-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VrZp8wZJsE2mxZdXR/qJ+qVH3pCI5Wk6fzNk2Snv1vkql7aWz7BfCAnnkJOmkwFq 6NoCIFZtbw/qWifdD36pog== 0000891554-02-000924.txt : 20020414 0000891554-02-000924.hdr.sgml : 20020414 ACCESSION NUMBER: 0000891554-02-000924 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20020204 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MENDOCINO BREWING CO INC CENTRAL INDEX KEY: 0000919134 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 680318293 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13636 FILM NUMBER: 02553691 BUSINESS ADDRESS: STREET 1: 13351 S HWY 101 CITY: HOPLAND STATE: CA ZIP: 95449 BUSINESS PHONE: 7077441015 MAIL ADDRESS: STREET 1: 13351 S HWY 101 CITY: HOPLAND STATE: CA ZIP: 95449 8-K 1 d28013_8-k.txt FORM 8-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 CURRENT REPORT ON FORM 8-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 4, 2002 Commission File No. 0-22524 MENDOCINO BREWING COMPANY, INC. (Exact name of small business issuer as specified in its charter) California (State or other jurisdiction of incorporation or organization) 68-0318293 (IRS Employer Identification Number) 13351 South Highway 101, Hopland, California (Address of principal executive offices) 95449 (Zip Code) Registrant's telephone number, including area code: (707) 744-1015 Item 5. Other Events Mature Promissory Notes under Master Line of Credit On August 31, 1999, Mendocino Brewing Company Inc. (the "Company") and United Breweries of America, Inc. ("UBA") entered into a Master Line of Credit Agreement, which was subsequently amended on April 28, 2000, and February 12, 2001 (the "Agreement"). The terms of the Agreement provide the Company with a line of credit in the principal amount of up to $1,600,000. As of the date of this filing, the UBA has made thirteen (13) separate advances to the Company under the Agreement, pursuant to a series of individual eighteen (18) month promissory notes issued by the Company to UBA (the "Notes"). As of January 31, 2002, the aggregate outstanding principal amount of the Notes was $1,515,371, and the accrued but unpaid interest thereon was equal to approximately $235,406. The Notes require the Company to make quarterly interest payments to UBA on the first day of April, July, October, and January. To date, UBA has permitted the Company to capitalize all accrued interest. Upon maturity of any Note, unless UBA has given the Company prior instructions to commence repayment of the outstanding principal balance, the outstanding principal and accrued but unpaid interest on such Note may be converted, at the option of UBA, into shares of the Company's common stock. If UBA does not elect to so convert any Note upon maturity, it has the option to extend the term of such Note for any period of time mutually agreed upon by UBA and the Company. During the extended term of any Note, UBA has the right to require the Company to repay the outstanding principal balance of such Note, along with the accrued and unpaid interest thereon, to UBA within sixty (60) days. The first eight (8) Notes made pursuant to the Agreement matured during 2001 (the "Mature Notes"). As of January 31, 2002, the outstanding principal balance of the Mature Notes was approximately $866,444, and the accrued but unpaid interest thereon was approximately $171,074. Because UBA has neither (i) delivered notice to the Company to commence repayment of the Mature Notes prior to their maturity dates, nor (ii) converted the Mature Notes upon maturity, it now has the right to require the Company to repay the outstanding principal balance of any or all of the Mature Notes, along with accrued interest, at any time, on sixty (60) days notice. The remaining five (5) Notes (which did not mature in 2001) are scheduled to mature during 2002, with the first maturing on March 10, 2002. As of January 31, 2002, the aggregate principal amount outstanding on these Notes was approximately $649,296, and the accrued but unpaid interest thereon was approximately $64,332. As of the date of this filing, UBA has not required that the Company commence quarterly payments of the outstanding interest on the Notes, nor has it required that Company repay the outstanding principal balance on the Mature Notes, although it would be within its rights under the Agreement to do so. The Company and UBA executed an Extension of Term of Notes under Master Line of Credit Agreement on February 14, 2002 (the "Extension Agreement"). The Extension Agreement confirms the Company's and UBA's extension of the terms of the Mature Notes, as contemplated in Section 3 of each of the Notes. The Extension Agreement extends the terms of the Mature Notes, as well as the terms of the next four (4) Notes made pursuant to the 2 Agreement, for a period of time ending on August 15, 2002. The last remaining Note matures on a date following August 15, 2002, therefore, its terms were not extended by the Extension Agreement. The Company and UBA have entered into discussions regarding the repayment and/or conversion of the Notes. On December 28, 2001, the Company and UBA entered into a Confirmation of Waiver which provides a written confirmation that as of August 13, 2001, UBA waived its rights with regard to all conversion rate protection as set forth in the Notes. On January 14, 2002, the Special Committee of the Company's Board of Directors made a formal offer to UBA to terminate the Agreement and convert the principal amount plus accrued interest on all of the Notes into the Company's common stock at a conversion rate of $1.00 per share. As of the date of this filing, UBA has not accepted the Special Committee's proposal. Notification of Potential Delisting Action The Company's common stock is currently listed for trading with the Pacific Exchange, Inc. (the "Pacific Exchange"). On February 4, 2002, the Company received notice from PCX Equities, Inc., a subsidiary of the Pacific Exchange ("PCXE") that the Company's common stock may be subject to the initiation of delisting proceedings. The determination was based on the Company's non-compliance with the PCXE requirement that the Company maintain a minimum bid price of $1.00 per share. As of February 14, 2002, the bid price of the Company's common stock was $0.46 per share. PCXE will conduct a formal meeting on Tuesday, March 5, 2002, to review the Company's listing status and any actions taken by the Company to address the share bid price deficiency. Prior to the meeting, the Company may submit written information to PCXE explaining why the Company believes its common stock should not be delisted. If PCXE decides in favor of delisting, the Company's common stock will be suspended from trading before the opening of business on Wednesday, March 6, 2002, and the Company will have the right to apply, within five (5) days, to the PCXE Board Appeals Committee for an appeal hearing. If no appeal is requested, all trading in the Company's common stock will remain suspended until the Securities and Exchange Commission (the "SEC") strikes the Company's common stock from listing on the Pacific Exchange. If the Company requests an appeal, trading in the Company's common stock will remain suspended until the PCXE Board Appeals Committee comes to a final decision on whether to delist the Company's common stock. If the Board Appeals Committee determines that the Company's common stock should not be delisted, the suspension will be lifted. However, if the PCXE Board Appeals Committee upholds the initial decision to delist the Company's stock, then the suspension will remain in effect until the SEC strikes the stock from listing on the Pacific Exchange. The Company's management is considering how best to respond to the notice of potential delisting action. The Company has been in contact with PCXE and will be delivering written materials to PCXE no later than February 25, 2002, for PCXE's review at the formal meeting on March 5, 2002. 3 Item 7. Exhibits Exhibit No. Description - ------- ----------- 1. Master Line of Credit Agreement between Mendocino Brewing Company, Inc., and United Breweries of America, Inc., dated August 31, 1999. 2. First Amendment to Master Line of Credit Agreement between Mendocino Brewing Company, Inc., and United Breweries of America, Inc., dated April 28, 2000. 3. Second Amendment to Master Line of Credit Agreement between Mendocino Brewing Company, Inc., and United Breweries of America, Inc., dated February 12, 2001. 4. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated September 7, 1999. 5. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated October 21, 1999. 6. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated November 12, 1999. 7. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated December 17, 1999. 8. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated December 31, 1999. 9. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated February 15, 2000. 10. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated February 16, 2000. 11. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated April 28, 2000. 12. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated September 11, 2000. 13. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated September 30, 2000. 14. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated December 31, 2000. 4 15. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated February 12, 2001. 16. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated July 1, 2001. 17. Confirmation of Waiver between Mendocino Brewing Company, Inc. and United Breweries of America, Inc., dated as of December 28, 2001. 18. Letter to Mendocino Brewing Company, Inc. from PCX Equities, Inc., dated February 4, 2002. 19. Extension of Term of Notes under Master Line of Credit Agreement between Mendocino Brewing Company, Inc. and United Breweries of America, Inc., dated February 14, 2002. SIGNATURES Pursuant to the requirements on the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MENDOCINO BREWING COMPANY, INC. (Registrant) Date: February 15, 2002 By: /s/ N. Mahadevan --------------------------- N. Mahadevan, Secretary and Chief Financial Officer 5 EXHIBIT INDEX Sequentially Exhibit Numbered No. Description Page - ------- ----------- ------------ 1. Master Line of Credit Agreement between Mendocino Brewing Company, Inc., and United Breweries of America, Inc., dated August 31, 1999. (1) 2. First Amendment to Master Line of Credit Agreement between Mendocino Brewing Company, Inc., and United Breweries of America, Inc., dated April 28, 2000. (2) 3. Second Amendment to Master Line of Credit Agreement between Mendocino Brewing Company, Inc., and United Breweries of America, Inc., dated February 12, 2001. (3) 4. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated September 7, 1999. (1) 5. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated October 21, 1999. (2) 6. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated November 12, 1999. (2) 7. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated December 17, 1999. (2) 8. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated December 31, 1999. (2) 9. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated February 15, 2000. (2) 10. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated February 16, 2000. (2) 11. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated April 28, 2000. (2) 12. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated September 11, 2000. (3) 13. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated September 30, 2000. (3) 6 14. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated December 31, 2000. (3) 15. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated February 12, 2001. (3) 16. Convertible Note made by Mendocino Brewing Company, Inc., in favor of United Breweries of America, Inc., dated July 1, 2001. (4) 17. Confirmation of Waiver between Mendocino Brewing Company, Inc. and United Breweries of America, Inc., dated as of December 28, 2001. 8 18. Letter to Mendocino Brewing Company, Inc. from PCX Equities, Inc., dated February 4, 2002. 10 19. Extension of Term of Notes under Master Line of Credit Agreement between Mendocino Brewing Company, Inc. and United Breweries of America, Inc., dated February 14, 2002. 13 - -------- (1) Previously filed as an Exhibit to Amendment No. 5 to Schedule 13D, filed jointly by United Breweries of America, Inc. and Dr. Vijay Mallya, on September 15, 1999, and by this reference incorporated herein. (2) Previously filed as an Exhibit to Amendment No. 6 to Schedule 13D, filed jointly by United Breweries of America, Inc. and Dr. Vijay Mallya, on May 12, 2000, and by this reference incorporated herein. (3) Previously filed as an Exhibit to Amendment No. 7 to Schedule 13D, filed jointly by United Breweries of America, Inc. and Dr. Vijay Mallya, on February 22, 2001, and by this reference incorporated herein. (4) Previously filed as Exhibit 2 to Amendment No. 8 to Schedule 13D, filed jointly by United Breweries of America, Inc. and Dr. Vijay Mallya, on August 22, 2001, and by this reference incorporated herein. 7 EX-17 3 d28013_exh-17.txt CONFIRMATION OF WAIVER EXHIBIT 17 CONFIRMATION OF WAIVER This Confirmation of Waiver (this "Confirmation"), dated as of December 28, 2001, is provided to 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 a Master Line of Credit Agreement dated August 31, 1999 (the Master Line of Credit Agreement, together with all amendments thereto shall hereinafter be referred to, collectively, as the "Master Agreement"), which provides that on the terms and conditions contained therein, Lender would make available to Borrower a credit facility in the principal amount of $800,000. B. The Master Agreement was subsequently amended on April 28, 2000, and February 12, 2001, to increase the principal amount available under the credit facility to an aggregate of $1,600,000. C. Pursuant to the Master Agreement, Borrower made twelve (12) promissory notes in favor of Lender (collectively, the "Notes"). D. Pursuant to Section 6 of the Notes, upon the issuance of any securities at a price less than $1.50 per share, the conversion price of the Notes shall be adjusted to reflect such issuance on a weighted average basis. E. In exchange for all of the issued and outstanding capital stock of United Breweries International (UK) Limited, Borrower issued and sold 5,500,000 shares of common stock (the "Transaction"). F. In connection with the Transaction, Lender waived its rights to reduce its conversion price to prevent additional dilution to the shareholders of Borrower. G. Borrower and Lender wish to confirm such waiver by this Confirmation. CONFIRMATION 1. Waiver. Lender hereby confirms that, effective as of August 13, 2001, Lender has completely waived any and all of Lender's rights with regard to conversion rate protection as set forth in Section 6 of each of the Notes. 2. Governing Law. This Confirmation 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. Assignment; Successors and Assigns. This Confirmation shall bind and inure to the benefit of the parties and their respective heirs, successors and assigns. Exhibit 17 - page 1 IN WITNESS WHEREOF, this Confirmation has been duly executed as of the date set forth above. Lender: UNITED BREWERIES OF AMERICA, INC. a Delaware corporation By: /s/ Anil Pisharody --------------------------------- Name: Anil Pisharody ------------------------------- Title: Secretary ------------------------------ THE FOREGOING IS ACKNOWLEDGED AND AGREED: Borrower: MENDOCINO BREWING COMPANY, INC. a California corporation By: /s/ N. Mahadevan ----------------------------------- Name: N. Mahadevan --------------------------------- Title: Secretary -------------------------------- EX-18 4 d28013_exh-18.txt NOTIFICATION OF POTENTIAL DELISTING ACTION EXHIBIT 18 February 4, 2002 VIA FACSIMILE & CERTIFIED MAIL Ms. Sarah McDaniel Investor Relations Mendocino Brewing Company, Inc. P. O. Box 547 Mountain Ranch, CA 95246 RE: Notification of Potential Delisting Action Dear Ms. McDaniel: PCX Equities, Inc. ("PCXE") has reviewed Mendocino Brewing Company, Inc.'s ("Company") compliance with PCXE's continued listing requirements and has determined that the Company's Common Stock may be subject to the initiation of delisting proceedings. This determination was based on the Company's non-compliance with PCXE's listing maintenance requirement for share bid price [PCXE Rule 5.5(h)(4)]. At its Tuesday, March 5, 2002 meeting (to be held at PCXE corporate headquarters at 11:00 a.m.), PCXE will conduct a formal review of the Company's listing status and actions taken to specifically address the share bid price deficiency in evaluating whether continued listing is appropriate. That meeting will be conducted pursuant to PCXE rule 5.5(m). If PCXE decides in favor of delisting at such meeting, the Company's Common Stock will be suspended from trading before the opening of business on Wednesday, March 6, 2002. You are invited to submit in writing any relevant information for review at PCXE's March 5 meeting no later than February 25, 2002. PCXE will consider any reasons you provide in writing as to why you believe the Company's security should not be delisted. The Company will receive written notification of PCXE's decision (via facsimile) by the close of business on Tuesday, March 5, 2002. In the event that PCXE determines to delist the Company's Common Stock, PCXE's written notification will also provide relevant information regarding the Company's right to appeal PCXE's decision to the Board of Directors and request a hearing pursuant to PCXE Rule 5.5(m)(4 through 9). Such process is only designed to review whether cause(s) for the decision were valid and whether such decision was effected pursuant to PCXE rules. Exhibit 18 - page 1 In the meantime, the Company is reminded of its ongoing obligation to keep PCXE apprised of any corporate development(s) that may reasonably be expected to impact the Company's operations and/or listing status. Any corporate disclosures so provided will be handled with the strictest confidentiality. Please contact me at (415) 393-4254 or Aaron Autajay at (415) 393-4208, if you have any questions. Sincerely, Michael A. Tomars Managing Director, Securities Qualification & Regulatory Services cc: A. L. Autajay K. L. Beck J. F. Chapin M. K. Levine Exhibit 18 - page 2 EX-19 5 d28013_ex-19.txt CREDIT AGREEMENT EXHIBIT 19 EXTENSION OF TERM OF NOTES UNDER MASTER LINE OF CREDIT AGREEMENT This Extension of Term of Notes under Master Line of Credit Agreement (this "Agreement") is made and entered into as of February 14, 2002 (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 a Master Line of Credit Agreement dated August 31, 1999 (the Master Line of Credit Agreement, together with all amendments thereto shall hereinafter be referred to, collectively, as the "Master Agreement"), which provides that on the terms and conditions contained therein, Lender would make available to Borrower a credit facility in the principal amount of $800,000. B. The Master Agreement was subsequently amended on April 28, 2000, and February 12, 2001, to increase the principal amount available under the credit facility to an aggregate of $1,600,000. C. Pursuant to the Master Agreement, Borrower made thirteen (13) promissory notes in favor of Lender as listed on Exhibit A (collectively, the "Notes"). D. Subject to the terms and conditions of this Agreement, the parties wish to (i) confirm the extension of the terms of certain of the Notes, and (ii) extend the terms of certain of the Notes. E. Any capitalized terms not otherwise defined herein shall have the meanings set forth in the Master 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. 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. Borrower and Lender had previously agreed to extend the term of each of the Notes itemized Nos. 1 through 8 on Exhibit A, effective as of the maturity date of each respective Note, for an indefinite period of time pending the Borrower's and Lender's discussions regarding conversion of the Notes; this Agreement hereby confirms that agreement. The parties hereby modify their previous agreement and agree to extend the term of each of the Notes itemized Nos. 1 through 12 on Exhibit A, effective as of the maturity date of each respective Note, for a period of time ending on August 15, 2002. Exhibit 19 - page 1 2. Capitalization of Interest. The Notes provide that the accrued interest thereon shall be paid to Lender quarterly on the first day of the months of April, July, October, and January. Borrower and Lender hereby agree that the interest which accrues on the Notes during each such quarterly period may, upon the mutual agreement of the parties, be capitalized and treated as principal for the purposes of repayment and/or conversion. 3. Attorneys' Fees. In any legal action between Borrower and Lender, the prevailing party in such legal action shall be entitled to recover for the fees and expenses of its attorneys in such amount as the court may adjudge reasonable. The prevailing party shall be determined by the court based on an assessment of which party's major arguments or positions taken in the proceeding could fairly be said to have prevailed over the other party's major arguments or positions on major disputed issues in the court's decision. 4. Notices. All notices and demands which are required or permitted to be given hereunder shall be in writing and shall either be personally delivered or transmitted by United States mail, certified or registered, postage prepaid, return receipt requested, as elected by the party giving such notice or demand as follows: To Borrower: Mendocino Brewing Company, Inc. 13351 Highway 101 South Hopland, California 95449 To Lender: United Breweries of America, Inc. Three Harbor Drive, Suite 115 Sausalito, California 94965 All notices shall be deemed to have been given as of the date of personal delivery or three (1) business days after the date of mailing, whichever is applicable. Either party hereto may change its address by giving notice as stated above to the other party. 5. Representations. 5.1 Borrower represents and warrants to Lender that: (i) Borrower has the full power and authority to enter into and perform this Agreement; (ii) the extension of the terms of the Notes contemplated in this Agreement does not conflict with or constitute a material breach of, or constitute a default under, any contract, agreement or other instrument by which Borrower is a party or by which it is bound; and (iii) no consent from any third party is required to effectuate the transactions contemplated hereunder. Borrower hereby agrees to indemnify and hold harmless Lender from any loss, damages, claims, causes of action that arises out of or from Borrower's breach of this Section 7. 5.2 Lender represents and warrants to Borrower that: (i) Lender has the full power and authority to enter into and perform this Agreement; (ii) the extension of the terms of the Notes contemplated in this Agreement does not conflict with or constitute a material breach of, or constitute a default under, any contract, agreement or other instrument by which Lender is a party or by which it is bound; and (iii) no consent from any governmental entity is required to effectuate the transactions contemplated hereunder. Lender hereby agrees to indemnify and hold Exhibit 19 - page 2 harmless Borrower from any loss, damages, claims, causes of action that arises out of or from Lender's breach of this Section 7. 6. Governing Law. This Agreement 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. 7. Assignment; Successors and Assigns. Neither party shall have the right or ability to assign, transfer, or subcontract this Agreement without the written consent of the other party. This Agreement shall bind and inure to the benefit of the parties and their respective heirs, successors and assigns. 8. Counterparts. This Agreement 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. 9. Miscellaneous. This Agreement, in connection with the Master Agreement and the Notes, 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. This Agreement 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 Agreement 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 Agreement as of the Effective Date. Borrower: Lender: MENDOCINO BREWING COMPANY, INC., UNITED BREWERIES OF AMERICA, INC., a California corporation a Delaware corporation By: /s/ N. Mahadevan By: /s/ Anil Pisharody ------------------------- ------------------------- Name: N. Mahadevan Name: Anil Pisharody ----------------------- ----------------------- Title: Secretary Title: Secretary ---------------------- ---------------------- Exhibit 19 - page 3 Exhibit A Note No. 1. Convertible Note dated September 7, 1999, in the principal amount of $280,064.88, maturity date March 6, 2001. 2. Convertible Note dated October 21, 1999, in the principal amount of $25,000, maturity date April 20, 2001. 3. Convertible Note dated November 12, 1999, in the principal amount of $100,000, maturity date May 11, 2001. 4. Convertible Note dated December 17, 1999, in the principal amount of $150,000, maturity date June 16, 2001. 5. Convertible Note dated December 31, 1999, in the principal amount of $10,062, maturity date June 30, 2001. 6. Convertible Note dated February 15, 2000, in the principal amount of $100,000, maturity date August 15, 2001. 7. Convertible Note dated February 16, 2000, in the principal amount of $50,000, maturity date August 16, 2001. 8. Convertible Note dated April 28, 2000, in the principal amount of $151,317.59, maturity date October 27, 2001. 9. Convertible Note dated September 11, 2000, in the principal amount of $300,000, maturity date March 10, 2002. 10. Convertible Note dated September 30, 2000, in the principal amount of $19,938, maturity date March 29, 2002. 11. Convertible Note dated December 31, 2000, in the principal amount of $5,031, maturity date July 1, 2002. 12. Convertible Note dated February 12, 2001, in the principal amount of $317,677.94, maturity date August 11, 2002. 13. Convertible Note dated July 1, 2001, in the principal amount of $6,279.54, maturity date December 31, 2002. -----END PRIVACY-ENHANCED MESSAGE-----