EXHIBIT 10.44
AMENDMENT NO. 1 TO
LICENSING AGREEMENT
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By:
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Widmer Brothers Brewing Company, an
Oregon corporation (“Widmer”)
929 N. Russell
Portland, Oregon 97227 |
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and:
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Craft Brands Alliance LLC, an Oregon
limited liability company (“CBA”)
929 N. Russell
Portland, Oregon 97227 |
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and:
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Redhook Ale Brewery Incorporated, a
Washington corporation (“Redhook”)
14300 NE 145 th Street
Woodinville, Washington 98072 |
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Date:
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June 2005 |
This
Amendment No. 1 to Licensing Agreement
(“Agreement”) is entered into by and between Widmer and
Redhook as of the date first set forth above.
BACKGROUND
A.
Pursuant to the Licensing Agreement between Widmer and Redhook
dated February 1, 2003 (the “Licensing
Agreement”), Redhook is manufacturing Widmer Hefeweizen
product (the “Widmer Product”) at its Portsmouth
facility and distributing the Widmer Product in the states of
Maine, Vermont, New Hampshire, Massachusetts, Rhode Island,
Connecticut, New York, Pennsylvania, Ohio, Maryland, New Jersey,
Delaware, West Virginia, Virginia, North Carolina, South Carolina,
Kentucky, Tennessee, Georgia, Alabama, Mississippi, Florida,
Wisconsin, Michigan, Indiana, Illinois, and Washington D.C. (the
“Initial Redhook Territory”).
B.
Pursuant to that certain Supply, Distribution, and Licensing
Agreement by and between Widmer and CBA dated July 1, 2004,
Widmer granted to CBA certain exclusive rights to expand its
distribution to include the additional states of Iowa, Kansas,
Minnesota, Missouri, Nebraska, North Dakota, and South Dakota
(referred to herein as “Region 6”).
C.
Widmer and Redhook desire to amend the Licensing Agreement to
permit Redhook to manufacture, bottle, and package additional
Widmer Product at Redhook’s Portsmouth Facility and to
advertise, market, and distribute the Widmer Product for sale in
Region 6 through the distribution system established by
Anheuser-Busch, Inc. on the terms and conditions set forth
herein.
AGREEMENT
Based
on the mutual promises set forth below and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:
1.1
Expansion of Territory . The term “Territory” as
used in the Licensing Agreement is defined to also include the
states in Region 6.
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1.2
Approvals . If Redhook has not obtained all licenses and
approvals necessary and commenced selling Widmer Product in any
state located within the Region 6 by the third anniversary date of
this Amendment, Widmer may modify the Territory to eliminate such
state from the Territory if (a) Widmer notifies Redhook of
Widmer’s intent to modify the Territory to eliminate a state
(the “Elimination Notice”) and (b) Redhook fails,
within 45 days from the date of the Elimination Notice, to
obtain all necessary licenses to sell the Widmer Product in the
state or fails make any sales of Widmer Product in such
state.
2. Brand Management .
Redhook will comply with the brand management guidelines set forth
on Exhibit C , attached to the Licensing Agreement. In
addition, Redhook will employ a market manager (the “Region 6
Market Manager”) who will be responsible for ensuring
Redhook’s compliance with the brand management guidelines in
Region 6. The initial Region 6 Market Manager will be located in
either St. Louis, Missouri, or Kansas City, Missouri. Any
replacement Region 6 Market Manager shall be a knowledgeable and
experienced beer market manager with comparable qualifications as
the initial Region 6 Market Manager. Redhook shall introduce any
replacement Region 6 Market Manager to Widmer in advance of
employment if requested by Widmer.
3. Royalties
. Redhook will pay Widmer royalties for sales of Widmer
Products in Region 6 (collectively, the “Region 6
Royalties”) as follows:
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Region 6 Royalties Through |
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Region 6 Royalties Following |
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Volume |
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December 31, 2005 |
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December 31, 2005 |
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0-41,340 PCEs
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$0.00 PCE if sales are less than
41,340 P |
