TERM NOTE
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$1,525,000
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November
16, 2006
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Minneapolis,
Minnesota
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FOR
VALUE
RECEIVED, the undersigned, MENDOCINO
BREWING COMPANY, INC.,
a
California corporation and RELETA
BREWING COMPANY
LLC, a
Delaware limited liability company (the "Borrowers"),
JOINTLY AND SEVERALLY promise to pay to the order of MARQUETTE BUSINESS CREDIT,
INC., a Minnesota corporation (the "Lender),
on the
Termination Date, or other due date or dates determined under the Loan Agreement
hereinafter referred to, the principal sum of ONE MILLION FIVE HUNDRED
TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($1,525,000.00), or if less, the then
aggregate unpaid principal amount of the Term Loan (as such term is defined
in
the Loan Agreement) as may be borrowed by the Borrowers under the Loan
Agreement. The Term Loan and all payments of principal thereon shall be recorded
by the holder in its records which records shall be conclusive evidence of
the
subject matter thereof, absent manifest error.
The
Borrowers further promise to pay to the order of the Lender interest on the
aggregate unpaid principal amount hereof from time to time outstanding from
the
date hereof until paid in full at the rates per annum which shall be determined
in accordance with the provisions of the Loan Agreement. Accrued interest shall
be payable on the dates specified in the Loan Agreement.
All
payments of principal and interest under this Note shall be made in lawful
money
of the United States of America in immediately available funds at the Lender's
office at 0000 X. Xxx 000, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000-1524, or
at such other place as may be designated by the Lender to the Borrowers in
writing.
This
Note
is a promissory note of the type referred to in Section
3.5
of, and
evidences indebtedness incurred under, that certain Loan and Security Agreement
dated as of November 16, 2006 (together with all schedules and exhibits attached
thereto, herein, as it may be amended, modified or supplemented from time to
time, called the "Loan
Agreement")
among
the Borrowers and the Lender, to which Loan Agreement reference is made for
a
statement of the terms and provisions thereof, including those under which
the
Borrowers are permitted and required to make prepayments and repayments of
principal of such indebtedness and under which such indebtedness may be declared
to be immediately due and payable. Capitalized terms used but not otherwise
defined herein shall have the meanings given in the Loan Agreement.
All
parties hereto, whether as makers, endorsers or otherwise, severally waive
presentment, demand, protest and notice of dishonor in connection with this
Note. This Note is made under and governed by the internal laws of the State
of
Minnesota.
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MENDOCINO
BREWING COMPANY,
a
California corporation
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By:
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Its:
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RELETA
BREWING COMPANY LLC,
a
Delaware limited liability company
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By:
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Its:
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ACKNOWLEDGMENT
State
of
California
County
of
_________________
On
November ____, 2006 before me, _________________________, the
_____________________ of MENDOCINO BREWING COMPANY, INC., a California
corporation personally appeared _____________________________ personally known
to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS
my hand and official seal.
Signature
_______________________________
(Seal)
ACKNOWLEDGMENT
State
of
California
County
of
_________________
On
November ____, 2006 before me, ________________________, the
_____________________ of RELETA BREWING COMPANY LLC, a New York limited
liability company, personally appeared ______________________________ personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS
my hand and official seal.
Signature
_______________________________
(Seal)
