NINTH AMENDMENT TO EXTENSION OF TERM OF NOTES UNDER MASTER LINE OF CREDIT AGREEMENT
NINTH AMENDMENT
TO
This
Ninth Amendment to Extension of Term of Notes under Master Line of Credit
Agreement (this "Amendment") is entered into to be effective as of June 30, 2009
(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, March 31, 2003, August 14, 2003, August 14, 2004,
August 31, 2005, December 31, 2006, June 30, 2007 and June 30, 2008 (the
"Original Agreement"), which provides that the terms of certain of the Notes
made by Borrower in favor of Lender shall be extended until June 30,
2009.
B. Subject
to the terms and conditions of this Amendment, the parties now 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. 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, 2010."
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.
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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 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 enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired.
[signature
page to follow]
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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:
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Lender:
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MENDOCINO
BREWING COMPANY, INC.
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UNITED
BREWERIES OF AMERICA, INC.
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a
California corporation
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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/
Xxxxxxxx Xxxx
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Name:
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X.
Xxxxxxxxx
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Name:
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Xxxxxxxx
Xxxx
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Title:
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Chief
Financial Officer and Secretary
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Title:
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Director
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