THIRD
AMENDMENT TO CONVERTIBLE PROMISSORY NOTE
MENDOCINO BREWING COMPANY, INC.
This
Third Amendment to Convertible Promissory Note (this
"Amendment") is effective as of June 30, 2007 by and
between
United Breweries of America, Inc., a
Delaware corporation ("Holder") and
Mendocino Brewing Company, Inc. ,
a California corporation (the "Company").
RECITALS
A.
The
Company issued a convertible promissory note (the "Note") to
Holder in the principal amount of Four Hundred Thousand
Dollars ($400,000) dated March 2, 2005.
B.
The
Holder and the Company entered into the First Amendment to
Convertible Promissory Note effective August 31, 2006 as
amended by the Second Amendment to Convertible Promissory Note
effective December 31, 2006, which provide that the term of
the Note made by the Company in favor of Holder was extended
until June 30, 2007.
C.
Subject
to the terms and conditions of this Amendment, the parties now
wish to further extend the term of the Note.
NOW,
THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which is hereby agreed, the parties agree
as follows:
1.
Extension of Term .
The first sentence of Paragraph 1 of the Note is hereby amended and
restated to read as follows:
"Mendocino
Brewing Company, Inc., a California corporation having its
principal office at 1601 Airport Road, Ukiah, California 95482
and any successor (the "Company"), for value received,
promises to pay to United Breweries of America, Inc., a
Delaware corporation or to its registered successors or
assigns (the "Holder") the principal sum of Four Hundred
Thousand Dollars ($400,000.00) on presentation and surrender
of this Convertible Note ("Note") on June 30, 2008 (the
"Maturity Date
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