Agreement to Assume and Perform Contractual Obligations - Boston Beer Co. LP, Pabst Brewing Co. and Miller Brewing Co.
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 Miller Brewing Company
("Miller").
Effective as of November 1, 1998, Boston Beer entered into an Amended and
Restated Production Agreement (the "Production Agreement") with The Stroh
Brewery Company, an Arizona corporation ("Stroh"). In connection with a proposed
transaction or transactions among Stroh, Pabst and Miller, Stroh, Pabst and
Miller have requested that Boston Beer confirm that each of Pabst and Miller 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 Miller
agree as follows:
1. Pabst hereby agrees to assume and agree to carry out and perform such
of Stroh's 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 Stroh under the
Production Agreement that, by their specific terms, apply only to Stroh.
2. Miller 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 Miller, Boston Beer hereby consents to the assignment of
Stroh's obligations under the Production Agreement by Stroh to Pabst and,
conditionally, to Miller and agrees that each of Pabst and Miller 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. James Koch
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PRESIDENT
PABST BREWING COMPANY
By: /s/ Dan Campbell
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CHIEF FINANCIAL OFFICER
MILLER BREWING COMPANY
By: /s/ Paul Napieralski
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VICE PRESIDENT-FINANCE