FIFTH AMENDMENT TO EXTENSION OF TERM OF NOTES UNDER MASTER LINE OF CREDIT AGREEMENT
FIFTH
AMENDMENT TO
This
Fifth Amendment to Extension of Term of Notes under Master Line of Credit
Agreement (this "Amendment") is entered into to be effective as of August 31,
2005 (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, August 14, 2003, and August 14, 2004 (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 31, 2005.
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.
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 December 31, 2006.
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.
[signature
page to follow]
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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:
MENDOCINO
BREWING COMPANY, INC.
a
California corporation
|
Lender:
UNITED
BREWERIES OF AMERICA, INC.
a
Delaware corporation
|
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| By: | /s/ X. Xxxxxxxxx | By: | /s/ Xxxx Xxxxxxxxx | ||
|
Name:
X.
Xxxxxxxxx
Title:
Chief Financial Officer and Secretary
|
Name:
Xxxx Xxxxxxxxx
Title: Secretary
|
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