EXHIBIT 10.71
CIT Tcl:000 000-0000
Business Credit Fox:312-424.9798
Ten South LaSalle Street xxx_xxx.xxx
22nd Flood
Xxxxxxx, XX 00000-0000
October 31, 2004
VIA FACSIMILE
Mendocino Brewing Company, Inc. Releta Brewing Company LLC
1 000 Xxxxxxx Xxxx 000 Xxxxxxxxx Xxxxxx
Xxxxx, Xxxxxxxxxx 00000 Saratoga Springs, NY ] 2866
RE: Loan and Security Agreement dated as of September 24, 1998. as
amended (the "Loan Agreement") between Mendocino Brewing Company, Inc.
and Releta Brewing Company LLC (collectively, "Borrowers") and The CIT
Group/Business Credit, Inc., as successor to The CIT Group/Credit
Finance, Inc. (`CIT")
Ladies and Gentlemen:
Reference is made to the Loan Agreement. Capitalized terms used in this
letter and not specifically defined herein shall have the meanings given to such
terms in the Loan Agreement_
This letter shall confirm the agreement of CIT and Borrowers to amend
the Loan Agreement to extend the Term another 60 days. Accordingly, the Loan
Agreement is hereby amended as follows:
SECTION 9.1 of the Loan Agreement is amended and restated in its
entirety to read as follows:
"9.1 TERM. This Agreement shall only become effective upon
execution and delivery by Borrower and Lender and shall continue
in full force and effect through December 31, 2004."
The Loan Agreement shall terminate and all Obligations shall he due and
payable in full on December 31, 2004. In consideration of CIT's agreement to
extend the date of expiration of the Term of the Loan Agreement, Borrowers agree
to pay to CIT a facility fee of $2500, which fee is fully earned by CIT on the
date hereof, and may be charged by CIT to Borrowers' revolving loan account
under the Loan Agreement as follows: $1250 on November 15. 2004 and $1250 on
December 15, 2004.
Mendocino Brewing Company, Inc. Relent Brewing
Company LLC October 31, 2004
Page 2
Except as expressly modified by this letter agreement, all of the terms
and provisions of the Linn Agreement shall remain in full force and effect, and
shall apply with such force and effect to this letter, and CIT expressly
reserves all rights, remedies, powers and privileges granted to CIT in the Loan
Agreement and in any other document executed in connection with the Loan
Agreement.
In order to induce CIT to agree to extend the Term and amend the Loan
Agreement in the manner set forth above, each Borrower hereby represents and
warrants to CIT that:
(a) the execution, delivery and performance by such Borrower of this
letter are within such Borrower's corporate power and has been duly authorized
by all necessary corporate action;
(b) this letter is a legal, valid and binding obligation of such
Borrower, enforceable against such Borrower in accordance with its terms; and
(c) no Event of Default exists as of the date hereof, and all of the
representations and warranties contained in the Loan Agreement are true and
correct as of the date hereof, except to the extent that such representations
and warranties relate solely to an earlier date, in which case such
representations and warranties were true and correct as of such earlier date.
THE VALIDITY, TERMS, PERFORMANCE AND ENFORCEMENT OF THIS LETTER SHALL BE
GOVERNED BY THE LAWS AND DECISIONS OF THE STATE OF ILLINOIS WHICH ARE APPLICABLE
TO CONTRACTS THAT ARE NEGOTIATED, EXECUILD, DELIVERED AND PERFORMED SOLELY IN
THE STATE OF ILLINOIS. This letter may be executed in any number of
counterparts, and each such counterpart is deemed to be an original, but all
sued counterparts together constitute but one and the same lent. This letter is
binding upon each of Boro3wcrs, CUE and their respective successors and assigns,
and inures to the benefit of each of Borrowers, CIT and their respective
successors and assigns.
Please acknowledge the agreement of Borrowers to the terms and
provisions of this letter by signing and returning this letter to CIT, at which
time the amendments to the Loan Agreement set forth above shall become
effective. A signature page of this letter executed and transmitted via
facsimile SHALL be deemed an original for all purposes
Very truly yours,
THE CIT GROUP/BUSINESS CREDIT, INC.
By:/s/Xxxxx Xxxxxxx
Title: Vice President
Mendocino Brewing Company, Inc. Releta
Brewing Company LLC October 31, 2004
Page 3
Agreed to this 31st day of October, 2004:
MENDOCINO BREWING COMPANY, INC.
By : /s/ Xxxxxxxxx Xxxxxxxxx By : /s/ Xxxxxxx Xxxxx
------------------------ -----------------
Title: Chief Financial Officer Title: President
