SIXTH AMENDMENT
TO
EXTENSION OF TERM OF
NOTES UNDER MASTER LINE OF CREDIT AGREEMENT
This Sixth Amendment to Extension of Term of
Notes under Master Line of Credit Agreement (this "Amendment") is
entered into to be effective as of December 31, 2006 (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, August 14, 2004 and
August 31, 2005 (the "Original Agreement"), which provides
that the terms of certain of the Notes made by Borrower in favor of
Lender shall be extended until December 31, 2006.
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 bef
