EXHIBIT 6.9
FIRST AMENDMENT TO
LOAN RESTRUCTURING AGREEMENT
THIS FIRST AMENDMENT TO LOAN RESTRUCTURING AGREEMENT (this "Agreement") is
made as of the 18th day of November, 1998, by and among the MACTARNAHAN LIMITED
PARTNERSHIP, an Oregon limited partnership ("Lender"), XXXXXX MILL & LOGGING
SUPPLY CO., an Oregon corporation ("Guarantor") and PORTLAND BREWING COMPANY, an
Oregon corporation ("Borrower").
RECITALS.
A. Lender, Guarantor and Borrower are parties a Loan Restructuring
Agreement of even date herewith (the "Loan Agreement"), pursuant to which, among
other things, Borrower has executed and delivered to Lender Borrower's
$2,100,000 promissory note and Borrower has executed and delivered to Guarantor
Borrower's reimbursement agreement. Terms with initial capitals, if not
otherwise defined herein, shall have the meanings given them in the Loan
Agreement.
B. By a Voting Agreement of even date herewith, certain of the
shareholders of the Borrower have agreed to vote their shares in accordance with
instructions given by a representative of Lender and Guarantor (the "Voting
Agreement"). As used in this Agreement, the term "MacTarnahan Parties" shall
have the meaning given it in the Voting Agreement, and the term "Voting Stock"
shall mean, at any given time, the issued voting capital stock of Borrower
outstanding at such time. Giving effect to the Voting Agreement, the
MacTarnahan Parties have the right to vote in excess of fifty percent (50%) of
the issued an outstanding voting capital stock (the "Voting Stock") in Borrower.
C. The parties desire to amend the Loan Agreement to provide that an
Event of Default shall exist thereunder if the MacTarnahans no longer have such
voting control.
AGREEMENT.
NOW THEREFORE, in consideration of the premises and of the mutual covenants
contained herein, the parties agree:
1. EVENTS OF DEFAULT. Section 8 of the Loan Agreement is hereby amended
to add the following as an additional event constituting an Event of the Default
thereunder: If at any time the MacTarnahan parties have the right to vote
(including, without limitation, by reason of Voting Stock ownership or by reason
of voting rights enjoyed under the Voting Agreement) fifty percent (50%) or less
of all Voting Stock.
2. NOTE AND REIMBURSEMENT AGREEMENT. References in the Note and
Reimbursement Agreement to the Loan Agreement shall mean the Loan Agreement as
the same has been amended hereby.
3. RATIFICATION. Except as amended hereby, the Loan Agreement, Note and
Reimbursement Agreement are ratified and confirmed in all respects.
In witness whereby, the parties have executed this Agreement by and through
their duly authorized officers as of the date and year first written above.
MACTARNAHAN LIMITED PARTNERSHIP,
an Oregon limited partnership
By: Xxxxxx Mill & Logging Supply Co., dba Xxxxxx Company,
its general partner
By: /s/ Xxxxxx X. XxxXxxxxxxx
-----------------------------
Name: Xxxxxx X. XxxXxxxxxxx
Title: President
XXXXXX MILL & LOGGING SUPPLY CO.,
an Oregon corporation
By: Xxxxxx X. XxxXxxxxxxx
Title: President
PORTLAND BREWING COMPANY,
an Oregon corporation
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxx
Title: President
