Exhibit 10.27
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
CAPITAL CROSSING BANK
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇.,
Senior Vice President
Capital Crossing Bank
Loan #1330021-10211
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(Space above this line for Recorder's use)
NAME OF THE TRANSACTIONS AND DOCUMENT:
-------------------------------------
MODIFICATION TO DEED OF TRUST AND LOAN DOCUMENTS
FIRST PARTY:
-----------
1. PORTLAND BREWING BUILDING, L.L.C.,
an Oregon limited liability company
2. PORTLAND BREWING COMPANY, an Oregon corporation
3. CAPITAL CROSSING BANK,
a Massachusetts chartered banking institution
SECOND PARTY:
------------
1. PORTLAND BREWING BUILDING, L.L.C.,
an Oregon limited liability company
2. PORTLAND BREWING COMPANY, an Oregon corporation
3. CAPITAL CROSSING BANK,
a Massachusetts chartered banking institution
Assessor's Tax Account Number(s) for the Property:
R94129-1150 and R94129-1151.
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
CAPITAL CROSSING BANK
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇.,
Senior Vice President
Capital Crossing Bank
Loan #1330021-10211
--------------------------------------------------------------------------------
(Space above for Recorder's use)
MODIFICATION TO
---------------
DEED OF TRUST AND LOAN DOCUMENTS
--------------------------------
DATED: September 19, 2001
BY: PORTLAND BREWING BUILDING, L.L.C.,
an Oregon limited liability company
whose address is:
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ BORROWER
AND: PORTLAND BREWING COMPANY, an Oregon corporation
whose address is:
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ TRANSFEREE
IN FAVOR
OF: CAPITAL CROSSING BANK,
a Massachusetts chartered banking institution
whose address is:
c/o ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇.,
Senior Vice President ▇▇▇▇▇▇
By assignment from BANK OF AMERICA NATIONAL TRUST & SAVINGS
ASSOCIATION, as the original lender/payee (the "Original Lender"), ▇▇▇▇▇▇ holds
the loan and security instruments in connection with a secured mortgage loan
made to Borrower in the original principal amount of $1,200,000 (the "Loan")
secured by certain property in Multnomah County, in the State of Oregon (the
"Property"), known as "▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇," and described as
follows:
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The Real Property described in that certain Commercial Deed of
Trust, Security Agreement and Fixture Filing with Assignment
of Leases and Rents by ▇▇▇▇▇▇▇▇ as grantor in favor of
Original Lender as beneficiary, recorded on October 22, 1996,
as Recorders Fee No. 96159866, Official Records of Multnomah
County, Oregon (the "Trust Deed"). The Property Tax Account(s)
for such property is/are: R94129-1150 and R94129-1151.
▇▇▇▇▇▇▇▇ has requested ▇▇▇▇▇▇'s consent to a transfer of the
Property to Transferee in consideration of the issuance of certain stock of
Transferee to Borrower.
The Loan was made pursuant to a Standing Loan Agreement
between Original Lender and Borrower dated as of October 18, 1996 ("Loan
Agreement"). The Loan is evidenced by a Promissory Note dated October 18, 1996
(the "Note"). The Loan is also evidenced or secured by: (i) the Trust Deed
referenced above, (ii) security interests created by the Trust Deed, and as may
be evidenced by financing statements filed with the Secretary of State of the
State of Oregon and in Multnomah County, (iii) certain Loan guaranty instruments
(each a "Guaranty" and, collectively, the "Guaranties"), each of which is named
a Guaranty of Payment and Performance, signed by each of MacTarnahan Limited
Partnership, an Oregon limited partnership ("MLP"), Electra Partners, Inc., an
Oregon corporation ("Electra"), ▇▇▇▇▇▇ Mill and Logging Supply Co., dba ▇▇▇▇▇▇
Co., an Oregon corporation ("▇▇▇▇▇▇"), ▇▇▇▇▇ ▇. ▇▇▇▇▇ ("PFA"), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
("CAA"), ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. ("HMW"), ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ("PMW"), ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ("RMT"), and L & L Land, an Oregon general partnership ("L&L"), as
guarantors of the Loan (MLP, Electra, ▇▇▇▇▇▇, PFA, CAA, HMW, PMW, RMT and L&L
are each a "Guarantor" and, collectively, the "Guarantors"), (iv) any opinion
letter from ▇▇▇▇▇▇▇▇'s counsel, and any other certificate or instrument signed
by Borrower and/or any Guarantor, that was delivered in connection with the Loan
(collectively, all of the foregoing, as supplemented, are the "Loan
Instruments"). In addition, Borrower and each Guarantor executed and delivered
to Lender a Certificate and Indemnity Agreement Regarding Building Laws and
Hazardous Substances (the "Indemnity Agreement").
This MODIFICATION TO DEED OF TRUST AND ASSIGNMENT OF RENTS AND
LEASES ("Agreement") is being executed to evidence ▇▇▇▇▇▇'s consent to the
transfer to Transferee and to the continuation of the Loan on the Property,
pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, FOR VALUE RECEIVED, the undersigned hereby
agree with ▇▇▇▇▇▇ as follows:
1. Incorporation of Recitals; Certain Definitions. As used below, the
"Property" means the "Property" as defined and described in the Trust Deed. Any
capitalized terms not otherwise defined in this Agreement shall have the meaning
set forth in the Trust Deed. The recitals are incorporated as part of the body
of this instrument.
2. Consent to Transfer to Transferee; No Release. Upon satisfaction of
the terms and conditions of this Agreement, ▇▇▇▇▇▇ hereby consents to and
approves the transfer of the
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Property and ▇▇▇▇▇▇▇▇'s interest in any additional Collateral as described in
the Trust Deed to Transferee, as encumbered by the lien, security interests,
fixture filing, and assignment of leases and rents as set forth in the Trust
Deed, without affecting in any manner the restrictions and requirements of the
Trust Deed and other Loan Instruments with respect to any further or additional
transfer (other than to Transferee). Except for ▇▇▇▇▇▇'s interests under the
Loan Instruments, there will be no other or additional mortgage, deed of trust,
or other subordinate lien or financial encumbrance against the Property.
Notwithstanding any provision to the contrary in the Trust Deed or any other
agreement, any future or additional transfer or assignment by Transferee or in
the beneficial interests in Transferee will be subject to the provisions of the
Trust Deed related to "Accelerating Transfers" (Section 17) and shall permit
Lender to adjust the interest rate on the Loan and charge processing and
assumption fees and charges for reimbursements of costs, in the same manner as
if the transfer of the Property were by the original grantor under the Trust
Deed.
Contemporaneously herewith, Borrower and/or Transferee have made (or
will make) an additional payment to Lender in reduction of the principal balance
of the Note, in the amount of ONE HUNDRED THOUSAND AND NO/100THS DOLLARS
($100,000,00). Such payment will be in addition to the regular monthly payments
that are payable on the Note, and will not affect any other monthly payment or
installment required under the terms of the Note (except only as it may reduce
the principal balance remaining). Payment of the amount under this paragraph has
been mutually agreed to between the parties as a "one time only" principal
reduction that Lender is accepting without the imposition of a prepayment
penalty or prepayment charge and notwithstanding any other limitation in the
Note concerning prepayment, which remain in full force and effect as to any and
all payments (other than the payment of $100,000 described above).
Effective at closing of the transfer to Transferee evidenced by the
recordation of the deed conveying fee title to Transferee, Transferee assumes
and agrees to perform and comply with all of the terms and conditions in the
Loan Instruments and Indemnity Agreement (as modified by this Agreement), in the
same manner as if Transferee had been the original maker and obligor of the Loan
Instruments and Indemnity Agreement (as modified by this Agreement). Neither
Borrower nor any Guarantor is released from the performance of any obligation
under the Loan Instruments or Indemnity Agreement. Borrower, Transferee, and
each Guarantor ratify and confirm that they are jointly and severally,
personally liable under the Note and other Loan Instruments and under the
Indemnity Agreement.
3. Maturity Date. The maturity date of the Note, and for the
obligations secured by the Trust Deed, remains unchanged and will continue to be
November 1, 2003.
4. Documents Delivered in Connection with Transfer. In connection with
such Loan Instruments, Indemnity Agreement and transfers, Borrower and
Transferee and each Guarantor are executing this Agreement, and Transferee is
executing one or more additional documents in favor of Lender (all of such
documents and this Agreement are the "Additional Documents"). The Additional
Documents will include UCC-1 and UCC-1A financing statements in the name of
Transferee as debtor ("UCC Financing Statements"), which will be filed in
connection with the execution of this Agreement The undersigned do hereby
warrant and acknowledge to Lender that the Loan Instruments, Indemnity Agreement
and the Additional
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Documents in favor of Lender are good and valid and in all respects free from
all defenses as of the date hereof, both in law and in equity, and that any
person acquiring or purchasing such Loan Instruments, Indemnity Agreement and/or
Additional Documents in connection therewith or otherwise acquiring any interest
therein, may do so in reliance upon the truth of the matters herein recited.
5. Fees, Costs and Title Insurance. To obtain ▇▇▇▇▇▇'s consent and
facilitate this transaction, the parties have agreed to pay to Lender a
processing/assumption fee of $2,500, which will be paid on or before the date
this Agreement is recorded. The parties will be responsible for all costs
incurred in this transaction, including (without limitation) recording and
filing fees in connection with this transaction and ▇▇▇▇▇▇'s reasonable
attorneys' fees (estimated at $1,350), in connection with this Agreement, the
Additional Documents, and the consummation of this transaction. Borrower and/or
Transferee will be responsible for paying the costs of endorsements to ▇▇▇▇▇▇'s
mortgagee's title policy insuring the continued priority of the Trust Deed as
supplemented by this Agreement, as a first lien on the Property, and that such
title policy is not impaired by this Agreement. Such endorsements will be
obtained at the time of the recordation of this instrument. Transferee will
provide to Lender a certified true copy of the deed from Borrower to Transferee
and evidence of the filing of the UCC Financing Statements. The filed UCC
Financing Statements (or confirmation of filing) will be returned to Lender,
after they are filed in the appropriate office.
6. Various State Law Provisions and Representations.
6.1 Purpose of Transaction. Each of Borrower, Guarantor and
Transferee warrants that it is engaging in this transaction exclusively for
business, commercial or investment purposes.
6.2 Oregon Statutory Notice Concerning Insurance. Effective
January 1, 1996, Chapter 313 of Oregon Laws 1994 amends ORS 746.201 to require
that in loans in which the lender has the right to purchase insurance in the
event the borrower fails to carry insurance, the loan document must contain a
warning in substantially the following form in 10-point type:
"WARNING
"Unless you provide us with evidence of the insurance
coverage as required by our contract or loan agreement, we may
purchase insurance at your expense to protect our interest.
This insurance may, but need not, also protect your interest.
If the collateral becomes damaged, the coverage we purchase
may not pay any claim you make or any claim made against you.
You may later cancel this coverage by providing evidence that
you have obtained property coverage elsewhere.
"You are responsible for the cost of any insurance
purchased by us. The cost of this insurance may be added to
your contract or loan balance. If the cost is added to your
contract or loan balance, the interest rate on the underlying
contract or loan
4
will apply to this added amount. The effective date of
coverage may be the date your prior coverage lapsed or the
date you failed to provide proof of coverage.
"The coverage we purchase may be considerably more
expensive than insurance you can obtain on your own and may
not satisfy any need for property damage coverage or any
mandatory liability insurance requirements imposed by
applicable law."
6.3 Oregon Statutory Notice Concerning Written Agreements.
UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY ▇▇▇▇▇▇▇
AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT
FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S
RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY ▇▇▇▇▇▇▇ TO
BE ENFORCEABLE.
7. Secured Obligations. The Loan Instruments, as supplemented, secure
the prompt payment and performance, when due, of all obligations of the
maker/borrower/grantor under all such Loan Instruments. Each of Borrower, the
Guarantors, and Transferee affirms and reaffirms to Lender each of the
representations, warranties, covenants and agreements of the
maker/borrower/grantor set forth in the Loan Instruments, as supplemented, with
the same force and effect as if each were separately stated in and made as of
the date of this Agreement. Each person liable on the Indemnity Agreement and
Transferee affirms and reaffirms to Lender each of the representations,
warranties, covenants and agreements of the indemnitor set forth in the
Indemnity Agreement, as supplemented, with the same force and effect as if each
were separately stated in and made as of the date of this Agreement.
8. General Provisions.
8.1 Representations of Parties to Lender. Borrower, Guarantors
and Transferee (hereinafter sometimes referred to individually as an "Obligor"
and collectively as "Obligors") each hereby ratifies, affirms, reaffirms,
acknowledges, confirms and agrees that: (i) the original Note, Trust Deed, and
other Loan Instruments and Indemnity Agreement (as modified by this Agreement)
represent the legal, valid, binding and enforceable obligations of such parties
(as applicable); (ii) the balance of the Loan as of August 20, 2001 is/was
$1,078,853.16, plus accrued but unpaid interest; (iii) there are no existing
claims, defenses, personal or otherwise, or rights of setoff whatsoever
available to such parties with respect to any of such instruments or the Loan;
and (iv) no event has occurred and no condition exists which would constitute a
default under such instruments or this Agreement, either with or without notice
or lapse of time, or both.
8.2 Ratification. Except as specifically modified pursuant to
this Agreement, all the terms and provisions of the Loan Instruments and
Indemnity Agreement are hereby ratified and reaffirmed.
5
8.3 No Relinquishment of Liens. This Agreement shall in no way
act as a release or relinquishment of the original liens, security interests and
rights (collectively called the "Liens") securing payment of the Note, as
amended, including without limitation the Liens created by the Trust Deed. The
Liens are hereby renewed, extended, ratified and confirmed in all respects.
8.4 Full Force and Effect. This Agreement and the Loan
Instruments and Indemnity Agreement are in full force and effect, and nothing
contained in this Agreement shall be construed as modifying such documents,
except as specifically provided pursuant to this Agreement.
8.5 Applicable Law. This Agreement has been executed and
delivered in the state of Oregon. The law of the State of Oregon shall be
applicable for the purpose of construing and determining the validity of this
Agreement.
8.6 Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement.
8.7 Waivers; Transferability. Each of the Obligors hereby
waives notice of any and every sale, pledge, assignment or transfer of said Loan
Instruments, Indemnity Agreement and other Additional Documents. This Agreement
is made for the purpose of better enabling the legal holder or holders of said
Loan Instruments, Indemnity Agreement and/or Additional Documents to sell,
pledge or otherwise dispose of same, freely at any time, and so as to insure the
transferee or transferees, pledgee or pledgees thereof against any claim of
defense thereto as of the date hereof by any Obligor thereon, and its heirs,
personal representatives or assigns.
8.8 Venue and Jurisdiction. In connection with the Loan
Instruments, the Indemnity Agreement, this Agreement and the other Additional
Documents, EACH OBLIGOR AND EACH OTHER PERSON NOW OR AT ANY TIME THEREAFTER
LIABLE, WHETHER PRIMARILY OR SECONDARILY, HEREUNDER HEREBY AGREES TO THE VENUE
AND JURISDICTION OF ANY COURT IN THE STATE OF OREGON REGARDING ALL ACTIONS,
PROCEEDINGS OR OTHER MATTERS ARISING DIRECTLY OR INDIRECTLY HEREUNDER, AND
HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL
JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE
GRANTING OF SUCH LEGAL OR EQUITALE RELIEF AS IS DEEMED APPROPRIATE BY SUCH
COURT. EACH OBLIGOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND
OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSSED TO THE OBLIGOR CARE OF THE GRANTOR'S ADDRESS FOR NOTICES PURPOSES
PURSUANT TO THE TRUST DEED AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED
UPON THE EARLIER OF ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN
THE U.S. MAILS, PROPER POSTAGE PREPAID.
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8.9 Consideration for Transfer. Each Obligor acknowledges and
agrees that there is valuable consideration for their execution of this
instrument. Any and all reserves or funds held by ▇▇▇▇▇▇ in connection with the
Loan will be deemed transferred to Transferee upon the assumption of the Loan as
evidenced by this instrument. Lender is assuming no responsibility or obligation
to verify the payment or transfer of consideration between Borrower and
Transferee, nor the adequacy or sufficiency thereof, nor for compliance with
applicable state and federal statutes with respect thereto. The actual
consideration between Borrower and Transferee for transfer of the Property is
the sole responsibility of such parties (and not of Lender), and Lender will
have no obligation or liability with respect thereto.
8.10 Further Assurances. In connection with the transfer to
and assumption by Transferee, the parties will provide such further assurances
as may be reasonably required by Lender in order to carry out the parties'
intent and agreement as set forth in this Agreement. From and after the date of
its acquisition of the Property, Transferee will provide financial and other
reports, documents, statements, notices and information as required pursuant to
the Loan Agreement (Section 2.6 and other provisions of the Loan Agreement,
incorporated herein by this reference) and other Loan Instruments, in the same
manner as required of Borrower as provided therein.
8.11 Joint and Several Liability. All obligations of Borrower,
Transferee and each Guarantor under the Loan Instruments, Indemnity Agreement,
this Agreement and the other Additional Documents are joint and several.
8.12 Excluded Collateral. The Trust Deed and other Loan
Instruments and the UCC financing statement filed in connection with this
Agreement will encumber all of the "Property" (as defined in the Trust Deed)
that Transferee acquires from Borrower, and any after-acquired Property that is
used in connection with the operation of the Improvements as such (e.g., heating
ventilation and air conditioning systems, health and safety systems, facilities
used to provide utility services, parking facilities, garbage disposal and other
building systems), but will not encumber the presently owned or after-acquired
furniture, fixtures, and equipment ("FF&E"), personal property and other
operating assets of Transferee that (a) were not acquired by Transferee from
Borrower by deed, and (b) are used in connection with the operation of business
by Transferee at the Property (the "Excluded Business Collateral").
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IN WITNESS WHEREOF, this instrument has been duly executed as
of the date and year first written above.
TRANSFEREE: PORTLAND BREWING COMPANY, an Oregon corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------------
Name (printed): ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
STATE OF OREGON )
)ss.
County of Multnomah )
On this 17 day of September, 2001, before me personally appeared ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, who being by me duly sworn, did say that he/she is the President of
PORTLAND BREWING COMPANY, an Oregon corporation, and did acknowledge the due
execution of the foregoing instrument by him/her in behalf of said entities, by
authority duly given, and acknowledged the said instrument to be their act and
deed.
IN WITNESS WHEREOF I have hereunto set my hand and affixed by
official seal the day and year first above written.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------
Notary Public in and for OREGON
My commission expires: 4/10/05
BORROWER: PORTLAND BREWING BUILDING, L.L.C.,
an Oregon limited liability company
By: MACTARNAHAN LIMITED PARTNERSHIP, an
Oregon limited partnership, as Member
By: ▇▇▇▇▇▇ MILL AND LOGGING SUPPLY CO.,
DBA ▇▇▇▇▇▇ CO., an Oregon corporation, its
General Partner
By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇▇▇▇
-------------------------------------------
▇.▇. ▇▇▇▇▇▇▇▇▇▇▇, its President
By: ELECTRA PARTNERS, INC.
an Oregon corporation, as Member
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, its President
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EXISTING GUARANTORS:
GUARANTOR: MACTARNAHAN LIMITED PARTNERSHIP, an
Oregon limited partnership
By: ▇▇▇▇▇▇ MILL AND LOGGING SUPPLY CO.,
DBA ▇▇▇▇▇▇ CO., an Oregon corporation, its
General Partner
By: /s/ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇
-----------------------------------------------
▇▇ ▇▇▇▇▇▇▇▇▇▇▇, its President
GUARANTOR: ELECTRA PARTNERS, INC.,
an Oregon corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, its President
GUARANTOR: L & L LAND, an Oregon general partnership
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇-Wall
-----------------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, its General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
-----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., its General Partner
GUARANTOR: ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
----------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., individually
GUARANTOR: ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇-Wall
----------------------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, individually
9
GUARANTOR: ▇▇▇▇▇▇ MILL AND LOGGING SUPPLY CO., DBA
▇▇▇▇▇▇ CO., an Oregon corporation
By: /s/ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇
-----------------------------------------------
▇▇ ▇▇▇▇▇▇▇▇▇▇▇, its President
GUARANTOR: ▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, individually
GUARANTOR: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, individually
GUARANTOR: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
----------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, individually
10
STATE OF OREGON )
)ss.
County of Multnomah )
On this 19 day of September, 2001, before me personally appeared ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇▇, who being by me duly sworn, did say that he/she is the President of
▇▇▇▇▇▇ MILL AND LOGGING SUPPLY CO., dba ▇▇▇▇▇▇ CO., an OREGON corporation, as
the General Partner of and on behalf of MACTARNAHAN LIMITED PARTNERSHIP, an
Oregon limited partnership, as Member of and on behalf of PORTLAND BREWING
BUILDING, L.L.C., an Oregon limited liability company, and did acknowledge the
due execution of the foregoing instrument by him/her in behalf of said entities,
by authority duly given, and acknowledged the said instrument to be their act
and deed.
IN WITNESS WHEREOF I have hereunto set my hand and affixed by
official seal the day and year first above written.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------
Notary Public in and for OREGON
My commission expires on: 4/10/05
STATE OF OREGON )
)ss.
County of Multnomah )
On this 19 day of September, 2001, before me personally appeared ▇. ▇.
▇▇▇▇▇▇▇▇▇▇▇, who being by me duly sworn, did say that he/she is the President of
▇▇▇▇▇▇ MILL AND LOGGING SUPPLY CO., dba ▇▇▇▇▇▇ CO., an Oregon corporation, as
the General Partner of and on behalf of MACTARNAHAN LIMITED PARTNERSHIP, an
Oregon limited partnership, as Guarantor, and did acknowledge the due execution
of the foregoing instrument by him/her in behalf of said entities, by authority
duly given, and acknowledged the said instrument to be their act and deed.
IN WITNESS WHEREOF I have hereunto set my hand and affixed by
official seal the day and year first above written.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------
Notary Public in and for OREGON
My commission expires on: 4/10/05
11
STATE OF OREGON )
)ss.
County of Multnomah )
On this 19 day of September, 2001, before me personally appeared ▇. ▇.
▇▇▇▇▇▇▇▇▇▇▇, who being by me duly sworn, did say that he/she is the President of
▇▇▇▇▇▇ MILL AND LOGGING SUPPLY CO., dba ▇▇▇▇▇▇ CO., an Oregon corporation, as
the Guarantor, and did acknowledge the due execution of the foregoing instrument
by him/her in behalf of said entities, by authority duly given, and acknowledged
the said instrument to be their act and deed.
IN WITNESS WHEREOF I have hereunto set my hand and affixed by
official seal the day and year first above written.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------
Notary Public in and for OREGON
My commission expires on: 4/10/05
STATE OF OREGON )
)ss.
County of Multnomah )
On this 17 day of September, 2001, before me personally appeared ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, who being by me duly sworn, did say that he/she is the President of
ELECTRA PARTNERS, INC., an Oregon corporation, as Member of and on behalf of
PORTLAND BREWING BUILDING, L.L.C., an Oregon limited liability company, and did
acknowledge the due execution of the foregoing instrument by him/her in behalf
of said entities, by authority duly given, and acknowledged the said instrument
to be their act and deed.
IN WITNESS WHEREOF I have hereunto set my hand and affixed by
official seal the day and year first above written.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------
Notary Public in and for OREGON
My commission expires on: 4/10/05
12
STATE OF OREGON )
)ss.
County of Multnomah )
On this 17 day of September, 2001, before me personally appeared ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, who being by me duly sworn, did say that he/she is the President of
ELECTRA PARTNERS, INC., an Oregon corporation, as Guarantor, and did acknowledge
the due execution of the foregoing instrument by him/her in behalf of said
entity, by authority duly given, and acknowledged the said instrument to be its
act and deed.
IN WITNESS WHEREOF I have hereunto set my hand and affixed by
official seal the day and year first above written.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------
Notary Public in and for OREGON
My commission expires on: 4/10/05
STATE OF OREGON )
)ss.
County of Multnomah )
On this 19 day of September, 2001, before me personally appeared ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., each of whom being by me duly sworn, did say that
they are General Partners of L & L LAND, an Oregon general partnership, and did
acknowledge the due execution of the foregoing instrument by him/her in behalf
of said general partnership, as a Guarantor, by authority duly given, and
acknowledged the said instrument to be their and its act and deed.
IN WITNESS WHEREOF I have hereunto set my hand and affixed by
official seal the day and year first above written.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------
Notary Public in and for OREGON #344244
My commission expires on: 4/10/05
STATE OF OREGON )
)ss.
County of Multnomah )
This instrument was acknowledged before me on Sept. 19, 2001, by ▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------
Notary Public in and for OREGON
My commission expires on: 4/10/05
13
STATE OF OREGON )
)ss.
County of Multnomah )
This instrument was acknowledged before me on 9/14, 2001, by ▇▇▇▇▇ ▇. ▇▇▇▇▇.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------
Notary Public for OREGON
My commission expires on: 11/9/04
STATE OF OREGON )
)ss.
County of Multnomah )
This instrument was acknowledged before me on 9/17, 2001, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------
Notary Public in and for OREGON
STATE OF OREGON )
)ss.
County of Multnomah )
This instrument was acknowledged before me on 9/19, 2001, by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------
Notary Public in and for OREGON
14
LENDER: CAPITAL CROSSING BANK,
a Massachusetts chartered banking institution
By: /s/ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇.
----------------------------------------
Name (printed): ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇.
Title: Senior Vice President
STATE OF MASSACHUSETTS )
)ss.
County of Suffolk )
On this __th day of September, 2001 before me personally appeared ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇., to me known to be the Senior Vice President of CAPITAL CROSSING
BANK, a Massachusetts chartered banking institution, the entity that executed
the within and foregoing instrument, and acknowledged said instrument to be the
free and voluntary act and deed of said entity, for the uses and purposes
therein mentioned, and on oath stated that he is authorized to execute said
instrument for and on behalf of such entity.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed by
seal the day and year first above written.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------
Notary Public in and for
My appointment expires:
[Notarial Seal or Stamp]
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Notary Public
My Commission Expires Feb. 8, 2002
15
