Exhibit 2.1 THE GREATER PORTLAND/VANCOUVER COMMERCIAL ASSOCIATION OF REALTORS(R) PURCHASE AND SALE AGREEMENT AND RECEIPT FOR EARNEST MONEY (Oregon- Commercial Form)Purchase and Sale Agreement • August 29th, 2001 • Portland Brewing Co /Or/ • Malt beverages
EXHIBIT 10.24 LEASELease • March 28th, 2000 • Portland Brewing Co /Or/ • Malt beverages
LEASELease • August 10th, 1999 • Portland Brewing Co /Or/ • Malt beverages • Oregon
RECITALS:Consulting Agreement • March 28th, 2000 • Portland Brewing Co /Or/ • Malt beverages • Oregon
SUBLEASESublease • August 10th, 1999 • Portland Brewing Co /Or/ • Malt beverages
Exhibit 10.29 BUSINESS LOAN AGREEMENT ----------------------------------------- --------------------------------------- Principal Loan Date Maturity Loan No Call / Coll Account Officer Initials $1,750,000.00 10-17-2001 11-01-2003 26 599 / 990...Business Loan Agreement • March 29th, 2002 • Portland Brewing Co /Or/ • Malt beverages • Oregon
THIS BUSINESS LOAN AGREEMENT dated October 17, 2001, is made and executed between MacTarnahan Limited Partnership ("Borrower") and Washington Mutual Bank dba Western Bank ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement ("Loan"). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement, and (B) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
RECITALS:Forbearance Agreement • August 14th, 1998 • Portland Brewing Co /Or/ • Malt beverages
EXHIBIT 10 AMENDMENT TO LICENSE AGREEMENT THIS AMENDMENT is made effective June 12, 2000 by and between PORTLAND BREWING COMPANY, an Oregon corporation ("PBC"), and Harmer Mill & Logging Supply, Inc. (collectively "Owner"), and relates to that certain...License Agreement • August 10th, 2000 • Portland Brewing Co /Or/ • Malt beverages
PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement ("Agreement") is entered into this 12th day of October, 2001, by and between PORTLAND BREWING BUILDING, L.L.C., an Oregon limited liability company ("Seller"), and PORTLAND BREWING COMPANY,...Purchase and Sale Agreement • October 26th, 2001 • Portland Brewing Co /Or/ • Malt beverages • Oregon
AMENDMENT NO. 1 TO VOTING AGREEMENTVoting Agreement • March 28th, 2000 • Portland Brewing Co /Or/ • Malt beverages
LOAN AGREEMENTLoan Agreement • May 11th, 2000 • Portland Brewing Co /Or/ • Malt beverages • Oregon
RECITALS:License Agreement • November 14th, 2000 • Portland Brewing Co /Or/ • Malt beverages
RECITALConsulting Agreement • March 28th, 2000 • Portland Brewing Co /Or/ • Malt beverages • Oregon
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 22nd, 2004 • Portland Brewing Co /Or/ • Malt beverages • Oregon
EXHIBIT 6.48 EXHIBIT 10.48 CHANGE IN TERMS AGREEMENTChange in Terms Agreement • May 17th, 2004 • Portland Brewing Co /Or/ • Malt beverages
DESCRIPTION OF EXISTING INDEBTEDNESS. That certain Promissory Note executed by Borrower on September 1, 2003, in the original amount of $1,200,000.00, as it may have been amended or renewed from time to time (the Note).
RECITALSLoan Amendment • August 15th, 2002 • Portland Brewing Co /Or/ • Malt beverages • Oregon
JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the person named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the...Joint Filing Agreement • September 3rd, 1998 • Portland Brewing Co /Or/ • Malt beverages
BUSINESS LOAN AGREEMENT (ASSET BASED)Business Loan Agreement (Asset Based) • March 30th, 2004 • Portland Brewing Co /Or/ • Malt beverages • Oregon
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.
JOINT FILING AGREEMENTJoint Filing Agreement • January 7th, 2000 • Portland Brewing Co /Or/ • Malt beverages
EXHIBIT 10.21 SECOND AMENDMENT TO LOAN RESTRUCTURING AGREEMENT THIS SECOND AMENDMENT TO LOAN RESTRUCTURING AGREEMENT (this "Second Amendment") is effective as of January 31, 2000, by and among the MACTARNAHAN LIMITED PARTNERSHIP, an Oregon limited...Loan Restructuring Agreement • March 28th, 2000 • Portland Brewing Co /Or/ • Malt beverages
RECITALSLoan Arrangement • March 31st, 2003 • Portland Brewing Co /Or/ • Malt beverages • Oregon
CREDIT AND FORBEARANCE AGREEMENT -------------------------------- THIS CREDIT AND FORBEARANCE AGREEMENT (this "Agreement") is made as of the 17th day of August, 1998, by and between the MACTARNAHAN LIMITED PARTNERSHIP, an Oregon limited partnership...Credit and Forbearance Agreement • November 17th, 1998 • Portland Brewing Co /Or/ • Malt beverages • Oregon
MODIFICATION TO --------------- DEED OF TRUST AND LOAN DOCUMENTS --------------------------------Modification to Deed of Trust and Loan Documents • November 14th, 2001 • Portland Brewing Co /Or/ • Malt beverages
VIA TELEFAX August 17, 1998 Mr. R. M. MacTarnahan Mr. R. Scott MacTarnahan Honeyman Aluminum Products Co. 4670 SW Pacific St. Beaverton, OR 97006 Dear Mac and Scott: We all appreciate greatly your efforts and commitment for the company. I want to...Voting Agreement • September 3rd, 1998 • Portland Brewing Co /Or/ • Malt beverages
We all appreciate greatly your efforts and commitment for the company. I want to assure you we all are on the same page going forward, so I propose that you accept this letter as my agreement to vote the Portland Brewing Company shares held by Electra Partners, Inc., and the Adams Family Trust at your direction prior to or at the annual meeting to ensure that your loan purchase from the Bank of America results in the level of control you desire. I will also sign the proxy on behalf of Electra and the Adams Family Trust when it arrives to confirm this agreement.
FIFTH AMENDMENT TO LOAN ARRANGEMENTLoan Arrangement • March 30th, 2004 • Portland Brewing Co /Or/ • Malt beverages • Oregon
This Fifth Amendment to Loan Arrangement (“Fifth Amendment”) is between Portland Brewing Company, an Oregon corporation (“Borrower”) and MacTarnahan Limited Partnership, an Oregon limited partnership (“Lender”).
March 21, 2003 Frederick L. Bowman President Portland Brewing Company 2730 NW 31st Avenue Portland, Oregon 97210 Re: Portland Brewing Company ("Company") Dear Fred: To the extent that the Company incurs working capital deficiencies in 2003, MLP will...Funding Agreement • March 31st, 2003 • Portland Brewing Co /Or/ • Malt beverages
FOURTH AMENDMENT TO LICENSE AGREEMENTLicense Agreement • March 30th, 2004 • Portland Brewing Co /Or/ • Malt beverages
This Fourth Amendment to License Agreement (“Amendment”), dated as of January 26, 2004, is made and entered into by and among Robert M. MacTarnahan (“MacTarnahan”), Black Lake Investments, LLC, an Oregon limited liability company (“Black Lake”), and Portland Brewing Company, an Oregon corporation (“PBCo”).
March 19, 2001 Charles A. Adams Chairman and President Portland Brewing Company 2730 NW 31st Avenue Portland, Oregon 97210 Re: Portland Brewing Company ("Company") Dear Tony: Portland Brewing Co. had a term loan payable to the MacTarnahan Limited...Loan Agreement • April 2nd, 2001 • Portland Brewing Co /Or/ • Malt beverages
DEFERRED REDEMPTION AGREEMENTDeferred Redemption Agreement • March 30th, 2004 • Portland Brewing Co /Or/ • Malt beverages • Oregon
This Deferred Redemption Agreement (“Agreement”) is between Portland Brewing Company, an Oregon corporation (the “Company”), and Karban Development Corporation, an Oregon corporation, and MacTarnahan Portland Brewing Company Voting Trust (individually, a “Preferred Shareholder” and collectively, the “Preferred Shareholders”).
VIA TELEFAX August 17, 1998 Mr. R. M. MacTarnahan Mr. R. Scott MacTarnahan Honeyman Aluminum Products Co. 4670 SW Pacific St. Beaverton, OR 97006 Dear Mac and Scott: We all appreciate greatly your efforts and commitment for the company. I want to...Voting Agreement • November 17th, 1998 • Portland Brewing Co /Or/ • Malt beverages
We all appreciate greatly your efforts and commitment for the company. I want to assure you we all are on the same page going forward, so I propose that you accept this letter as my agreement to vote the Portland Brewing Company shares held by Electra Partners, Inc., and the Adams Family Trust at your direction prior to or at the annual meeting to ensure that your loan purchase from the Bank of America results in the level of control you desire. I will also sign the proxy on behalf of Electra and the Adams Family Trust when it arrives to confirm this agreement.
SECOND AMENDMENT TO BUSINESS LOAN AGREEMENT (ASSET BASED)Business Loan Agreement (Asset Based) • March 30th, 2004 • Portland Brewing Co /Or/ • Malt beverages
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations.
Exhibit 10.25 BUSINESS LOAN AGREEMENTBusiness Loan Agreement • November 14th, 2001 • Portland Brewing Co /Or/ • Malt beverages • Oregon
March 25, 2004 Robert M. MacTarnahan Scott MacTarnahan MacTarnahan Limited Partnership 11416 SW Lynnridge Avenue Portland, Oregon 97225 Re: Agreement to Provide Credit Accommodation on behalf of Portland Brewing Company (the "Company") Dear Mac and Scott:Agreement to Provide Credit Accommodation • March 30th, 2004 • Portland Brewing Co /Or/ • Malt beverages
In connection with the Company’s existing line of credit with Washington Mutual Bank (“WAMU”), WAMU has requested additional collateral in the form of a pledged savings account in the amount of $400,000. MacTarnahan Limited Partnership (“MacTarnahan”) has agreed to pledge the savings account and to provide this credit accommodation subject to the terms and conditions of this letter. The parties agree as follows:
EXHIBIT 6.11 REIMBURSEMENT AGREEMENTReimbursement Agreement • March 31st, 1999 • Portland Brewing Co /Or/ • Malt beverages • Oregon
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • November 20th, 2003 • Portland Brewing Co /Or/ • Malt beverages • Oregon
THIS BUSINESS LOAN AGREEMENT dated October 28, 2003, is made and executed between PORTLAND BREWING COMPANY (“Borrower”) and Sterling Savings Bank (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement (“Loan”). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth In this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
