EXHIBIT 10.21
SECOND AMENDMENT TO
LOAN RESTRUCTURING AGREEMENT
THIS SECOND AMENDMENT TO LOAN RESTRUCTURING AGREEMENT (this "Second
Amendment") is effective as of January 31, 2000, 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.
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A. Lender, Guarantor and Borrower are parties to a Loan Restructuring
Agreement dated November 18, 1998, as amended by the First Amendment
dated November 1998 (the "Loan Agreement"), pursuant to which, among
other things, Borrower has executed and delivered to Lender a
$2,100,000 promissory note. Terms with initial capitals, if not
otherwise defined herein, shall have the meanings given them in the
Loan Agreement.
B. The BNW Credit Line has been paid and has terminated, resulting in the
termination of the Guarantee, the Pledge Agreement, the Reimbursement
Agreement, and the Guarantor's interest in the Assignment of Interest
under Security Agreement, the Security Instruments and the Loan
Agreement.
C. The parties desire to amend the Loan Agreement as provided in this
Second Amendment.
Agreement.
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NOW THEREFORE, in consideration of the premises and of the mutual covenants
contained herein, the parties agree:
1. Amended Note. The Term Note shall be replaced with Borrower's Amended
Promissory Note in the form of Exhibit A1, wherein the principal
amount of the Amended Promissory Loan will increase to $2,500,000, and
the Maturity Date of the Amended Promissory Note will extend to April
1, 2001.
All references in the Loan Agreement to the Term Note will refer to
and be replaced with the Amended Promissory Note.
2. Borrower's Covenant. Lender and Guarantor consent to the following
transactions:
(a) The Borrower borrowing up to $1,000,000 from Washington Mutual
Bank, doing business as Western Bank and secured by Borrower's
accounts receivable, chattel paper, inventory and general
intangibles.
(b) The Borrower purchasing certain assets from Xxxxx Brewing Company
in accordance with an Asset Purchase Agreement dated as of
January 31, 2000 and granting a security interest to Xxxxx
Brewing Company in the intellectual property purchased from Xxxxx
Brewing Company to secure certain obligations contained in the
Asset Purchase Agreement.
(c) The Borrower selling certain equipment in the amount of $69,000
to affiliates and entering into a leaseback arrangement with
respect to the equipment.
(d) The Borrower purchasing the stock of Harco Products, Inc. in
accordance with the terms of a Stock Purchase Agreement dated as
of October 31, 1999 among the Borrower as the Buyer and R. Xxxxx
XxxXxxxxxxx, Xxxxxx X. XxxXxxxxxxx, Xxxx X. Xxxxxxxxx, and Xxxxxx
X. and Xxxx X. XxxXxxxxxxx, Trustees of the MacTarnahan Family
Trust U/A/D 4/13/94 as the Sellers.
3. Borrower's Confirmation. The Borrower confirms that Lender has a
security interest in the collateral described in XXX-0 Xxxxxxxxx
Xxxxxxxxx Xx. X00000, filed on December 25, 1995, including all of
Borrower's brands.
4. Guarantor's Acknowledgement. Guarantor acknowledges (a) that the BNW
Credit Line has been paid and the Guarantor is released and discharged
from all obligations under the Guaranty and Pledge Agreement; (b) that
each of the Reimbursement Agreement, and Guarantor's interest in the
Assignment of Interest under Security Agreement, Security Instruments
and the Loan Agreement has terminated; (c) that all references in the
Loan Agreement to the Guarantor, the Guaranty, the Pledge Agreement,
the Reimbursement Agreement and Guarantor's interest in the Assignment
of Interest under Security Agreement, Security Instruments and the
Loan Agreement will be disregarded and will have no further effect;
(d) that the Guarantor has no further interest or rights under the
specified documents; and (e) that neither the Lender nor the Borrower
need obtain the Guarantor's consent for any further transactions
involving the Loan Agreement.
5. Amendment. References to the Loan Agreement shall mean the Loan
Agreement as the same has been amended by this Second Amendment.
6. Ratification. Except as amended by this Second Amendment, the Loan
Agreement and documents related to the Loan 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 manager
By: /s/ XXXXXX X. XXXXXXXXXXX
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Name: Xxxxxx X. XxxXxxxxxxx
Title: President
XXXXXX MILL & LOGGING SUPPLY CO.,
an Oregon corporation
By:/s/ XXXXXX X. XXXXXXXXXXX
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Name: Xxxxxx X. XxxXxxxxxxx
Title: President
PORTLAND BREWING COMPANY, an Oregon corporation
By: /s/ XXXXXXX X. XXXXX
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Name: Xxxxxxx X. Xxxxx
Title: President and Chief Executive Officer
