AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • May 2nd, 2008 • Redhook Ale Brewery Inc • Malt beverages
THIS LICENSE AGREEMENT, effective the 28th day of February, 1997 (“License”) by and between Widmer Brothers Brewing Company, an Oregon corporation with offices at 929 North Russell, Portland, Oregon 97227 (“Widmer Brewing”) and Widmer’s Wine Cellars, Inc. (“Widmer’s Wine”), a New York corporation with offices at 1 Lake Niagara Lane, Naples, New York 14424, and Canandaigua Wine Company, Inc. (“Canandaigua”) a Delaware corporation also with offices at 116 Buffalo Street, Canandaigua, New York 14424, parent of Widmer’s Wine.
LOAN AGREEMENTLoan Agreement • May 2nd, 2008 • Redhook Ale Brewery Inc • Malt beverages • Oregon
This Loan Agreement (“Agreement”) dated as of December 28, 2007, is between BANK OF AMERICA, N.A., a national banking association (the “Bank”), and WIDMER BROTHERS BREWING COMPANY, an Oregon corporation (the “Borrower”). The Line of Credit and the Term Loan, as defined below, are together referred to as the “Facilities.”
Banc of America Leasing & Capital, LLC Master Lease Agreement Number: 17495-90000Master Lease Agreement • May 2nd, 2008 • Redhook Ale Brewery Inc • Malt beverages
This Master Lease Agreement, dated as of June 6, 2007 (this “Agreement”), is by and between Banc of America Leasing & Capital, LLC, a Delaware limited liability company having an office at 2059 Northlake Parkway, 4 South, Tucker, GA 30084 (together with its successors and assigns, “Lessor”), and Widmer Brothers Brewing Company as “Lessee”, a corporation existing under the laws of the state of Oregon, and having its chief executive office and any organizational identification number as specified with its execution of this Agreement below. Certain defined terms used herein are identified in bold face and quotation marks throughout this Agreement and in Section 15 below. This Agreement sets forth the terms and conditions for the lease of Equipment between Lessor and Lessee pursuant to one or more “Schedules” incorporating by reference the terms of this Agreement, together with all exhibits, addenda, schedules, certificates, riders and other documents and instruments executed and delivered
EXHIBIT B FORM OF SHAREHOLDER LOCK-UP AGREEMENTS LOCK-UP AGREEMENTLock-Up Agreement • May 2nd, 2008 • Redhook Ale Brewery Inc • Malt beverages
Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated November 13, 2007 between Widmer Brothers Brewing Company (“Widmer”) and Redhook Ale Brewery, Incorporated (the “Company”), Widmer and the Company have agreed, subject to the terms and conditions of the Merger Agreement, that Widmer will merge with and into the Company at the Effective Time (capitalized terms used but not defined in this Lock-up Agreement will have the meanings given those terms in the Merger Agreement). Entry into this Lock-up Agreement by the undersigned is a condition under the Merger Agreement to the obligation of the Company to consummate the Merger.
WIDMER BROTHERS BREWING COMPANY RESTATED LEASE Smithson & McKay Limited Liability Company, Lessor and Widmer Brothers Brewing Company, Lessee Dated As Of January 1, 1994Lease Agreement • May 2nd, 2008 • Redhook Ale Brewery Inc • Malt beverages • Oregon
This Restated Lease, dated as of January 1, 1994, is made between Smithson & McKay Limited Liability Company, an Oregon limited liability company (“Lessor”), and Widmer Brothers Brewing Company, an Oregon Corporation (“Lessee”).
