EXHIBIT 10.28
TO
REGISTRATION STATEMENT ON FORM SB-2
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CHANGE IN TERMS AGREEMENT WITH WESTAMERICA BANK
CHANGE IN TERMS AGREEMENT
Borrower: MENDOCINO BREWING COMPANY, INC.; P. O. BOX 400 HOPLAND, CA 95449
Lender: WESTAMERICA BANK SONOMA REGION CREDIT ADMINISTRATION 00 X XXXXXX XXXXXX
XXXXX XXXXX XXXX, XX 00000
Principal Amount: $600,000.00
Date of Agreement: October 1,1996
DESCRIPTION OF EXISTING INDEBTEDNESS.
THAT CERTAIN NOTE DATED MAY 17, 1996 IN THE ORIGINAL AMOUNT OF $600,000.00
CURRENTLY MATURING ON SEPTEMBER 30, 1996 WITH AN OUTSTANDING BALANCE AS OF THIS
DATE OF $600,000.00.
DESCRIPTION OF COLLATERAL
THIS NOTE IS SECURED BY THAT CERTAIN COMMERCIAL SECURITY AGREEMENT DATED MAY 17,
1996.
DESCRIPTION OF CHANGE IN TERMS.
EFFECTIVE THE DATE OF THIS AGREEMENT THE MATURITY DATE IS CHANGED FROM SEPTEMBER
30, 1996 TO APRIL 30, 1997.
ACCRUED INTEREST SHALL BE PAYABLE ON THE LAST DAY OF EACH MONTH BEGINNING
OCTOBER 31, 1996 AND ON APRIL 30, 1997 ALL OUTSTANDING PRINCIPAL PLUS ALL
ACCRUED BUT UNPAID INTEREST SHALL BE DUE AND PAYABLE.
EFFECTIVE THE DATE OF THIS AGREEMENT THE FOLLOWING PROVISIONS SHALL BE ADDED TO
THAT CERTAIN BUSINESS LOAN AGREEMENT DATED MAY 17, 1996:
1) BORROWER SHALL PROVIDE TO BANK WITHIN 45 DAYS OF EACH FISCAL QUARTER,
XXXXXXXX'S BALANCE SHEET AND PROFIT AND LOSS STATEMENT FOR THE PERIOD ENDED.
2) BORROWER SHALL PROVIDE TO BANK WITHIN 90 DAYS OF EACH FISCAL YEAR END,
XXXXXXXX'S BALANCE SHEET AND INCOME STATEMENT FOR THE YEAR ENDED, AUDITED BY A
CERTIFIED PUBLIC ACCOUNTANT SATISFACTORY TO LENDER.
XXXXXXXX AGREES THAT UPON EXECUTION OF THIS AGREEMENT TO PAY ACCRUED INTEREST TO
SEPTEMBER 30,1996 IN THE AMOUNT OF $4,875.00 AND A DOCUMENTATION FEE OF $150.00.
EXHIBIT 10.28
CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms of
the original obligation or obligations, including all agreements evidenced or
securing the obligation(s), remain unchanged and in full force and effect.
Consent by Xxxxxx to this Agreement does not waive Xxxxxx's right to strict
performance of the obligation(s) as changed, nor obligate Lender to make any
future change in terms. Nothing in this Agreement Will constitute a satisfaction
of the obligation(s). It is the intention of Lender to retain as liable parties
all makers and endorsers of the original obligation(s), including accommodation
parties, unless a party is expressly released by Xxxxxx in writing. Any maker or
endorser, including accommodation makers, Will not be released by virtue of this
Agreement. If any person who signed the original obligation does not sign this
Agreement below, then all persons signing below acknowledge that this Agreement
is given conditionally, based on the representation to Lender that the
non-signing party consents to the changes and provisions of this Agreement or
otherwise will not be released by it. This waiver applies not only to any
initial extension, modification or release, but also to all such subsequent
actions.
PRIOR TO SIGNING THIS AGREEMENT, XXXXXXXX READ AND UNDERSTOOD ALL THE PROVISIONS
OF THIS AGREEMENT. XXXXXXXX AGREES TO THE TERMS OF THE AGREEMENT AND
ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE AGREEMENT.
BORROWER:
MENDOCINO BREWING COMPANY, INC.
By: /s/ X. Xxxxxxx Xxxxxxxx
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X. Xxxxxxx Xxxxxxxx, President
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Chief Financial Officer
EXHIBIT 10.28
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