EXHIBIT 1
FOURTH AMENDMENT TO
EXTENSION OF TERM OF NOTES UNDER MASTER LINE OF CREDIT AGREEMENT
This Fourth Amendment to Extension of Term of Notes under Master Line of
Credit Agreement (this "Amendment") is entered into to be effective as of August
14, 2004 (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 and August 14, 2003 (the "Original Agreement"),
which provides that the terms of certain of the Notes made by Borrower in favor
of Lender shall be extended until August 14, 2004.
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. Borrower and Lender had
previously agreed to extend the term of each of the Notes itemized Nos.
1 through 8 on EXHIBIT A, effective as of the maturity date of each
respective Note, for an indefinite period of time pending the Borrower's
and Lender's discussions regarding conversion of the Notes; this
Agreement hereby confirms that agreement. 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
August 31, 2005.
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, 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 enforce ability of the
remaining provisions contained herein shall not in any way be affected or
impaired.
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.
Borrower: Lender:
MENDOCINO BREWING COMPANY, INC. UNITED BREWERIES OF AMERICA, INC.
a California corporation a Delaware corporation
By: /s/ X. Xxxxxxxxx By: /s/ Xxxxxxxx X. Xxxx
Name: X. Xxxxxxxxx Name: Xxxxxxxx X. Xxxx
Title: Chief Financial Officer and Secretary Title: Authorized Signatory
