SETTLEMENT AGREEMENT AND RELEASE
THIS SETTLEMENT AGREEMENT AND RELEASE, (this "AGREEMENT"), is entered
into by and between Xxxx Xxxxxxxx, an individual ("XXXXXXXX"); House of Xxxxxxx,
Inc. dba Golden Gate Distributing Company, a California corporation ("HOUSE OF
XXXXXXX"); Laz-Xxx Inc. dba, Tri-Eagle Beverage, a California corporation
("TRI-EAGLE"); Dr. Xxxxx Xxxxxx, an individual ("XXXXXX"); Mendocino Brewing
Company, Inc. a California corporation ("MBC"); Mesa Beverage Co., Inc. a
California corporation ("MESA"); and United Breweries of America, Inc., a
Delaware corporation ("UBA") (collectively, the "PARTIES" and each individually
a "PARTY"), on the terms and conditions set forth herein.
A. On or about April 1, 2003, House of Xxxxxxx initiated a civil
action in the Superior Court of California, County of Marin, entitled HOUSE OF
XXXXXXX, INC. DBA GOLDEN GATE DISTRIBUTING V. MENDOCINO BREWING COMPANY, ET AL.,
Case No. CV 031489 (the "ACTION").
B. Subsequently, MBC filed a cross-complaint in the Action (the
"MBC CROSS-COMPLAINT"); House of Xxxxxxx amended its pleadings culminating in
the filing of a Third Amended Complaint (the "OPERATIVE COMPLAINT"); and Mesa
and Tri-Eagle jointly filed a cross-complaint against MBC (the "MESA
CROSS-COMPLAINT").
C. As used in this Agreement, (1) the term "ACTION" shall mean the
lawsuit identified by name and case number in Recital A, above, and shall
include, without limitation, the Operative Complaint, all complaints filed prior
thereto by House of Xxxxxxx (the "PRIOR COMPLAINTS"), the MBC Cross-Complaint,
and the Mesa Cross-Complaint; (2) the term "CLAIMS" shall include all claims
asserted by and in the Operative Complaint, the Prior Complaints, and/or the MBC
Cross-Complaint (but not by or in the Mesa Cross-Complaint); and (3) the term
"INDEMNITY CLAIMS" shall mean all claims asserted by and in the Mesa
Cross-Complaint (but not by or in the Claims).
D. The Parties now wish to resolve all Disputes (as defined in
Section 5(a)(ii), below) and Claims between them, as of the Effective Date,
PROVIDED, that MBC on the one hand, and Mesa and Tri-Eagle on the other hand,
and only those parties, do not intend hereby to agree, and are not herein
agreeing, to resolve the Indemnity Claims.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties, and each of them, do
hereby agree as follows.
AGREEMENT
1. EFFECTIVE DATE.
This Agreement shall be effective as of and on the date on which
all of the Parties have executed this Agreement, such date being referred to
herein as the "EFFECTIVE DATE." For purposes of clarity, it is understood and
agreed that this Agreement shall not become effective as to any Party unless and
until all Parties have executed it.
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2. PAYMENTS BY MBC; INSTALLMENTS.
a. SETTLEMENT AMOUNT; INSTALLMENT SCHEDULE. In complete and
final settlement of the Claims and Disputes as described more fully below, MBC
shall pay to House of Xxxxxxx a total of Nine Hundred Thousand and 00/100
Dollars ($900,000.00) in three installment payments (the "SETTLEMENT AMOUNT"),
to be made in the amounts and on or by the dates set forth below:
(i) January 31, 2005 - Four Hundred Thousand and
00/100 Dollars ($400,000.00);
(ii) June 30, 2005 - Three Hundred Thousand and
00/100 Dollars ($300,000.00);
(iii) December 31, 2005 - Two Hundred Thousand and
00/100 Dollars ($200,000.00).
Payment shall be made by wire, bank draft, cashiers check, or other
commercially reasonable method as to be mutually agreed by the Parties.
b. SUBORDINATION. Anything to the contrary herein
notwithstanding, MBC's obligation to pay the Settlement Amount shall be
subordinate to the claims of all of MBC's existing and future secured creditors
(other than UBA), including but not limited to Savings Bank of Mendocino County
and CIT Group/Credit Finance, Inc. From time to time after the Effective Date
House of Xxxxxxx shall, at MBC's expense, execute and deliver to all such
secured creditors, or cause to be so executed and delivered, any further
instruments or agreements evidencing or effecting such subordination, and shall
take all other actions as such secured creditors may reasonably request, in
order to more effectively carry out the purposes expressed in this paragraph.
c. INTEREST. Any balance unpaid on the installment payments
shown above, commencing on the first working day following the date on which
due, shall accrue interest at the simple rate of 6% per annum.
3. GUARANTY BY UBA.
Within ten (10) business days of the Effective Date, UBA shall
provide House of Xxxxxxx with a written guaranty for the installment payments to
be made by MBC pursuant to the schedule set forth in Section 2, above. The
guaranty shall be in the form attached hereto as EXHIBIT A, and shall not be
subordinate to any other creditor of UBA.
4. DISMISSAL WITH PREJUDICE.
Within three (3) business days following the Effective Date, the
Parties shall jointly cause to be filed with the Marin County Superior Court a
dismissal WITH PREJUDICE of the Operative Complaint and the MBC Cross-Complaint,
(i.e., of all the Claims), in the form attached hereto as EXHIBIT B (the
"DISMISSAL"). The Dismissal shall not include the Mesa
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Cross-Complaint, (i.e., the Indemnity Claims), which is expressly carved out of
or excepted from this Agreement.
5. GENERAL RELEASE.
a. CERTAIN DEFINED TERMS. For purposes of this entire
Agreement, the following terms shall have the meanings given to them below.
(i) "XXXXXXXX PARTIES" shall mean Xxxxxxxx and his
spouse and other family members, heirs, executors, administrators, legal
representatives, agents, assigns, any trusts of which he is or may be a
beneficiary and any trustees of such trust, employees, attorneys, accountants
and representatives, and all others claiming under or through him, and each of
them.
(ii) "DISPUTES" shall mean any and all manner of
actions, causes of action, suits, debts, liens, liabilities, claims, demands,
damages, losses, penalties, termination fees, lost profits, indemnities, costs,
fees or expenses, of any kind or nature whatsoever, presently known or unknown,
arising from or in any way related to the factual matters pleaded, or which
could have been pleaded, in the Operative Complaint or MBC Cross-Complaint
and/or arising from or in any way related to the business relationship or any
and all prior dealings between MBC (or its affiliates) and the House of Xxxxxxx
(or its affiliates).
(iii) "HOUSE OF XXXXXXX PARTIES" shall mean House of
Xxxxxxx and its parents, subsidiaries, affiliates and successors, predecessors,
shareholders and assigns, and each of them, and their respective past, present,
and future officers, directors, officers, shareholders, members, partners,
principals, proprietors, grantees, agents, employees, attorneys, accountants and
representatives, and all others claiming under or through them or it, including,
without limitation, spouses of shareholders or other stakeholders in the
entities.
(iv) "XXXXXX PARTIES" shall mean Xxxxxx and his
spouse and other family members, heirs, executors, administrators, legal
representatives, agents, assigns, any trusts of which he is or may be a
beneficiary and any trustees of any such trust, employees, attorneys,
accountants and representatives, and all others claiming under or through him,
and each of them.
(v) "MBC PARTIES" shall mean MBC and its parents,
subsidiaries, affiliates and successors, predecessors, shareholders and assigns,
and each of them, and their respective past, present, and future officers,
directors, officers, shareholders, members, partners, principals, proprietors,
grantees, agents, employees, attorneys, accountants and representatives, and all
others claiming under or through them or it, including, without limitation,
spouses of shareholders or other stakeholders in the entities.
(vi) "MESA PARTIES" shall mean Mesa and its parents,
subsidiaries, affiliates and successors, predecessors, shareholders and assigns,
and each of them, and their respective past, present, and future officers,
directors, officers, shareholders, members, partners, principals, proprietors,
grantees, agents, employees, attorneys, accountants and representatives, and all
others claiming under or through them or it, including, without limitation,
spouses of shareholders or other stakeholders in the entities.
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(vii) "TRI-EAGLE PARTIES" shall mean Tri-Eagle and its
parents, subsidiaries, affiliates and successors, predecessors, shareholders and
assigns, and each of them, and their respective past, present, and future
officers, directors, officers, shareholders, members, partners, principals,
proprietors, grantees, agents, employees, attorneys, accountants and
representatives, and all others claiming under or through them or it, including,
without limitation, spouses of shareholders or other stakeholders in the
entities.
(viii) "UBA PARTIES" shall mean UBA and its parents,
subsidiaries, affiliates or other related parties, successors, predecessors,
assigns and trusts, and each of them, and their respective past, present and
future officers, directors, officers, stockholders, members, partners,
principals, proprietors, trustees, beneficiaries, grantees, agents, employees,
attorneys, accountants and representatives, and all others claiming under or
through them or it, including, without limitation, spouses of shareholders or
other stakeholders in the entities.
(ix) "RELEASED PARTIES" shall mean the Xxxxxxxx
Parties, the House of Xxxxxxx Parties, the Xxxxxx Parties, the MBC Parties, the
Mesa Parties, the Tri Eagle Parties, and the UBA parties.
b. RELEASES BY THE PARTIES. Except for the rights and
obligations created by and set forth in this Agreement, none of which rights and
obligations are impaired or abrogated by the releases set forth herein, each of
the Parties, and those claiming under them, do hereby, as of and upon the
Effective Date, release and forever discharge the other Parties as follows:
(i) RELEASE BY XXXXXXXX. Xxxxxxxx hereby releases
and forever discharges the House of Xxxxxxx Parties from any and all known and
unknown Claims and Disputes which Xxxxxxxx now has by reason of any matter,
including but not limited to those arising out of or related to the Action, the
Operative Complaint, the Prior Complaints, the Claims, and/or the contractual
and business relationship between MBC (or its affiliates) and House of Xxxxxxx
(or its affiliates) or the termination and/or transfer thereof.
(ii) RELEASE BY HOUSE OF XXXXXXX. The House of
Xxxxxxx hereby releases and forever discharges the Xxxxxxxx Parties, the Xxxxxx
Parties, the MBC Parties, the Mesa Parties, the Tri-Eagle Parties, and the UBA
Parties, and each of them, from any and all known and unknown Claims and
Disputes which the House of Xxxxxxx now has by reason of any matter, including
but not limited to those arising out of or related to the Action, the Operative
Complaint, the Prior Complaints, the Claims, and/or the contractual and business
relationship between MBC (or its affiliates) and House of Xxxxxxx (or its
affiliates) or the termination and/or transfer thereof.
(iii) RELEASE BY XXXXXX. Xxxxxx hereby releases and
forever discharges the House of Xxxxxxx Parties from any and all known and
unknown Claims and Disputes which Xxxxxx now has by reason of any matter,
including but not limited to those arising out of or related to the Action, the
Operative Complaint, the Prior Complaints, the Claims, and/or the contractual
and business relationship between MBC (or its affiliates) and House of Xxxxxxx
(or its affiliates) or the termination and/or transfer thereof.
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(iv) RELEASE BY MBC. MBC hereby releases and forever
discharges the House of Xxxxxxx Parties from any and all known and unknown
Claims and Disputes which MBC now has by reason of any matter, including but not
limited to those arising out of or related to the Action, the Operative
Complaint, the Prior Complaints, the Claims, and/or the contractual and business
relationship between MBC (or its affiliates) and House of Xxxxxxx (or its
affiliates) or the termination and/or transfer thereof.
(v) RELEASE BY MESA. Mesa hereby releases and
forever discharges the House of Xxxxxxx Parties from any and all known and
unknown Claims and Disputes which Mesa now has by reason of any matter arising
out of or related to the Action, the Operative Complaint, the Prior Complaints
and/or the Claims.
(vi) RELEASE BY TRI-EAGLE. Tri-Eagle hereby releases
and forever discharges the House of Xxxxxxx Parties from any and all known and
unknown Claims and Disputes which Tri-Eagle now has by reason of any matter
arising out of or related to the Action, the Operative Complaint, the Prior
Complaints and/or the Claims.
(vii) RELEASE BY UBA. UBA hereby releases and forever
discharges the House of Xxxxxxx Parties from any and all known and unknown
Claims and Disputes which UBA now has by reason of any matter, including but not
limited to those arising out of or related to the Action, the Operative
Complaint, the Prior Complaints, the Claims, and/or the contractual and business
relationship between MBC (or its affiliates) and House of Xxxxxxx (or its
affiliates) or the termination and/or transfer thereof.
6. SECTION 1542 WAIVER.
As part of the consideration and as inducement for the execution
of this Agreement and for the releases herein granted, each of the Parties, with
full knowledge and with the specific intent to hereby waive any and all rights
or benefits which they may now have or may in the future have, arising out of or
related to the Claims and/or facts or circumstances underlying and surrounding
the Action, and to release all of the Disputes described in Section 5, above,
whether known or unknown, does hereby expressly and unequivocally waive the
provisions of Section 1542 of the California Civil Code, which reads as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.
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7. NO ADMISSION OF LIABILITY.
Under no circumstances shall this Agreement, any of its terms
and conditions, and/or the Parties' agreement to be bound by its terms and
conditions be treated by any Party for any purpose as an express or implied
statement or admission of liability for any of the alleged wrongdoing asserted
in the Action.
8. CONFIDENTIALITY; LIMITED DISCLOSURE.
a. DISCLOSURES REQUIRED BY THE SEC. The Parties understand
and acknowledge (i) that MBC and its affiliates may be required to, and, if so
advised by their counsel, will disclose the existence and terms of this
Agreement to the Securities and Exchange Commission (the "SEC"), the
shareholders of MBC, and the general public through various reports and
statements which they are required to file and distribute under the rules and
regulations of the SEC; (ii) that certain of such filings will require the
filing with the SEC of an actual copy of this Agreement as well as a description
of the principal terms thereof; and (iii) that MBC and its affiliates will
disclose the existence and terms of this Agreement to its existing and future
lenders. All Parties hereto agree that MBC and its affiliates may make such
disclosures and consent to such disclosures.
b. CONFIDENTIALITY. Notwithstanding the disclosures
described in paragraphs (a) and (c) of this Section 8, no Party hereto shall
publicly or privately disclose or authorize the disclosure of the existence or
terms of this Agreement to (i) any third party, including but not limited to
persons in the alcoholic beverages industry and members of the media, or (ii)
any of its employees or agents, except its directors, officers, other employees
or agents with a need-to-know the terms hereof, and such attorneys, auditors,
accountants or bookkeepers as may be necessary to report and account properly
for the transaction outlined herein, but only to the extent that such disclosure
is strictly necessary in order to comply with this Agreement or a corporate
purpose. In response to any inquiry about the Action, a Party shall be limited
to stating that the dispute has been resolved to the mutual satisfaction of all
concerned.
c. OTHER REQUIRED DISCLOSURES. Notwithstanding paragraph
(b), above, any Party may disclose the existence or terms of this Agreement in
order to comply with applicable laws, rules, and regulations, or any duly issued
order of a court of law or an administrative agency.
9. NON-DISPARAGEMENT.
Xxxxxxxx, House of Daniels, Mallya, MBC and UBA (the "Refraining
Parties") agree that they will not, whether in connection with the Action, this
Agreement, or the business relationship between MBC (or its affiliates) and
House of Xxxxxxx (or its affiliates), and the termination and/or transfer
thereof, disparage the personal and/or business reputations of any other
Refraining Party.
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10. ATTORNEYS' FEES.
Should any Party commence a court suit, an arbitration or other
proceeding to interpret or enforce the terms of this Agreement, the prevailing
party in that action shall be entitled to recover its reasonable attorneys' fees
and costs in connection therewith.
11. GOVERNING LAW; CONSENT TO JURISDICTION.
This Agreement shall be governed by and construed in accordance
with the substantive and procedural laws of the State of California, without
regard to any contrary conflicts of laws or choice of laws principles of that or
any other jurisdiction. All Parties hereto agree that any action to enforce or
interpret the terms of this Settlement Agreement or the Guaranty Agreement
attached as Exhibit A may be brought in any court of competent jurisdiction in
the State of California, in the County of Marin or the City and County of San
Francisco, and, in any such action, shall be deemed to have consented to
personal jurisdiction in any otherwise competent state or federal court in the
State of California.
12. NOTICES.
All notices, requests, demands and other communications required
or permitted under this Agreement shall be in writing and shall be deemed to
have been duly given (i) in the case of personal delivery, upon delivery, (ii)
in the case of facsimiles upon transmission (if sent during normal business
hours with confirmed transmission), (iii) in the case of overnight couriers, the
next day with confirmed receipt, and (iv) in the case of mailings, upon the date
five (5) days after mailing (certified or registered mail, airmail if
international), in each case to the address or facsimile number shown in this
Agreement or designated in writing hereafter by such party in accordance with
this Section.
If to House of Xxxxxxx: Xxxxx X. Xxxxxxx
House of Xxxxxxx, Inc.
00 Xxxxxx Xxxxx
Xxxxxx, XX 00000
Facsimile: (000) 000-0000
cc: Xxxxxx X. Xxxxxx, Esq.
Xxxxx Peabody LLP
Xxx Xxxxxxxxxxx Xxxxxx 00xx Xxxxx
Xxx Xxxxxxxxx XX 00000
Facsimile: (000) 000-0000
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If to MBC: Xxxxxxx Xxxxx
Mendocino Brewing Company, Inc.
0000 Xxxxxxx Xxxx
Xxxxx, XX 00000
Facsimile: (000) 000-0000
cc: Xxxx X. Xxxxxxx, Esq.
Xxxxxxx Xxxx LLP
The Xxxxxx Xxxxxxxx, Xxxxx 000
Xxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
If to UBA: Xxxx Xxxxxxxxx
United Breweries of America, Inc.
0000 Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
cc: Xxxxx Rustomjee, Esq.
Xxxxxxxx, Patch Xxxxx & Bass LLP
Xxx Xxxxx Xxxxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
If to Xxxxxx: Dr. Xxxxx Xxxxxx
c/o Xxxxx Rustomjee, Esq.
Xxxxxxxx, Patch Xxxxx & Bass LLP
Xxx Xxxxx Xxxxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
If to Mesa: Xxxx X. Xxxxxxxxxx, Esq.
Mesa Beverage Co.
0000 Xxxxxx Xxxxx
Xxx Xxxxx, XX 00000
cc: Sivan Gai, Esq.
Xxxxxxx XxXxxxxxx LLP
Three Xxxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
If to Tri-Eagle: Xxxxx Xxxxxxx
Chief Financial Officer
Tri-Eagle Beverage
0000 Xxxxxxxx Xxxxxxxxx
Xxxxxxxxxxx, XX 00000
cc: Sivan Gai, Esq.
Xxxxxxx XxXxxxxxx LLP
Three Xxxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
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13. AUTHORIZATION.
Each Party represents and warrants that he or it is authorized
to enter into this Agreement. Each Party further represents and warrants that
the individual executing this Agreement on its behalf is duly authorized for
that purpose and has the power and authority to bind it, and the additional
parties on whose behalf the respective releases contained herein are executed,
to the terms thereof.
14. WARRANTY OF NON-ASSIGNMENT AND SOLE OWNERSHIP OF CLAIMS AND
DISPUTES.
a. Each Party represents and warrants that he or it has not
assigned or otherwise transferred any of the Claims or Disputes released herein,
or any interest in any such claim, to any third party, related party,
shareholder, insurer, or other person, and that said Party is the sole and
lawful owner of each and every claim he or it has released in this Agreement.
b. Each Party hereto agrees and acknowledges that this
Agreement is a binding contract that shall operate to bar all litigation,
claims, suits, and demands of every kind by him or it against any of the
Released Parties as and to the extent provided above, and understands that all
such claims are fully and finally settled, compromised and released hereby. Each
Party hereto further agrees that, by acknowledging and warranting his or its
sole ownership of and non-assignment of the Claims and Disputes released herein,
he or it is warranting that no other person will bring litigation, claims,
suits, or demands of any kind or nature against any of the Released Parties
asserting standing to bring any Claims or Disputes released by the Party herein,
and further agrees to indemnify and hold harmless any of the Released Parties
against which or whom such Claims or Disputes are asserted.
15. INTEGRATED AGREEMENT; NO UNSTATED/OUTSIDE INDUCEMENT; NO ORAL
MODIFICATION.
This Agreement represents the sole and entire understanding of
the Parties with respect to the subject matter thereof, and supersedes any prior
or contemporaneous agreements or understandings, oral, written, express or
implied, between the Parties thereon. Each Party represents and acknowledges
that no other Party hereto has made any statement, representation, warranty or
guarantee in connection herewith, except for the Guaranty Agreement between UBA
and House of Xxxxxxx (referenced in Section 3 above and attached hereto as
Exhibit A) and as otherwise expressly set forth herein, which acted as an
inducement for him or it to enter into this Agreement or upon which he or it
relied. This Agreement shall not be amended or modified except in a writing
executed by duly authorized representatives of all the entity Parties and by the
individual Parties. A purported oral amendment or modification of this Agreement
shall have no force or effect on any Party.
16. NO WAIVER.
No failure by a Party to enforce a term of this Agreement on one
occasion shall be deemed to be a waiver of his or its right to pursue
enforcement of that same term or some other term on another occasion.
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17. GENERAL PROVISIONS.
a. This Agreement may be executed in duplicate
counterparts, each of which shall be deemed an original.
b. A faxed signature page shall be deemed and treated as an
original for all purposes. In the event that any Party or a court of law or
other governmental authority requests an original signature, the Party to whom
the request is made shall promptly provide the original signature page to the
requesting Party or authority.
c. This Agreement shall be construed as if drafted jointly
by counsel for each of the Parties.
d. Each of the provisions of this Agreement is severable
from the others. If any section or portion of this Agreement is found invalid
for any reason, the remaining terms, Sections and provisions shall remain
binding, valid and enforceable between the Parties hereto.
e. Each Party represents and warrants to the others that he
or it has carefully read and fully understands all of the provisions of this
Agreement and is voluntarily entering into this Agreement. Each Party
acknowledges that he or it has been represented by counsel of his or its choice
in connection with the preparation and execution of this Agreement.
f. The Parties agree that, upon request, they shall do such
further acts and deeds, and shall execute, acknowledge, deliver, and record such
other documents and instruments as may be reasonably necessary to carry out the
intent and purpose of this Agreement.
PLEASE READ THIS AGREEMENT CAREFULLY. IT INCLUDES A RELEASE OF ALL KNOWN
AND UNKNOWN CLAIMS AS SET FORTH IN SECTIONS 5 AND 6 ABOVE.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly
executed as of dates set forth their respective signatures, below, to be
effective as of and on the Effective Date described in Section 1, above.
XXXXXXXX:
Dated: October 27, 2004 /s/ Xxxx Xxxxxxxx
------------------------------------
Xxxx Xxxxxxxx
HOUSE OF XXXXXXX: HOUSE OF XXXXXXX, INC.
a California corporation
dba Golden Gate Distributing Company
Dated: October 28, 2004 By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------------
Xxxxxxx X. Xxxxxxx, Xx.
Its: President
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XXXXXX:
Dated: October 25, 2004 /s/ Xxxxx Xxxxxx
------------------------------------
Dr. Xxxxx Xxxxxx
MBC: MENDOCINO BREWING COMPANY, INC.
Dated: November 1, 2004 By: /s/ Xxxxxxx Xxxxx
---------------------------------
Xxxxxxx Xxxxx
Its: President
MESA: MESA BEVERAGE CO., INC.
Dated: November 1, 2004 By: /s/ Xxxx X. Xxxxxxxxxx
---------------------------------
Xxxx X. Xxxxxxxxxx
Its: In-house Counsel
TRI-EAGLE: XXX XXX INC.
a California corporation
dba Tri-Eagle Beverage
Dated: November 1, 2004 /s/ Xxxxx Xxxxxxx
------------------------------------
Xxxxx Xxxxxxx
Its: Chief Financial Officer
UBA: UNITED BREWERIES OF AMERICA, INC.
a Delaware corporation
Dated: October 25, 2004 By: /s/ Xxxx Xxxxxxxxx
---------------------------------
Xxxx Xxxxxxxxx
Its: Secretary
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APPROVED AS TO FORM:
XXXXX, PEABODY LLP VENARDI & XXXX
Attorneys for House of Xxxxxxx Attorneys for Xxxxxxxx and MBC
/s/ Xxxx Xxxxxxx
--------------------------------------- ------------------------------------
Xxxxxx X. Xxxxxx Xxxx Xxxxxxx
Dated: November ____, 2004 Dated: October 29, 2004
XXXXXXX XXXXXXXXX, LLP XXXXXXXX, PATCH, XXXXX & BASS, LLP
Attorneys for Mesa and Tri-Eagle Attorneys for UBA and Xxxxxx
/s/ Xxxxx Rustomgee
--------------------------------------- ------------------------------------
Sivan Gai Xxxxx Rustomjee
Dated: November ____, 2004 Dated: October 25, 2004
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