AMENDED AND RESTATED STOCKHOLDER'S AGREEMENT
AMENDED AND RESTATED STOCKHOLDER'S AGREEMENT ("Agreement"), dated as
of May 14, 1997, by and between United Breweries of America, Inc., a Delaware
corporation ("UB"), Black & Company, Inc., and Lawrence S. Black, Ronald A.
Sauer, Herb Black, Dennis B. Reiter, John F. Lillicrop, Bruce J. Alexander
and Laurie Miller, officers and/or directors of Black & Company, Inc. (each a
"Stockholder"), beneficial holders of Common Stock of Nor'Wester Brewing
Company, Inc. ("Nor'Wester") and James W. Bernau ("Bernau" or a
"Stockholder", and together with Black & Company, Inc., the
"Stockholders"), a beneficial and/or record holder of Common Stock of
Nor'Wester and Willamette Valley, Inc. Microbreweries Across America
("WVI"). WVI is the beneficial and/or record holder of Common Stock of the
subsidiaries of WVI listed on Schedule 1 hereto (collectively, the "WVI
Subsidiaries").
W I T N E S S E T H:
WHEREAS, Nor'Wester, North Country Brewing Company, WVI, the WVI
Subsidiaries and UB, entered into an Investment Agreement, dated as of January
30, 1997, as amended by the Amendment to the Investment Agreement dated as of
May 14, 1997 (the "Investment Agreement"), providing for, INTER ALIA, the
consolidation of Nor'Wester, North Country Brewing Company, WVI and the WVI
Subsidiaries under the ownership of United Craft Brewers, Inc., a newly formed
Delaware corporation (the "Consolidation"); and
WHEREAS, UB and Bernau entered into the Stockholder's Agreement dated
January 30, 1997 and whereas as a condition to their willingness to enter into
the Amendment to the Investment Agreement, UB has required that the Stockholders
enter into, and the Stockholders have agreed to enter into, this Agreement; and
WHEREAS, in order to induce UB to enter into the Amendment to the
Investment Agreement, the Stockholders desire to grant UB a proxy as to all
shares of Nor'Wester, WVI and WVI Subsidiaries Common Stock beneficially owned
by the Stockholders and make certain agreements with UB as provided herein;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein, and for other good and valuable consideration
including the inducement to UB to consummate the Investment Agreement, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. REPRESENTATIONS AND WARRANTIES. Each Stockholder hereby represents
and warrants to UB as follows:
(a) OWNERSHIP OF SHARES. Such Stockholder is either (i) the record
and beneficial owner of, (ii) trustee of a trust that is the record holder or
beneficial owner of, and whose beneficiaries are the beneficial owners (such
trustee, a "Trustee") of, or (iii) the beneficial owner but not the record
holder of, the number of shares of Nor'Wester, WVI and WVI Subsidiaries Common
Stock as set forth opposite such Stockholder's name on Schedule 2 hereto (the
"Existing Shares", and together with any shares of Nor'Wester, WVI and WVI
Subsidiaries Common Stock
acquired by such Stockholder after July 21, 1997 and prior to the termination
hereof, whether upon exercise of options, conversion of convertible securities,
purchase, exchange or otherwise, the "Shares"). As of July 21, 1997, the
Existing Shares set forth opposite such Stockholder's name on Schedule 2
constitute all of the shares of Nor'Wester, WVI and WVI Subsidiaries Common
Stock owned of record or beneficially by such Stockholder, except for shares of
Nor'Wester Common Stock held by Black & Company over which it does not have
voting power although Black & Company may be deemed the beneficial owner.
Except for 150,000 of the Existing Shares held by Black & Company over which it
has only voting power with respect to the matters set forth in Section 2, such
Stockholder (or, to the extent such Stockholder is a Trustee, such Stockholder
together with other Trustees who are signatories to this Agreement) has sole
voting power with respect to the matters set forth in Section 2, sole power of
disposition and sole power to demand appraisal rights in each case with respect
to all of the Existing Shares set forth opposite such Stockholder's name on
Schedule 2, with no restrictions subject to applicable federal securities laws
and the terms of this Agreement, on such rights.
(b) POWER; BINDING AGREEMENT. Such Stockholder has the legal
capacity, power and authority to enter into and perform all of such
Stockholder's obligations under this Agreement. The execution, delivery and
performance of this Agreement by such Stockholder will not violate any other
agreement to which such Stockholder is a party including, without limitation,
any trust agreement, voting agreement, stockholders agreement or voting trust.
This Agreement has been duly and validly executed and delivered by such
Stockholder and constitutes a valid and binding agreement of such Stockholder,
enforceable against such Stockholder in accordance with its terms, except as may
be limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles. There is no beneficiary or holder of a voting trust
certificate or other interest of any trust of which such Stockholder is Trustee
whose consent is required for the execution and delivery of this Agreement or
the consummation of the transactions contemplated hereby. If executed by such
Stockholder's spouse, this Agreement has been duly authorized, executed and
delivered by, and constitutes a valid and binding agreement of, such
Stockholder's spouse, enforceable against such person in accordance with its
terms, except as may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights generally and
by general equitable principles.
(c) NO CONFLICTS. (i) No filing with, and no permit, authorization,
consent or approval of, any state or federal public body or authority is
necessary for the execution of this Agreement by such Stockholder and the
consummation by such Stockholder of the transactions contemplated hereby and
(ii) neither the execution and delivery of this Agreement by such Stockholder
nor the consummation by such Stockholder of the transactions contemplated hereby
nor compliance by such Stockholder with any of the provisions hereof shall
(x) conflict with or result in any breach of any applicable trust or other
organizational documents applicable to such Stockholder, (y) result in a
violation or breach of, or constitute (with or without notice or lapse of time
or both) a default (or give rise to any third party right of termination,
cancellation, material modification or acceleration) under any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license,
contract, commitment, arrangement, understanding, agreement or other instrument
or obligation of any kind to which such Stockholder is a party or by which such
Stockholder or any of such Stockholder's properties or assets may be bound or
(z) violate any order, writ, injunction, decree, judgment, order, statute, rule
or regulation applicable to such Stockholder or any of such Stockholder's
properties or assets.
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(d) Except for (i) 101,913 shares of Bernau's Nor'Wester stock
pledged to Bank of America to secure payment under Bernau's Individual Loan
Agreement dated February 20, 1996, (ii) 808,705 shares of Bernau's Nor'Wester
stock pledged to Pershing, Division of Donaldson, Lufkin & Jenrette Securities
Corporation to secure payment under Bernau's Margin Agreement dated October 1,
1996, (iii) 3,018,444 shares of Bernau's WVI stock held in escrow at First
Interstate Bank of Oregon pursuant to the Founder's Escrow Agreement dated
February 22, 1994 and (iv) 150,000 of the Existing Shares held by Black &
Company for the accounts of its clients, such Stockholder's Shares and the
certificates representing such Shares are now and at all times during the term
hereof will be held by such Stockholder, or by a nominee or custodian for the
benefit of such Stockholder, free and clear of all liens, claims, security
interests, proxies, voting trusts or agreements, understandings or arrangements
or any other encumbrances whatsoever, except for any such encumbrances or
proxies arising hereunder.
(e) Except as disclosed in Section 3.16 of the Investment Agreement,
no broker, investment banker, financial adviser or other person is entitled to
any broker's, finder's, financial adviser's or other similar fee or commission
in connection with the transactions contemplated hereby based upon arrangements
made by or on behalf of such Stockholder.
(f) Such Stockholder understands and acknowledges that UB is entering
into the Investment Agreement in reliance upon such Stockholder's execution and
delivery of this Agreement.
2. AGREEMENT TO VOTE; PROXY.
2.1 VOTING. Each Stockholder hereby agrees that, during the time
this Agreement is in effect, at any meeting of the stockholders of the
Constituent Corporations, however called, or in connection with any written
consent of the stockholders of the Constituent Corporations, such Stockholder
shall vote (or cause to be voted) the Shares held of record or beneficially by
such Stockholder, and in the case of Bernau, including, but not limited to,
causing WVI to vote the shares held of record by it in the WVI Subsidiaries,
(a) in favor of the Consolidation, the execution and delivery by each of the
Constituent Corporations of the Investment Agreement and the approval of the
terms thereof and each of the other actions contemplated by the Investment
Agreement and this Agreement and any actions required in furtherance hereof and
thereof; (b) against any action or agreement that would result in a breach in
any material respect of any covenant, representation or warranty or any other
obligation or agreement of each of the Constituent Corporations under the
Investment Agreement or this Agreement; (c) except as otherwise agreed to in
writing in advance by UB or permitted pursuant to the Investment Agreement,
against the following actions (other than the Consolidation and the transactions
contemplated by the Investment Agreement): (i) any extraordinary corporate
transaction, such as a merger, consolidation or other business combination
involving any of the Constituent Corporations; (ii) a sale, lease or transfer of
a material amount of assets of any of the Constituent Corporations or a
reorganization, recapitalization, dissolution or liquidation of any of the
Constituent Corporations; (iii) (1) any change in the majority of the board of
directors of any of the Constituent Corporations; (2) any material change in the
present capitalization of any of the Constituent Corporations or any amendment
of any of the Constituent Corporations' Certificates of Incorporation; (3) any
other material change in any of the Constituent Corporations' corporate
structure or business; or (4) any other actions; which, in the case of each of
the matters referred
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to in clauses (iii)(1), (2), (3) or (4), is intended, or could reasonably be
expected, to impede, interfere with, delay, postpone, discourage or materially
adversely affect the contemplated economic benefits to UB of the Consolidation
or the transactions contemplated by the Investment Agreement or this Agreement.
Each Stockholder shall not enter into any agreement or understanding, whether
oral or written, with any person or entity prior to the Termination Date (as
defined in Section 7.1) to vote after the Termination Date in any manner
inconsistent with clauses (a), (b) or (c) of the preceding sentence.
2.2 PROXY. Each Stockholder hereby grants to, and appoints, UB and
Vijay Mallya and O'Neil Nalavadi, in their respective capacities as officers of
UB, and any individual who shall hereafter succeed to any such office of UB, and
any other designee of UB, each of them individually, such Stockholder's
irrevocable proxy and attorney-in-fact (with full power of substitution) to vote
the Shares as indicated in Section 2.1 above. Each Stockholder intends this
proxy to be irrevocable and coupled with an interest and will take such further
action and execute such other instruments as may be necessary to effectuate the
intent of this proxy and hereby revokes any proxy previously granted by such
Stockholder with respect to such Stockholder's Shares.
3. CERTAIN COVENANTS OF STOCKHOLDERS. Except in accordance with the
terms of this Agreement, each Stockholder hereby covenants and agrees as
follows:
3.1 NO SOLICITATION. Except with regard to Mile High Brewing Company
and Bayhawk Ales, Inc., such Stockholder shall not, directly or indirectly,
solicit (including by way of furnishing information) or respond to any inquiries
or the making of any proposal by any person (other than UB or any affiliate of
UB) with respect to any of the Constituent Corporations that constitutes or
could reasonably be expected to lead to a proposal to acquire an interest in any
of the Constituent Corporations. If such Stockholder receives any such inquiry
or proposal, then such Stockholder shall promptly inform UB of the terms and
conditions, if any, of such inquiry or proposal and the identity of the person
making it. Such Stockholder will immediately cease and cause to be terminated
any existing activities, discussions or negotiations with any parties conducted
heretofore with respect to any of the foregoing.
3.2 RESTRICTION ON TRANSFER, PROXIES AND NON-INTERFERENCE;
RESTRICTION ON WITHDRAWAL. Such Stockholder shall not, directly or indirectly:
(a) except as contemplated by the Investment Agreement and with respect to
existing stock pledges described in Section 1(d) above, offer for sale, sell,
transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter
into any contract, option or other arrangement or understanding with respect to
or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance,
assignment or other disposition of, any or all of such Stockholder's Shares or
any interest therein; (b) except as contemplated hereby, grant any proxies or
powers of attorney, deposit any Shares into a voting trust or enter into a
voting agreement with respect to any Shares; or (c) take any action that would
make any representation or warranty of such Stockholder contained in this
Agreement untrue or incorrect or have the effect of preventing or disabling such
Stockholder from performing such Stockholder's obligations under this Agreement.
Notwithstanding the foregoing, Black & Company shall not be prevented from
transferring any Shares provided that any transferee agrees in writing to be
bound by the terms and conditions of this Agreement. Furthermore, the
provisions of this paragraph shall not apply to the 150,000 Existing Shares held
by Black & Company for the accounts of its clients provided, that
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Black & Company shall not take any such actions with regard to such Existing
Shares unless it has received specific instructions to do so from the client for
whom it holds such Existing Shares.
3.3 WAIVER OF APPRAISAL RIGHTS. Such Stockholder hereby waives any
rights of appraisal or rights to dissent from the Consolidation that such
Stockholder may have. Each Trustee represents that no beneficiary who is a
beneficial owner of Shares under any trust for which such Trustee acts as
trustee has any right of appraisal or right to dissent from the Consolidation
which has not been so waived.
3.4 CERTAIN RIGHTS. Such Stockholder hereby waives any rights to
cause any of the Constituent Corporations to register, or include in any
registration statement relating to the Consolidation of such Constituent
Corporation or UB filed with the Securities and Exchange Commission, under the
Securities Act of 1933, as amended, any of such Stockholder's Shares. Such
Stockholder hereby waives any co-sale or similar rights respecting shares of the
Constituent Corporations' Common Stock.
4. FURTHER ASSURANCES. From time to time, at the other party's request
and without further consideration, each party hereto shall execute and deliver
such additional documents and take all such further action as may be necessary
or desirable to consummate and make effective, in the most expeditious manner
practicable, the transactions contemplated by this Agreement.
5. CERTAIN EVENTS. Each Stockholder agrees that this Agreement and the
obligations hereunder shall attach to such Stockholder's Shares and shall be
binding upon any person to which legal or beneficial ownership of such Shares
shall pass, whether by operation of law or otherwise, including without
limitation such Shareholder's heirs, guardians, administrators or successors.
6. STOP TRANSFER. Each Stockholder agrees with, and covenants to, UB
that such Stockholder shall not request that any of the Constituent Corporations
register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of such Stockholder's Shares, unless
such transfer is made in compliance with this Agreement. Such Stockholder
agrees, with respect to any Shares in certificated form, that such
Stockholder will tender to the respective Constituent Corporations within
fifteen (15) business days after the date hereof, the certificates
representing such Shares and such Constituent Corporation will inscribe upon
such certificates the following legend: "The shares of Common Stock of
[insert applicable company name] (the "Company") represented by this
certificate are subject to an Amended and Restated Stockholder's Agreement,
dated as of May 14, 1997, and may not be sold or otherwise transferred,
except in accordance therewith. Copies of such Agreement may be obtained at
the principal executive offices of the Company." Each Stockholder agrees
that within fifteen (15) business days after the date hereof, such
Stockholder will no longer hold any Shares, whether certificated or
uncertificated, in "street name" or in the name of any nominee. In the
event of a stock dividend or distribution, or any change in the Company
Common Stock by reason of any stock dividend, split-up, recapitalization,
combination, exchange of shares or the like, the term "Shares" as used in
this Agreement shall be deemed to refer to and include the Shares as well as
all such stock dividends and distributions and any shares into which or for
which any or all of the Shares may be changed or exchanged.
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7. TERMINATION; EXPENSES.
7.1 EVENTS OF TERMINATION. This Agreement and the obligations of
each Stockholder hereunder (other than those set forth in this Section 7.1 and
Sections 7.2, 7.3 and 9.4 hereof, which shall survive any such termination)
shall terminate on the first to occur of (a) termination of the Investment
Agreement in accordance with its terms or (b) the Closing. In addition, this
Agreement and the obligations of each Stockholder hereunder may be terminated
(other than those set forth in this Section 7.1 and Sections 7.2, 7.3 and 9.4
hereof, which shall survive any such termination) by UB if UB is not in material
breach of its obligations under this Agreement and if there has been a breach in
any material respect by a Stockholder of any of its representations, warranties,
covenants or agreements contained in this Agreement and such breach has not been
promptly cured after notice to such Stockholder; PROVIDED, HOWEVER, that such
breach shall be of the kind that denies UB the material benefits contemplated by
this Agreement. As used in this Agreement, the term "Termination Date" shall
mean the date upon which this Agreement terminates pursuant to clause (a) of
this Section 7.1.
7.2 EXPENSES. (a) Except as set forth in this Section 7.2, all fees
and expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such expenses, whether
or not the Consolidation is consummated.
(b) If this Agreement is terminated pursuant to the second sentence
of Section 7.1 of this Agreement and provided that UB is not then in material
breach of its obligations under this Agreement, then such breaching Stockholder
shall reimburse UB, within one (1) business day of UB's request therefor, for
all reasonable and documented fees and expenses actually incurred by UB in
connection with the Investment Agreement; provided, however, that
notwithstanding such breach, if the Consolidation is approved by a majority of
the stockholders of the Constituent Corporation in which such breaching
Stockholder owns Shares, then such breaching Stockholder shall not be liable for
for the fees and expenses incurred by UB as set forth in this Section 7.2(b).
7.3 REMEDIES. If this Agreement shall be terminated by UB as
provided in the second sentence of Section 7.1, notwithstanding the payment made
to UB pursuant to such Section 7.2 such breaching Stockholder shall not be
relieved from any liability to UB for breach of this Agreement.
8. STOCKHOLDER CAPACITY. No person executing this Agreement who is or
becomes during the term hereof a director of any Constituent Corporation makes
any agreement or understanding herein in his or her capacity as such director.
Each Stockholder signs solely in his or her capacity as the record and/or
beneficial owner of, or the trustee of a trust whose beneficiaries are the
beneficial owners of, such Stockholder's Shares.
9. MARKET MAKING CAPACITY. UB recognizes that Black & Company is a
market maker for Nor'Wester Common Stock and as such buys and sells Nor'Wester
Common Stock. Any shares of Nor'Wester Common Stock bought or sold by Black &
Company in its capacity as a market maker shall not be subject to the terms and
conditions of this Agreement.
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10. MISCELLANEOUS.
10.1 ENTIRE AGREEMENT; ASSIGNMENT. This Agreement (i) constitutes the
entire agreement between the parties with respect to the subject matter hereof
and supersedes all other prior agreements and understandings, both written and
oral, between the parties with respect to the subject matter hereof (other than
the Investment Agreement) and (b) shall not be assigned by operation of law or
otherwise without the prior written consent of the other party; PROVIDED that UB
may assign, in its sole discretion, its rights and obligations hereunder to any
direct or indirect wholly owned subsidiary of UB, but no such assignment shall
relieve UB of its obligations hereunder if such assignee does not perform such
obligations.
10.2 AMENDMENTS. This Agreement may not be modified, amended, altered
or supplemented, except upon the execution and delivery of a written agreement
executed by the parties hereto; PROVIDED that Schedule 2 hereto may be
supplemented by UB by adding the name and other relevant information concerning
any stockholder of Nor'Wester, WVI or the WVI Subsidiaries who agrees to be
bound by the terms of this Agreement without the agreement of any other party
hereto, and thereafter such added stockholder shall be treated as a
"Stockholder" for all purposes of this Agreement.
10.3 NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, telegram, telex
or telecopy, or by mail (registered or certified mail, postage prepaid, return
receipt requested) or by any courier service, such as Federal Express, providing
proof of delivery. All communications hereunder shall be delivered to the
respective parties at the following addresses:
If to a Stockholder: At the address set forth on Schedule 2
hereto
in the case of Bernau, copy to: Ater Wynne Hewitt Dodson & Skerritt
222 S.W. Columbia, Suite 1800
Portland, OR 97201
Attn.: Jack W. Schifferdecker, Jr., Esq.
in the case of all other Stockholders,
copy to: Stoel Rives LLP
Standard Insurance Center
900 S.W. Fifth Avenue, Suite 2300
Portland, OR 97201
Attn.: Todd A. Bauman, Esq.
If to UB: The UB Group
One Harbor Drive, Suite 102
Sausalito, California 94965
Attn.: O'Neil Nalavadi, Senior Vice
President
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copy to: Orrick, Herrington & Sutcliffe
Old Federal Reserve Bank Building
400 Sansome Street
San Francisco, California 94111
Attn.: Alan Talkington, Esq.
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
10.4 GOVERNING LAW. The validity, interpretation, enforceability and
performance of this Agreement shall be governed by, and construed in accordance
with, the laws of the State of California, without regard to the principles
thereof regarding conflict of laws, and the terms and provisions hereby may not
be waived, altered, modified or amended except in writing duly signed by UB and
the Stockholders. The Stockholders and UB hereby consent to service of process
in the County of San Francisco, California and hereby agree that all disputes
relating to or arising under this Agreement shall be the jurisdiction of the
state and federal courts located in the County of San Francisco, California.
10.5 SPECIFIC PERFORMANCE. Each of the parties hereto recognizes and
acknowledges that a breach by it of any covenants or agreements contained in
this Agreement will cause the other party to sustain damages for which it would
not have an adequate remedy at law for money damages, and therefore each of the
parties hereto agrees that in the event of any such breach the aggrieved party
shall be entitled to the remedy of specific performance of such covenants and
agreements and injunctive and other equitable relief in addition to any other
remedy to which it may be entitled, at law or in equity. UB agrees that it
shall not bring any action for money damages relating to this Agreement or the
transactions herein contemplated against any trustee of any Stockholder that is
a trust in such trustee's personal capacity based upon any action taken or not
taken pursuant to a court order or a final legal judgment.
10.6 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same Agreement.
10.7 DESCRIPTIVE HEADINGS. The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.
10.8 SEVERABILITY. Whenever possible, each provision or portion of
any provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law, but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
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10.9 DEFINITIONS. For purposes of this Agreement:
(a) "beneficially own", "beneficial owner" or "beneficial
ownership" with respect to any securities shall mean having "beneficial
ownership" of such securities as determined pursuant to Rule 13d-3 under
the Securities Exchange Act of 1934, as amended, including pursuant to any
agreement, arrangement or understanding, whether or not in writing.
Without duplicative counting of the same securities by the same holder,
securities beneficially owned by a person shall include securities
beneficially owned by all other persons with whom such person would
constitute a "group" as described in Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended.
(b) "person" shall mean an individual, corporation, partnership,
joint venture, association, trust, unincorporated organization, limited
liability company or other entity.
(c) Capitalized terms used herein and not defined shall have the
meanings assigned to them in the Investment Agreement.
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IN WITNESS WHEREOF, UB and the Stockholders have caused this Agreement
to be duly executed as of the day and year first above written.
UNITED BREWERIES OF AMERICA, INC.
By
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Name: Vijay Mallya
Title: Chief Executive Officer and President
STOCKHOLDERS
JAMES W. BERNAU
By
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Name: James W. Bernau
BLACK & COMPANY
By
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Name: Terri Duffey
Title: Executive Vice President
LAWRENCE S. BLACK
By
----------------------------------------------
Name: Lawrence S. Black
RONALD SAUER
By
----------------------------------------------
Name: Ronald Sauer
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HERB BLACK
By
----------------------------------------------
Name: Herb Black
DENNIS B. REITER
By
----------------------------------------------
Name: Dennis Reiter
JOHN F. LILLICROP
By
----------------------------------------------
Name: John F. Lillicrop
BRUCE ALEXANDER
By
----------------------------------------------
Name: Bruce Alexander
LAURIE MILLER
By
----------------------------------------------
Name: Laurie Miller
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CONSENT OF SPOUSE
I am the spouse of James W. Bernau. On behalf of myself, my heirs and
legatees, I consent to the terms of the Amended and Restated Stockholder's
Agreement signed by or on behalf of my spouse and agree to the voting agreement
and proxy with respect to the Shares (as defined in such Stockholder's
Agreement) registered in the name of my spouse or otherwise registered, which my
spouse proposes to grant pursuant to the Stockholder's Agreement.
Dated: May 14, 1997
---------------------------------------
(Signature of Spouse)
CONSENT OF SPOUSE
I am the spouse of Ronald Sauer. On behalf of myself, my heirs and
legatees, I consent to the terms of the Amended and Restated Stockholder's
Agreement signed by or on behalf of my spouse and agree to the voting agreement
and proxy with respect to the Shares (as defined in such Stockholder's
Agreement) registered in the name of my spouse or otherwise registered, which my
spouse proposes to grant pursuant to the Stockholder's Agreement.
Dated: May 14, 1997
---------------------------------------
(Signature of Spouse)
CONSENT OF SPOUSE
I am the spouse of Dennis Reiter. On behalf of myself, my heirs and
legatees, I consent to the terms of the Amended and Restated Stockholder's
Agreement signed by or on behalf of my spouse and agree to the voting agreement
and proxy with respect to the Shares (as defined in such Stockholder's
Agreement) registered in the name of my spouse or otherwise registered, which my
spouse proposes to grant pursuant to the Stockholder's Agreement.
Dated: May 14, 1997
---------------------------------------
(Signature of Spouse)
CONSENT OF SPOUSE
I am the spouse of Herb Black. On behalf of myself, my heirs and
legatees, I consent to the terms of the Amended and Restated Stockholder's
Agreement signed by or on behalf of my spouse and agree to the voting agreement
and proxy with respect to the Shares (as defined in such Stockholder's
Agreement) registered in the name of my spouse or otherwise registered, which my
spouse proposes to grant pursuant to the Stockholder's Agreement.
Dated: May 14, 1997
---------------------------------------
(Signature of Spouse)
CONSENT OF SPOUSE
I am the spouse of Lawrence S. Black. On behalf of myself, my heirs
and legatees, I consent to the terms of the Amended and Restated Stockholder's
Agreement signed by or on behalf of my spouse and agree to the voting agreement
and proxy with respect to the Shares (as defined in such Stockholder's
Agreement) registered in the name of my spouse or otherwise registered, which my
spouse proposes to grant pursuant to the Stockholder's Agreement.
Dated: May 14, 1997
---------------------------------------
(Signature of Spouse)
CONSENT OF SPOUSE
I am the spouse of John F. Lillicrop. On behalf of myself, my heirs
and legatees, I consent to the terms of the Amended and Restated Stockholder's
Agreement signed by or on behalf of my spouse and agree to the voting agreement
and proxy with respect to the Shares (as defined in such Stockholder's
Agreement) registered in the name of my spouse or otherwise registered, which my
spouse proposes to grant pursuant to the Stockholder's Agreement.
Dated: May 14, 1997
---------------------------------------
(Signature of Spouse)
CONSENT OF SPOUSE
I am the spouse of Laurie Miller. On behalf of myself, my heirs and
legatees, I consent to the terms of the Amended and Restated Stockholder's
Agreement signed by or on behalf of my spouse and agree to the voting agreement
and proxy with respect to the Shares (as defined in such Stockholder's
Agreement) registered in the name of my spouse or otherwise registered, which my
spouse proposes to grant pursuant to the Stockholder's Agreement.
Dated: May 14, 1997
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(Signature of Spouse)
SCHEDULE 1
SUBSIDIARIES OF WILLAMETTE VALLEY, INC.
MICROBREWERIES ACROSS AMERICA
Aviator Ales, Inc.
Mile High Brewing Company
Bayhawk Ales, Inc.
SCHEDULE 2
NUMBER OF SHARES OF COMMON STOCK OWNED
WVI SUBSIDIARIES
-------------------------------------
NAME AND ADDRESS
OF STOCKHOLDER NOR'WESTER WVI AVIATOR MILE HIGH BAYHAWK
- --------------------- ---------- --------- --------- ---------- ---------
James W. Bernau 910,618 3,018,444 2,715,584 2,391,985 1,249,811
8800 Enchanted Way
Turner, OR 97392
Black & Company 540,649
One SW Columbia Street
Suite 1200
Portland, OR 97528
Lawrence S. Black 50,000
c/o Black & Company
One SW Columbia Street
Suite 1200
Portland, OR 97528
Ronald A. Sauer 152,300
c/o Black & Company
One SW Columbia Street
Suite 1200
Portland, OR 97528
Herb Black 20,000
c/o Black & Company
One SW Columbia Street
Suite 1200
Portland, OR 97528
Dennis B. Reiter 50,000
c/o Black & Company
One SW Columbia Street
Suite 1200
Portland, OR 97528
John F. Lillicrop 10,000
c/o Black & Company
One SW Columbia Street
Suite 1200
Portland, OR 97528
Bruce J. Alexander 30,000
c/o Black & Company
One SW Columbia Street
Suite 1200
Portland, OR 97528
Laurie Miller 10,000
c/o Black & Company
One SW Columbia Street
Suite 1200
Portland, OR 97528