EXHIBIT 1
SECOND AMENDMENT TO MASTER LINE OF CREDIT AGREEMENT
MENDOCINO BREWING COMPANY, INC.
This Second Amendment to Master Line of Credit Agreement (this "Amendment") is
made and entered into as of February 12, 2001, by and between United Breweries
of America Inc., a Delaware corporation ("UBA"), and Mendocino Brewing Company,
Inc., a California corporation ("MBC").
Recitals
A. UBA and MBC have entered into a Master Line of Credit Agreement (the
"Agreement"), dated as of August 31, 1999, with respect to a credit facility in
the amount of $800,000 made available to MBC by UBA.
B. UBA and MBC have entered into a First Amendment to Master Line of Credit
Agreement (the "First Amendment"), dated as of April 28, 2000, which increased
the amount of the credit facility under the Agreement to $1,200,000.
C. UBA and MBC wish to further amend the Agreement to increase the amount
of the credit facility to $1,600,000.
NOW, THEREFORE, the parties agree as follows:
Agreement
1. General Purpose and Amount. Section 1 of the Agreement is hereby
amended, in its entirety, to provide as follows:
"1. General Purpose, Amount. Lender agrees to make and Borrower agrees
to accept a credit facility in the principal sum of One Million Six
Hundred Thousand Dollars ($1,600,000.00) or so much thereof as may be
from time to time disbursed hereunder (the "Credit Facility") for the
purpose of providing funds for the operations of Borrower, including
paying amounts owed by Borrower to Lender. Each draw on the Credit
Facility shall be evidenced by a convertible promissory note (each a
"Note") of Borrower, payable to the order of Lender and shall be
substantially in the form set forth in Exhibit A."
2. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws, without regard to the laws as to choice or conflict of
laws, of the State of California.
3. Ratification of Agreement; Amendments. Except as specifically amended by
this Amendment, all provisions of the Agreement are ratified and affirmed. The
Agreement and this Amendment may only be amended by a written instrument
executed by both UBA and MBC. This Amendment expressly amends and supersedes the
First Amendment.
5. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of
the date first above written.
MENDOCINO BREWING COMPANY, INC.,
a California corporation
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, President
By: /s/ Xxxxxxxxx Xxxxxxxxx
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Xxxxxxxxx Xxxxxxxxx, Secretary and Treasurer
UNITED BREWERIES OF AMERICA, INC.
By: /s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx, Secretary and Treasurer
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