EXHIBIT 10.66
CIT
Business Credit
Ten South LaSalle Street 22nd Floor
Chicago, IL 60603-1097
[LOGO] CIT
July 1,
2004 VIA FACSIMILE
Mendocino Brewing Company, Inc. Releta Brewing Company LLC
1610 Airport Road 131 Excelsior Avenue
Ukiah, California 95482 Saratoga Springs, NY 12866
RE: Loan and Security Agreement dated as of September 24, 1998, as
amended (the "Loan Agreement") between Mendocino Brewing Company, Inc.
and Releta Brewing Company LLC (collectively, "Borrowers") and The CIT
Group/Business Credit, Inc., as successor to The CIT Group/Credit
]Finance, Inc. ("CIT")
Ladies and Gentlemen:
Reference is made to the Loan Agreement. Capitalized terms used in this
letter and not specifically defined herein shall have the meanings given to such
terms in the Loan Agreement.
This letter shall confirm the agreement of CIT and Borrowers to amend
the Loan Agreement to extend the Term 61 days and make certain other changes as
set forth herein. Accordingly, the Loan Agreement is hereby amended as follows:
1. SECTION 9J of the Loan Agreement is amended and restated in its
entirety to read as follows:
"9-1 Term. This Agreement shall only become effective upon
execution and delivery by Borrower and Lender and shall continue
in full force and effect through August 3 I, 2004."
2, The second sentence of SECTION 10.2(A) of the Loan Agreement is
amended and restated in its entirety to read as follows:
"The Initial Term Loan shall be repayable in immediately
available funds, in consecutive weekly installments by RBC, each
in the amount of Ten Thousand and xx/100 Dollars ($10,000),
commencing July 5, 2004 and on the Monday of each week
thereafter, provided, that notwithstanding the foregoing, the
then unpaid balance thereof shall be due and payable in full on
the date of the expiration the Term."
The Loan Agreement shall terminate and all Obligations shall be due and
payable in full on August 31, 2004. In consideration of CIT's agreement to
extend the date of expiration of the Term of the Loan Agreement, Borrowers agree
to pay to CTT a facility fee of $2500, which fee is fully earned by CIT on the
date hereof, and may be charged by CIT to Borrowers' revolving loan account
under the Loan Agreement as follows: $ 1250 on July 15, 2004 and $1250 on August
16, 2004.
Mendocino Brewing Company, Inc.
Releta Brewing Company LLC
July 1, 2004
Page 2
Except as expressly modified by this letter agreement, all of the terms
and provisions of the Loan Agreement shall remain in full force and effect, and
shall apply with such force and effect to this letter, and CIT expressly
reserves all rights, remedies, powers and privileges granted to CIT in the Loan
Agreement and in any other document executed in connection with the Loan
Agreement.
In order to induce CIT to agree to extend the Term and amend the Loan
Agreement in the manner set forth above, each Borrower hereby represents and
warrants to CIT that:
(a) the execution, delivery and performance by such Borrower of this
letter are within such Borrower's corporate power and has been duly authorized
by all necessary corporate action;
(b) this letter is a legal, valid and binding obligation of such
Borrower, enforceable against such Borrower in accordance with its terms; and
(c) no Event of Default exists as of the date hereof, and all of the
representations and warranties contained in the Loan Agreement are true and
correct as of the date hereof, except to the extent that such representations
and warranties relate solely to an earlier date, in which case such
representations and warranties were true and correct as of such earlier date.
THE VALIDITY, TERMS, PERFORMANCE AND ENFORCEMENT OF THIS LETTER SHALL BE
GOVERNED BY THE LAWS AND DECISIONS OF THE STATE OF ILLINOIS WHICH ARE APPLICABLE
TO CONTRACTS THAT ARE NEGOTIATED, EXECUTED, DELIVERED AND PERFORMED SOLELY IN
THE STATE OF ILLINOIS. This letter may be executed in any number of
counterparts, and each such counterpart is deemed to be an original, but all
such counterparts together constitute but one and the same letter. This letter
is binding upon each of Borrowers, CIT and their respective successors and
assigns, and inures to the benefit of each of Borrowers, CIT and their
respective successors and assigns.
Please acknowledge the agreement of Borrowers to the terms and
provisions of this letter by signing and returning this letter to CIT, at which
time the amendments to the Loan Agreement set forth above shall become
effective_ A signature page of this letter executed and transmitted via
facsimile shall be deemed an original for all purposes.
Very truly yours,
TILE C1T GROUPBUSINESS CREDIT, INC.
By: /s/ Scott Kennedy
Title: Vice President
Mendocino Brewing Company, Inc.
Releta Brewing Company LLC
July 1, 2004
Page 3
Agreed TO this 1st day of July, 2004:
MENDOCINO BREWING COMPANY, INC. RELETA BREWING COMPANY LLC
By: /s/ N Mahadevan By /s/ Yashpal Singh
Title CFO Title President