SECOND AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
SECOND
AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
MENDOCINO
BREWING COMPANY, INC.
This
Second Amendment to Convertible Promissory Note (this "Amendment") is effective
as of December 31, 2006 by and between United
Breweries of America, Inc., a
Delaware corporation ("Holder") and Mendocino
Brewing Company, Inc.,
a
California corporation (the "Company").
RECITALS
A. The
Company issued a convertible promissory note (the "Note") to Holder in the
principal amount of Four Hundred Thousand Dollars ($400,000) dated March 2,
2005.
B. The
Holder and the Company entered into the First Amendment to Convertible
Promissory Note effective August 31, 2006, which provides that the term of
the Note made by the Company in favor of Holder shall be extended until
December 31, 2006.
C. Subject
to the terms and conditions of this Amendment, the parties now wish to further
extend the term of the Note.
NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency
of
which is hereby agreed, the parties agree as follows:
1. Extension
of Term.
The
first sentence of Paragraph 1 of the Note is hereby amended and restated to
read
as follows:
"Mendocino
Brewing Company, Inc., a California corporation having its principal office
at
0000 Xxxxxxx Xxxx, Xxxxx, Xxxxxxxxxx 00000 and any successor (the "Company"),
for value received, promises to pay to United Breweries of America, Inc., a
Delaware corporation or to its registered successors or assigns (the "Holder")
the principal sum of Four Hundred Thousand Dollars ($400,000.00) on presentation
and surrender of this Convertible Note ("Note") on June 30, 2007 (the
"Maturity Date"), and to pay interest on that principal sum at a rate equal
to
the lesser of (i) one and one-half percent (1.5%) per annum above the prime
rate offered from time to time by the Bank of America in San Francisco,
California, or (ii) ten percent (10%)."
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 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 or understandings with
respect to the subject matter hereof. In the event of any conflict between
the
terms of the Note and this Amendment, the terms of this Amendment shall govern.
Except as set forth in this Amendment, the terms of the Note 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 Holder. 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 enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired.
[signature
page to follow]
1
IN
WITNESS WHEREOF, duly executed representatives of each of the parties hereto
have executed and delivered this Amendment, to be effective as of the Effective
Date first stated above.
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Borrower:
MENDOCINO
BREWING COMPANY, INC.
a
California corporation
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Holder:
UNITED
BREWERIES OF AMERICA, INC.
a
Delaware corporation
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By:
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/s/ X.
Xxxxxxxxx
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By:
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/s/ Xxxx
Xxxxxxxxx
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Name:
X.
Xxxxxxxxx
Title:
Chief Financial Officer and Secretary
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Name:
Xxxx Xxxxxxxxx
Title: Secretary
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