**Exhibit 10.70**
May 11,  2004   Farm Credit Services of America, PCA US Bank National Association   Farm Credit Services of Minnesota Valley, PCA,DBA PCS Commercial Finance Group Cöoperatieve Centrale Raiffeisen-Boerenleenbank B.A., “RabobankInternational”, New York Branch   Farm Credit West, FLCA Comerica Bank
  Re: Amendment No, 1 to Amended and RestatedIntercreditor and Collateral Agency Agreement dated as of April 19, 2002
Ladies and Gentlemen:
          Reference is made to that certain Amended and Restated Intercreditor andCollateral Agency Agreement, dated as of April 19, 2002, among the Noteholdersnamed in Schedule I thereto (collectively, together with their successors andassigns, the *“Noteholders”),*the Facility Lenders named in Schedule II thereto(collectively, the *“Facility Lenders”;*together with the Noteholders,collectively hereinafter referred to as the Secured Parties), CöoperatieveCentrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”, New YorkBranch, as administrative agent for the Facility Lenders, and CöoperatieveCentrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”, New YorkBranch, as collateral agent for the Agent and the Secured Parties (the*“Collateral Agent”)*and acknowledged and agreed to by The Chalone Wine Group,Ltd., a California corporation (the *“Company”),*Edna Valley Vineyard, aCalifornia general partnership, SHW Equity Co,, Canoe Ridge Vineyard, LLC,Canoe Ridge Winery, Inc., and Staton Hills Winery Company Limited, a Washingtoncorporation (as amended, restated, supplemented or otherwise modified throughthe date hereof, the “Intercreditor Agreement”; capitalized terms used hereinand not otherwise defined shall have the meaning provided in the IntercreditorAgreement).
          The parties wish to enter into this letter to amend the IntercreditorAgreement to add as Collateral thereunder a parcel of real property owned bythe Company described on Exhibit A to that certain Deed of Trust dated as ofthe date hereof from the Company to North American Title Company, as Trustee,for the benefit of Cöoperatieve Centrale Raiffeisen - Boerenleenbank B.A.,“Rabobank International”, New York Branch. The parties hereto acknowledge andagree that Exhibit B to the Intercreditor Agreement is hereby deleted in itsentirety and replaced with Exhibit B attached hereto.
          The parties acknowledge that concurrently herewith (a) the Company andthe Noteholders are entering into a Second Amendment to Amended and RestatedNote Purchase Agreement dated as of May 11, 2004, and (b) the Company, theAgent, Rabobank International as issuing fender and swingline lender and theFacility Lenders are entering into an Amended and Restated Credit Agreementdated as of May 11, 2004 and in connection therewith the Company, each
 

 

Farm Credit Services of America, et al. May —, 2004Page 2
Subsidiary Guarantor, and the Collateral Agent are entering into an amendmentand restatement of the Security Agreements. The parties hereto hereby consentto such amendments and the transactions contemplated thereby.
          In consideration of the foregoing amendment, each of the Collateral Agentand each Secured Party hereby represents and warrants that, both before andgiving effect to such amendment, the representations and warranties of suchparty set forth in Section 3.2 of the Intercreditor Agreement are true andcorrect as if made on the date hereof, except any such representation orwarranty which speaks to a specific date.
          Notwithstanding anything contained in the foregoing to the contrary, theamendment made pursuant hereto will not in any way operate as an amendment ormodification of the Intercreditor Agreement except as expressly providedherein.
          This letter agreement may be executed in counterparts and each suchcounterpart shall be one and the same agreement. The parties agree thatfacsimile signatures shall be deemed to be original signatures for thepurposes of this letter agreement.
          This letter agreement shall be governed and construed in accordance withthe laws of the State of New York, without giving effect to any conflicts oflaws principles.
[signature page follows]
 

 
    Very truly yours,  Cöoperatieve Centrale Raiffeisen-BoerenleenbankB.A., “Rabobank International”, New YorkBranch, As Agent    By: /s/ John J. McHugh                                          Name: John J. McHugh    Its:  Executive Director   By: /s/ Rebecca O. Morrow                                          Name: Rebecca O. Morrow    Its:  Executive Director     Cöoperatieve Centrale Raiffeisen-BoerenleenbankB.A., “Rabobank International”, New YorkBranch, As Collateral Agent    By: /s/ John J. McHugh                                          Name: John J. McHugh    Its:  Executive Director    By: /s/ Rebecca O. Morrow                                          Name: Rebecca O. Morrow    Its:  Executive Director
 

 
   ACKNOWLEDGED AND AGREED TOTHIS11th  DAY OF  MAY, 2004:      Farm Credit Services Of America, PCA   By: /s/ Bruce P. RouseName: Bruce P. RouseIts: Vice President   Farm Credit Services of Minnesota Valley, PCA,DBA FCS Commercial Finance Group   By: /s/ James M. GrafingName: James M. GrafingIts: SVP Syndicated Finance   Cöoperatieve Centrale Raiffeisen-BoerenleenbankB.A., “Rabobank International”, New York Branch,as a Facility Lender   By: /s/ John J. McHughName: John J. McHughIts: Executive Director   By: /s/ Rebecca O. MorrowName: Rebecca O. MorrowIts: Executive Director   Farm Credit West, FLCA   By: /s/ Mark Littlefield