FIFTH AMENDMENT TO EXTENSION OF TERM OF NOTES UNDER MASTER LINE OF CREDIT AGREEMENT

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").

 

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.

 

 

 

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
By:	/s/ N. Mahadevan			By:	/s/ Anil Pisharody
	Name:  N. Mahadevan  Title:  Chief Financial Officer and Secretary				Name: Anil Pisharody Title: Secretary