EXHIBIT 10.18
AMENDMENT NO. 4 TO BUSINESS LOAN AGREEMENT
This Amendment No. 4 (the "Amendment") dated as of April 23, 1997, is
between Bank of America NT & SA (the "Bank") and Portland Brewing Company (the
"Borrower").
RECITALS
A. The Bank and the Borrower entered into a certain Business Loan
Agreement dated as of December 15, 1995, as previously amended (the
"Agreement").
B. The Bank and the Borrower desire to further amend the Agreement.
AGREEMENT
1. DEFINITIONS. Capitalized terms used but not defined in this
Amendment shall have the meaning given to them in the Agreement.
2. AMENDMENTS. The Agreement is hereby amended as follows:
2.1 In Paragraph 1.4 of the Agreement the date "May 1, 1998" is
substituted for the date "May 1, 1997."
2.2 In Paragraph 1.5 of the Agreement, "Reference Rate plus .50
percentage point" is substituted for "Reference Rate."
2.3 In Paragraph 1.8 of the Agreement "2.50 percentage points" is
substituted for "2.00 percentage points."
2.4 Paragraph 2.5(a) of the Agreement is amended to read in its
entirety as follows:
2.5(a) The Borrower will pay interest on January 1, 1996, and
then on the first Banking Day of each month thereafter
until payment in full of any principal outstanding under
this line of credit.
2.5 Paragraph 2.5(b) of the Agreement is amended to read in its
entirety as follows:
2.5(b) The Borrower will repay the principal amount
outstanding on the Expiration Date in 84 successive equal
monthly installments starting June 2, 1997, and then on
the first Banking Day of each month thereafter. On May 1,
2004, the Borrower will repay the remaining principal
balance plus any interest then due. The Borrower will
repay the principal amount outstanding under the
leasehold improvement with-in line on the Expiration Date
in 48 successive equal monthly installments starting
June 2, 1997, and then on the first Banking Day of each
month thereafter. On May 1, 2001, the Borrower will
repay the remaining principal balance of the leasehold
improvement with-in line plus any interest then due.
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2.6 Paragraph 2.7 of the Agreement is amended to read in its
entirety as follows:
2.7 LIBOR RATE. The Borrower may elect to have all or portions
of the principal balance of the line of credit during the
term repayment period bear interest at the LIBOR Rate plus
2.50 percentage points.
Designation of a LIBOR Rate portion is subject to the following
requirements:
(a) The interest period during which the LIBOR Rate will be in
effect will be one, two or three months. Each LIBOR Rate
will run from the first Banking Day of one month to the
first Banking Day of a subsequent month.
(b) Each LIBOR Rate portion will be an amount not less than
Five Hundred Thousand Dollars ($500,000).
(c) The Borrower shall irrevocably request a LIBOR Rate portion
no later than 9:00 a.m. San Francisco time three (3)
banking days before the commencement of the interest
period.
(d) The "LIBOR Rate" means the interest rate determined by the
following formula, rounded upward to the nearest 1/100 of
one percent. (All amounts in the calculation will be
determined by the Bank as of the first day of the interest
period.)
LIBOR Rate = London Rate
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(1.00 - Reserve Percentage)
Where,
(i) "London Rate" means the interest rate (rounded upward
to the nearest 1/16th of one percent) at which the
Bank of America NT & SA's London Branch, London, Great
Britain, would offer U.S. dollar deposits for the
applicable interest period to other major banks in the
London inter-bank market at approximately 11:00 a.m.
London time two (2) London banking days before the
commencement of the interest period.
(ii) "Reserve Percentage" means the total of the maximum
reserve percentages for determining the reserves to be
maintained by the member banks of the Federal Reserve
System for Eurocurrency Liabilities, as defined in the
Federal Reserve Board Regulation D, rounded upward to
the nearest 1/100 of one percent. The percentage will
be expressed as a decimal, and will include, but not
be limited to, marginal, emergency, supplemental,
special, and other reserve percentages.
(e) The Borrower may not elect a LIBOR Rate with respect to any
portion of the appreciable balance of the line of credit
which is scheduled to be repaid before the last day of the
applicable interest period.
(f) Any portion of the principal balance of the line of credit
already bearing interest at the LIBOR Rate will not be
convened to a different rate during its interest period.
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(g) Each prepayment of a LIBOR Rate portion, whether voluntary,
by reason of acceleration or otherwise, will be accompanied
by the amount of accrued interest on the amount prepaid,
and a prepayment fee equal to the amount (if any) by which:
(i) the additional interest which would have been payable
on the amount prepaid had it not been paid until the
last day of the interest period, exceeds
(ii) the interest which would have been recoverable by the
Bank by placing the amount prepaid on deposit in the
London inter-bank market for a period starting on the
date on which it was prepaid and ending on the last
day of the interest period for such portion.
(h) The Bank will have no obligation to accept an election for
LIBOR Rate portion if any of the following described events
has occurred and is continuing:
(i) Dollar deposits in the principal amount, and for
periods equal to the interest period, of a LIBOR Rate
portion are not available in the London inter-bank
market; or
(ii) the LIBOR Rate does not accurately reflect the cost of
a LIBOR Rate portion.
2.7 Paragraph 4.1 of the Agreement is amended to read in its
entirety as follows:
4.1 FACILITY 1 LOAN FEES. The Borrower agrees to pay a Two
Thousand Five Hundred Dollar ($2,500) fee on Facility No.
1, due upon the execution of the Loan Agreement.
2.8 Paragraph 6.5 of the Agreement is amended to read in its
entirety as follows:
6.5 BANKING DAYS. Unless otherwise provided in this Agreement,
a banking day is a day other than a Saturday or a Sunday on
which the Bank is open for business in Oregon and banks are
open for business in California. For amounts bearing
interest at an offshore rate (if any), a banking day is a
day other than a Saturday or a Sunday on which the Bank is
open for business in Oregon, London, Great Britain and BofA
California is dealing in offshore dollars. All payments
and disbursements which would be due on a day which is not
a banking day will be due on the next banking day. All
payments received on a day which is not a banking day will
be applied to the credit on the next banking day.
2.9 Paragraph 9.2(a) of the Agreement is amended to read in its
entirety as follows:
9.2(a) Within 120 days of the Borrower's fiscal year end, the
Borrower's annual financial statements and 10-K Annual
Report. These financial statements must be audited by a
Certified Public Accountant ("CPA") acceptable to the
Bank.
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2.10 Subparagraph 9.2(h) is added to the Agreement to read
as follows:
9.2(h) Copies of the Borrower's Form l0-Q Quarterly Report
within 45 days after the date of filing with the Securities
and Exchange Commission.
3. EFFECT OF AMENDMENT. Except as provided in this Amendment, all of
the terms and conditions of the Agreement shall remain in full force and
effect.
This Amendment is executed as of the date stated at the beginning of this
Amendment.
BANK OF AMERICA NT & SA PORTLAND BREWING COMPANY
x Xx Xxxxx x Xxxxxxxx Xxxxx
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By: Xx Xxxxx By: Xxxxxxxx Xxxxx
Title: Vice President Title: CFO
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