EXHIBIT 10.1 LOAN AGREEMENT This Loan Agreement ("Agreement") dated as of July 1, 2008, is between BANK OF AMERICA, N.A., a national banking association (the "Bank"), and CRAFT BREWERS ALLIANCE, INC., a Washington corporation (the "Borrower"). The...

EXHIBIT 10.1

LOAN AGREEMENT

This Loan Agreement ("Agreement") dated as of July 1, 2008, is between
BANK OF AMERICA, N.A., a national banking association (the "Bank"), and CRAFT
BREWERS ALLIANCE, INC., a Washington corporation (the "Borrower"). The Line of
Credit and the Term Loan, as defined below, are together referred to as the
"Facilities."

1. LINE OF CREDIT AMOUNT AND TERMS

1.1. Line of Credit Amount.

(a) During the availability period described below, the Bank
will provide a line of credit to the Borrower (the "Line of Credit").
The amount of the Line of Credit (the "Commitment") is Fifteen Million
and No/100 Dollars ($15,000,000.00).

(b) The Line of Credit is a revolving line of credit. During
the availability period, at any time, from time to time, the Borrower
may repay principal amounts under the Line of Credit, without premium
or penalty except with respect to "Portions" pursuant to Sections
3.2(f) and 3.3(e) below, and reborrow them.

(c) The Borrower agrees not to permit the principal balance of
the Line of Credit outstanding to exceed the Commitment. If the
Borrower exceeds this limit, the Borrower will immediately pay the
excess to the Bank upon the Bank's demand.

1.2. Availability Period. The Line of Credit is available between the
date of this Agreement and January 1, 2013, or such earlier date as the
availability may terminate as provided in this Agreement (the "Expiration
Date").

1.3. Repayment Terms.

(a) The Borrower will pay interest in arrears on August 1,
2008, and then on the first day of each month thereafter until payment
in full of any principal outstanding under the Line of Credit. Any
interest period for an optional interest rate (as described below)
shall expire no later than the Expiration Date.

(b) The Borrower will repay in full all principal and any
unpaid interest or other charges outstanding under the Line of Credit
no later than the Expiration Date.

1.4. Interest Rate.

(a) The interest rate is a rate per year equal to the Bank's
Prime Rate plus the Applicable Rate as defined below.

(b) The Prime Rate is the rate of interest publicly announced
from time to time by the Bank as its Prime Rate. The Prime Rate is set
by the Bank based on various factors, including the Bank's costs and
desired return, general economic conditions and other factors, and is
used as a reference point for pricing some loans. The Bank may price
loans to its customers at, above, or below the Prime Rate. Any change
in the Prime Rate shall take effect at the opening of business on the
day specified in the public announcement of a change in the Bank's
Prime Rate.

1.5. Optional Interest Rates. Instead of the interest rate based on the
rate stated in Section 1.4(a), the Borrower may elect the optional interest
rates listed below for the Line of Credit during interest periods set forth in
Section 3.2(a) and 3.3(a). The optional interest rates shall be subject to the
terms and conditions described in Article 3. Any principal amount bearing
interest at an optional rate under this Agreement is referred to as a "Portion."
The following optional interest rates are available:

o The LIBOR Rate plus the Applicable Rate as defined
below.

o The IBOR Rate plus the Applicable Rate as defined below.

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1.6. Applicable Rate. The Applicable Rate shall be (a) 1.75% for
LIBOR/IBOR and 0.30% for the Fee Margin until receipt by the Bank of the
Borrower's financial statements for the period ending December 31, 2008, and (b)
thereafter, the following amounts per annum, based upon the ratio of Funded Debt
to EBITDA (as defined in Section 9.3, the "Financial Test"), as set forth in the
most recent compliance certificate (or, if no compliance certificate is
required, the Borrower's most recent financial statements) received by the Bank
as required in Section 9.2:

--------------------------------------------------------- ------------------------------------------------------------
Applicable Rate
(in percentage points per annum)
----------------------- --------------------------------- ---------------------- ------------------ ------------------

Pricing Level Funded Debt to EBITDA LIBOR/IBOR + Prime +/- Fee Margin:
----------------------- --------------------------------- ---------------------- ------------------ ------------------

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

----------------------- --------------------------------- ---------------------- ------------------ ------------------
1 <4.0 to 1 but = 3.0 to 1 1.500 -0.25 0.225
----------------------- --------------------------------- ---------------------- ------------------ ------------------
2 <3.0 to 1 but = 2.0 to 1 1.250 -0.25 0.225
----------------------- --------------------------------- ---------------------- ------------------ ------------------
3 < 2.0 to 1 1.125 -0.50 0.200
----------------------- --------------------------------- ---------------------- ------------------ ------------------

The Applicable Rate shall be in effect from the date the most recent compliance
certificate or financial statement is received by the Bank until the date the
next compliance certificate or financial statement is received; provided,
however, that if the Borrower fails to timely deliver the next compliance
certificate or financial statement by more than 30 days, the Applicable Rate
from the date 30 days after such compliance certificate or financial statement
was due until the date such compliance certificate or financial statement is
received by the Bank shall be the highest pricing level set forth above.

If, as a result of any restatement of or other adjustment to the financial
statements of the Borrower or for any other reason, the Borrower or the Bank
determines that (i) the Financial Test as calculated by the Borrower as of any
applicable date was inaccurate and (ii) a proper calculation of the Financial
Test would have resulted in higher pricing for such period, the Borrower shall
immediately and retroactively be obligated to pay to the Bank an amount equal to
the excess of the amount of interest and fees that should have been paid for
such period over the amount of interest and fees actually paid for such period.
The Bank's acceptance of payment of such amounts will not constitute a waiver of
any default under this Agreement. The Borrower's obligations under this
paragraph shall survive the termination of this Agreement and the repayment of
all other obligations.

1.7. Letters of Credit.

(a) During the availability period, at the request of the
Borrower, the Bank will issue standby letters of credit with a maximum
maturity of 365 days but not to extend beyond the Expiration Date. The
standby letters of credit may include a provision providing that the
maturity date will be automatically extended each year for an
additional year unless the Bank gives written notice to the contrary.

(b) The amount of the letters of credit outstanding at any one
time (including the drawn and unreimbursed amounts of the letters of
credit) may not exceed Two Million Five Hundred Thousand and No/100
Dollars ($2,500,000).

(c) In calculating the principal amount outstanding under the
Commitment, the calculation shall include the amount of any letters of
credit outstanding, including amounts drawn on any letters of credit
and not yet reimbursed.

(d) The Borrower agrees:

(i) Any sum drawn under a letter of credit may, at
the option of the Bank, be added to the principal amount
outstanding under this Agreement. The amount will bear
interest and be due as described elsewhere in this Agreement.

(ii) If there is a default under this Agreement, at
the Bank's request, to immediately secure the Borrower's
reimbursement obligations under all outstanding letters of
credit with cash collateral in an amount equal to the
aggregate stated amount of all such letters of credit.

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(iii) The issuance of any letter of credit and any
amendment to a letter of credit is subject to the Bank's
written approval and must be in form and content satisfactory
to the Bank and in favor of a beneficiary acceptable to the
Bank.

(iv) To sign the Bank's form Application and
Agreement for Standby Letter of Credit.

(v) To pay any issuance and/or other fees that the
Bank notifies the Borrower will be charged for issuing and
processing letters of credit for the Borrower.

(vi) To allow the Bank to automatically charge its
checking account for applicable fees, discounts, and other
charges.

(vii) To pay the Bank a non-refundable fee equal to
the Applicable Rate per annum set forth for "LIBOR/IBOR" in
Section 1.6, multiplied by the outstanding undrawn amount of
each standby letter of credit, payable annually in advance,
calculated on the basis of the face amount outstanding on the
day the fee is calculated.

2. TERM LOAN AMOUNT AND TERMS

2.1. Loan Amount. The Bank agrees to provide a term loan to the
Borrower in the amount of Thirteen Million Five Hundred Thousand and No/100
Dollars ($13,500,000.00) (the "Term Loan") for refinancing a loan made to the
Borrower's predecessor by merger, Xxxxxx Brothers Brewing Company, an Oregon
corporation ("Xxxxxx"), for purposes of constructing an expansion of its brewery
facility (the "Project").

2.2. Availability Period. The Term Loan is available in one or more
disbursements from the Bank between the date of this Agreement and August 1,
2008, unless the Borrower is in default.

2.3. Repayment Terms.

(a) The Borrower will pay interest in arrears on August 1,
2008, and then on the first day of each month thereafter until payment
in full of any principal outstanding under the Term Loan.

(b) The Borrower will repay principal in installments on the
dates and in the amounts stated on the attached Exhibit A. On July 1,
2018, the Borrower will repay the remaining principal balance plus any
interest then due.

(c) The Borrower may prepay the Term Loan in full or in part
at any time, without premium or penalty except with respect to
"Portions" pursuant to Sections 3.2(f) and 3.3(e) below,. The
prepayment will be applied to the most remote payment of principal due
under the Term Loan.

2.4. Interest Rate. The interest rate is a rate per year equal to the
Bank's Prime Rate plus the Applicable Rate as defined in Section 1.6.

2.5. Optional Interest Rates. Instead of the interest rate based on the
rate stated in Section 2.4, the Borrower may elect the optional interest rates
listed below for the Term Loan during interest periods set forth in Section
3.2(a) and 3.3(a). The optional interest rates shall be subject to the terms and
conditions described in Article 3. Any principal amount bearing interest at an
optional rate under the Term Loan is referred to as a "Portion." The following
optional interest rates are available:

o The LIBOR Rate plus the Applicable Rate as defined in
Section 1.6.

o The IBOR Rate plus the Applicable Rate as defined in
Section 1.6.

3. OPTIONAL INTEREST RATE

3.1. Optional Rates. Each optional interest rate is a rate per year. At
the end of any interest period, the interest rate will revert to the rate stated
in Section 1.4(a) with respect to the Line of Credit, or Section 2.4 with
respect to the Term Loan, unless the Borrower has designated another optional
interest rate for the Portion. No Portion will be converted to a different
interest rate during the applicable interest period. Upon the occurrence of an
event of default under this Agreement, the Bank may terminate the availability
of optional interest rates for interest periods commencing after the default
occurs.

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3.2. LIBOR Rate. The election of LIBOR Rates shall be subject to the
following terms and requirements:

(a) The interest period during which the LIBOR Rate will be in
effect will be one, two, three, or six months. The first day of the
interest period must be a day other than a Saturday or a Sunday on
which the Bank is open for business in New York and London and dealing
in offshore dollars (a "LIBOR Banking Day"). The last day of the
interest period and the actual number of days during the interest
period will be determined by the Bank using the practices of the London
inter-bank market.

(b) Each LIBOR Rate Portion will be for an amount not less
than $1,000,000, with additional increments of $100,000 in excess
thereof.

(c) The "LIBOR Rate" means the interest rate determined by the
following formula. (All amounts in the calculation will be determined
by the Bank as of the first day of the interest period.)

LIBOR Rate = London Inter-Bank Offered Rate
------------------------------
(1.00 - Reserve Percentage)

Where,

(i) "London Inter-Bank Offered Rate" means, for any
applicable interest period, the rate per annum equal to the
British Bankers Association LIBOR Rate ("BBA LIBOR"), as
published by Reuters (or other commercially available source
providing quotations of BBA LIBOR as selected by the Bank from
time to time) at approximately 11:00 a.m. London time two (2)
London Banking Days before the commencement of the interest
period, for U.S. Dollar deposits (for delivery on the first
day of such interest period) with a term equivalent to such
interest period. If such rate is not available at such time
for any reason, then the rate for that interest period will be
determined by such alternate method as reasonably selected by
the Bank. A "London Banking Day" is a day on which banks in
London are open for business and dealing in offshore dollars.

(ii) "Reserve Percentage" means the total of the
maximum reserve percentages for determining the reserves to be
maintained by member banks of the Federal Reserve System for
Eurocurrency Liabilities, as defined in Federal Reserve Board
Regulation D, rounded upward to the nearest 1/100 of one
percent. The percentage will be expressed as a decimal, and
will include, but not be limited to, marginal, emergency,
supplemental, special, and other reserve percentages.

(d) The Borrower shall irrevocably request a LIBOR Rate
Portion no later than 12:00 noon, Pacific time, on the LIBOR Banking
Day preceding the day on which the London Inter-Bank Offered Rate will
be set, as specified above. For example, if there are no intervening
holidays or weekend days in any of the relevant locations, the request
must be made at least three days before the LIBOR Rate takes effect.

(e) The Bank will have no obligation to accept an election for
a LIBOR Rate Portion if any of the following described events has
occurred and is continuing:

(i) Dollar deposits in the principal amount, and for
periods equal to the interest period, of a LIBOR Rate Portion
are not available in the London inter-bank market; or

(ii) the LIBOR Rate does not accurately reflect the
cost of a LIBOR Rate Portion.

(f) Each prepayment of a LIBOR Rate Portion, whether
voluntary, by reason of acceleration or otherwise, will be accompanied
by the amount of accrued interest on the amount prepaid and a
prepayment fee as described below. A "prepayment" is a payment of an
amount on a date earlier than the scheduled payment date for such
amount as required by this Agreement.

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(g) The prepayment fee shall be in an amount sufficient to
compensate the Bank for any loss, cost or expense incurred by it as a
result of the prepayment, including any loss of anticipated profits and
any loss or expense arising from the liquidation or reemployment of
funds obtained by it to maintain such Portion or from fees payable to
terminate the deposits from which such funds were obtained. The
Borrower shall also pay any customary administrative fees charged by
the Bank in connection with the foregoing. For purposes of this
section, the Bank shall be deemed to have funded each Portion by a
matching deposit or other borrowing in the applicable interbank market,
whether or not such Portion was in fact so funded.

3.3. IBOR Rate. The election of IBOR Rates shall be subject to the
following terms and requirements:

(a) The interest period during which the IBOR Rate will be in
effect will be no shorter than 14 days and no longer than six months.
The last day of the interest period will be determined by the Bank
using the practices of the offshore dollar inter-bank market.

(b) Each IBOR Rate Portion will be for an amount not less than
$1,000,000.

(c) The "IBOR Rate" means the interest rate determined by the
following formula, rounded upward to the nearest 1/100 of one percent.
(All amounts in the calculation will be determined by the Bank as of
the first day of the interest period.)

IBOR Rate = IBOR Base Rate
--------------
(1.00 - Reserve Percentage)

Where,

(i) "IBOR Base Rate" means the interest rate at which
the Bank's Grand Cayman Banking Center, Grand Cayman, British
West Indies, would offer U.S. dollar deposits for the
applicable interest period to other major banks in the
offshore dollar inter-bank market.

(d) The Bank will have no obligation to accept an election for
an IBOR Rate Portion if any of the following described events has
occurred and is continuing:

(i) Dollar deposits in the principal amount, and for
periods equal to the interest period, of an IBOR Rate Portion
are not available in the offshore dollar inter-bank market; or

(ii) the IBOR Rate does not accurately reflect the
cost of an IBOR Rate Portion.

(e) Each prepayment of an IBOR Rate Portion, whether
voluntary, by reason of acceleration or otherwise, will be accompanied
by the amount of accrued interest on the amount prepaid, and a
prepayment fee as described below. A "prepayment" is a payment of an
amount on a date earlier than the scheduled payment date for such
amount as required by this Agreement.

(f) The prepayment fee shall be in an amount sufficient to
compensate the Bank for any loss, cost or expense incurred by it as a
result of the prepayment, including any loss of anticipated profits and
any loss or expense arising from the liquidation or reemployment of
funds obtained by it to maintain such Portion or from fees payable to
terminate the deposits from which such funds were obtained. The
Borrower shall also pay any customary administrative fees charged by
the Bank in connection with the foregoing. For purposes of this
section, the Bank shall be deemed to have funded each Portion by a
matching deposit or other borrowing in the applicable interbank market,
whether or not such Portion was in fact so funded.

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4. FEES AND EXPENSES

4.1. Fees.

(a) Unused Commitment Fee. The Borrower agrees to pay a fee on
any difference between the Commitment and the amount of the Line of
Credit it actually uses, determined by the average of the daily amount
of credit outstanding under the Line of Credit during the specified
period. The fee will be calculated at a rate per year equal to the "Fee
Margin" as determined in accordance with Section 1.6. The calculation
of credit outstanding shall include the undrawn amount of standby
letters of credit. This fee is due on September 30, 2008, and on the
last day of each following calendar quarter until, and on, the
Expiration Date.

(b) Loan Fee. The Borrower agrees to pay a loan fee in the
amount of $25,000.00 for the Term Loan. This fee is due on the date of
this Agreement.

(c) Waiver Fee. If the Bank, at its discretion, agrees to
waive or amend any terms of this Agreement, the Borrower will, at the
Bank's option, pay the Bank a fee for each waiver or amendment in an
amount advised by the Bank at the time the Borrower requests the waiver
or amendment. Nothing in this section shall imply that the Bank is
obligated to agree to any waiver or amendment requested by the
Borrower. The Bank may impose additional requirements as a condition to
any waiver or amendment.

(d) Late Fee. To the extent permitted by law, the Borrower
agrees to pay a late fee in an amount not to exceed four percent (4%)
of any payment that is more than fifteen (15) days late. The imposition
and payment of a late fee shall not constitute a waiver of the Bank's
rights with respect to the default.

4.2. Expenses. The Borrower agrees to immediately repay the Bank for
expenses that include, but are not limited to, filing, recording and search
fees, appraisal fees, title report fees, and documentation fees.

4.3. Reimbursement Costs.

(a) The Borrower agrees to reimburse the Bank for any expenses
it incurs in the preparation of this Agreement and any agreement or
instrument required by this Agreement. Expenses include, but are not
limited to, reasonable attorneys' fees, including any allocated costs
of the Bank's in-house counsel to the extent permitted by applicable
law.

(b) The Borrower agrees to reimburse the Bank for the cost of
periodic field examinations of the Borrower's books, records and
collateral, and appraisals of the collateral, at such intervals as the
Bank may reasonably require. The actions described in this section may
be performed by employees of the Bank or by independent appraisers.

5. COLLATERAL

5.1. Personal Property. The Borrower's obligations to the Bank under
this Agreement will be secured by all personal property assets the Borrower now
owns or will own in the future. The collateral is further defined in a security
agreement to be executed by the Borrower.

5.2. Real Property. The Borrower's obligations to the Bank under both
Facilities will be secured by a lien covering real property located at 000 Xxxxx
Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxx owned by the Borrower. The foregoing lien is
legally described in the Line of Credit Commercial Deed of Trust, Assignment,
Security Agreement and Fixture Filing (the "Deed of Trust") dated December 28,
2007, made by Xxxxxx, as Grantor, recorded December 31, 2007, in Multnomah
County, Oregon, under recording number 2007-220398. The Deed of Trust shall be
amended to reference this Agreement as its primary secured obligation, and the
Bank shall receive at the Borrower's expense a modification endorsement to its
title policy covering the Deed of Trust reflecting such amendment.

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5.3. Assumption of Obligations. The Borrower, as successor by merger to
Xxxxxx, assumes and agrees to pay and perform all obligations of Xxxxxx under
the Deed of Trust, and under the Environmental Indemnification and Release
Agreement dated as of the December 28, 2007, by and between Xxxxxx and the Bank.

5.4. Swap Transactions. If the Borrower enters into any Swap
Transaction with the Bank, the collateral described above shall also secure all
Swap Obligations. "Swap Transaction" shall mean any interest rate swap
transaction, forward rate transaction, interest rate cap, floor or collar
transaction, swaption, bond or bond price swap, option or forward, treasury
lock, any similar transaction, any option to enter into any of the foregoing and
any combination of the foregoing, which agreements may be oral or in writing
including, without limitation, any master agreement relating to or governing any
or all of the foregoing any related schedule or confirmations. "Swap
Obligations" shall mean all indebtedness and obligations of the Borrower to the
Bank under any Swap Transaction, as any or all of them may from time to time be
modified, amended, extended, renewed and restated.

6. DISBURSEMENTS, PAYMENTS AND COSTS

6.1. Disbursements and Payments.

(a) Each payment by the Borrower will be made in U.S. Dollars
and immediately available funds by debit to the "Designated Account" as
described in this Agreement or otherwise authorized by the Borrower.
For payments not made by direct debit, payments will be made by mail to
the address shown on the Borrower's statement or at one of the Bank's
banking centers in the United States, or by such other method as may be
permitted by the Bank.

(b) The Bank may honor instructions for advances or repayments
given by the Borrower (if an individual), or by any one of the
individuals authorized to sign loan agreements on behalf of the
Borrower, or any other individual designated by any one of such
authorized signers (each an "Authorized Individual").

(c) For any payment under this Agreement made by debit to a
deposit account, the Borrower will maintain sufficient immediately
available funds in the deposit account to cover each debit. If there
are insufficient immediately available funds in the deposit account on
the date the Bank enters any such debit authorized by this Agreement,
the Bank may reverse the debit.

(d) Each disbursement by the Bank and each payment by the
Borrower will be evidenced by records kept by the Bank. In addition,
the Bank may, at its discretion, require the Borrower to sign one or
more promissory notes.

(e) Prior to the date each payment of principal and interest
and any fees from the Borrower becomes due (the "Due Date"), the Bank
will mail to the Borrower a statement of the amounts that will be due
on that Due Date (the "Billed Amount"). The calculations in the xxxx
will be made on the assumption that no new extensions of credit or
payments will be made between the date of the billing statement and the
Due Date, and that there will be no changes in the applicable interest
rate. If the Billed Amount differs from the actual amount due on the
Due Date (the "Accrued Amount"), the discrepancy will be treated as
follows:

(i) If the Billed Amount is less than the Accrued
Amount, the Billed Amount for the following Due Date will be
increased by the amount of the discrepancy. The Borrower will
not be in default by reason of any such discrepancy.

(ii) If the Billed Amount is more than the Accrued
Amount, the Billed Amount for the following Due Date will be
decreased by the amount of the discrepancy.

Regardless of any such discrepancy, interest will continue to accrue
based on the actual amount of principal outstanding without
compounding. The Bank will not pay the Borrower interest on any
overpayment.

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6.2. Telephone and Telefax Authorization.

(a) The Bank may honor telephone or telefax instructions for
advances, repayments, the designation of optional interest rates or the
issuance of letters of credit given, or purported to be given, by any
one of the Authorized Individuals.

(b) Advances will be deposited in and repayments will be
withdrawn from an account at the Bank owned by the Borrower, as
designated in writing by the Borrower from time to time (the
"Designated Account").

(c) The Borrower will indemnify and hold the Bank harmless
from all liability, loss, and costs in connection with any act
resulting from telephone or telefax instructions the Bank reasonably
believes are made by any Authorized Individual. This paragraph will
survive this Agreement's termination, and will benefit the Bank and its
officers, employees, and agents.

6.3. Direct Debit. The Borrower agrees that on the Due Date the Bank
will debit the Billed Amount from the Designated Account.

6.4. Banking Days. Unless otherwise provided in this Agreement, a
banking day is a day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close, or are in fact closed, in the state
where the Bank's lending office is located, and, if such day relates to amounts
bearing interest at an offshore rate (if any), means any such day on which
dealings in dollar deposits are conducted among banks in the offshore dollar
interbank market. All payments and disbursements which would be due on a day
which is not a banking day will be due on the next banking day. All payments
received on a day which is not a banking day will be applied to the Facilities
on the next banking day.

6.5. Interest Calculation. Except as otherwise stated in this
Agreement, all interest and fees, if any, will be computed on the basis of a
360-day year and the actual number of days elapsed. This results in more
interest or a higher fee than if a 365-day year is used. Installments of
principal which are not paid when due under this Agreement shall continue to
bear interest until paid.

6.6. Default Rate. Upon the occurrence of any default under this
Agreement, all amounts outstanding under this Agreement, including any interest,
fees, or costs which are not paid when due, will at the option of the Bank bear
interest at a rate which is 4.0 percentage point(s) higher than the rate of
interest otherwise provided under this Agreement. This may result in compounding
of interest. This will not constitute a waiver of any default.

7. CONDITIONS

The Bank must receive the following items, in form and content acceptable to the
Bank, before it is required to extend any credit to the Borrower under this
Agreement:

7.1. Conditions to First Extension of Credit. Before the first
extension of credit:

(a) Merger. Evidence that the merger of Xxxxxx into Redhook
Ale Brewery, Incorporated, a Washington corporation ("Redhook"), and
the resulting name change of Redhook to Craft Brewers Alliance, Inc.,
has been completed.

(b) Authorizations. Evidence that the execution, delivery and
performance by the Borrower of this Agreement and any instrument or
agreement required under this Agreement have been duly authorized.

(c) Governing Documents. Copies of the Borrower's articles of
incorporation, bylaws, articles of merger reflecting the merger of
Xxxxxx and Redhook, articles of amendment evidencing the name change to
Craft Brewers Alliance, Inc., and certificate of existence of the
Borrower.

(d) Legal Opinion. A written opinion from the Borrower's legal
counsel affirming the elements of Sections 8.1 through 8.5, in form
acceptable to the Bank.

(e) Security Agreement. Signed original security agreement
covering the personal property collateral which the Bank requires.

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(f) Perfection and Evidence of Priority. Financing statements
and fixture filings (and any collateral in which the Bank requires a
possessory security interest), together with evidence that the security
interests and liens in favor of the Bank are valid, enforceable, and
prior to all others' rights and interests, except those the Bank
consents to in writing.

(g) Payment of Fees. Payment of all accrued and unpaid
expenses incurred by the Bank as required by Section 4.3.

(h) Deed of Trust Amendment. Signed and acknowledged original
deed of trust amendment executed by the Borrower and the Bank, amending
the Deed of Trust.

(i) Title Insurance. At the Borrower's expense, a modification
endorsement to the ALTA lender's title insurance policy covering the
Deed of Trust, showing no liens subsequent to the date of original
recording of the Deed of Trust, other than those acceptable to the Bank
in its sole discretion.

(j) Other Items. Any other items that the Bank reasonably
requires.

7.2. Conditions to Subsequent Advances. Before each subsequent
extension of credit:

(a) Representations and Warranties. The representations and
warranties made by the Borrower in the loan documents and in any
certificate, document, or financial statement furnished at any time
shall continue to be true and correct, except to the extent that such
representations and warranties expressly relate to an earlier date.

(b) No Material Adverse Change. Subsequent to the date of the
Borrower's most recent annual financial statements delivered to the
Bank, the Borrower has not incurred any liabilities or obligations,
direct or contingent that are prohibited by this Agreement, and there
has not been any material adverse change in the financial condition of
the Borrower taken as a whole.

(c) Compliance. No event of default or other event which, upon
notice or lapse of time or both would constitute an event of default
under this Agreement, shall have occurred and be continuing, or shall
exist after giving effect to the advance of credit to be made.

8. REPRESENTATIONS AND WARRANTIES

When the Borrower signs this Agreement, so long as the Bank's commitment to make
advances under the Facilities is continuing, and until the Facilities are repaid
in full, the Borrower makes the following representations and warranties. Each
request for an extension of credit constitutes a renewal of these
representations and warranties as of the date of the request:

8.1. Formation. The Borrower is duly formed as a corporation existing
under the laws of the state of Washington.

8.2. Authorization. This Agreement, and any instrument or agreement
required hereunder, are within the Borrower's powers, have been duly authorized,
and do not conflict with any of its organizational papers.

8.3. Enforceable Agreement. This Agreement is a legal, valid and
binding agreement of the Borrower, enforceable against the Borrower in
accordance with its terms, and any instrument or agreement required hereunder,
when executed and delivered, will be similarly legal, valid, binding and
enforceable.

8.4. Good Standing. In each state in which the Borrower does business,
it is properly licensed, in good standing (if applicable), and, where required,
in compliance with fictitious name statutes.

8.5. No Conflicts. This Agreement does not conflict with any law,
agreement, or obligation by which the Borrower is bound.

8.6. Financial Information. All financial and other information that
has been or will be supplied to the Bank is sufficiently complete to give the
Bank accurate knowledge of the Borrower's financial condition, including all
material contingent liabilities. Since the date of the most recent financial
statement provided to the Bank, there has been no material adverse change in the
business condition (financial or otherwise), operations, properties or prospects
of the Borrower taken as a whole.

-9-

8.7. Lawsuits. There is no lawsuit, tax claim or other dispute pending
or threatened against the Borrower which, if lost, would impair the Borrower's
financial condition or ability to repay the Facilities, except as have been
disclosed in writing to the Bank.

8.8. Collateral. All collateral required in this Agreement is owned by
the Borrower free of any title defects or any liens or interests of others,
except those which have been approved by the Bank in writing.

8.9. Permits, Franchises. The Borrower possesses all permits,
memberships, franchises, contracts and licenses required and all trademark
rights, trade name rights, patent rights and fictitious name rights necessary to
enable it to conduct the business in which it is now engaged.

8.10. Other Obligations. The Borrower is not in default on any
obligation for borrowed money, any purchase money obligation or any other
material lease, commitment, contract, instrument or obligation, except as have
been disclosed in writing to the Bank.

8.11. Tax Matters. The Borrower has no knowledge of any pending
assessments or adjustments of its income tax for any year and all taxes due have
been paid, except as have been disclosed in writing to the Bank.

8.12. No Event of Default. There is no event which is, or with notice
or lapse of time or both would be, a default under this Agreement.

8.13. Insurance. The Borrower has obtained, and maintained in effect,
the insurance coverage required in Section 9.16 of this Agreement.

8.14. Employee Benefit Plan. The Borrower is in compliance in all
material respects with the provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), and the regulations and published
interpretations thereunder. The Borrower has not engaged in any acts or
omissions, which would make the Borrower materially liable to any Plan, to any
of its participants, or to the Internal Revenue Service, under ERISA.
Capitalized terms in this section shall have the meanings defined within ERISA.

8.15. UCC Information. The Borrower was originally formed under the
laws of the State of Oregon, and remains a Washington corporation. The
Borrower's "organizational identification number" for purposes of the UCC is
600407212. The Borrower's place of business (or, if the Borrower has more than
one place of business, its chief executive office) is located at the address
listed under the Borrower's signature on this Agreement.

9. COVENANTS

The Borrower agrees, so long as the Bank's commitment to make advances under the
Facilities is continuing, and until the Facilities are repaid in full:

9.1. Use of Proceeds. To use the proceeds of the Line of Credit for
working capital purposes and general corporate purposes, and to use the Term
Loan for refinance of construction of a brewery expansion and other general
corporate purposes.

9.2. Financial Information. To provide the following financial
information and statements in form and content acceptable to the Bank, and such
additional information as requested by the Bank from time to time:

(a) Within 120 days of the fiscal year end, the annual
financial statements of the Borrower, certified and dated by an
authorized financial officer. These financial statements must be
audited (with an opinion satisfactory to the Bank) by a Certified
Public Accountant acceptable to the Bank. The statements shall be
prepared on a consolidated basis.

(b) Within 45 days of the period's end (including the last
period in each fiscal year), quarterly financial statements of the
Borrower, certified and dated by an authorized financial officer. These
financial statements may be company-prepared. The statements shall be
prepared on a consolidated and consolidating basis.

-10-

(c) Within the period(s) provided in (a) and (b) above, a
compliance certificate of the Borrower signed by an authorized
financial officer of the Borrower setting forth (i) the information and
computations (in sufficient detail) to establish that the Borrower is
in compliance with all financial covenants at the end of the period
covered by the financial statements then being furnished and (ii)
whether there existed as of the date of such financial statements and
whether there exists as of the date of the certificate, any default
under this Agreement and, if any such default exists, specifying the
nature thereof and the action the Borrower is taking and proposes to
take with respect thereto.

(d) By January 31 of each year, an annual budget for the
Borrower.

9.3. Funded Debt to EBITDA Ratio. To maintain on a consolidated basis a
ratio of Funded Debt to EBITDA not exceeding the ratios indicated for each
period specified below:

Period Ratios
------ ------

From the closing date
through September 30, 2008: 4.75 to 1

From December 31, 2008
through September 30, 2009 4.0 to 1

From December 31, 2009
through September 30, 2010 3.5 to 1

From December 31, 2010,
and thereafter 3.0 to 1

(a) "Funded Debt" means all outstanding liabilities for
borrowed money and other interest-bearing liabilities, including
current and long term debt, less the non-current portion of
Subordinated Liabilities.

(b) "EBITDA" means net income, less income or plus loss from
discontinued operations and extraordinary items, plus income taxes,
plus interest expense, plus depreciation, depletion, and amortization,
minus dividends, plus other non-cash charges, including restructuring
charges in accordance with the schedule attached as Exhibit B to this
Agreement, plus additional indirect charges of $2,000,000 for quarter
ending September 30, 2008, and of $1,000,000 for the quarters ending
December 31, 2008, and March 31, 2009 (and of zero thereafter).

(c) "Subordinated Liabilities" means liabilities subordinated
to the Borrower's obligations to the Bank in a manner acceptable to the
Bank in its sole discretion.

(d) This ratio will be calculated at the end of each reporting
period for which the Bank requires financial statements, using the
results of the twelve-month period ending with that reporting period.

-11-

9.4. Fixed Charge Coverage Ratio. To maintain on a consolidated basis a
Fixed Charge Coverage Ratio of at least the ratios indicated for each period
specified below:

Period Ratios
------ ------

From the closing date
through quarter ending
September 30, 2008: 1.15 to 1

From quarter ending
December 31, 2008 and thereafter 1.25 to 1

(a) "Fixed Charge Coverage Ratio" means the ratio of:

(i) EBITDA (as defined above) minus cash taxes minus
Maintenance Capital Expenditures, divided by

(ii) current year scheduled principal payments on
long-term Debt, plus current portion of capital leases, plus
cash interest expense.

(b) "Maintenance Capital Expenditures" means $2,000,000
through December 31, 2008, and $3,000,000 as of all reporting periods
thereafter.

(c) This ratio will be calculated at the end of each reporting
period for which the Bank requires financial statements, using the
results of the twelve-month period ending with that reporting period.
The current portion of long-term liabilities will be measured as of the
last day of the calculation period.

9.5. Dividends and Stock Repurchases. Not to declare or pay any
dividends on any of its shares, and not to purchase, redeem or otherwise acquire
for value any of its shares, or create any sinking fund in relation thereto,
except dividends or share repurchases may be paid if:

(a) prior to the distribution the Borrower is in compliance
with Section 9.4, AND

(b) after the distribution the Borrower would be in compliance
with Section 9.4 on a pro forma basis, AND

(c) no event of default has occurred and is continuing under
this Agreement, and no event of default would result under this
Agreement from such dividend(s) or repurchase(s).

9.6. Retention. Not to release the general contractor's retention for
the Project until a certificate of occupancy, if applicable, has been obtained
by the Borrower as to the Project, and until 90 days have passed following
recording of a notice of completion, and no construction liens appear of record
or are being litigated.

9.7. Bank as Principal Depository. To maintain the Bank as its
principal depository bank, including for the maintenance of business, cash
management, operating and administrative deposit accounts.

9.8. Other Debts. Not to have outstanding or incur any direct or
contingent liabilities (including liability for the liabilities of others) or
lease obligations (collectively, "Indebtedness") (other than Indebtedness owed
to the Bank) without the Bank's written consent. This does not prohibit
(collectively, "Permitted Indebtedness"):

(a) Acquiring goods, supplies, or merchandise on normal trade
credit.

(b) Endorsing negotiable instruments received in the usual
course of business.

(d) Debt secured by purchase money security interests in
assets acquired after the date of this Agreement ("purchase-money
debt"), if such purchase-money debt does not exceed $1,000,000 of new
purchase-money debt annually.

-12-

(e) Equipment leases under lease arrangements with the Bank's
equipment lease affiliate.

(f) Liabilities, lines of credit and leases in existence on
the date of this Agreement disclosed in writing to the Bank.

(g) In addition to the Indebtedness permitted by Sections
9.8(a) through (f), other Indebtedness in an aggregate amount not to
exceed $250,000 at any time outstanding.

9.9. Other Liens. Not to create, assume, or allow any security
interest, lien, judicial liens, or assignments (collectively, "Liens") on or of
property the Borrower now or later owns, except (collectively, "Permitted
Liens"):

(a) Liens and security interests in favor of the Bank.

(b) Liens for taxes not yet due.

(c) Liens outstanding on the date of this Agreement disclosed
in writing to the Bank, or of public record on the date of this
Agreement.

(d) Liens securing Permitted Indebtedness.

(e) easements, rights of way, and other encumbrances on title
to real property owned or leased by Borrower that do not render title
to the property encumbered thereby unmarketable or materially adversely
affect the use of such property for its present purposes.

(f) pledges or deposits to secure obligations under workers'
compensation laws or similar legislation or to secure public or
statutory obligations.

(g) Liens imposed by law, such as materialmen's, mechanics',
carriers', workmen's and, repairmen's, Liens and other similar Liens
arising in the ordinary course of business securing obligations that
are either: (i) not overdue for a period of more than 45 days; or (ii)
are being contested in good faith and by proper proceedings and as to
which appropriate reserves are being maintained.

(h) Liens on proceeds of any of the assets permitted to be the
subject of any Lien or assignment permitted by Section 9.8(d), so long
as such Liens only secure the purchase price of the assets purchased
with such financing.

(i) The replacement, extension, or renewal of any Permitted
Lien, so long as such Lien does not secure an amount greater than the
amount previously secured by such Lien.

9.10. Maintenance of Assets.

(a) Not to sell, assign, lease, transfer or otherwise dispose
of any part of the Borrower's business or the Borrower's assets except
in the ordinary course of the Borrower's business.

(b) Not to sell, assign, lease, transfer or otherwise dispose
of any assets for less than fair market value, or enter into any
agreement to do so.

(d) To maintain and preserve all rights, privileges, and
franchises the Borrower now has.

(e) To make any repairs, renewals, or replacements to keep the
Borrower's properties in good working condition.

9.11. Investments. Not to have any existing, or make any new,
investments in any individual or entity, or make any capital contributions or
other transfers of assets to any individual or entity, except for:

(a) Existing investments disclosed to the Bank in writing.

-13-

(b) Investments in Xxxxxx Street Brewery LLC ("FSB") and Kona
Brewery LLC ("Kona").

(i) certificates of deposit;

(ii) Money market mutual funds, bankers' acceptances,
eurodollar investments, repurchase agreements, and other
short-term money market investments acceptable to the Bank.

(iii) U.S. treasury bills and other obligations of
the federal government;

(iv) readily marketable securities (including
commercial paper, but excluding restricted stock and stock
subject to the provisions of Rule 144 of the Securities and
Exchange Commission).

(d) Minority interests in other craft brewers up to $5,000,000
in the aggregate, provided that after the closing of any such
investment the amount available to be drawn under the Line of Credit
must exceed $2,500,000.

9.12. Loans. Not to make any loans, advances or other extensions of
credit to any individual or entity, except for:

(a) Existing extensions of credit disclosed to the Bank in
writing.

(b) Extensions of credit to the Borrower's current
subsidiaries.

(c) Extensions of credit in the nature of accounts receivable
or notes receivable arising from the sale or lease of goods or services
in the ordinary course of business to non-affiliated entities.

(d) Extensions of credit to officers of the Borrower for
relocation or similar expenses so long as the aggregate amount of all
such loans outstanding do not at any one time exceed $250,000.

9.13. Change of Ownership. Not to cause, permit, or suffer a Change in
Control to occur. "Change in Control" means an event or series of events by
which:

(a) any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but
excluding any employee benefit plan of such person or its subsidiaries,
and any person or entity acting in its capacity as trustee, agent or
other fiduciary or administrator of any such plan) becomes the
"beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Securities Exchange Act of 1934, except that a person or group shall be
deemed to have "beneficial ownership" of all securities that such
person or group has the right to acquire, whether such right is
exercisable immediately or only after the passage of time (such right,
an "option right")), directly or indirectly, of 50% or more of the
equity securities of the Borrower entitled to vote for members of the
board of directors or equivalent governing body of the Borrower on a
fully-diluted basis (and taking into account all such securities that
such person or group has the right to acquire pursuant to any option
right); or

(b) any individual(s) or entity(s) acting in concert shall
have acquired by contract or otherwise, or shall have entered into a
contract or arrangement that, upon consummation thereof, will result in
its or their acquisition of the power to exercise, directly or
indirectly, control over the equity securities of the Borrower entitled
to vote for members of the board of directors or equivalent governing
body of the Borrower on a fully-diluted basis (and taking into account
all such securities that such individual(s) or entity(s) or group has
the right to acquire pursuant to any option right) representing 50% or
more of the combined voting power of such securities.

9.14. Additional Negative Covenants. Not to, without the Bank's written
consent:

(a) Enter into any consolidation, merger, or other
combination, or become a partner in a partnership, a member of a joint
venture, or a member of a limited liability company.

-14-

(b) Acquire or purchase a business or its assets.

(d) Liquidate or dissolve the Borrower's business.

(e) Voluntarily suspend its business for more than 15 days in
any 30-day period.

9.15. Notices to Bank. To promptly notify the Bank in writing of:

(a) Any lawsuit over $1,000,000 against the Borrower or any
Obligor.

(b) Any substantial dispute between any governmental authority
and the Borrower or any Obligor.

(c) Any event of default under this Agreement, or any event
which, with notice or lapse of time or both, would constitute an event
of default.

(d) Any material adverse change in the Borrower's or any
Obligor's business condition (financial or otherwise), operations,
properties or prospects, taken as a whole, or the Borrower's ability to
repay the Facilities.

(e) Any change in the Borrower's or any Obligor's name, legal
structure, place of business, or chief executive office if the Borrower
or any Obligor has more than one place of business.

(f) Any actual contingent liabilities of the Borrower or any
Obligor, and any such contingent liabilities which are reasonably
foreseeable, where such liabilities are in excess of $1,000,000 in the
aggregate.

(g) Until such time as the endorsement for lien-free
completion as required under Section 10.7 has been provided, notice of
any construction liens recorded against the real property collateral.

For purposes of this Agreement, "Obligor" shall mean any guarantor and any party
pledging collateral to the Bank.

9.16. Insurance.

(a) General Business Insurance. To maintain insurance
satisfactory to the Bank as to amount, nature and carrier covering
property damage (including loss of use and occupancy) to any of the
Borrower's real properties, business interruption insurance, commercial
general liability insurance including coverage for contractual
liability, product liability and workers' compensation, and any other
insurance which is usual and reasonable for the Borrower's business.

(b) Insurance Covering Personal Property Collateral. To
maintain all risk property damage insurance policies (including without
limitation windstorm coverage, and hurricane coverage as applicable,
and to the extent obtainable at a commercially reasonable premium)
covering the tangible personal property comprising the collateral. Each
insurance policy must be in an amount acceptable to the Bank. The
insurance must be issued by an insurance company acceptable to the Bank
and must include a lender's loss payable endorsement in favor of the
Bank in a form acceptable to the Bank. Upon the request of the Bank,
the Borrower shall deliver to the Bank a copy of each insurance policy,
or, if permitted by the Bank, a certificate of insurance listing all
insurance in force.

(c) Insurance Covering Real Property Collateral. To provide
and maintain in force at all times all risk property damage insurance
(including without limitation windstorm coverage, and hurricane
coverage as applicable) on the real property collateral and such other
type of insurance on the real property collateral as may be required by
the Bank in its reasonable judgment. At the Bank's request, the
Borrower shall provide the Bank with a counterpart original of any
policy, together with a certificate of insurance setting forth the
coverage, the limits of liability, the carrier, the policy number and
the expiration date. Each such policy of insurance shall be in an
amount, for a term, and in form and content satisfactory to the Bank,
and shall be written only by companies approved by the Bank. In
addition, each policy of hazard insurance shall include a Form 438BFU
or equivalent loss payable endorsement in favor of the Bank.

-15-

9.17. Damages and Insurance and Condemnation Proceeds.

(a) The Borrower hereby absolutely and irrevocably assigns to
the Bank, and authorizes the payor to pay to the Bank, the following
claims, causes of action, awards, payments and rights to payment
(collectively, the "Claims"):

(i) all awards of damages and all other compensation
payable directly or indirectly because of a condemnation,
proposed condemnation or taking for public or private use
which affects all or part of the real property collateral or
any interest in it;

(ii) all other awards, claims and causes of action,
arising out of any breach of warranty or misrepresentation
affecting all or any part of the real property collateral, or
for damage or injury to, or defect in, or decrease in value of
all or part of the real property collateral or any interest in
it;

(iii) all proceeds of any insurance policies payable
because of loss sustained to all or part of the real property
collateral, whether or not such insurance policies are
required by the Bank; and

(iv) all interest which may accrue on any of the
foregoing.

(b) The Borrower shall immediately notify the Bank in writing
if:

(i) any damage occurs or any injury or loss is
sustained to all or part of the real property collateral, or
any action or proceeding relating to any such damage, injury
or loss is commenced; or

(ii) any offer is made, or any action or proceeding
is commenced, which relates to any actual or proposed
condemnation or taking of all or part of the real property
collateral.

If the Bank chooses to do so, it may in its own name appear in or
prosecute any action or proceeding to enforce any cause of action based
on breach of warranty or misrepresentation, or for damage or injury to,
defect in, or decrease in value of all or part of the real property
collateral, and it may make any compromise or settlement of the action
or proceeding. The Bank, if it so chooses, may participate in any
action or proceeding relating to condemnation or taking of all or part
of the real property collateral, and may join the Borrower in adjusting
any loss covered by insurance.

(c) All proceeds of the Claims assigned to the Bank under this
Section shall be paid to the Bank. In each instance, the Bank shall
apply those proceeds first toward reimbursement of all of the Bank's
costs and expenses of recovering the proceeds, including attorneys'
fees. The Borrower further authorizes the Bank, at the Bank's option
and in the Bank's sole discretion, and regardless of whether there is
any impairment of the real property collateral, (i) to apply the
balance of such proceeds, or any portion of them, to pay or prepay some
or all of the obligations of the Borrower under this Agreement, in such
order or proportion as the Bank may determine, or (ii) to hold the
balance of such proceeds, or any portion of them, in an
interest-bearing account to be used for the cost of reconstruction,
repair or alteration of the real property collateral, or (iii) to
release the balance of such proceeds, or any portion of them, to the
Borrower. If any proceeds are released to the Borrower, the Bank shall
not be obligated to see to, approve or supervise the proper application
of such proceeds. If the proceeds are held by the Bank to be used to
reimburse the Borrower for the costs of restoration and repair of the
real property collateral, the real property collateral shall be
restored to the equivalent of its original condition, or such other
condition as the Bank may approve in writing. The Bank may, at the
Bank's option, condition disbursement of the proceeds on the Bank's
approval of such plans and specifications prepared by an architect
satisfactory to the Bank, contractor's cost estimates, architect's
certificates, waivers of liens, sworn statements of mechanics and
materialmen, and such other evidence of costs, percentage of completion
of construction, application of payments, and satisfaction of liens as
the Bank may reasonably require.

-16-

9.18. Compliance with Laws. To comply with the laws (including any
fictitious or trade name statute), regulations, and orders of any government
body with authority over the Borrower's business.

9.19. ERISA Plans. Promptly during each year, to pay and cause any
subsidiaries to pay contributions adequate to meet at least the minimum funding
standards under ERISA with respect to each and every Plan; file each annual
report required to be filed pursuant to ERISA in connection with each Plan for
each year; and notify the Bank within ten (10) days of the occurrence of any
Reportable Event that might constitute grounds for termination of any capital
Plan by the Pension Benefit Guaranty Corporation or for the appointment by the
appropriate United States District Court of a trustee to administer any Plan.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended
from time to time. Capitalized terms in this section shall have the meanings
defined within ERISA.

9.20. Books and Records. To maintain adequate books and records.

9.21. Audits. To allow the Bank and its agents to inspect the
Borrower's properties and examine, audit, and make copies of books and records
at any reasonable time. If any of the Borrower's properties, books or records
are in the possession of a third party, the Borrower authorizes that third party
to permit the Bank or its agents to have access to perform inspections or audits
and to respond to the Bank's requests for information concerning such
properties, books and records.

9.22. Perfection of Liens. To help the Bank perfect and protect its
security interests and liens, and reimburse it for related costs it incurs to
protect its security interests and liens.

9.23. Cooperation. To take any action reasonably requested by the Bank
to carry out the intent of this Agreement.

9.24. Flood Insurance. If any improved real property collateral is
located in a designated flood hazard area, or becomes located in a designated
flood hazard area after the date of this Agreement as a result of any re-mapping
of flood insurance maps by the Federal Emergency Management Agency, the Borrower
will be required to maintain flood insurance on the real property and on any
tangible personal property collateral located on the real property. In addition,
the Borrower shall maintain such other insurance as the Bank may require to
comply with the Bank's regular requirements and practices in similar
transactions, which may include earthquake insurance and insurance covering acts
of terrorism.

9.25. Inspections and Appraisals of Real Property. To allow the Bank
and its agents to visit the real property collateral at any reasonable time for
the purpose of inspecting the real property and conducting appraisals, and
deliver to the Bank any financial or other information concerning the real
property as the Bank may request.

9.26. Use or Leasing of the Real Property Collateral. To occupy the
real property collateral for the conduct of its regular business. The Borrower
will not change its intended use of the real property without the Bank's prior
written approval.

9.27. Indemnity Regarding Use of Real Property Collateral. To
indemnify, defend with counsel acceptable to the Bank, and hold the Bank
harmless from and against all liabilities, claims, actions, damages, costs and
expenses (including all legal fees and expenses of Bank's counsel) arising out
of or resulting from the construction of any improvements on the real property
collateral, or the ownership, operation, or use of the real property collateral,
whether such claims are based on theories of derivative liability, comparative
negligence or otherwise, except to the extent that the liabilities, claims,
actions, damages, costs and expenses arise out of the Bank's gross negligence or
willful misconduct. The Borrower's obligations to the Bank under this Section
shall survive termination of this Agreement and repayment of the Borrower's
obligations to the Bank under this Agreement, and shall also survive as
unsecured obligations after any acquisition by the Bank of the real property
collateral or any part of it by foreclosure or any other means.

-17-

10. DEFAULT AND REMEDIES

If any of the following events of default occurs, the Bank may do one or more of
the following: declare the Borrower in default, stop making any additional
credit available to the Borrower, and require the Borrower to repay its entire
debt immediately and without prior notice. In addition, if any event of default
occurs, the Bank shall have all rights, powers and remedies available under any
instruments and agreements required by or executed in connection with this
Agreement, as well as all rights and remedies available at law or in equity. If
an event of default occurs under Section 10.5, with respect to the Borrower,
then the entire debt outstanding under this Agreement will automatically be due
immediately.

10.1. Failure to Pay. The Borrower fails to make a payment under this
Agreement when due, and such failure is not cured within three (3) business days
after the due date.

10.2. Other Bank Agreements. The Borrower (or any Obligor) fails to
observe or perform any obligation, term, covenant or agreement under any
agreement (other than the Loan Documents, as defined below) the Borrower (or any
Obligor) has with the Bank or any affiliate of the Bank.

10.3. Cross-default. Any default occurs under any agreement in
connection with any credit the Borrower (or any Obligor) has obtained from
anyone else or which the Borrower (or any Obligor) has guaranteed, if the amount
of credit exceeds $250,000.

10.4. Representations and Warranties. Any representation or warranty
made by the Borrower herein or financial information given by the Borrower (or
any of its officers) in connection with this Agreement shall prove to have been
incorrect in any material respect when made.

10.5. Bankruptcy. The Borrower or any Obligor files a bankruptcy
petition, an involuntary bankruptcy petition is filed against any of the
foregoing parties and such petition is not dismissed within 60 days after
filing, or the Borrower or any Obligor makes a general assignment for the
benefit of creditors.

10.6. Receivers. A receiver or similar official is appointed for a
substantial portion of the Borrower's or any Obligor's business, or the business
is terminated, or any Obligor is liquidated or dissolved.

10.7. Lien-Free Completion. The Bank has not received, at the
Borrower's expense, a lien-free completion endorsement to its title insurance
policy insuring the Deed of Trust, within 120 days of the filing of a completion
notice for the Project.

10.8. Lien Priority. Except for Permitted Liens, the Bank fails to have
an enforceable first lien (except for any prior liens to which the Bank has
consented in writing) on or security interest in any property given as security
for this Agreement.

10.9. Lawsuits. Any lawsuit or lawsuits are filed on behalf of one or
more trade creditors against the Borrower or any Obligor in an aggregate amount
of $1,000,000 or more in excess of any insurance coverage.

10.10. Judgments. Any judgments or arbitration awards are entered
against the Borrower or any Obligor, or the Borrower or any Obligor enters into
any settlement agreements with respect to any litigation or arbitration, in an
aggregate amount of $1,000,000 or more in excess of any insurance coverage.

10.11. Material Adverse Change. A material adverse change occurs, or is
reasonably likely to occur, in the Borrower's (or any Obligor's) business
condition (financial or otherwise), operations, properties or prospects, taken
as a whole, or ability to repay the Facilities.

10.12. Default under Loan Documents. The Borrower fails to observe or
perform any term, covenant, or agreement in this Agreement or any guaranty,
subordination agreement, security agreement, deed of trust, mortgage, or other
document required by or delivered in connection with this Agreement
(collectively, the "Loan Documents"), and such failure is not cured within 30
days after written notice thereof is delivered to the Borrower by the Bank.

10.13. ERISA Plans. Any one or more of the following events occurs with
respect to a Plan of the Borrower subject to Title IV of ERISA, provided such
event or events could reasonably be expected, in the judgment of the Bank, to
subject the Borrower to any tax, penalty or liability (or any combination of the
foregoing) which, in the aggregate, could have a material adverse effect on the
financial condition of the Borrower, taken as a whole:

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(a) A reportable event shall occur under Section 4043(c) of
ERISA with respect to a Plan.

(b) Any Plan termination (or commencement of proceedings to
terminate a Plan) or the full or partial withdrawal from a Plan by the
Borrower or any ERISA Affiliate.

11. ENFORCING THIS AGREEMENT; MISCELLANEOUS

11.1. GAAP. Except as otherwise stated in this Agreement, all financial
information provided to the Bank and all financial covenants will be made under
generally accepted accounting principles, consistently applied.

11.2. Oregon Law. This Agreement shall be governed by and construed in
accordance with the laws of Oregon. To the extent that the Bank has greater
rights or remedies under federal law, whether as a national bank or otherwise,
this paragraph shall not be deemed to deprive the Bank of such rights and
remedies as may be available under federal law. The Borrower irrevocably
consents to the personal jurisdiction of the state and federal courts located in
the State of Oregon in any action brought under this Agreement or any related
loan document, and any action based upon the transactions encompassed by this
Agreement, whether or not based in contract. Venue of any such action shall be
laid in Multnomah County, Oregon, unless some other venue is required for the
Bank to fully realize upon the assets of the Borrower, or any collateral or
guaranties.

11.3. Successors and Assigns. This Agreement is binding on the
Borrower's and the Bank's successors and assignees. The Borrower agrees that it
may not assign this Agreement without the Bank's prior consent. The Bank may
sell participations in or assign the Facilities, and may exchange information
about the Borrower (including, without limitation, any information regarding any
hazardous substances) with actual or potential participants or assignees;
provided, however, that except in the event of an assignment of 100% of the
Commitment then held by the Bank, no assignment will be of less than $1,000,000
of the Commitment or an integral multiple of $1,000,000 in excess thereof;
further provided, that any assignee will have the rights and obligations of the
Bank hereunder.

11.4. Dispute Resolution Provision. This section, including the
subsections below, is referred to as the "Dispute Resolution Provision." This
Dispute Resolution Provision is a material inducement for the parties entering
into this Agreement.

(a) This Dispute Resolution Provision concerns the resolution
of any controversies or claims between the parties, whether arising in
contract, tort or by statute, including but not limited to
controversies or claims that arise out of or relate to: (i) this
Agreement (including any renewals, extensions or modifications); or
(ii) any document related to this Agreement (collectively a "Claim").
For the purposes of this Dispute Resolution Provision only, the term
"parties" shall include any parent corporation, subsidiary or affiliate
of the Bank involved in the servicing, management or administration of
any obligation described or evidenced by this Agreement.

(b) At the request of any party to this Agreement, any Claim
shall be resolved by binding arbitration in accordance with the Federal
Arbitration Act (Title 9, U.S. Code) (the "Act"). The Act will apply
even though this Agreement provides that it is governed by the law of a
specified state.

(c) Arbitration proceedings will be determined in accordance
with the Act, the then-current rules and procedures for the arbitration
of financial services disputes of the American Arbitration Association
or any successor thereof ("AAA"), and the terms of this Dispute
Resolution Provision. In the event of any inconsistency, the terms of
this Dispute Resolution Provision shall control. If AAA is unwilling or
unable to (i) serve as the provider of arbitration or (ii) enforce any
provision of this arbitration clause, the Bank may designate another
arbitration organization with similar procedures to serve as the
provider of arbitration.

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(d) The arbitration shall be administered by AAA and
conducted, unless otherwise required by law, in Portland, Oregon. All
Claims shall be determined by one arbitrator; however, if Claims exceed
Five Million Dollars ($5,000,000), upon the request of any party, the
Claims shall be decided by three arbitrators. All arbitration hearings
shall commence within ninety (90) days of the demand for arbitration
and close within ninety (90) days of commencement and the award of the
arbitrator(s) shall be issued within thirty (30) days of the close of
the hearing. However, the arbitrator(s), upon a showing of good cause,
may extend the commencement of the hearing for up to an additional
sixty (60) days. The arbitrator(s) shall provide a concise written
statement of reasons for the award. The arbitration award may be
submitted to any court having jurisdiction to be confirmed and have
judgment entered and enforced.

(e) The arbitrator(s) will give effect to statutes of
limitation in determining any Claim and may dismiss the arbitration on
the basis that the Claim is barred. For purposes of the application of
any statutes of limitation, the service on AAA under applicable AAA
rules of a notice of Claim is the equivalent of the filing of a
lawsuit. Any dispute concerning this arbitration provision or whether a
Claim is arbitrable shall be determined by the arbitrator(s), except as
set forth at subsection (h) of this Dispute Resolution Provision. The
arbitrator(s) shall have the power to award legal fees pursuant to the
terms of this Agreement.

(f) This section does not limit the right of any party to: (i)
exercise self-help remedies, such as but not limited to, setoff; (ii)
initiate judicial or non-judicial foreclosure against any real or
personal property collateral; (iii) exercise any judicial or power of
sale rights, or (iv) act in a court of law to obtain an interim remedy,
such as but not limited to, injunctive relief, writ of possession or
appointment of a receiver, or additional or supplementary remedies.

(g) The filing of a court action is not intended to constitute
a waiver of the right of any party, including the suing party,
thereafter to require submittal of the Claim to arbitration.

(h) Any arbitration or trial by a judge of any Claim will take
place on an individual basis without resort to any form of class or
representative action (the "Class Action Waiver"). Regardless of
anything else in this Dispute Resolution Provision, the validity and
effect of the Class Action Waiver may be determined only by a court and
not by an arbitrator. The parties to this Agreement acknowledge that
the Class Action Waiver is material and essential to the arbitration of
any disputes between the parties and is nonseverable from the agreement
to arbitrate Claims. If the Class Action Waiver is limited, voided or
found unenforceable, then the parties' agreement to arbitrate shall be
null and void with respect to such proceeding, subject to the right to
appeal the limitation or invalidation of the Class Action Waiver. The
Parties acknowledge and agree that under no circumstances will a class
action be arbitrated.

(i) By agreeing to binding arbitration, the parties
irrevocably and voluntarily waive any right they may have to a trial by
jury in respect of any Claim. Furthermore, without intending in any way
to limit this Agreement to arbitrate, to the extent any Claim is not
arbitrated, the parties irrevocably and voluntarily waive any right
they may have to a trial by jury in respect of such Claim. This waiver
of jury trial shall remain in effect even if the Class Action Waiver is
limited, voided or found unenforceable. WHETHER THE CLAIM IS DECIDED BY
ARBITRATION OR BY TRIAL BY A JUDGE, THE PARTIES AGREE AND UNDERSTAND
THAT THE EFFECT OF THIS AGREEMENT IS THAT THEY ARE GIVING UP THE RIGHT
TO TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW.

11.5. Severability; Waivers. If any part of this Agreement is not
enforceable, the rest of the Agreement may be enforced. The Bank retains all
rights, even if it makes a loan after default. If the Bank waives a default, it
may enforce a later default. Any consent or waiver under this Agreement must be
in writing.

11.6. Attorneys' Fees. The Borrower shall reimburse the Bank for any
reasonable costs and attorneys' fees incurred by the Bank in connection with the
enforcement or preservation of any rights or remedies under this Agreement and
any other documents executed in connection with this Agreement, and in
connection with any amendment, waiver, "workout" or restructuring under this
Agreement. In the event of a lawsuit or arbitration proceeding, the prevailing
party is entitled to recover costs and reasonable attorneys' fees incurred in
connection with the lawsuit or arbitration proceeding, as determined by the
court or arbitrator. In the event that any case is commenced by or against the
Borrower under the Bankruptcy Code (Title 11, United States Code) or any similar
or successor statute, the Bank is entitled to recover costs and reasonable
attorneys' fees incurred by the Bank related to the preservation, protection, or
enforcement of any rights of the Bank in such a case. As used in this section,
"attorneys' fees" includes the allocated costs of the Bank's in-house counsel.

-20-

11.7. One Agreement. This Agreement and any related security or other
agreements required by this Agreement, collectively:

(a) represent the sum of the understandings and agreements
between the Bank and the Borrower concerning the Facilities;

(b) replace any prior oral or written agreements between the
Bank and the Borrower concerning the Facilities; and

(c) are intended by the Bank and the Borrower as the final,
complete and exclusive statement of the terms agreed to by them.

In the event of any conflict between this Agreement and any other agreements
required by this Agreement, this Agreement will prevail. Any reference in any
related document to a "promissory note" or a "note" executed by the Borrower and
dated as of the date of this Agreement shall be deemed to refer to this
Agreement, as now in effect or as hereafter amended, renewed, or restated.

11.8. Statutory Notice. Under Oregon law, most agreements, promises and
commitments made by the Bank concerning loans and other credit extensions which
are not for personal, family or household purposes or secured solely by the
Borrower's residence must be in writing, express consideration and be signed by
us to be enforceable.

11.9. Indemnification. The Borrower will indemnify and hold the Bank
harmless from any loss, liability, damages, judgments, and costs of any kind
relating to or arising directly or indirectly out of (a) this Agreement or any
document required hereunder, (b) any credit extended or committed by the Bank to
the Borrower hereunder, and (c) any litigation or proceeding related to or
arising out of this Agreement, any such document, or any such credit. This
indemnity includes but is not limited to attorneys' fees (including the
allocated cost of in-house counsel). This indemnity extends to the Bank, its
parent, subsidiaries and all of their directors, officers, employees, agents,
successors, attorneys, and assigns. This indemnity will survive repayment of the
Borrower's obligations to the Bank. All sums due to the Bank hereunder shall be
obligations of the Borrower, due and payable immediately without demand.

11.10. Notices. Unless otherwise provided in this Agreement or in
another agreement between the Bank and the Borrower, all notices required under
this Agreement shall be personally delivered or sent by first class mail,
postage prepaid, or by overnight courier, to the addresses on the signature page
of this Agreement, or sent by facsimile to the fax numbers listed on the
signature page, or to such other addresses as the Bank and the Borrower may
specify from time to time in writing. Notices and other communications shall be
effective (i) if mailed, upon the earlier of receipt or five (5) days after
deposit in the U.S. mail, first class, postage prepaid, (ii) if telecopied, when
transmitted, or (iii) if hand-delivered, by courier or otherwise (including
telegram, lettergram or mailgram), when delivered.

11.11. Headings. Article and section headings are for reference only
and shall not affect the interpretation or meaning of any provisions of this
Agreement.

11.12. Counterparts. This Agreement may be executed in as many
counterparts as necessary or convenient, and by the different parties on
separate counterparts each of which, when so executed, shall be deemed an
original but all such counterparts shall constitute but one and the same
agreement.

11.13. Borrower Information; Reporting to Credit Bureaus. The Borrower
authorizes the Bank at any time to verify or check any information given by the
Borrower to the Bank, check the Borrower's credit references and obtain credit
reports. The Borrower agrees that the Bank shall have the right at all times to
disclose and report to credit reporting agencies and credit rating agencies such
information pertaining to the Borrower and any Obligor as is consistent with the
Bank's policies and practices from time to time in effect.

-21-

11.14. Prior Agreement Superseded. This Agreement supersedes the Loan
Agreement entered into as of December 28, 2007, between the Bank and Xxxxxx, and
any credit outstanding thereunder shall be deemed to be outstanding under this
Agreement.

This Agreement is executed as of the date stated at the top of the
first page.

Bank: Borrower:

BANK OF AMERICA, N.A. CRAFT BREWERS ALLIANCE, INC.

By /s/ Xxxxxxx Xxxxx By /s/ Xxxxx Xxxxxxxxxx
----------------------------- ---------------------------------------------
Xxxxxxx Xxxxx, Vice President Xxxxx Xxxxxxxxxx, Co-Chief Executive Officer

Address where notices to the Bank Address where notices to the Borrower
are to be sent: are to be sent:

Oregon Commercial Banking 000 Xxxxx Xxxxxxx Xxxxxx
XX0-000-00-00 Xxxxxxxx, Xxxxxx 00000
000 XX Xxxxxxxx Xx., Xxxxx 0000 Telephone: (000) 000-0000
Xxxxxxxx, XX 00000 Telefacsimile: (000) 000-0000
Attention: Xxxxxxx Xxxxx
Telephone: (000) 000-0000
Telefacsimile: (000) 000-0000

USA Patriot Act Notice. Federal law requires all financial institutions to
obtain, verify and record information that identifies each person who opens an
account or obtains a loan. The Bank will ask for the Borrower's legal name,
address, tax ID number and other identifying information. The Bank may also ask
for additional information or documentation or take other actions reasonably
necessary to verify the identity of the Borrower, guarantors or other related
persons.

-22-

Exhibit A

Principal Payment Schedule
--------------------------

Payment Principal
Date Payment Amount
-------------------- --------------------------

8/1/2008 $13,500,000.00
9/2/2008 $13,473,819.94
10/1/2008 $13,449,894.47
11/3/2008 $13,418,648.19
12/1/2008 $13,396,797.62
1/2/2009 $13,362,891.79
2/2/2009 $13,338,334.27
3/2/2009 $13,311,261.86
4/1/2009 $13,276,929.59
5/1/2009 $13,247,154.22
6/1/2009 $13,217,219.79
7/1/2009 $13,189,478.87
8/3/2009 $13,159,236.36
9/1/2009 $13,135,861.53
10/1/2009 $13,102,993.71
11/2/2009 $13,072,289.22
12/1/2009 $13,046,075.92
1/4/2010 $13,012,744.47
2/1/2010 $12,990,825.87
3/1/2010 $12,954,896.05
4/1/2010 $12,918,787.10
5/4/2010 $12,889,398.91
6/1/2010 $12,864,438.56
7/1/2010 $12,827,878.62
8/2/2010 $12,795,704.57
9/1/2010 $12,767,915.34
10/1/2010 $12,735,420.98
11/1/2010 $12,702,753.05
12/1/2010 $12,672,172.41
1/4/2011 $12,639,166.63
2/1/2011 $12,614,986.43
3/1/2011 $12,577,182.84
4/1/2011 $12,539,190.77
5/3/2011 $12,507,707.32
6/1/2011 $12,478,277.15
7/1/2011 $12,442,013.81
8/1/2011 $12,407,778.59
9/1/2011 $12,375,569.78
10/3/2011 $12,343,183.18
11/1/2011 $12,312,815.59
12/1/2011 $12,275,697.87
1/3/2012 $12,240,574.25
2/1/2012 $12,211,801.52
3/1/2012 $12,174,162.20
4/2/2012 $12,136,328.54
5/1/2012 $12,104,782.33
6/1/2012 $12,066,590.41

LOAN AGREEMENT - Exhibit A, Page 1 aws/0460/cba

Payment Principal
Date Payment Amount
-------------------- --------------------------

7/2/2012 $12,032,498.33
8/1/2012 $11,998,218.08
9/4/2012 $11,961,612.25
10/1/2012 $11,933,330.21
11/1/2012 $11,890,003.39
12/3/2012 $11,854,936.60
1/2/2013 $11,821,787.09
2/1/2013 $11,784,238.83
3/1/2013 $11,746,490.00
4/2/2013 $11,704,356.47
5/1/2013 $11,670,348.98
6/3/2013 $11,629,913.82
7/1/2013 $11,597,552.95
8/1/2013 $11,554,676.88
9/3/2013 $11,517,759.18
10/1/2013 $11,484,739.31
11/1/2013 $11,441,300.81
12/2/2013 $11,403,757.30
1/2/2014 $11,366,006.57
2/3/2014 $11,328,047.46
3/3/2014 $11,291,895.85
4/1/2014 $11,247,495.92
5/1/2014 $11,204,877.31
6/2/2014 $11,164,033.72
7/1/2014 $11,126,947.60
8/1/2014 $11,083,706.52
9/2/2014 $11,044,189.19
10/1/2014 $11,006,420.22
11/3/2014 $10,962,556.79
12/1/2014 $10,926,274.64
1/2/2015 $10,880,051.88
2/2/2015 $10,841,347.69
3/2/2015 $10,800,492.61
4/1/2015 $10,753,642.76
5/1/2015 $10,710,388.83
6/1/2015 $10,666,903.85
7/1/2015 $10,625,085.89
8/3/2015 $10,581,145.25
9/1/2015 $10,542,621.99
10/1/2015 $10,496,363.68
11/2/2015 $10,451,735.45
12/1/2015 $10,410,590.81
1/4/2016 $10,363,650.74
2/1/2016 $10,325,694.83
3/1/2016 $10,276,477.84
4/1/2016 $10,228,845.27
5/3/2016 $10,184,609.35
6/1/2016 $10,141,942.68
7/1/2016 $10,093,615.42
8/1/2016 $10,046,835.85
9/1/2016 $10,001,595.28
10/3/2016 $9,956,105.00
11/1/2016 $9,912,136.37

LOAN AGREEMENT - Exhibit A, Page 2 aws/0460/cba

Payment Principal
Date Payment Amount
-------------------- --------------------------

12/1/2016 $9,862,622.48
1/3/2017 $9,814,609.01
2/1/2017 $9,771,581.71
3/1/2017 $9,721,342.05
4/3/2017 $9,669,112.04
5/2/2017 $9,625,229.82
6/1/2017 $9,574,234.46
7/3/2017 $9,524,680.52
8/1/2017 $9,478,253.73
9/1/2017 $9,426,499.44
10/2/2017 $9,377,834.79
11/1/2017 $9,328,901.52
12/1/2017 $9,278,037.10
1/2/2018 $9,226,900.97
2/1/2018 $9,178,777.50
3/1/2018 $9,127,111.16
4/3/2018 $9,071,918.57
5/1/2018 $9,024,527.35
6/1/2018 $8,968,823.32
7/1/2018 $8,917,632.43

LOAN AGREEMENT - Exhibit A, Page 3 aws/0460/cba

Exhibit B

Schedule of Restructuring Charges
---------------------------------

CBAI 2008 Merger Organizational Cost Forecast

Direct Merger Costs:

Severance $2,386,000

Program Management/Process Integration 383,000

Executive Closing Bonuses 414,000

Legal 300,000

SOX Compliance 272,000

Business Intelligence Assessments 80,000

Audit/Tax 75,000

Executive Compensation Plan Design 57,000

Regulatory 40,000

Public Relations 25,000

Payroll Conversion 8,000

Contingency 360,000
-------

TOTAL $4,400,000

LOAN AGREEMENT - Exhibit B aws/0460/cba

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EXHIBIT 10.1 LOAN AGREEMENT This Loan Agreement ("Agreement") dated as of July 1, 2008, is between BANK OF AMERICA, N.A., a national banking association (the "Bank"), and CRAFT BREWERS ALLIANCE, INC., a Washington corporation (the "Borrower"). The...

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