NINTH AMENDMENT
TO
EXTENSION OF TERM OF NOTES
UNDER MASTER LINE OF CREDIT AGREEMENT
This Ninth Amendment to Extension of Term of
Notes under Master Line of Credit Agreement (this "Amendment") is
entered into to be effective as of June 30, 2009 (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, August 31, 2005, December 31,
2006, June 30, 2007 and June 30, 2008 (the "Original Agreement"),
which provides that the terms of certain of the Notes made by
Borrower in favor of Lender shall be extended until June 30,
2009.
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 o
