EX-10.1






AMENDMENT TO CREDIT AGREEMENT




THIS AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of March 27, 2018 by
and among THE BOSTON BEER COMPANY, INC. and BOSTON BEER CORPORATION (together, the
“Borrowers” and each individually, a “Borrower”) and BANK OF AMERICA, N.A., a
national banking association, successor-by-merger to Fleet National Bank (the “Bank”).



RECITALS




A. The Bank and the Borrowers are parties to that certain Second Amended and Restated Credit
Agreement dated as of July 1, 2002, as modified by letter agreements dated as of August 4, 2004,
and December 30, 2005, an Amendment to Credit Agreement dated as of February 27, 2007, an Amendment
to Credit Agreement dated as of March 10, 2008, an Amendment to Credit Agreement dated as of June
14, 2010, a letter agreement dated as of June 8, 2012, and an Amendment to Credit Agreement dated
as of January 24, 2014 (as amended, restated, supplemented or further modified from time to time,
the “Credit Agreement”). Capitalized terms used herein without definition have the
meanings assigned to them in the Credit Agreement.



B. The Borrowers have requested certain amendments to the Credit Agreement and the Bank is
willing to make such amendments, subject to the terms and conditions set forth herein.



NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained,
the parties hereto hereby agree as follows:



1. Amendments to Credit Agreement.



A. Extension of Expiration Date. Section 1.1 of the Credit Agreement is amended so
that the “Expiration Date”, as defined therein, shall be March 31, 2023.



B. Amendment to Section 1.6 of Credit Agreement. Section 1.6 of the Credit Agreement
is hereby amended and restated in its entirety, as follows:




“1.6 Fees. The Borrowers shall pay to the Bank during the Revolving Credit
Period a non-refundable commitment fee, payable quarterly in arrears on the last day of
March, June, September and December of each year, on any difference between the Commitment
and the outstanding principal amount of the Loans, determined on the basis of the daily
outstanding principal amount of the Loans during the applicable calendar quarter. Such
commitment fee will be calculated at the rate of 0.15% per annum.”



C. Amendment to Section 3 of Credit Agreement. Section 3 of the Credit Agreement is
hereby amended by inserting the following new Section 3.16, immediately after Section 3.15 thereof:




“3.16 Government Sanctions.




“(a) Each Borrower represents that neither Borrower nor any Subsidiary, nor, to the
knowledge of any Borrower, any owner, trustee, director, officer, employee, agent, affiliate
or representative of any Borrower or Subsidiary is an individual or entity (“Person”)
currently the subject of any sanctions administered or enforced by the United States
Government, including, without limitation, the U.S. Department of Treasury’s Office of
Foreign Assets Control, the United Nations Security Council, the European Union, Her
Majesty’s Treasury, or other relevant sanctions authority (collectively,
“Sanctions”), nor is any Borrower or any Subsidiary located, organized or resident
in a country or territory that is the subject of Sanctions.




“(b) Each Borrower represents and covenants that it will not, directly or indirectly,
use the proceeds of the credit provided under this Agreement, or lend, contribute or
otherwise make available such proceeds to any subsidiary, joint venture partner or other
Person, to fund any activities of or business with any Person, or in any country or
territory, that, at the time of such funding, is the subject of Sanctions, or in any other
manner that will result in a violation by any Person (including any Person participating in
the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.”



D. Amendment to Section 7.1(i) of Credit Agreement. Section 7.1(i) of the Credit Agreement is
hereby amended, restated and replaced in its entirety as follows:



“(i) [Reserved]; or”.



E. Amendment to Section 7.1(k) of Credit Agreement. Section 7.1(k) of the Credit Agreement is
hereby amended, restated and replaced in its entirety as follows:



“(k) for any reason, (i) C. James Koch and (ii) either Martin F. Roper or David A. Burwick
(or David A. Burwick’s successor, approved as provided below) shall cease to be actively engaged in
the management of the Borrowers, unless a manager or management team with qualifications,
experience and reputation within the consumer beverage business reasonably acceptable to the Bank
commences management of the Borrowers within 180 days after each cessations; or”.



F. Amendments to Schedule B. Schedule B to the Credit Agreement is hereby amended as
follows:




i. The definition of “LIBOR Rate” is hereby amended and restated in its
entirety, as follows:




“LIBOR Rate: the interest rate determined by the following formula.
(All amounts in the calculation will be determined by the Bank as of the first day
of the applicable LIBOR Period). Notwithstanding any provision to the contrary set
forth in this Agreement, in no event shall the LIBOR Rate be less than zero.




ii. The following definitions of “LIBOR” and “Reserve Percentage” are
hereby inserted into Schedule B, in appropriate alphabetical order:




“LIBOR: for any LIBOR Period with respect to a LIBOR Loan, the rate per
annum equal to the London Interbank Offered Rate (or a comparable or successor rate
which rate is approved by the Bank), as published by Bloomberg (or such other
commercially available source providing such quotations as may be designated by the
Bank from time to time) at or about 11:00 a.m., London time, two (2) London Banking
Days prior to the commencement of such LIBOR Period, for U.S. dollar deposits (for
delivery on the first day of such LIBOR Period) with a term equivalent to such LIBOR
Period. If such rate is not available at such time for any reason, then the rate
for that LIBOR Period will be determined by such alternate method as reasonably
selected by the Bank. A “London Banking Day” is a day on which banks in London are
open for business and dealing in offshore dollars.”




“Reserve Percentage: the total of the maximum reserve percentages for
determining the reserves to be maintained by member banks of the Federal Reserve
System for Eurocurrency Liabilities, as defined in Federal Reserve Board Regulation
D, rounded upward to the nearest 1/100 of one percent. The percentage will be
expressed as a decimal, and will include, but not be limited to, marginal,
emergency, supplemental, special, and other reserve percentages.”




ii. Clause (a) of Paragraph B(3) of Schedule B is hereby amended and restated in its
entirety, as follows:




	 	 	 	“(a) Notwithstanding anything to the contrary in this Agreement or any other Loan
Documents, if the Lender determines (which determination shall be conclusive absent
manifest error), or the Borrowers notify the Lender that the Borrowers have determined,
that:






	 	(i)	 	adequate and reasonable means do not exist for ascertaining the
LIBOR Rate for any requested LIBOR Period, because the LIBOR Screen Rate is not
available or published on a current basis and such circumstances are unlikely
to be temporary; or






	 	(ii)	 	the administrator of the LIBOR Screen Rate or a Governmental
Authority having jurisdiction over the Lender has made a public statement
identifying a specific date after which the LIBOR Rate or the LIBOR Screen Rate
shall no longer be made available, or used for determining the interest rate of
loans (such specific date, the “Scheduled Unavailability Date”), or






	 	(iii)	 	loans currently being executed, or that include language
similar to that contained in this Section, are being executed or amended (as
applicable) to incorporate or adopt a new benchmark interest rate to replace
the LIBOR Rate,






then, reasonably promptly after such determination by the Lender or receipt by
the Lender of such notice , as applicable, the Lender and the Borrowers may amend
this Agreement to replace the LIBOR Rate with an alternate benchmark rate (including
any mathematical or other adjustments to the benchmark (if any) incorporated
therein), giving due consideration to any evolving or then existing convention for
similar U.S. dollar denominated credit facilities for such alternative benchmarks
(any such proposed rate, a “LIBOR Successor Rate”), together with any
proposed LIBOR Successor Rate Conforming Changes (as defined below). It is
understood and agreed that notwithstanding any provision contained herein to the
contrary, the LIBOR Successor Rate shall be the then lowest interest rate determined
and used by the Lender for its “most favored” borrowers, and if the Lender
thereafter agrees at any time or times to a LIBOR Successor Rate that is, at such
time, lower that the LIBOR Successor Rate then in effect under this Agreement, then
the Lender shall promptly (a) notify the Borrowers of such lower LIBOR Successor
Rate and (b) thereafter apply such lower LIBOR Successor Rate to the Loans.




If no LIBOR Successor Rate has been determined and the circumstances under
clause (i) above exist or the Scheduled Unavailability Date has occurred (as
applicable), the Lender will promptly so notify the Borrower. Thereafter, the
obligation of the Lender to make or maintain LIBOR Loans shall be suspended, (to the
extent of the affected LIBOR Loans or LIBOR Periods). Upon receipt of such notice,
the Borrowers may revoke any pending request for a borrowing of, conversion to or
continuation of LIBOR Loans (to the extent of the affected LIBOR Loans or LIBOR
Periods) or, failing that, will be deemed to have converted such request into a
request for a borrowing of Prime Rate Loans in the amount specified therein.




Notwithstanding anything else herein, any definition of LIBOR Successor Rate
shall provide that in no event shall such LIBOR Successor Rate be less than zero for
purposes of this Agreement.




As used above:




“LIBOR Screen Rate” means the LIBOR Rate quote on the applicable screen
page the Lender designates to determine the LIBOR Rate (or such other commercially
available source providing such quotations as may be designated by the Lender from
time to time).




“LIBOR Successor Rate Conforming Changes” means, with respect to any
proposed LIBOR Successor Rate, any conforming changes to the definition of LIBOR
Period, timing and frequency of determining rates and making payments of interest
and other administrative matters as may be appropriate, in the discretion of the
Lender, to reflect the adoption of such LIBOR Successor Rate and to permit the
administration thereof by the Lender in a manner substantially consistent with
market practice (or, if the Lender determines that adoption of any portion of such
market practice is not administratively feasible or that no market practice for the
administration of such LIBOR Successor Rate exists, in such other manner of
administration as the Lender determines in consultation with the Borrowers).”



G. No Other Amendments. Except as expressly amended hereby, the Credit Agreement, the
other Loan Documents and all related documents shall remain otherwise unmodified and continue in
full force and effect in accordance with the provisions thereof as of the date hereof. Whenever
the terms or sections amended hereby shall be referred to in the Credit Agreement, the Loan
Documents or such other documents (whether directly or by incorporation into other defined terms),
such defined terms shall be deemed to refer to those terms or sections as amended by this
Amendment.



2. Certain Representations of the Borrowers. As a material inducement to the Bank to
enter into this Amendment, the Borrowers hereby represent and warrant to the Bank (which
representations and warranties shall survive the delivery of this Amendment), after giving effect
to this Amendment, as follows:



A. The execution and delivery of this Amendment has been duly authorized by all requisite
corporate action on the part of the Borrowers.



B. The representations and warranties contained in the Credit Agreement are true and correct
in all material respects as of the date of this Amendment as though made at and as of such date
(except for representations and warranties made as of a specified date, which shall be true and
correct as of such date) and (b) no Default has occurred and is continuing.



C. This Amendment and the other Loan Documents constitute the legal, valid and binding
obligations of the Borrowers, enforceable against them in accordance with their respective terms,
subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the rights
and remedies of creditors generally or the application of principles of equity, whether in any
action at law or proceeding in equity, and subject to the availability of the remedy of specific
performance or of any other equitable remedy or relief to enforce any right thereunder.



3. Conditions Precedent. The effectiveness of this Amendment shall be subject to the
satisfaction of the following conditions precedent:




A. Counterparts of Amendment. The Bank shall have received counterparts of
this Amendment, duly executed by the Borrowers.




B. Good Standing Certificates. The Bank shall have received a good standing
certificate for each Borrower, issued by the Secretary of State or other appropriate
official of such Borrower’s jurisdiction of organization.




C. Secretary’s Certificate. The Bank shall have received a secretary’s
certificate from each Borrower, certifying (i) either (a) that the attached or previously
delivered copies of such Borrower’s organizational documents are or remain to be true and
complete, and in full force and effect, without amendments except as shown or previously
delivered or (b) that the copies of such Borrower’s organizational documents attached
thereto are true and complete and in full force and effect, without amendment; (ii) as to
(and attaching copies of) any resolutions of such Borrower’s stockholders and/ or directors
required to authorize the execution and delivery of this Amendment by such Borrower and the
transactions contemplated hereby; and (iii) to the incumbency of the officer executing this
Amendment on behalf of such Borrower.




D. Amendment Fee. The Borrowers shall have paid to the Bank, in immediately
available funds, a nonrefundable amendment fee of $150,000, which amendment fee shall be
deemed to have been fully earned as of the date hereof.




E. Legal Fees and Expenses. The Borrowers shall have reimbursed the Bank for
all reasonable legal fees and expenses incurred by the Bank in connection with this
Amendment and the transactions contemplated hereby.



4. Miscellaneous.



A. As provided in the Credit Agreement, the Borrowers agree to reimburse the Bank upon demand
for all reasonable out-of-pocket costs, charges, liabilities, taxes and expenses of the Bank
(including reasonable fees and disbursements of counsel to the Bank) in connection with the (a)
preparation, negotiation, interpretation, execution and delivery of this Amendment and any other
agreements, instruments and documents executed pursuant or relating hereto, and (b) any enforcement
hereof.



B. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS AND SHALL TAKE EFFECT AS A SEALED INSTRUMENT IN ACCORDANCE WITH SUCH
LAWS.



C. This Amendment may be executed in any number of counterparts and by different parties
hereto on separate counterparts, each of which when so executed and delivered shall be an original,
but all of which counterparts taken together shall be deemed to constitute one and the same
instrument. Delivery of an executed signature page of this Amendment by facsimile or electronic
transmission shall be effective as an in-hand delivery of an original executed counterpart hereof.



(Remainder of page intentionally left blank) IN WITNESS WHEREOF, the parties have caused
this Amendment to be executed under seal by their duly authorized officers under seal as of the day
and year first above written.




THE BOSTON BEER COMPANY, INC.




By:       /Martin F. Roper/      

Name: Martin F. Roper

Title: President and Chief Executive Officer





	 	 	 	BOSTON BEER CORPORATION






By:       /Martin F. Roper/      

Name: Martin F. Roper

Title: President and Chief Executive Officer





BANK OF AMERICA, N.A.




By:      /Christopher P. Busconi/      




Name: Christopher P. Busconi




Title: Senior Vice President