Exhibit 10.1
    

    
      CONSENT AND AMENDMENT


    

    
      This Consent and Amendment is entered into effective as of July 1, 2008
      by and among Redhook Ale Brewery, Incorporated (“Redhook”), Widmer
      Brothers Brewing Company (“Widmer”), Craft Brands Alliance LLC (“CBA”)
      and Anheuser-Busch, Incorporated (“ABI”).
    

    
      WHEREAS, Redhook and ABI are parties to the Exchange and
      Recapitalization Agreement dated as of June 30, 2004 (“Redhook Exchange
      Agreement”), the Master Distributor Agreement dated as of July 1, 2004
      (“Redhook Distribution Agreement”) and the Registration Rights Agreement
      dated as of July 1, 2004 (“Redhook Registration Rights Agreement,” and
      together with the Redhook Exchange Agreement and the Redhook
      Distribution Agreement, the “Redhook Transaction Documents”).
    

    
      WHEREAS, Widmer and ABI are parties to the Exchange and Recapitalization
      Agreement dated as of June 30, 2004 (“Widmer Exchange Agreement”), the
      Master Distributor Agreement dated as of July 1, 2004 (“Widmer
      Distribution Agreement”), the Registration Rights Agreement dated as of
      July 1, 2004 (“Widmer Registration Rights Agreement”), a letter dated
      July 1, 2004 among Widmer, ABI and Kurt and Robert Widmer (“Widmer Side
      Letter,” and together with the Widmer Exchange Agreement, the Widmer
      Distribution Agreement, and the Widmer Registration Rights Agreement,
      the “Widmer Transaction Documents”) and the Master Distributor Agreement
      dated June 6, 2006, as amended by Amendment No. 1 dated June 30, 2006
      and Amendment No. 2 dated September 29, 2006 (the “Goose Distribution
      Agreement”).
    

    
      WHEREAS, ABI and CBA are parties to the Master Distributor Agreement
      dated as of July 1, 2004 (“CBA Distribution Agreement”).
    

    
      WHEREAS, Redhook and Widmer have entered into the Agreement and Plan of
      Merger dated as of November 13, 2007, as amended by Amendment No. 1
      thereto dated April 30, 2008 (the “Merger Agreement”).
    

    
      NOW, THEREFORE, in consideration of the premises and the covenants
      hereinafter contained and intending to be legally bound hereby, it is
      agreed as follows:
    

    
      1.        Representations and
      Warranties.
    

    
      (i)       In order to induce ABI to provide the agreement set forth in
      Section 2, Redhook hereby represents to ABI that (i)  as of their date
      and as of the date of the meeting of the shareholders of Redhook  no
      part of the Registration Statement (“Registration Statement”) on Form
      S-4 (Registration Statement No. 333-149908) including the joint proxy
      statement (“Proxy Statement”) of  Redhook and Widmer, contains an untrue
      statement of a material fact or omits to state a material fact required
      to be stated therein or necessary to make the statements therein not
      misleading; (ii) there are no defaults, breaches or events of default on
      the part of Redhook or CBA under the Redhook Transaction Documents, the
      Merger Agreement or the CBA Distribution Agreement or any other
      agreement or instrument by or among ABI, Redhook and CBA to which
      Redhook is a party; and (iii) each of the representations made by
      Redhook in the Merger Agreement (as modified by the Buyer Disclosure
      Schedule) is correct and complete in all material respects as of the
      date made and will be correct and complete in all material respects as
      of the day of the consummation of the transaction described in the
      Merger Agreement.
    

    
      
        

        

      

      
        
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      (ii)      In order to induce ABI to provide the agreement set forth in
      Section 2, Widmer hereby represents to ABI that as of their date and as
      of the date of the meeting of the shareholders of Widmer (i) no part of
      the Proxy Statement, contains an untrue statement of a material fact or
      omits to state a material fact required to be stated therein or
      necessary to make the statements therein not misleading;  (ii) there are
      no defaults, breaches or events of default on the part of Widmer or CBA
      under the Widmer Transaction Documents, the Merger Agreement or the CBA
      Distribution Agreement or any other agreement or instrument by or among
      ABI, Widmer and CBA to which Widmer is a party and (iii) each of the
      representations made by Widmer in the Merger Agreement (as modified by
      the Target Disclosure Schedule)  is correct and complete in all material
      respects as of the date made and will be correct and complete in all
      material respects as of the day of the consummation of the transaction
      described in the Merger Agreement.
    

    
      2.        Defaults Under
      Transaction Documents.  ABI hereby agrees that the execution by
      Redhook or Widmer of the Merger Agreement, the election of Terry
      Michaelson and David Mickelson as co-chief executive officers of Redhook
      and the consummation of the transaction described in the Merger
      Agreement do not constitute a default, an event of default or breach of
      the Redhook Transaction Documents, the Widmer Transaction Documents, the
      CBA Distribution Agreement or the Goose Distribution Agreement or a
      Termination Date as such term may be used in the Redhook Transaction
      Documents, the Widmer Transaction Documents, the CBA Distribution
      Agreement or the Goose Distribution Agreement.  If the Merger Agreement
      is further amended or modified in any respect without ABI’s written
      approval, the agreement by ABI described herein shall be revoked and of
      no further force and effect.  The parties acknowledge that ABI retains
      discretion in the voting of the shares of Common Stock of Redhook and of
      Widmer held by it or its designees and nothing herein or in the Redhook
      Transaction Documents or the Widmer Transaction Documents shall ever be
      construed as obligating ABI to vote shares of Common Stock of either
      Redhook or Widmer held by it or its designees for or against approval of
      the transaction described in the Merger Agreement or any other item
      presented to the shareholders of Redhook or Widmer at any time, whether
      before or after the consummation of the transaction described in the
      Merger Agreement.
    

    
      3.        Widmer Transaction
      Documents.  The parties agree that upon the consummation of the
      transaction described in the Merger Agreement (the date on which such
      consummation occurs to be hereinafter referred to as the “Effective
      Date”), the Widmer Transaction Documents shall be of no further force
      and effect.  Notwithstanding the foregoing, all liabilities existing
      under such agreements accrued or arising prior to the Effective Date
      shall survive the Effective Date.  No payments or repayments of
      Incremental Margin shall be made under the Widmer Distribution Agreement
      with respect to the third quarter of 2008 or thereafter and neither
      party shall be obligated to make any additional payments or repayments
      as a result of the calculation of payments of Incremental Margin for the
      any portion of 2008 prior to the Effective Date.
    

    
      
        

        

      

      
        
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      4.        CBA Distribution
      Agreement.  The parties agree that upon the Effective Date the CBA
      Distribution Agreement shall be terminated and of no further force and
      effect.  Notwithstanding the foregoing, all liabilities existing under
      such agreement accrued or arising prior to the Effective Date shall
      survive the Effective Date.  No payments or repayments of Incremental
      Margin shall be made under the CBA Distribution Agreement with respect
      to the third quarter of 2008 or thereafter and neither party shall be
      obligated to make any additional payments or repayments as a result of
      the calculation of payments of Incremental Margin for any portion of
      2008 prior to the Effective Date.
    

    
      5.        Amendments to
      Redhook Distribution Agreement.  From and after the Effective Date,
      the Redhook Distribution Agreement shall continue to be in full force
      and effect, but shall be amended as follows:
    

    
      (i)       for purposes of the Redhook Distribution Agreement, (a)
      “Brewpub” shall mean any restaurant operated by Redhook, Kona, or other
      Redhook Affiliate serving Product brewed on the premises; (b) “Inventory
      Manager Fee” shall mean $205,200 for 2008.  For each subsequent year,
      such amount shall be the amount effective for the preceding calendar
      year, increased by GDP as defined and calculated pursuant to the
      methodology set forth on Attachment C;  (c) “Kona” shall mean Kona
      Brewery LLC; (d) “Products” shall mean all malt beverage products
      marketed by Redhook for which ABI has agreed to act as master
      distributor either prior to the Effective Date or thereafter pursuant to
      Section 11.03 (but shall not include any malt beverage products the
      marketing of which Redhook discontinues or the distribution of which is
      terminated pursuant to this Agreement), including products brewed by
      Kona or bearing the trademarks of Kona, but excluding products brewed by
      Goose Island Beer Co. or bearing the trademarks of Goose Island Beer Co;
      and (e) “Territory” shall mean the United States of America, the
      District of Columbia and all states, territories and possessions of the
      United States of America.
    

    
      (ii)      The third sentence of Article II shall be amended and replaced
      with the following:
    

    
      “Redhook agrees not to sell any Product to any other Person in the
      Territory other than ABI, Affiliated Wholesalers and Non-Affiliated
      Wholesalers.  Additionally, Redhook may sell at Brewpubs draught Product
      brewed on the premises; may sell to consumers packaged Product brewed on
      the premises at retail sites associated with Brewpubs in accordance with
      its current practices; may sell to consumers draught Product brewed on
      the premises in so-called dock sales in accordance with its current
      practices not to exceed 50,000 cases in any calendar year; and may make
      such other sales as are authorized under the Goose Distribution
      Agreement.    Nothing herein shall obligate Redhook with respect to
      sales by Kona to the extent Redhook does not, on the Effective Date,
      have the ability to restrict such sales and nothing herein shall be
      deemed to waive or modify any agreements relating to the Kona products
      with the Anheuser-Busch Hawaiian wholesaler operation.
    

    
      (iii)     Article IV shall be amended and replaced with the Annex A
      hereto (Schedule E to the Redhook Distribution Agreement being
      unchanged);
    

    
      
        

        

      

      
        
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      (iv)      Section 7.01 shall be amended and replaced with the
      following:  “The term of this Agreement (the “Term”) shall become
      effective at the Commencement Date and, unless sooner terminated
      pursuant to the provisions of this Agreement, shall continue in effect
      until December 31, 2018 (the “Initial Term”).  Following the Initial
      Term, this Agreement shall renew automatically for an additional 10 year
      period, unless ABI provides written notice to Redhook on or prior to
      June 30, 2018 that the Agreement shall not be renewed.
    

    
      (v)       Section 7.03(iii) shall be amended and replaced with the
      following:  “(iii) Either of the current co-chief executive officers of
      Redhook (Terry Michaelson and David Mickelson) ceases to function as
      chief executive officer and within six months of such cessation an
      individual serving as chief executive officer satisfactory in the sole,
      good faith discretion of ABI is not serving as chief executive officer
      of Redhook.”
    

    
      (vi)      The first sentence of Article VIII shall be amended and
      replaced with the following:
    

    
      If either party commits a breach or a default of this Agreement, no
      remedy herein conferred upon or reserved to either party is exclusive of
      any other available remedy or remedies, but each and every such remedy
      shall be cumulative and shall be in addition to every other remedy given
      under this Agreement or now or hereafter existing at law or in equity or
      by statute; provided, however, that in the  event that Redhook is in
      default under this Agreement and the breach is directly or indirectly
      caused by a breach by Kona under any distribution agreement between
      Redhook and Kona, Redhook shall be given an additional  90 days to cure
      such default in accordance with Section 7.02.
    

    
      (vii)     The second sentence of Section 11.03 shall be amended and
      replaced with the following:
    

    
      Except as set forth to the contrary herein, during the Term of this
      Agreement, ABI will be the exclusive distributor of Product in the
      Territory, with the exception of (i) the rights of the Brewpubs to sell
      Products brewed at such Brewpubs for on-site  consumption;  (ii) sale or
      distribution of the Product  for use in beer competitions or festivals
      (excluding sale or distribution of Product that is sold or re-sold to
      consumers at any such competition or festival), not to exceed 25,000
      case-equivalents per calendar year; (iii) sales by Redhook to Affiliated
      Wholesalers and Non-Affiliated Wholesalers as permitted by this
      Agreement; and (iv) such other sales as may be authorized under the
      Goose Distribution Agreement.  Nothing herein shall obligate Redhook
      with respect to sales by Kona to the extent Redhook does not, on the
      Effective Date, have the ability to restrict such sales and nothing
      herein shall be deemed to waive or modify any agreement relating to the
      Kona products with the Anheuser-Busch Hawaiian wholesaler operation.
    

    
      (viii)    The last sentence of Section 11.03(a) shall be amended and
      replaced with the following:
    

    
      
        

        

      

      
        
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      “Notwithstanding the above, Redhook may test market New Products without
      ABI’s prior approval; provided that: (i) the duration of all such test
      marketing on any and all New Products in any single calendar year shall
      not exceed six months; (ii) the aggregate volume of all such test
      marketing on any single New Product in any single calendar year shall
      not exceed one percent of the sales volume for all Products for the
      preceding 12 months; (iii) all such New Products otherwise comply with
      the quality standards set forth in this Agreement; and (iv) all such
      test marketing be done at Brewpubs or through Alliance Wholesalers.”
    

    
      (ix)      Section 11.09 of the Master Distribution Agreement shall be
      amended and replaced with the following:
    

    
      11.09 Redhook agrees to ship product samples to ABI for sensory analyses
      and AB agrees to perform periodical technical analyses for Redhook.  AB
      will make available to Redhook the results of these tests, but shall be
      subject to no liability to Redhook on account of such tests.
    

    
      (a) At Redhook's request, A-B agrees to perform periodic technical
      analysis on Redhook Products not to exceed four (4) Products per
      quarter.  Redhook should ship, at Redhook's expense, twelve (12) bottles
      of each Product to ABI at (or to such other address or location as may
      be specified from time to time in writing by ABI):
    

    
      Anheuser-Busch, Inc.
Attn:  Craft Partner Analytical Analysis/Mike
      Garcia
1200 Arsenal St
St. Louis, MO 63118

    

    
      (b) Redhook is required to ship Product to AB for the purposes of
      conducting sensory analyses on a schedule defined by AB, but not to
      exceed more than twelve bottles of each Product per month and from time
      to time upon request by AB, one keg of the draught Product.  Product
      will be shipped at AB's expense to (or to such other address or location
      as may be specified from time to time in writing by ABI):
    

    
      Anheuser-Busch, Inc.
Attn:  Craft Partner Taste Samples/Mike Garcia
1200
      Arsenal St
St. Louis, MO 63118

    

    
      (x)        Section 11.10 shall be amended and replaced with the
      following:
    

    
      ABI shall maintain in its employ two full time equivalent corporate
      inventory management employees, a substantial portion of the
      responsibilities of whom shall be to coordinate and administer logistics
      of Product distribution to Alliance Wholesalers.  Within fifteen (15)
      days of the end of each calendar quarter during the Term, beginning with
      the third calendar quarter of 2008, Redhook shall pay to ABI 25% of the
      annual Inventory Manager Fee.
    

    
      
        

        

      

      
        
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      (xi)      Section 12.07(b) shall be amended and replaced with the
      following:
    

    
      (b)  shall be produced exclusively in the breweries of Redhook, Kona or
      in other breweries approved by ABI;
    

    
      (xii)     The first paragraph of Article XV shall be amended and
      replaced with the following:
    

    
      “Redhook shall procure and maintain from qualified and licensed insurers
      with Best’s Ratings of at least A-: (i) a comprehensive or commercial
      general liability insurance policy with at least $10,000,000 in coverage
      for each occurrence, including liquor and product liability; (ii) a
      worker’s compensation policy with at least $2,000,000 in coverage for
      each occurrence; and (iii) a property insurance policy covering damage
      to the Products owned by Redhook.  Coverage shall be on an occurrence
      rather than a claims made basis. The policy shall name ABI as an
      additional insured and shall include coverage for Redhook’s
      indemnification obligations under this Agreement.  The policy shall
      provide that ABI will be notified of the cancellation or any restrictive
      amendment of the policy at least 15 days prior to the effective date of
      such cancellation or amendment.  Redhook shall not violate, or permit to
      be violated, any conditions of such insurance policies, and Redhook
      shall at all times satisfy the requirements of the insurance carrier
      writing said policy.”
    

    
      (xiii)    The Incremental Margin payable under the Redhook Distribution
      Agreement with respect to the third calendar quarter of 2008 and for the
      period from the Effective Date to December 31, 2008  and all periods
      thereafter shall reflect and include the sales of all Products,
      including Kona and Widmer products.
    

    
      (xiv)     All representations, covenants and other provisions contained
      in the Redhook Distribution Agreement relating to CBA shall be of no
      further force and effect.  Notwithstanding the foregoing, all
      liabilities existing with respect to such representations and covenants
      accrued prior to the Effective Date shall survive the Effective Date.
    

    
      6.        Amendment to
      Redhook Registration Rights Agreement.  From and after the Effective
      Date, the Redhook Registration Rights Agreement shall continue to be in
      full force and effect and for purposes of the Redhook Registration
      Rights Agreement, “Registrable Securities” shall mean all shares of
      Common Stock and other securities issued by Redhook or any Subsidiary of
      Redhook held by ABI from time to time, including all shares issued to
      ABI pursuant to the Merger Agreement.
    

    
      7.        Redhook Exchange
      Agreement.  From and after the Effective Date, the Redhook Exchange
      Agreement shall continue to be in full force and effect, but shall be
      amended as follows:
    

    
      
        

        

      

      
        
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      (i)       The definition of “ABI Competitor” shall be amended and
      replaced with the following:
    

    
      “ABI Competitor” shall mean any Person that, together with its
      Affiliates, has revenues of $500,000,000 or more from the sale of
      alcohol beverage products in the calendar year immediately preceding the
      date on which the provision of this Agreement using this term is to be
      applied.”
    

    
      (ii)      The definition of “Qualified Takeover Defense Plan” shall be
      deleted.
    

    
      (iii)     The definition of “Termination Date” shall be amended and
      replaced with the following:
    

    
      “Termination Date” means the date on which the Distribution Agreement is
      duly terminated or expires pursuant to its terms.”
    

    
      (iv)      The definition of “Transaction Documents” shall be amended and
      replaced with the following:
    

    
       “Transaction Documents” means this Agreement, the Distribution
      Agreement, the Registration Rights Agreement, and the Purchasing
      Contract.”
    

    
      (v)       The following shall amend and replace Section 5.1(a):
    

    
      “(a)   Permitted Acquisitions or Investments.
      Redhook shall not, and shall not permit any of its Subsidiaries to,
      without ABI’s written permission, directly or indirectly in any
      transaction or related series of transactions, acquire or invest in,
      whether for cash, debt, Stock, or other property or assets or by
      guaranty of any obligation, (i) any assets or business related to the
      production or distribution of malt beverage products the aggregate
      purchase price of which in any such transaction or related series of
      transactions exceeds $15,000,000, or (ii) any assets or business not
      related to the production or distribution of malt beverage products the
      aggregate purchase price of which in any such transactions or related
      series of transactions exceeds $2,000,000.  Redhook shall not acquire
      any brand or the assets or Stock of any producer of any beverage unless
      it delivers to ABI a written plan providing a schedule by which ABI
      would become the exclusive distributor for such malt beverages by ABI,
      such schedule to be satisfactory to ABI.”
    

    
      (vi)      The following shall amend and replace Section 5.1(b):
    

    
      “(b)      Sales of Assets.
    

    
      (i)       Redhook shall not, and shall not permit any Subsidiary of
      Redhook to, sell, lease, transfer, convey or otherwise dispose of assets
      in any transaction or related series of transactions, which assets have
      an aggregate book value exceeding $15,000,000; provided, however,
      that the foregoing shall not prohibit any bona fide sale-leaseback
      transaction in which the leases entered into by Redhook or any
      Subsidiary of Redhook in connection with such transaction are capital
      leases as determined in accordance with GAAP.
    

    
      
        

        

      

      
        
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      (ii)      Redhook and its Subsidiaries shall not sell, transfer, convey,
      license, pledge or otherwise dispose of any trademark or trade name
      acquired or owned by any of them after the date hereof if 5% or more of
      the revenues of Redhook and its consolidated Subsidiaries for the
      preceding Fiscal Year were attributable to sales of products using such
      trademark or trade name.”
    

    
      (vii)     Section 5.1(d) (i) shall be amended and replaced with the
      following: 
    

    
      “(d)      Financial and Business
      Information.
    

    
      (i)       Projections.  Redhook
      will deliver to ABI, together with appropriate supporting details,
      within 30 days prior to the beginning of each Fiscal Year and 45 days
      after each calendar quarter of each Fiscal Year (and Redhook, at its
      option, may deliver such information to its other security holders
      contemporaneously therewith):
    

    
      (A)       a projected consolidated balance sheet of Redhook and its
      Subsidiaries, for each month of the Fiscal Year;
    

    
      (B)       projected consolidated and consolidating cash flow statements
      of Redhook and its Subsidiaries, including summary details of cash
      disbursements (including for capital expenditures), for each month of
      the Fiscal Year; and
    

    
      (C)       projected consolidated and consolidating income statements of
      Redhook and its Subsidiaries for each quarter of the Fiscal Year;”
    

    
      (viii)    The following shall amend and replace Section 5.1(g) (i):
    

    
      “(i) Notwithstanding any other provision of this Section 5.1(g), Redhook
      shall not issue, sell or transfer or agree to issue, sell or transfer
      any of its authorized but not outstanding shares of Stock, except (A)
      issuances of Common Stock pursuant to any stock split, reverse stock
      split or stock dividend or pursuant to the exercise of any option or
      warrant or the conversion of any convertible security either now
      outstanding or otherwise permitted by this Section, (B) prior to January
      1, 2011 issuances of Common Stock not exceeding 10% of the Common Stock
      on the Effective Date (giving effect to the consummation of the
      transaction described in the Merger Agreement) and for each successive
      three year period thereafter issuances of Common Stock not exceeding 10%
      of the outstanding Common Stock on the first day of such period, and
      (C) issuances of Stock by Redhook to employees, consultants or directors
      for compensatory purposes, pursuant to any employee or director stock
      option or other stock incentive plan approved in accordance with the
      requirements set forth in Section 5.1(h).”
    

    
      (ix)      The following shall replace Section 5.1(j):
    

    
      
        

        

      

      
        
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      “(j) Distribution of Redhook Products.  Redhook shall not
      distribute products in the Territory (as defined in the Redhook
      Distribution Agreement) other than through ABI or other wholesalers to
      the extent permitted by the Distribution Agreement or the Master
      Distribution Agreement between ABI and Widmer Brothers Brewing Company
      dated June 6, 2006, as amended.  If Redhook desires to investigate the
      production, sale, distribution or licensing the production of any malt
      beverage product in any country outside the Territory, Redhook shall
      notify ABI and shall provide ABI with all information reasonably
      requested by ABI in connection with such arrangement.  Redhook shall
      give ABI a period of at least 90 days to make a proposal to Redhook
      pursuant to which ABI would serve as a master distributor or brew the
      products in such country, and Redhook shall not conduct negotiations or
      discussions with any other party during such 90 day period.  Upon the
      end of such 90 day period, Redhook shall be permitted to select any
      entity to brew or distribute the products of Redhook in any such
      country, except that Redhook shall not be permitted to select an ABI
      Competitor or any Affiliate thereof for such purpose.  If ABI has made a
      proposal to brew or distribute the product of Redhook in any country,
      Redhook shall not select any other entity without the approval of the
      Board of Directors.”
    

    
      (x)       The following shall replace Section 5.1(q):
    

    
      “(q) Representation of ABI on the Board of Directors.  ABI
      shall be entitled to designate two individuals as directors of Redhook,
      and except as provided in this section, Redhook shall cause the number
      of members on the Board of Directors not to exceed seven.  The Board of
      Directors shall recommend to the shareholders of Redhook the election of
      such individuals.  If the shareholders do not elect such individuals,
      within 30 days after the meeting of the shareholders the Board of
      Directors of Redhook shall amend the Bylaws of Redhook to increase the
      number of members on the Board of Directors to nine and appoint such
      individuals to the Board of Directors to fill these vacancies. ABI shall
      be entitled to designate an individual to be a member of each committee
      of the Board of Directors, except (i) with respect to a committee on
      which the individual is not permitted to be a member under applicable
      law or the requirements of any exchange or market on which the
      securities of Redhook are listed or quoted or (ii) with respect to a
      committee formed to review or determine transactions or proposed
      transactions between ABI and Redhook. ”
    

    
      (xi)      The following Section 5.1(t) shall be made a part of the
      Agreement:
    

    
      “(t)      ABI Stock Ownership.  Redhook
      shall take no action that would cause the shares of Common Stock
      registered in the name of ABI and its designees on the Effective Date to
      equal or exceed 50% of the outstanding Common Stock, as calculated
      pursuant to Section 5051(a) (2) (B) the Internal Revenue Code of 1986
      and the "controlled group" rules of Section 156 of the Internal Revenue
      Code of 1986.”
    

    
      (xii)     all representations and covenants and other provisions
      contained in the Redhook Exchange Agreement relating to CBA shall be of
      no further force and effect.  Notwithstanding the foregoing, all
      liabilities existing with respect to such representations and covenants
      accrued prior to the Effective Date shall survive the Effective Date.
    

    
      8.        Other Provisions of
      Redhook Transaction Documents.  Except as provided herein, all
      provisions of the Redhook Transaction Documents shall remain in full
      force and effect, from and after the Effective Date, notwithstanding the
      transactions described in the Merger Agreement.
    

    
      
        

        

      

      
        
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      9.        Other Ancillary
      Agreements.  The Contract Brewing Agreement between ABI and Widmer
      dated as of April 26, 2007, the separate contracts between ABI and
      Widmer and ABI and Redhook relating to purchase of packaging materials,
      the Goose Distribution Agreement and each other instrument or agreement
      between ABI and Redhook and ABI and Widmer not explicitly addressed
      herein shall survive the Effective Date.
    

    
      10.       Indemnification.  Redhook
      shall indemnify and hold harmless ABI, its corporate affiliates and
      their officers, directors and employees from and against any
      liabilities, obligations, losses, damages, penalties, actions,
      judgments, suits, claims, costs, attorneys’ fees, expenses and
      disbursements of any kind that may be imposed upon, incurred by or
      asserted against them, such officers, directors and employees in any
      manner relating to or arising out of (i)  any untrue representation,
      breach of warranty or failure to perform any covenant by Redhook or
      Widmer contained herein,  (ii) any third party claims arising out of any
      alleged untrue statement of material fact or omission to state a
      material fact in the Registration Statement or the Proxy Statement; or
      (iii) any third party claims arising out of the approval, consider or
      disclosure by Redhook or Widmer of the transactions described in the
      Merger Agreement.
    

    
      11.       Name Change.  Upon
      the consummation of the transaction described in the Merger Agreement,
      Redhook’s name shall be changed to Craft Brewers Alliance, Inc.  Such
      change shall have no effect upon the rights and obligations of Redhook
      or ABI or the terms and conditions hereof.
    

    
      12.       Miscellaneous Provisions.
    

    
      (i)       Except as otherwise provided herein, this Consent and
      Amendment shall be binding upon and inure to the benefits of the parties
      hereto and their respective successors and permitted assigns.  Nothing
      in this Agreement, express or implied, is intended or shall be construed
      to give any person other than the parties to this Agreement or their
      respective successors and permitted assigns any legal or equitable
      right, remedy or claim under or in respect of any agreement or any
      provision contained herein.
    

    
      (ii)      Any amendment or waiver of any provision of this Consent and
      Amendment or any consent to any departure therefrom shall not be
      effective unless the same shall be in writing and signed by the parties
      hereto and shall specifically refer to this Consent and Amendment.
      Except as provided in the preceding sentence, no action taken pursuant
      to this Consent and Amendment, including, without limitation, any
      investigation by or on behalf of any party, shall be deemed to
      constitute a waiver by the party taking such action of compliance with
      any representations, warranties, covenants or agreements contained
      herein.  The waiver by any party hereto of a breach of any provision of
      this Consent and Amendment shall not operate or be construed as a waiver
      of any preceding or succeeding breach, and no failure by either party to
      exercise any right or privilege hereunder shall be deemed a waiver of
      such party's rights or privileges hereunder or shall be deemed a waiver
      of such party's rights to exercise the same at any subsequent time or
      times hereunder.
    

    
      
        

        

      

      
        
          10
        

        
          


        

      

      
        

        

      

    

    
      (iii)     This Consent and Amendment shall be governed by and construed
      in accordance with the law of the State of Washington, without regard to
      the principles thereof regarding conflict of laws.
    

    
      (iv)      In the event that any one or more of the provisions contained
      in this Consent and Amendment shall be determined to be invalid, illegal
      or unenforceable in any respect for any reason, the validity, legality
      and enforceability of any such provision or provisions in every other
      respect and the remaining provisions of this Consent and Amendment shall
      not be in any way impaired.
    

    
      (v)       This Consent and Amendment may be executed in any number of
      counterparts, each of which shall be deemed to be an original and all of
      which together shall be deemed to be one and the same instrument.
    

    
      (vi)      This Consent and Amendment constitutes the entire agreement
      among the parties hereto and supersedes any prior understandings,
      agreements or representations by or among the parties hereto, written or
      oral, to the extent they are related in any way to the subject matter
      hereof.
    

    
      (vii)     Each of the parties hereto shall bear its own costs and
      expenses (including legal fees and expenses) incurred in connection with
      this Consent and Amendment and the transactions contemplated hereby.
    

    
      
        

        

      

      
        
          11
        

        
          


        

      

      
        

        

      

    

    
      IN WITNESS WHEREOF, Redhook, Widmer, CBA and ABI have executed this
      Consent and Amendment as of the day and year first above written.
    

    

    

    
    	
           
        	
          REDHOOK ALE BREWERY, INCORPORATED
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          
            /s/ David J. Mickelson
          

        
	

        	
          Title:
        	
          President and Chief Operating Officer
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          WIDMER BROTHERS BREWING COMPANY
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          
            /s/ Robert P. Widmer
          

        
	

        	
          Title:
        	
          Secretary
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          CRAFT BRANDS ALLIANCE, LLC
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          By:
        	
          
            /s/ Terry E. Michaelson
          

        
	

        	
          Title:
        	
          President
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          ANHEUSER-BUSCH, INCORPORATED
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Anthony J. Short
          

        
	

        	
          Title:
        	
          Vice President-Business and Wholesaler Development
        


    

    

    

    
      
        

        

      

      
        
          12
        

        
          


        

      

      
        

        

      

    

    
      ANNEX A

ARTICLE IV
PRICING OF PRODUCTS


    

    
      4.01      ABI shall pay to Redhook the Scheduled Price for each Product
      purchased by ABI hereunder.  At the option of Redhook, Redhook may
      change the Scheduled Price at any time upon at least 30 days written
      notice to ABI (or, in connection with the sale of Products in a state
      requiring advance posting of prices, any longer period of time
      reasonably requested by ABI in order to satisfy such price posting
      obligations).
    

    
      4.02      Redhook may, from time to time, suggest Product resale prices
      to ABI, and ABI shall consider such suggestions.  However, ABI shall
      have the right to resell the Product to Alliance Wholesalers at such
      prices and on such terms and conditions as ABI may, in its sole
      discretion, determine from time to time.  Any and all price promotions
      to be offered to Alliance Wholesalers by Redhook shall be implemented in
      strict accordance with the procedures set forth in Attachment E
      attached hereto.  Within 30 days after the end of each calendar quarter
      during the Term, ABI shall pay to Redhook any Additional Price Component
      that is due Redhook with respect to sales of Product by ABI to Alliance
      Wholesalers during such calendar quarter.
    

    
      4.03      Promptly after receipt of funds from the Alliance Wholesalers
      with respect to any delivery of Product (but not later than 15 days
      thereafter), ABI shall pay the Scheduled Price thereof to Redhook.  ABI
      shall ensure that its wholly owned Alliance Wholesalers promptly remit
      payment for Product to ABI.  If any non-AB owned Alliance Wholesaler
      does not pay to ABI the purchase price with respect to any Products
      purchased by such Alliance Wholesaler within 60 days after delivery
      thereof, at the option of Redhook, ABI shall assign all of its rights to
      Redhook against such Alliance Wholesaler relating to the purchase price
      for such Products.
    

    
      4.04      ABI shall reduce the payment required by Section 4.03 by the
      Margin for such Products; the Invoicing Costs; and Taxes.  Additionally,
      ABI shall be entitled to setoff against such payment any amounts owed to
      ABI for defective Products (including without limitation, any costs of
      disposing such defective Product), or which are due ABI from Redhook
      pursuant to the terms of this Agreement or otherwise.
    

    
      4.05      (a)       Within 15 days after receipt of invoice, Redhook
      shall pay the following amounts to ABI:
    

    
      (i)       the Cooperage Handling Charge for all Products sold to ABI
      hereunder during such calendar quarter;
    

    
      (ii)      all fees paid or payable by ABI to WSCs or ABI distribution
      centers resulting from sales of Products to ABI during the respective
      calendar quarter; and
    

    
      (iii)     the Staging Costs for such Products during the respective
      calendar quarter (to the extent the Products were shipped to ABI
      breweries).
    

    
      
        

        

      

      
        
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      (b)       ABI shall compute the amounts to be paid by Redhook pursuant
      to Section 4.05(a)(i), (ii) and (iii) above and shall be required to
      inform Redhook of such amounts no later than 30 days after the end of
      the respective calendar quarter and shall provide Redhook with such
      additional detail or verification as Redhook may reasonably request.
    

    
      4.06      Within 45 days after the end of each calendar quarter, Redhook
      shall pay to ABI the product of (x) the Incremental Margin and (y) the
      amount, if any, by which the aggregate volume, in case equivalents of
      Products sold by Redhook  to ABI or any wholesaler in such calendar
      quarter in the Territory exceeds the amount of Product sold by Redhook
      and Widmer in the Territory in the respective calendar quarter in
      2003.  For purposes of determining the Incremental Margin, the parties
      agree that Schedule 4.06 sets forth the quantity of Product sold by
      Redhook and Widmer in each calendar quarter of 2003 and Redhook
      represents that such quantities do not include sales by any Brewpub or
      at any beer festival.  If during any calendar year, the product of the
      (i) Incremental Margin and (ii) the amount by which the aggregate
      volume, in case-equivalents, of Product sold in the Territory exceeded
      the aggregate volume of Product sold by Redhook and Widmer in the
      Territory during 2003 does not equal the amounts paid by Redhook for
      such calendar year pursuant to this section, then, within 45 days after
      the end of such calendar year ABI shall pay to Redhook any amount by
      which the payments previously made by Redhook for such calendar year
      exceed such product or Redhook shall pay to ABI any amount by which the
      payments previously made by Redhook for such calendar year are less than
      such product.  For the 2008 calendar year, this section shall not apply
      to any sales made by Redhook, CBA or Widmer in the period prior to the
      effective date of merger between Redhook and Widmer and such sales shall
      be given no effect in the application of the provision.
    

    
      4.07      (a)       Notwithstanding the foregoing provisions, Redhook
      and ABI acknowledge that the laws of certain states and/or U.S. federal
      laws may preclude the parties from implementing the pricing mechanisms
      and costs, taxes and other fees described above.  Under such
      circumstances, it is the intention of the parties to comply with the
      requirements of such laws, without such compliance being a breach of
      this Agreement.  Under such circumstances, Redhook and ABI shall in good
      faith negotiate a periodic adjustment to the purchase price, other
      affected provisions hereof and the procedures set forth herein where it
      is permissible to do so, in an amount necessary to restore the same
      economic benefits Redhook and ABI would have received had the above
      pricing mechanisms been in effect.  In particular, the parties agree
      that notwithstanding the other provisions in this Agreement, in the
      State of Washington, ABI shall acquire no title or possession to any
      Product to be sold and Redhook shall sell Product directly to
      wholesalers pursuant to agreements between such wholesalers and Redhook
      at prices and on terms determined by Redhook and such wholesalers, and
      sales by Redhook in the State of Washington shall not be included for
      purposes of computing amounts due under Section 4.04 or 4.05.
    

    
      
        

        

      

      
        
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      (b)       Within 15 days after the end of each month, Redhook shall pay
      to ABI the Margin for all Products sold by Redhook in the State of
      Washington to any Affiliated Wholesaler or to any Non-Alliance
      Wholesaler in the State of Washington during the preceding
      month.  Contemporaneously with such payment, Redhook shall deliver to
      ABI a report describing such sales and providing such other information
      concerning such sales as ABI may from time to time reasonably request.
    

    
      
        

        

      

      
        
          15
        

        
          


        

      

      
        

        

      

    

    
      Schedule 4.06


Sales by Redhook and Widmer of Product
      in 2003
(Expressed in Case Equivalents)

    

    

    

    
    	
          First calendar quarter:
        	
          1,142,630
        	

        
	
          Second calendar quarter:
        	
          1,543,729
        	

        
	
          Third calendar quarter:
        	
          1,484,118
        	

        
	
          Fourth calendar quarter:
        	
          1,322,578
        	

        
	
          Total sales:
        	
          5,493,055
        	

        


    

    

    

    
      16