenance, repairs, insurance, taxes and
similar charges. Fixed rents under any so-called "percentage leases" shall be
computed solely on the basis of the minimum rents, if any, required to be paid
by the lessee regardless of sales volume or gross revenues.

                                      B-7

<PAGE>


         "Required Holders" means, at any time, the holders of at least 66-2/3%
in principal amount of the Notes at the time outstanding (exclusive of Notes
then owned by an Obligor or any of its Affiliates).

         "Responsible Officer" means any Senior Financial Officer and any other
officer of an Obligor with responsibility for the administration of the relevant
portion of this Agreement or any Supplement.

         "Restricted Investments" means all Investments, other than:

                   (a) Investments by an Obligor and its Restricted Subsidiaries
         in and to Restricted Subsidiaries, including any Investment in a
         corporation which, after giving effect to such Investment, will become
         a Restricted Subsidiary;

                   (b) Investments representing loans or advances in the usual
         and ordinary course of business to officers, directors and employees
         for expenses (including moving expenses related to a transfer)
         incidental to carrying on the business of an Obligor or any Restricted
         Subsidiary, including loans to employees secured by capital stock of
         RMC;

                   (c)     Investments of the Obligors existing as of the date
         of the Closing and described on Schedule 10.6 hereto;

                   (d)     receivables  arising from the sale of goods and
         services in the  ordinary  course of business of the Obligors and
         any of their respective Restricted Subsidiaries;

                   (e) Investments in commercial paper of corporations organized
         under the laws of the United States or any state thereof maturing in
         270 days or less from the date of issuance which, at the time of
         acquisition by an Obligor or any Subsidiary, is accorded a rating of
         "A-2" or better by Standard & Poor's Corporation or "P-2" by Moody's
         Investors Service, Inc.;

                   (f) Investments in direct obligations of the United States of
         America or any agency or instrumentality of the United States of
         America, the payment or guarantee of which constitutes a full faith and
         credit obligation of the United States of America, in either case,
         maturing within three years from the date of acquisition thereof;

                                      B-8

<PAGE>


                   (g) Investments in certificates of deposit and time deposits
         maturing within one year from the date of issuance thereof, either (1)
         issued by a bank or trust company organized under the laws of the
         United States or any State thereof, Canada or any province thereof,
         Japan, Great Britain, Germany, France, Italy, Switzerland or the
         Netherlands, having capital, surplus and undivided profits aggregating
         at least $250,000,000 (or the equivalent under local currency),
         provided that at the time of acquisition thereof by an Obligor or a
         Subsidiary, (1) the senior unsecured long-term debt of such bank or
         trust company or of the holding company of such bank or trust company
         is rated "A-" or better by Standard & Poor's Corporation or "A-3" or
         better by Moody's Investors Service, Inc. or (2) such certificate of
         deposit or time deposit is issued by any bank or trust company
         organized under the laws of the United States or any state thereof to
         the extent that such Investments are fully insured by the Federal
         Depository Insurance Corporation, and provided, further, the aggregate
         amount of such certificates of deposit or time deposits issued by any
         bank or trust company organized under the laws of jurisdictions other
         than the United States or any state thereof shall not exceed 10% of
         consolidated gross sales of the Obligors and the Restricted
         Subsidiaries determined as of the end of the immediately preceding
         fiscal year;

                   (h) Investments in repurchase agreements with respect to any
         Security described in clause (f) of this definition entered into with a
         depository institution or trust company acting as principal described
         in clause (g) of this definition if such repurchase agreements are by
         their terms to be performed by the repurchase obligor and such
         repurchase agreements are deposited with a bank or trust company of the
         type described in clause (g) of this definition;

                   (i) Investments in any money market fund which is classified
         as a current asset in accordance with GAAP, the aggregate asset value
         of which "marked to market" is at least $1,000,000,000 and which is
         managed by a fund manager of recognized national standing, and which
         invests substantially all of its assets in obligations described in
         clauses (e) through (g) above;

                   (j) Investments in readily-marketable obligations of
         indebtedness of any State of the United States or any municipality
         organized under the laws of any State of the United States or any
         political subdivision thereof which, at the time of acquisition by the
         Obligors or any Subsidiary, are accorded either of the two highest
         ratings by Standard & Poor's Corporation, Moody's Investors Service,
         Inc. or another nationally recognized credit rating agency of similar
         standard which in any such case mature no later than three years after
         the date of acquisition thereof;

                   (k) Investments in money market preferred stock which, at the
         date of acquisition by an Obligor or any Subsidiary, are accorded
         either of the two highest ratings by Standard & Poor's Corporation,
         Moody's Investors Services, Inc. or Duff & Phelps or their respective
         successors or assigns;

                   (l) advances in the usual and ordinary course of business to
         grape suppliers pursuant to the reasonable and customary terms of
         written contracts under which an Obligor has agreed to procure grapes
         from such suppliers, provided that such advances do not in the
         aggregate exceed $5,000,000 at any one time outstanding;

                   (m) Investments consisting of deposit accounts to the extent
         reasonably required by financial institutions providing an Obligor with
         operating lines of credit, provided that amounts on deposit in such
         deposit accounts do not at any time exceed $3,000,000;

                   (n) Investments in joint ventures engaged in the same
         business engaged in by an Obligor and its Restricted Subsidiaries as
         described in Section 10.8 and in which such Obligor or any Restricted
         Subsidiary has an interest; provided that the aggregate amount of all
         such Investments made after the date of the Closing shall not at any
         time exceed 7.5% of Consolidated Total Assets; and

                                       B-9

<PAGE>


                   (o) Investments of the Obligors not described in the
         foregoing clauses (a) through (n) made for cash management purposes
         which Investments are, in the prudent judgment of a Responsible
         Officer, in the best interests of the Obligors, provided that to the
         extent such Investments consist of Investments in agreements, devices
         or arrangements designed to provide protection from the fluctuations of
         interest rates, exchange rates or forward rates applicable to a party's
         assets, liabilities or exchange transactions, such Investments shall be
         made solely for cash management and interest hedging purposes and not
         for speculative investment purposes, and provided further, that the
         aggregate amount of all such Investments shall not at any time exceed
         2.5% of Consolidated Total Assets.

         In valuing any Investments for the purpose of applying the limitations
set forth in Section 10.6, Investments shall be taken at the original cost
thereof, without allowance for any subsequent write-offs or appreciation or
depreciation therein, but less any amount repaid or recovered in cash on account
of capital or principal.

         Any corporation which becomes a Restricted Subsidiary after the date of
this Agreement shall be deemed to have made, at the time it becomes a Restricted
Subsidiary, all Restricted Investments of such corporation existing immediately
after it becomes a Restricted Subsidiary.

         "Restricted Subsidiary" means any Subsidiary which is not designated as
an Unrestricted Subsidiary on Schedule 5.4 to this Agreement or in accordance
with Section 9.7.

         "RME Joint Indebtedness" means all Indebtedness under and pursuant to
which RME and RMC are jointly and severally obligated for the repayment thereof.

         "SEC" means the Securities and Exchange Commission, or any other
Federal agency at the time administering the Securities Act of 1933, as amended.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time.

         "Security" shall have the same meaning as in Section 2(1) of the
Securities Act.

         "Senior Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or comptroller of an Obligor.

         "Senior Indebtedness" means all Indebtedness for borrowed money of
either Obligor which is not expressed to be subordinate or junior in rank to any
other Indebtedness for borrowed money of the Obligors.

         "Specified Assets" means assets which, for any purpose (including tax,
state real estate, commercial law or bankruptcy purposes) are treated as assets
of RMC or any Restricted Subsidiary. Specified Assets shall be valued in the
manner such assets are valued for tax purposes.

                                      B-10

<PAGE>


         "Specified Fiscal Period" means any of the following fiscal periods of
the Obligors, as the context may require: (i) the semi-annual fiscal period
ending December 31 in any fiscal year, (ii) the quarterly fiscal period ending
March 31 in any fiscal year or (iii) the quarterly fiscal period ending June 30
in any fiscal year.

         "Specified Joint Venture Agreements" means (a) that certain Agreement
to Provide Agricultural Services between Opus One and Robert Mondavi Properties,
Inc., a California corporation, dated January 1, 1991, (b) that certain
Amendment and Restatement of Administrative Services Agreement between Opus One
and Robert Mondavi Investments, Inc., a California corporation, B.Ph.R.
(California), Inc., a California corporation, and Robert Mondavi Winery, a
California corporation, dated January 1, 1991, (c) that certain Amendment and
Restatement of Sales Representation Agreement between Opus One, Robert Mondavi
Investments, Inc., B.Ph.R. (California), Inc. and Robert Mondavi Winery, dated
January 1, 1991, (d) that certain Shareholders Agreement between Vina Errazuriz
S.A. and Inversiones RMC Limitada, dated as of February 1, 1996, (e) that
certain Shareholders Agreement among Marchesi de Frescobaldi S.p.a., Tenuta di
Castelgiocondo S.p.a. and RMC, dated January 18, 1996 and (f) that certain
Agreement of Limited Partnership between Supergrape L.L.C. and RMC dated as of
November 24, 1999 and the related Shares Purchase and Sales Agreement dated
November 30, 1999, each such agreement as in effect on the date of the Closing.

         "Specified Transactions" of any Person means all transactions and other
arrangements which are treated by such Person for any purpose (including tax,
state real estate, commercial law or bankruptcy purposes) as financing
arrangements or loans, or which give rise to the creation of debt of such
Person.

         The term "subsidiary" means as to any particular parent corporation any
corporation of which more than 50% (by number of votes) of the Voting Stock
shall be beneficially owned, directly or indirectly, by such parent corporation.
The term "Subsidiary" shall mean a subsidiary of an Obligor. For purposes of
this Agreement and any Supplement, it is understood and agreed that none of the
following shall be deemed to be a Subsidiary of either Obligor: (a) Opus One, a
joint venture partnership owned 50% by the Obligors and 50% by the Baron
Philippe de Rothschild family, (b) Vina Caliterra S.A., a Chilean corporation
owned 50% by the Obligors (as the co-owners of Inversiones RMC Limitada) and 50%
by Vina Errazuriz S.A., (c) Luce S.r.l., an Italian limited liability company
owned 50% by Marchesi de Frescobaldi S.p.a. and Tenuta di Castelgiocondo S.p.a.
and 50% by RMC and (d) Superpremium L.P., a Delaware limited partnership in
which RMC owns a 43% limited partnership interest and which owns 100% of
Vinifera International S.A., a Luxemborg corporation, which owns 90% of Tenuta
dell' Orellaia, an Italian corporation, the remaining 10% is owned directly by
RMC.

         "Subsidiary Stock" shall have the meaning set forth in Section 10.7(c).

         "Unrestricted Subsidiary" means any Subsidiary which is designated as
an Unrestricted Subsidiary in Schedule 5.4 to this Agreement or in accordance
with Section 9.7.

                                      B-11

<PAGE>


         "Voting Stock" means Securities of any class or classes, the holders of
which are ordinarily, in the absence of contingencies, entitled to elect a
majority of the corporate directors (or Persons performing similar functions).

         "Wholly-Owned Restricted Subsidiary" means, at any time, any Restricted
Subsidiary one hundred percent (100%) of all of the equity interests (except
directors' qualifying shares) and voting interests of which are owned by any one
or more of an Obligor and the Obligors' other Wholly-Owned Restricted
Subsidiaries at such time.



                                      B-12

<PAGE>



                                  SCHEDULE 4.9


                         Changes in Corporate Structure


                                      None




                                  SCHEDULE 4.9
                          (to Note Purchase Agreement)


<PAGE>




                                  SCHEDULE 5.3


                              Disclosure Materials


                                      None





                                  SCHEDULE 5.3
                          (to Note Purchase Agreement)


<PAGE>


<TABLE>
<CAPTION>


                                  SCHEDULE 5.4

         SUBSIDIARIES OF THE OBLIGORS AND OWNERSHIP OF SUBSIDIARY STOCK

         1.       RESTRICTED SUBSIDIARIES:

            NAME                 JURISDICTION OF          PERCENT OF VOTING
       OF SUBSIDIARY              INCORPORATION              STOCK OWNER                  OWNERSHIP

<S>                                <C>                          <C>               <C>
Robert Mondavi Affiliates          California                   100%              The Robert Mondavi Corporation
dba Vichon Winery

R.M.E., Inc.                       California                   100%              The Robert Mondavi Corporation

Robert Mondavi Foreign              Barbados                    100%              The Robert Mondavi Corporation
Sales Corp.

Vintage Chips Co.                  California                   100%              The Robert Mondavi Corporation

Robert Mondavi Imports, Inc.       California                   100%              The Robert Mondavi Corporation

Vichon S.A.R.L.                      France                     100%              The Robert Mondavi Corporation

Robert Mondavi GmbH.                 Germany                    100%              The Robert Mondavi Corporation

Byron Vineyard & Winery,           California                   100%              R.M.E., Inc.
Inc.

Robert Mondavi Winery              California                   100%              R.M.E., Inc.

Robert Mondavi Properties,         California                   100%              R.M.E., Inc.
Inc.

Robert Mondavi Export Sales        California                   100%              Robert Mondavi Winery
Company

Robert Mondavi Investments         California                   100%              Robert Mondavi Properties, Inc.

Inversiones RMC Limitada              Chile                     100%              The Robert Mondavi Corporation
                                                                                  (99%)

                                                                                  R.M.E., Inc. (1%)

</TABLE>


                                  SCHEDULE 5.4
                          (to Note Purchase Agreement)


<PAGE>



                                  SCHEDULE 5.5


                              Financial Statements


I.       The Robert Mondavi Corporation SEC Form 10-Q for the fiscal quarter
         ended December 31, 1999.

II.      The Robert Mondavi Corporation SEC Form 10-Q for the fiscal quarter
         ended September 30, 1999.

III.     The Robert Mondavi Corporation SEC Form 10-K for the fiscal year ended
         June 30, 1999.

IV.      The Robert Mondavi Corporation Annual Report for the fiscal year ended
         June 30, 1999.

V.       The Robert Mondavi Corporation Annual Report for the fiscal year ended
         June 30, 1998.

VI.      The Robert Mondavi Corporation Annual Report for the fiscal year ended
         June 30, 1997.

VII.     The Robert Mondavi Corporation Annual Report for the fiscal year ended
         June 30, 1996.

VIII.    The Robert Mondavi Corporation Annual Report for the fiscal year ended
         June 30, 1995.



                                  SCHEDULE 5.5
                          (to Note Purchase Agreement)


<PAGE>



                                  SCHEDULE 5.8


                               Certain Litigation


                                      None


                                  SCHEDULE 5.8
                          (to Note Purchase Agreement)


<PAGE>



                                  SCHEDULE 5.11


                                  Patents, etc.


                                      None







                                  SCHEDULE 5.11
                          (to Note Purchase Agreement)


<PAGE>



                                  SCHEDULE 5.14


                                 Use of Proceeds



         On the date of the Closing, RMC shall transfer to RME $50,000,000
aggregate principal amount of the liabilities outstanding under those certain
revolving lines of credit with Bank of America and Rabobank Nederland under and
pursuant to which the RMC and RME are jointly and severally obligated. Upon
receipt by RMC of the $50,000,000 proceeds from the sale of the Notes, RMC will
transfer 100% of the proceeds to RME and RME will thereupon use $25,000,000 of
the proceeds to pay down the Bank of America line of credit and $25,000,000 of
the proceeds to pay down the Rabobank line of credit.







                                  SCHEDULE 5.14
                          (to Note Purchase Agreement)


<PAGE>


                                  SCHEDULE 5.15


                              EXISTING INDEBTEDNESS

BORROWED MONEY

                LENDER                                       BALANCE

Bank of America Revolving Line of Credit                  $50,000,000 (approx.)
         Rabobank Nederland Revolving Line of Credit       50,000,000 (approx.)



         Metropolitan Life Insurance Company               32,942,400
         Franklin Life Insurance Company                    8,235,600
         John Hancock - Central Coast                       3,366,454
         John Hancock - Carneros                           10,432,257
         Mass Mutual Life Insurance Company                 9,544,130
         Mass Mutual Life Insurance Company                 5,139,146
         Variable Annuity Life Insurance Company            7,341,639
         American General Life Insurance Company            7,341,639
         Lauderdale                                           240,623
         American United Life                               4,000,000
         United of Omaha Life                               5,000,000
         Guardian Life                                     10,000,000
         Mass Mutual Life                                  10,500,000
         Mass Mutual Life                                   4,500,000
         National Life                                     10,000,000
         Life Insurance Co of the Southwest                 5,000,000
         Northwestern Mutual Life                          20,000,000
         Jackson National Life                             25,000,000
         State Life Insurance Company                       1,000,000

GUARANTEES

         By Robert Mondavi Corporation for and in favor of
         Supergrape, L.L.C.                               $15,102,000


                                  SCHEDULE 5.15
                          (to Note Purchase Agreement)

<PAGE>


                              EXISTING INDEBTEDNESS

         CAPITALIZED LEASES of RMC and its Restricted Subsidiaries outstanding
as of the date of Closing are as follows:

     LESSOR                   LESSEE               MATURITY         BALANCE
 B of A Leasing                RMC                4/15/2003       $1,763,454
 B of A Leasing                RMC                 5/1/2003          607,505
 B of A Leasing                RMC                6/15/2002          257,214
Sonapa Vineyard     Robert Mondavi Properties     12/31/2010       1,800,000

         SPECIFIED TRANSACTIONS of RMC and its Restricted Subsidiaries as of the
date of Closing are as follows:

         PARTICIPANT                       COMMITMENT       TOTAL OUTSTANDING
Harris Trust and Savings Bank             $30,000,000
Bank of America, N.A.                      35,000,000
Credit Agricole Indosuez, ASA              20,000,000
Co-operative Centrate Raiffeisen -         20,000,000
Boerenleen Bank B.A.
      TOTAL                              $105,000,000         $19,400,000
                                         ============         ===========





                                  SCHEDULE 5.15
                          (to Note Purchase Agreement)


<PAGE>



                                 [FORM OF NOTE]

                         THE ROBERT MONDAVI CORPORATION

                                       and

                                  R.M.E., INC.

               7.93% SERIES 2000-1 SENIOR NOTE DUE MARCH 29, 2010

No.  [_______]                                                  [Date]
$[__________]                                            PPN 77035*AD9

         FOR VALUE RECEIVED, the undersigned, THE ROBERT MONDAVI CORPORATION, a
California corporation ("RMC") and R.M.E., INC., a California corporation
("RME", RMC and RME are each being hereinafter sometimes individually referred
to as an "Obligor" and collectively as the "Obligors"), jointly and severally
hereby promise to pay to [_____________________] or registered assigns, the
principal sum of [______________] DOLLARS on March 29, 2010 with interest
(computed on the basis of a 360-day year of twelve 30-day months) (a) on the
unpaid balance thereof at the rate of 7.93% per annum from the date hereof,
payable semiannually, on the _____ day of March and September in each year,
commencing with the March __ or September ___ next succeeding the date hereof,
until the principal hereof shall have become due and payable, and (b) to the
extent permitted by law on any overdue payment (including any overdue
prepayment) of principal, any overdue payment of interest and any overdue
payment of any Make-Whole Amount (as defined in the Note Purchase Agreement
referred to below), payable semiannually as aforesaid (or, at the option of the
registered holder hereof, on demand), at a rate per annum from time to time
equal to the greater of (i) 8.93% or (ii) 1% over the rate of interest publicly
announced by Bank of America National Trust & Savings Association from time to
time in Chicago, Illinois as its "base" or "prime" rate.

         Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at the offices of RMC or at such other place as the Obligors shall have
designated by written notice to the holder of this Note as provided in the Note
Purchase Agreement referred to below.

         This Note is one of a series of Senior Notes (herein called the
"Notes") issued pursuant to separate Note Purchase Agreement dated as of March
28, 2000 (as from time to time amended, supplemented or modified, the "Note
Purchase Agreement"), between the Obligors and the respective Purchasers named
therein and is entitled to the benefits thereof. Each holder of this Note will
be deemed, by its acceptance hereof, (i) to have agreed to the confidentiality
provisions set forth in Section 20 of the Note Purchase Agreement and (ii) to
have made the representation set forth in Section 6.2 of the Note Purchase
Agreement.

         This Note is a registered Note and, as provided in the Note Purchase
Agreement, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Obligors may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Obligors will not be affected by any notice to
the contrary.


                                    EXHIBIT 1
                          (to Note Purchase Agreement)

<PAGE>


         This Note is subject to optional prepayment, in whole or from time to
time in part, at the times and on the terms specified in the Note Purchase
Agreement, but not otherwise.

         If an Event of Default, as defined in the Note Purchase Agreement,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement.

         This Note shall be construed and enforced in accordance with, and the
rights of the issuer and holder hereof shall be governed by, the law of the
State of Illinois excluding choice-of-law principles of the law of such State
that would require the application of the laws of a jurisdiction other than such
State.

                         THE ROBERT MONDAVI CORPORATION


                         By ___________________________________________
                             Name:
                             Title:


                         R.M.E., INC.


                         By ___________________________________________
                             Name:
                             Title:



                                      E-1-2


<PAGE>



                       FORM OF OPINION OF SPECIAL COUNSEL
                                 TO THE OBLIGORS

         The closing opinion of Michael K. Beyer, Esq., counsel to the Obligors,
which is called for by Section 4.4 of the Note Purchase Agreement, shall be
dated the date of Closing and addressed to the Purchasers, shall be satisfactory
in scope and form to each Purchaser and shall be to the effect that:

          1. Each of the Obligors is a corporation, duly incorporated, validly
existing and in good standing under the laws of California, has the corporate
power and the corporate authority to execute and perform the Note Purchase
Agreement and to issue the Series 2000-1 Notes and has the full corporate power
and the corporate authority to conduct the activities in which it is now engaged
and is duly licensed or qualified and is in good standing as a foreign
corporation in each jurisdiction in which the character of the properties owned
or leased by it or the nature of the business transacted by it makes such
licensing or qualification necessary.

          2. Each Subsidiary is a corporation duly organized, validly existing
and in good standing under the laws of its jurisdiction of incorporation and is
duly licensed or qualified and is in good standing in each jurisdiction in which
the character of the properties owned or leased by it or the nature of the
business transacted by it makes such licensing or qualification necessary except
in jurisdictions where the failure to be so qualified or licensed would not have
a material adverse affect on the business of such Subsidiary, and all of the
issued and outstanding shares of capital stock of each such Subsidiary have been
duly issued, are fully paid and non-assessable and are owned by one or both of
the Obligors, by one or more Subsidiaries, or by one or both of the Obligors and
one or more Subsidiaries.

          3. The Note Purchase Agreement have been duly authorized by all
necessary corporate action on the part of the Obligors, have been duly executed
and delivered by the Obligors and constitute the legal, valid and binding
contract of the Obligors enforceable in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent conveyance and similar laws affecting
creditors' rights generally, and general principles of equity (regardless of
whether the application of such principles is considered in a proceeding in
equity or at law).

          4. The Series 2000-1 Notes have been duly authorized by all necessary
corporate action on the part of the Obligors, have been duly executed and
delivered by the Obligors and constitute the legal, valid and binding
obligations of the Obligors enforceable in accordance with their terms, subject
to bankruptcy, insolvency, fraudulent conveyance and similar laws affecting
creditors' rights generally, and general principles of equity (regardless of
whether the application of such principles is considered in a proceeding in
equity or at law).

          5. No approval, consent or withholding of objection on the part of, or
filing, registration or qualification with, any governmental body, Federal,
state or local, is necessary in connection with the execution and delivery of
the Note Purchase Agreement or the Series 2000-1 Notes.


                                 EXHIBIT 4.4(a)
                          (to Note Purchase Agreement)

<PAGE>


          6. The issuance and sale of the Series 2000-1 Notes and the execution,
delivery and performance by the Obligors of the Note Purchase Agreement do not
conflict with or result in any breach of any of the provisions of or constitute
a default under or result in the creation or imposition of any Lien upon any of
the property of either Obligor pursuant to the provisions of the Articles of
Incorporation or By-laws of the Obligors or any agreement or other instrument
known to such counsel to which either Obligor is a party or by which either
Obligor may be bound or any Federal, state or local law.

          7. The issuance, sale and delivery of the Series 2000-1 Notes under
the circumstances contemplated by the Note Purchase Agreement do not, under
existing law, require the registration of the Series 2000-1 Notes under the
Securities Act of 1933, as amended, or the qualification of an indenture under
the Trust Indenture Act of 1939, as amended.

          8. Neither the issuance of the Series 2000-1 Notes nor the application
of the proceeds of the sale of the Notes will violate or result in a violation
of Section 7 of the Securities Exchange Act of 1934, as amended, or any
regulation issued pursuant thereto, including, without limitation, Regulation U,
T or X of the Board of Governors of the Federal Reserve System.

          9. There are no actions, suits or proceedings pending or, to the
knowledge of such counsel after due inquiry, threatened against or affecting
either Obligors or any Subsidiary in any court or before any governmental
authority or arbitration board or tribunal which, if adversely determined, would
have a materially adverse effect on the properties, business, prospects, profits
or condition, (financial or otherwise) of the Obligors and its Subsidiaries or
the ability of the Obligors to perform their obligations under the Note Purchase
Agreement and the Series 2000-1 Notes or on the legality, validity or
enforceability of the Obligors' obligations under the Note Purchase Agreement or
the Series 2000-1 Notes. To the knowledge of such counsel, neither of the
Obligors nor any Subsidiary is in default with respect to any court or
governmental authority, or arbitration board or tribunal.

         10. Neither Obligor is an "investment company" or a company
"controlled" by an "investment company," within the meaning of the Investment
Company Act of 1940, as amended.

         The opinion of Michael K. Beyer, Esq. shall cover such other matters
relating to the sale of the Series 2000-1 Notes as each Purchaser may reasonably
request. With respect to matters of fact on which such opinion is based, such
counsel shall be entitled to rely on appropriate certificates of public
officials and other officers of the Obligors. The opinion of Michael K. Beyer,
Esq. may be limited to the laws of the State of California and the Federal laws
of the United States.


                                EXHIBIT 4.4(a)-2


<PAGE>



                       FORM OF OPINION OF SPECIAL COUNSEL
                                TO THE PURCHASERS



         The closing opinion of Chapman and Cutler, special counsel to the
Purchasers, called for by Section 4.4 of the Note Purchase Agreement, shall be
dated the date of Closing and addressed to each Purchaser, shall be satisfactory
in form and substance to each Purchaser and shall be to the effect that:

          1. Each of the Obligors is a corporation, validly existing and in good
standing under the laws of California and has the corporate power and the
corporate authority to execute and deliver the Note Purchase Agreement and to
issue the Series 2000-1 Notes.

          2. The Note Purchase Agreement have been duly authorized by all
necessary corporate action on the part of the Obligors, has been duly executed
and delivered by the Obligors and constitute the legal, valid and binding
contract of the Obligors enforceable in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent conveyance and similar laws affecting
creditors' rights generally, and general principles of equity (regardless of
whether the application of such principles is considered in a proceeding in
equity or at law).

          3. The Series 2000-1 Notes have been duly authorized by all necessary
corporate action on the part of the Obligors, and the Notes being delivered on
the date hereof have been duly executed and delivered by the Obligors and
constitute the legal, valid and binding obligations of the Obligors enforceable
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent
conveyance and similar laws affecting creditors' rights generally, and general
principles of equity (regardless of whether the application of such principles
is considered in a proceeding in equity or at law).

          4. The issuance, sale and delivery of the Series 2000-1 Notes under
the circumstances contemplated by the Note Purchase Agreement do not, under
existing law, require the registration of the Series 2000-1 Notes under the
Securities Act of 1933, as amended, or the qualification of an indenture under
the Trust Indenture Act of 1939, as amended.

         The opinion of Chapman and Cutler shall also state that the opinion of
Michael K. Beyer, Esq., counsel to the Obligors, is satisfactory in scope and
form to Chapman and Cutler and that, in their opinion, the Purchasers are
justified in relying thereon. With respect to matters of fact upon which such
opinion is based, Chapman and Cutler may rely on appropriate certificates of
public officials and officers of the Obligors and upon representations of the
Obligors and the Purchasers delivered in connection with the issuance and sale
of the Series 2000-1 Notes.


                                EXHIBIT 4.4(b)-1


<PAGE>




         In rendering the opinion set forth in paragraph 1 above, Chapman and
Cutler may rely, as to matters referred to in paragraph 1, solely upon an
examination of the Articles of Incorporation certified by, and a certificate of
good standing of each Obligor from, the Secretary of State of the State of
California the Bylaws of the Obligors and the general business corporation law
of the State of California. The opinion of Chapman and Cutler is limited to the
laws of the State of Illinois, the general business corporation law of the State
of California and the Federal laws of the United States.




                                EXHIBIT 4.4(b)-2


<PAGE>





================================================================================






                         THE ROBERT MONDAVI CORPORATION


                                       and


                                  R.M.E., INC.

                 [NUMBER] SUPPLEMENT TO NOTE PURCHASE AGREEMENT


                       Dated as of ______________________








         Re:          $____________ _____% Series __ Senior Notes
                            DUE _____________________







================================================================================


                                    EXHIBIT S
                          (to Note Purchase Agreement)


<PAGE>




                         THE ROBERT MONDAVI CORPORATION
                             7801 St. Helena Highway
                           Oakville, California 94562


                                  R.M.E., INC.

                                                                  Dated as of
                                                   --------------------, ----

To the Purchaser(s) named in
Schedule A hereto


Ladies and Gentlemen:

         This [Number] Supplement to Note Purchase Agreement (the "Supplement")
is between The Robert Mondavi Corporation, a California corporation ("RMC"), and
R.M.E., Inc., a California corporation ("RME," RMC and RME are each being
hereinafter sometimes individually referred to as an Obligor and collectively as
the "Obligors"), jointly and severally, and the institutional investors named on
Schedule A attached hereto (the "Purchasers").

         Reference is hereby made to that certain Note Purchase Agreement dated
as of March 28, 2000 (the "Note Purchase Agreement") among the Obligors and the
purchasers listed on Schedule A thereto. All capitalized terms not otherwise
defined herein shall have the same meaning as specified in the Note Purchase
Agreement. Reference is further made to Section 4.11 of the Note Purchase
Agreement which requires that, prior to the delivery of any Additional Notes,
the Obligors and each Additional Purchaser shall execute and deliver a
Supplement.

         The Obligors, jointly and severally, hereby agree with the Purchaser(s)
as follows:

         1. The Obligors have authorized the issue and sale of $__________
aggregate principal amount of their _____% Series ___ Senior Notes due
_________, ____ (the "Series ___ Notes"). The Series ___ Notes, together with
the Series 2000-1 Notes initially issued pursuant to the Note Purchase Agreement
and each series of Additional Notes which may from time to time hereafter be
issued pursuant to the provisions of Section 2.2 of the Note Purchase Agreement,
are collectively referred to as the "Notes" (such term shall also include any
such notes issued in substitution therefor pursuant to Section 13 of the Note
Purchase Agreement). The Series ___ Notes shall be substantially in the form set
out in Exhibit 1 hereto with such changes therefrom, if any, as may be approved
by the Purchaser(s) and the Obligors.

         2. Subject to the terms and conditions hereof and as set forth in the
Note Purchase Agreement and on the basis of the representations and warranties
hereinafter set forth, the Obligors agree to issue and sell to each Purchaser,
and each Purchaser agrees to purchase from the Obligors, Series __ Notes in the
principal amount set forth opposite such Purchaser's name on Schedule A hereto
at a price of 100% of the principal amount thereof on the closing date hereafter
mentioned.

<PAGE>


         3. The sale and purchase of the Series __ Notes to be purchased by each
Purchaser shall occur at the offices of [Chapman and Cutler, 111 West Monroe
Street, Chicago, Illinois 60603,] at 11:00 A.M. Chicago time, at a closing (the
"Closing") on ______, ____ or on such other Business Day thereafter on or prior
to _______, ____ as may be agreed upon by the Obligors and the Purchasers. At
the Closing, the Obligors will deliver to each Purchaser the Series __ Notes to
be purchased by such Purchaser in the form of a single Series __ Note (or such
greater number of Series __ Notes in denominations of at least $100,000 as such
Purchaser may request) dated the date of the Closing and registered in such
Purchaser's name (or in the name of such Purchaser's nominee), against delivery
by such Purchaser to the Obligors or their order of immediately available funds
in the amount of the purchase price therefor by wire transfer of immediately
available funds for the account of the Obligors to account number
[__________________________] at ____________ Bank, [Insert Bank address, ABA
number for wire transfers, and any other relevant wire transfer information].
If, at the Closing, the Obligors shall fail to tender such Series __ Notes to
any Purchaser as provided above in this Section 3, or any of the conditions
specified in Section 4 shall not have been fulfilled to any Purchaser's
satisfaction, such Purchaser shall, at such Purchaser's election, be relieved of
all further obligations under this Agreement, without thereby waiving any rights
such Purchaser may have by reason of such failure or such nonfulfillment.

         4. The obligation of each Purchaser to purchase and pay for the Series
__ Notes to be sold to such Purchaser at the Closing is subject to the
fulfillment to such Purchaser's satisfaction, prior to the Closing, of the
conditions set forth in Section 4 of the Note Purchase Agreement with respect to
the Series __ Notes to be purchased at the Closing, and to the following
additional conditions:

                   (a) Except as supplemented, amended or superceded by the
         representations and warranties set forth in Exhibit A hereto, each of
         the representations and warranties of the Obligors set forth in Section
         5 of the Note Purchase Agreement shall be correct as of the date of
         Closing and each Obligor shall have delivered to each Purchaser an
         Officer's Certificate, dated the date of the Closing certifying that
         such condition has been fulfilled.

                   (b) Contemporaneously with the Closing, the Obligors shall
         sell to each Purchaser, and each Purchaser shall purchase, the Series
         __ Notes to be purchased by such Purchaser at the Closing as specified
         in Schedule A.

         5. [Here insert special provisions for Series __ Notes including
prepayment provisions applicable to Series __ Notes (including Make-Whole
Amount) and closing conditions applicable to Series ___ Notes].

         6. Each Purchaser represents and warrants that the representations and
warranties set forth in Section 6 of the Note Purchase Agreement are true and
correct on the date hereof with respect to the purchase of the Series __ Notes
by such Purchaser.

                                      -2-

<PAGE>


         7. The Obligors and each Purchaser agree to be bound by and comply with
the terms and provisions of the Note Purchase Agreement as fully and completely
as if such Purchaser were an original signatory to the Note Purchase Agreement.

         The execution hereof shall constitute a contract between the Obligors
and the Purchaser(s) for the uses and purposes hereinabove set forth, and this
agreement may be executed in any number of counterparts, each executed
counterpart constituting an original but all together only one agreement.

                         THE ROBERT MONDAVI CORPORATION


                          By
                              Name:
                              Title:


                          R.M.E., INC.


                          By _________________________________________
                              Name:
                              Title:

Accepted as of __________, _____

                          [VARIATION]

                          By
                              Name:____________________________________
                              Title:___________________________________




                                      -3-

<PAGE>





                       INFORMATION RELATING TO PURCHASERS

                                                               PRINCIPAL
NAME AND ADDRESS OF PURCHASER                          AMOUNT OF SERIES __ NOTES
                                                            TO BE PURCHASED

[NAME OF PURCHASER]                                    $

(1)      All payments by wire transfer of immediately
         available funds to:


         with sufficient information to identify the source
         and application of such funds.

(2)      All notices of payments and written confirmations
         of such wire transfers:




(3)      All other communications:




                                   SCHEDULE A
                                 (to Supplement)


<PAGE>




                          SUPPLEMENTAL REPRESENTATIONS

         The Obligors, jointly and severally, represent and warrant to each
Purchaser that except as hereinafter set forth in this Exhibit A, each of the
representations and warranties set forth in Section 5 of the Note Purchase
Agreement is true and correct as of the date hereof with respect to the Series
__ Notes with the same force and effect as if each reference to "Series ____
Notes" set forth therein was modified to refer the "Series __ Notes" and each
reference to "this Agreement" therein was modified to refer to the Note Purchase
Agreement as supplemented by the _______ Supplement. The Section references
hereinafter set forth correspond to the similar sections of the Note Purchase
Agreement which are supplemented hereby:

         Section 5.3. Disclosure. The Obligors, through their agent, Bank of
America Securities, LLC, have delivered to each Purchaser a copy of a Private
Placement Memorandum, dated ____________ (the "Memorandum"), relating to the
transactions contemplated by the ______ Supplement. The Note Purchase Agreement,
the Memorandum, the documents, certificates or other writings delivered to each
Purchaser by or on behalf of the Obligors in connection with the transactions
contemplated by the Note Purchase Agreement and the _______ Supplement and the
financial statements listed in Schedule 5.5 to the _____ Supplement, taken as a
whole, do not contain any untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein not misleading in
light of the circumstances under which they were made. Since ____________, there
has been no change in the financial condition, operations, business, properties
or prospects of either Obligor or any Restricted Subsidiary except changes that
individually or in the aggregate could not reasonably be expected to have a
Material Adverse Effect.

         Section 5.4. Organization and Ownership of Shares of Restricted
Subsidiaries. (a) Schedule 5.4 to the ______ Supplement contains (except as
noted therein) complete and correct lists of the Restricted Subsidiaries and
Unrestricted Subsidiaries, and showing, as to each Subsidiary, the correct name
thereof, the jurisdiction of its organization, and the percentage of shares of
each class of its capital stock or similar equity interests outstanding owned by
the Obligors and each other Subsidiary.

        Section 5.13. Private Offering by the Obligors. Neither the Obligors nor
anyone acting on their behalf has offered the Series A Notes or any similar
securities for sale to, or solicited any offer to buy any of the same from, or
otherwise approached or negotiated in respect thereof with, any Person other
than the Purchasers and not more than [_] other Institutional Investors, each of
which has been offered the Series __ Notes at a private sale for investment.
Neither the Obligors nor anyone acting on their behalf has taken, or will take,
any action that would subject the issuance or sale of the Notes to the
registration requirements of Section 5 of the Securities Act.

        Section 5.14. Use of Proceeds; Margin Regulations. The Obligors will
apply the proceeds of the sale of the Series __ Notes to
______________________________ and for general corporate purposes. No part of
the proceeds from the sale of the Series __ Notes pursuant to the _____
Supplement will be used, directly or indirectly, for the purpose of buying or
carrying any margin stock within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System (12 CFR 222), or for the purpose of
buying or carrying or trading in any securities under such circumstances as to
involve the Obligors in a violation of Regulation X of said Board (12 CFR 224)
or to involve any broker or dealer in a violation of Regulation T of said Board
(12 CFR 220). As used in this Section, the terms "margin stock" and "purpose of
buying or carrying" shall have the meanings assigned to them in said Regulation
U.

                                    EXHIBIT A
                                 (to Supplement)

<PAGE>


        Section 5.15. Existing Debt; Future Liens. (a) Schedule 5.15 to the
_________ Supplement sets forth a complete and correct list of all outstanding
Debt of the Obligors and the Restricted Subsidiaries as of _____________, since
which date there has been no Material change in the amounts, interest rates,
sinking funds, installment payments or maturities of the Debt of the Obligors or
the Restricted Subsidiaries. Neither the Obligors nor any Restricted Subsidiary
is in default and no waiver of default is currently in effect, in the payment of
any principal or interest on any Debt of the Obligors or such Restricted
Subsidiary and no event or condition exists with respect to any Debt of the
Obligors or any Restricted Subsidiary that would permit (or that with notice or
the lapse of time, or both, would permit) one or more Persons to cause such Debt
to become due and payable before its stated maturity or before its regularly
scheduled dates of payment.

[Add any additional Sections as appropriate at the time the Series ___ Notes
are issued]


                                       A-2


<PAGE>



                            [FORM OF SERIES __ NOTE]


                         THE ROBERT MONDAVI CORPORATION

                                       AND

                                  R.M.E., INC.


                  ___% SERIES __ SENIOR NOTE DUE ______________

No. [_________]                                                     [Date]
$[____________]                                         PPN [____________]

         FOR VALUE RECEIVED, the undersigned, THE ROBERT MONDAVI CORPORATION, a
California corporation ("RMC"), and R.M.E., INC., a California corporation
("RME," RMC and RME are each being hereinafter sometimes individually referred
to as an "Obligor" and collectively as the "Obligors"), hereby, jointly and
severally, promise to pay to [________________], or registered assigns, the
principal sum of [________________] DOLLARS on _______________, with interest
(computed on the basis of a 360-day year of twelve 30-day months) (a) on the
unpaid balance thereof at the rate of ____% per annum from the date hereof,
payable [semiannually, on the _____ day of ______ and ______ in each year],
commencing on the first of such dates after the date hereof, until the principal
hereof shall have become due and payable, and (b) to the extent permitted by law
on any overdue payment (including any overdue prepayment) of principal, any
overdue payment of interest and any overdue payment of any Make-Whole Amount (as
defined in the Note Purchase Agreement referred to below), payable
[semiannually] as aforesaid (or, at the option of the registered holder hereof,
on demand), at a rate per annum from time to time equal to the greater of (i)
[coupon + 1%] or (ii) 1% over the rate of interest publicly announced by
_________________ from time to time in ____________________ as its "base" or
"prime" rate.

         Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at ______________________, in ______________________, or at such other
place as the Obligors shall have designated by written notice to the holder of
this Note as provided in the Note Purchase Agreement referred to below.

         This Note is one of a series of Senior Notes (the "Notes") issued
pursuant to a Supplement to the Note Purchase Agreement dated as of March 28,
2000 (as from time to time amended, supplemented or modified, the "Note Purchase
Agreement"), between the Obligors, the Purchasers named therein and Additional
Purchasers of Notes from time to time issued pursuant to any Supplement to the
Note Purchase Agreement. This Note and the holder hereof are entitled equally
and ratably with the holders of all other Notes of all series from time to time
outstanding under the Note Purchase Agreement to all the benefits provided for
thereby or referred to therein. Each holder of this Note will be deemed, by its
acceptance hereof, to have made the representation set forth in Section 6.2 of
the Note Purchase Agreement, provided that such holder may (in reliance upon
information provided by the Obligors, which shall not be unreasonably withheld)
make a representation to the effect that the purchase by such holder of any Note
will not constitute a non-exempt prohibited transaction under Section 406(a) of
ERISA.

                                    EXHIBIT 1
                                 (to Supplement)

<PAGE>


         This Note is registered with the Obligors and, as provided in the Note
Purchase Agreement, upon surrender of this Note for registration of transfer,
duly endorsed, or accompanied by a written instrument of transfer duly executed,
by the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note of an identical series for a like principal amount will be
issued to, and registered in the name of, the transferee. Prior to due
presentment for registration of transfer, the Obligors may treat the person in
whose name this Note is registered as the owner hereof for the purpose of
receiving payment and for all other purposes, and the Obligors will not be
affected by any notice to the contrary.

         [The Obligors will make required prepayments of principal on the dates
and in the amounts specified in the Note Purchase Agreement.] [This Note is not
subject to regularly scheduled prepayments of principal.] This Note is [also]
subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not
otherwise.

         If an Event of Default, as defined in the Note Purchase Agreement,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement.

         This Note shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of Illinois
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.

                         THE ROBERT MONDAVI CORPORATION


                         By ________________________________________
                              Name:
                              Title:


                         R.M.E., INC.


                         By ________________________________________
                             Name:
                             Title:



                                       -2-

<PAGE>