EXHIBIT 3
SECOND AMENDMENT TO
EXTENSION OF TERM OF NOTES UNDER MASTER LINE OF CREDIT AGREEMENT
This Second Amendment to Extension of Term of Notes under Master Line of Credit
Agreement (this "Amendment") is entered into and effective as of March 31, 2003
(the "Effective Date") by and between Mendocino Brewing Company, Inc., a
California corporation ("Borrower"), and United Breweries of America, Inc., a
Delaware corporation ("Lender").
RECITALS
A. Borrower and Lender entered into an Extension of Term of Notes Under
Master Line of Credit Agreement dated February 14, 2002, and amended as of
August 15, 2002 (the "Original Agreement"), which provides that the terms of
certain of the Notes made by Borrower in favor of Lender shall be extended until
March 31, 2003.
B. Subject to the terms and conditions of this Amendment, the parties wish
to further extend the terms of certain of the Notes.
C. Any capitalized terms not otherwise defined herein shall have the
meanings set forth in the Original Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is acknowledged, Borrower and Lender agree as follows:
1. Extension of Term. Section 1 of the Original Agreement is amended to
read as follows:
The Notes provide that Lender has the right, at any time on or after the
respective maturity dates of the Notes, to convert the Notes into shares
of Borrower's common stock. However, Section 3 of the Notes provides that
in the event that Lender has not converted the entire principal amount of
any Note on or before its respective maturity date, Lender has the right
to extend the term of such Note for a period of time mutually agreed upon
between Lender and Borrower. Borrower and Lender had previously agreed to
extend the term of each of the Notes itemized Nos. 1 through 8 on Exhibit
A, effective as of the maturity date of each respective Note, for an
indefinite period of time pending the Borrower's and Lender's discussions
regarding conversion of the Notes; this Agreement hereby confirms that
agreement. The parties hereby modify their previous agreement and agree to
extend the term of each of the Notes itemized Nos. 1 through 13 on Exhibit
A, effective as of the maturity date of each respective Note, for a period
of time ending on June 30, 2003.
2. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of California, without regard to the
conflicts of laws principles of that or any other jurisdiction.
3. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, and all taken together
shall constitute one and the same instrument.
4. Miscellaneous. This Amendment, in connection with the Original
Agreement, contains all of the agreements, conditions, promises and covenants
between the parties with respect to the subject matter hereof and supersedes all
prior or contemporaneous agreements, representations
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or understandings with respect to the subject matter hereof. In the event of any
conflict between the terms of the Original Agreement and this Amendment, the
terms of this Amendment shall govern. Except as set forth in this Amendment, the
terms of the Original Agreement shall remain in full force and effect. This
Amendment may not be amended, modified, altered or otherwise changed in any
respect except by written agreement signed by authorized representatives on
behalf of Borrower and Lender. If any one or more of the provisions contained in
this Amendment shall be invalid, illegal or unenforceable in any respect, the
validity, legality or enforce ability of the remaining provisions contained
herein shall not in any way be affected or impaired.
IN WITNESS WHEREOF, duly executed representatives of each of the parties hereto
have executed and delivered this Amendment as of the Effective Date.
Borrower: Lender:
MENDOCINO BREWING COMPANY, INC. UNITED BREWERIES OF AMERICA, INC.
a California corporation a Delaware corporation
By: /s/ X. Xxxxxxxxx By: /s/ Xxxx Xxxxxxxxx
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Name: X. Xxxxxxxxx Name: Xxxx Xxxxxxxxx
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Title: Secretary Title: Secretary
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