-----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, Btm4xfpuGApsh58EH1ohS7VOtevCebZ2f9yVhMQQgnbHEMm2WOl4/Z3UXmxWWsBJ PL5nnHIOJIzn2V0SAvPTfA== 0001169232-03-002556.txt : 20030331 0001169232-03-002556.hdr.sgml : 20030331 20030331132433 ACCESSION NUMBER: 0001169232-03-002556 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030331 GROUP MEMBERS: DR. VIJAY MALLYA SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46539 FILM NUMBER: 03628889 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED BREWERIES OF AMERICA INC CENTRAL INDEX KEY: 0001048728 IRS NUMBER: 680393017 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: THREE HARBOR DRIVE, SUITE 115 CITY: SAUSALITO STATE: CA ZIP: 94965 BUSINESS PHONE: 4152891400 MAIL ADDRESS: STREET 1: THREE HARBOR DRIVE STREET 2: SUITE 115 CITY: SAUSALITO STATE: CA ZIP: 94965 SC 13D/A 1 d54506_sc-13da.txt AMENDMENT NO. 9 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 9)* Mendocino Brewing Company, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 586579104 (CUSIP Number) Sara Finigan Coblentz, Patch, Duffy & Bass, LLP 222 Kearny Street, 7th Floor San Francisco, California 94108 415/391-4800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 31, 2003 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of this schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON United Breweries of America, Inc. ("UBA") 68-0393017 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| N.A. - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 4,321,409 shares of common stock, except that Dr. Vijay Mallya ("Mallya") may be deemed to have shared power to vote these shares because UBA is owned by a foreign corporation, the ownership of which is controlled by fiduciaries who may exercise discretion in favor of Mallya among others. Such shares include 1,233,591 shares that are issuable upon the conversion of the principal amount, together with the accrued but unpaid interest, of the convertible notes issued to UBA. ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY See response to Row 7. OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 4,321,409 shares of common stock, except that Mallya may be WITH deemed to have shared power to dispose of these shares because UBA is owned by a foreign corporation, the ownership of which is controlled by fiduciaries who may exercise discretion in favor of Mallya among others. Such shares include 1,233,591 shares that are issuable upon the conversion of the principal amount, together with the accrued but unpaid interest, of the convertible notes issued to UBA. ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER See response to row 9. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,321,409 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| N.A. - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 2 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Dr. Vijay Mallya ("Mallya") N.A. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| N.A. - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION India - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 9,821,409 shares of common stock, all of which are directly OWNED BY owned by either UBA or Inversiones Mirabel, S.A., a EACH Panamanian corporation ("Inversiones"). Such shares include REPORTING 1,233,591 shares that are issuable upon the conversion of PERSON the principal amount, together with the accrued but unpaid WITH interest, of the convertible notes issued to UBA. Mallya may be deemed to be a beneficial owner of UBA and Inversiones because each such entity is owned by a foreign entity, the ownership of which is controlled by fiduciaries who may exercise discretion in favor of Mallya among others. Accordingly, Mallya may be deemed to have shared power to vote these shares. Inversiones' interest in the Issuer's common stock is reported on a separate Schedule 13D. ----------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 9,821,409 shares of common stock, all of which are directly owned by UBA and Inversiones. Such shares include 1,233,591 shares that are issuable upon the conversion of the principal amount, together with the accrued but unpaid interest, of the convertible notes issued to UBA. Mallya may be deemed to be a beneficial owner of UBA and Inversiones because each such entity is owned by a foreign entity, the ownership of which is controlled by fiduciaries who may exercise discretion in favor of Mallya among others. Accordingly, Mallya may be deemed to have shared power to dispose of these shares. - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,821,409 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| N.A. - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 78.6% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 United Breweries of America, Inc., a Delaware corporation (the "Reporting Person") and Dr. Vijay Mallya ("Mallya") hereby amend the single joint statement on Schedule 13D as amended by Amendments No. 1, 2, 3, 4, 5, 6, 7, and 8 (collectively the "Schedule 13D") filed with the Securities and Exchange Commission with respect to certain shares of common stock ("Common Stock"), no par value, and certain convertible notes of Mendocino Brewing Company, Inc. (the "Issuer"), as follows: Item 3. Source and Amount of Funds or Other Consideration. The sixth paragraph of Item 3 is amended to read, in its entirety, as follows: The Reporting Person agreed at a regularly scheduled meeting of the Board of Directors of the Issuer, to increase the maximum principal amount of the existing credit facility from $1,200,000 to $1,600,000. All of the other terms and conditions of the credit facility shall remain the same. On April 28, 2000, September 11, 2000, September 30, 2000, December 31, 2000, February 12, 2001, and July 1, 2001 the Issuer made draws of the credit facility in the amounts of $151,317.59, $300,000, $19,938, $5,031, $317,677.94, and $6,279.54, respectively. On February 14, 2002, The Reporting Person and the Issuer entered into an Extension of Term of Notes Under Master Line of Credit Agreement, as amended in August of 2002 and March of 2003 (the "Extension Agreement"). Pursuant to the Extension Agreement, the terms of all of the notes made under the credit facility have been extended until June 30, 2003. Accrued but unpaid interest on such notes totals $335,016 as of February 28, 2003. Accordingly, the aggregate amount drawn on the credit facility as shown in this paragraph and the paragraph immediately preceding it, together with accrued interest thereon, is equal to $1,850,387 as of February 28, 2003. Item 5. Interest in Securities of the Issuer. The first paragraph of Item 5(a) is amended to read, in its entirety, as follows: (a) See responses to Rows 7, 8, 9, and 10 for each of the Reporting Person and Mallya. As of February 28, 2003, the Reporting Person beneficially owns 4,321,409 shares of the Issuer's Common Stock, which constitute approximately 34.6% of the Issuer's outstanding Common Stock. Inversiones is the beneficial owner of 5,500,000 shares of the Issuer's Common Stock. Mallya may be deemed to have a shared power to vote and dispose of 9,821,409 shares of the Issuer's Common Stock because approximately 97% of the Reporting Person is owned by a foreign corporation, and the shares of such foreign corporation and Inversiones are controlled by fiduciaries who may exercise discretion in favor of Mallya amongst others. The 9,821,409 shares constitute approximately 78.6% of the outstanding Common Stock. Item 7. Material to be Filed as Exhibits. 1. Extension of Term of Notes Under Master Line of Credit Agreement, dated February 14, 2002, between the Reporting Person and the Issuer. Such Extension of Term of Notes Under Master Line of Credit Agreement is incorporated herein by reference. 2. First Amendment to Extension of Term of Notes Under Master Line of Credit Agreement, dated August 15, 2002, between the Reporting Person and the Issuer. Such First Amendment to Extension of Term of Notes Under Master Line of Credit Agreement is incorporated herein by reference. 3. Second Amendment to Extension of Term of Notes Under Master Line of Credit Agreement, dated March 31, 2003, between the Reporting Person and the Issuer. Such Second Amendment to Extension of Term of Notes Under Master Line of Credit Agreement is incorporated herein by reference. 4 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. March 31, 2003 UNITED BREWERIES OF AMERICA, INC. By: /s/ Dr. Vijay Mallya --------------------------------- Name: Dr. Vijay Mallya Title: Chairman and Chief Executive Officer DR. VIJAY MALLYA /s/ Dr. Vijay Mallya --------------------------------- Dr. Vijay Mallya ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
Found on Sequentially Exhibit No. Numbered Pages - ----------- -------------- 1. Extension of Term of Notes Under Master Line of Credit Agreement dated February 14, 2002 6 2. First Amendment to Extension of Term of Notes Under Master Line of Credit Agreement dated August 15, 2002 10 3. Second Amendment to Extension of Term of Notes Under Master Line of Credit Agreement dated March 31, 2003 12
5 EX-1 3 d54506_ex-1.txt EXTENSION OF TERM OF NOTES EXHIBIT 1 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. 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 6 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 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. 7 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 ------------------------- --------------------------- 8 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.
9 EX-2 4 d54506_ex-2.txt FIRST AMENDMENT TO EXTENSION OF TERM OF NOTES EXHIBIT 2 FIRST AMENDMENT TO EXTENSION OF TERM OF NOTES UNDER MASTER LINE OF CREDIT AGREEMENT This First Amendment to Extension of Term of Notes under Master Line of Credit Agreement (this "Amendment") is made and entered into as of November 13, 2002, effective as of August 15, 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 an Extension of Term of Notes Under Master Line of Credit Agreement dated February 14, 2002 (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 15, 2002. B. Lender agreed not to take any action against Borrower with respect to the Notes during the period beginning on the Effective Date and ending on the date hereof, for so long as the parties were negotiating the terms of the Amendment. C. Subject to the terms and conditions of this Amendment, the parties wish to further extend the terms of certain of the Notes. D. 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. 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 13 on Exhibit A, effective as of the maturity date of each respective Note, for a period of time ending on March 31, 2003. 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. 10 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 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 ------------------------- --------------------------- 11 EX-3 5 d54506_ex-3.txt SECOND AMENDMENT TO EXTENSION OF TERM OF NOTES EXHIBIT 3 SECOND AMENDMENT TO EXTENSION OF TERM OF NOTES UNDER MASTER LINE OF CREDIT AGREEMENT This Second Amendment to Extension of Term of Notes under Master Line of Credit Agreement (this "Amendment") is entered into and effective as of March 31, 2003 (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 (the "Original Agreement"), which provides that the terms of certain of the Notes made by Borrower in favor of Lender shall be extended until March 31, 2003. B. Subject to the terms and conditions of this Amendment, the parties 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. 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 13 on Exhibit A, effective as of the maturity date of each respective Note, for a period of time ending on June 30, 2003. 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 12 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 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 ------------------------- --------------------------- 13 -----END PRIVACY-ENHANCED MESSAGE-----