EXHIBIT 10.33
SECOND AMENDMENT TO LOAN ARRANGEMENT
This Second Amendment to Loan Arrangement ("AMENDMENT") is between Portland
Brewing Company, an Oregon corporation ("BORROWER") and MacTarnahan Limited
Partnership, an Oregon limited partnership ("LENDER").
RECITALS
A. Borrower and Lender are parties to a Promissory Note, as amended (the
"EXISTING NOTE"), and an Agreement Concerning Loans and Security
Interests, each dated November 1, 2001;
B. Borrower has requested that certain amendments be made to the Existing
Note; and
C. Lender is willing to make certain amendments to the Existing Note on
the terms and conditions provided in this Amendment.
AGREEMENT
1. AMENDMENTS TO EXISTING NOTE.
Effective as of this Amendment, the Existing Note is amended in
accordance with the terms of this Section 1; except as so amended, the
Existing Note and the Agreement Concerning Loans and Security Interests
will continue to remain in all respects in full force and effect.
1.1 Section 1 is amended to read: "PAYMENT. Borrower promises to pay
to the order of Lender the principal amount of $1,770,000.00,
together with interest on the unpaid principal amount from the
date of this Note, as follows:"
1.2 The dollar figure printed in the upper left-hand corner of the
Existing Note is amended to read "$1,770,000.00"
2. FURTHER ASSURANCES. The parties will sign other documents and take
other actions reasonably necessary to further effect and evidence this
Agreement.
3. GOVERNING LAW. This Agreement is governed by the laws of the State of
Oregon, without giving effect to any conflict-of-law principle of any
jurisdiction.
4. VENUE. Any action or proceeding arising out of this Agreement will be
litigated in courts located in Multnomah County, Oregon. Each party
consents and submits to the jurisdiction of any local, state, or
federal court located in Multnomah County, Oregon.
5. ATTORNEY'S FEES. If any arbitration or litigation is instituted to
interpret, enforce, or rescind this Agreement, including but not
limited to any proceeding brought under the United States Bankruptcy
Code, the prevailing party on a claim will be entitled to recover with
respect to the claim, in addition to any other relief awarded, the
prevailing
1 - SECOND AMENDMENT TO LOAN ARRANGEMENT
party's reasonable attorney's fees, costs, and expenses incurred at
arbitration, at trial, on appeal, and on petition for review, as
determined by the arbitrator or court.
6. ENTIRE AGREEMENT. This Agreement contains the entire understanding of
the parties regarding the subject matter of this Agreement and
supersedes all prior and contemporaneous negotiations and agreements,
whether written or oral, between the parties with respect to the
subject matter of this Agreement.
7. SIGNATURES. This Agreement may be signed in counterparts. A fax
transmission of a signature page will be considered an original
signature page. At the request of a party, the other party will confirm
a fax-transmitted signature page by delivering an original signature
page to the requesting party.
Dated effective: October 1, 2002
MacTarnahan Limited Partnership, by
Xxxxxx Mill & Logging Supply Co., its General
Partner
/s/ XXXXXX X. XXXXXXXXXXX
-------------------------
By: Xxxxxx X. XxxXxxxxxxx
Its: President
PORTLAND BREWING COMPANY
/s/ XXXXXX XXXXXXXX
-------------------
By: Xxxxxx Xxxxxxxx
Its: Chief Executive Officer
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