EXHIBIT 1
AMENDMENT NO. 1
TO
AMENDED AND RESTATED RIGHTS AGREEMENT
OF
REDHOOK ALE BREWERY, INCORPORATED
This Amendment No. 1 to Amended and Restated Rights Agreement ("Amendment
No. 1") is entered into by Redhook Ale Brewery, Incorporated (the "Company") and
Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder
Services, L.L.C.) (the "Rights Agent"). This Amendment No. 1 amends the Amended
and Restated Rights Agreement between Company and Rights Agent dated as of May
12, 1999 (the "Rights Agreement").
The Rights Agreement is hereby amended as follows:
(1) Clause (c)(i) of the definition of "Acquiring Person" in Section 1 is
amended to read as follows:
. . . (c) the Affiliated Group, to the extent the Affiliated Group
has become such a beneficial owner solely as a result of one or more
of the following events: (i) the acquisition or purchase by the
Affiliated Group of beneficial ownership of Common Stock, if such
purchase or acquisition does not result in the Affiliated Group
holding in excess of 35% in aggregate of the outstanding Common
Stock, as calculated on a Fully Diluted Basis, . . .
(2) The first sentence of Section 3(b) is amended in its entirety to read as
follows:
(b) Until the earlier of (i) the Close of Business on the tenth
Business Day after the Date that the Company learns that a Person
has become an Acquiring Person and (ii) the Close of Business on
such date, if any, as may be designated by the Company's Board of
Directors following the commencement of, or first public disclosure
of an intent to commence, a tender or exchange offer by any Person
(other than the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or of any of its Subsidiaries, or any
Person holding Common Shares for or pursuant to the terms of any
such employee benefit plan) for outstanding Common Shares, if upon
consummation of such tender or exchange offer such Person could be
the Beneficial Owner of 20% or more of the outstanding Common Shares
(unless such Person shall be a member of the Affiliated Group, in
which case the threshold shall be Beneficial Ownership in excess of
35%, calculated on a Fully-Diluted Basis) (the Close of Business on
the earlier of dates set forth in (i) and (ii) being the
"Distribution Date"), (y) the Rights will be evidenced by the
certificates for Common Shares registered in the names of
the holders thereof and not by separate Right Certificates and (z)
the Rights, including the right to receive Right Certificates, will
be transferable only in connection with the transfer of Common
Shares.
This Amendment No. 1 is effective as of May 18, 2004.
REDHOOK ALE BREWERY, INCORPORATED
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President and
Chief Executive Officer
MELLON INVESTOR SERVICES LLC
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Assistant Vice
President
