Exhibit 10.34
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AGREEMENT TO ASSUME AND PERFORM CONTRACTUAL OBLIGATIONS
Agreement entered into by and among Boston Beer Company Limited Partnership
("Boston Beer"), Pabst Brewing Company ("Pabst") and Xxxxxx Brewing Company
("Xxxxxx").
Effective as of November 1, 1998, Boston Beer entered into an Amended and
Restated Production Agreement (the "Production Agreement") with The Xxxxx
Brewery Company, an Arizona corporation ("Xxxxx"). In connection with a proposed
transaction or transactions among Xxxxx, Xxxxx and Miller, Stroh, Pabst and
Xxxxxx have requested that Boston Beer confirm that each of Pabst and Xxxxxx is
a Permitted Assignee. Boston Beer has agreed to provide such confirmation, on
and subject to the terms and conditions set forth in this Agreement.
Accordingly, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, Boston Beer, Pabst and Xxxxxx
agree as follows:
1. Pabst hereby agrees to assume and agree to carry out and perform such
of Xxxxx'x obligations under the Production Agreement as Boston Beer may
request, subject to the Sale and Closure provisions of Section 4 of the
Production Agreement, excepting only such obligations of Xxxxx under the
Production Agreement that, by their specific terms, apply only to Xxxxx.
2. Xxxxxx hereby guarantees to Boston Beer the performance by Pabst in
all material respects of the obligations assumed by Pabst under the Production
Agreement and agrees to assume and perform such obligations if so requested by
Boston Beer.
3. In specific reliance on the foregoing representations, warranties and
covenants of Pabst and Xxxxxx, Boston Beer hereby consents to the assignment of
Xxxxx'x obligations under the Production Agreement by Xxxxx to Xxxxx and,
conditionally, to Xxxxxx and agrees that each of Pabst and Xxxxxx is a
"Permitted Assignee."
Executed effective as of the 5th day of February, 1999.
BOSTON BEER COMPANY LIMITED PARTNERSHIP
By: Boston Brewing Company, Inc.,
its sole general partner
By: /s/ C. Xxxxx Xxxx
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PRESIDENT
PABST BREWING COMPANY
By: /s/ Xxx Xxxxxxxx
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CHIEF FINANCIAL OFFICER
XXXXXX BREWING COMPANY
By: /s/ Xxxx Xxxxxxxxxxx
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VICE PRESIDENT-FINANCE
