EXHIBIT 6.8
LOAN RESTRUCTURING AGREEMENT
THIS 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"), ▇▇▇▇▇▇ MILL & LOGGING SUPPLY CO.,
an Oregon corporation ("Guarantor") and PORTLAND BREWING COMPANY, an Oregon
corporation ("Borrower").
RECITALS.
A. Borrower is obligated to Lender, under and pursuant to that certain
Business Loan Agreement dated as of December 15, 1995, between Borrower and
Bank of America NT & SA, as amended (a) in six amendments numbered one
through five, and seven (a number six having never been executed), and dated
as of July 23, 1996, December 19, 1996, March 27, 1997, April 23, 1997,
November 24, 1997, and May, 1998, respectively, the lender's interest in
which was assigned to and assumed by Lender pursuant to an Assignment of
Interest under Loan Documents -Private, dated as of August 17, 1998 (the
"Assumption Agreement"), and as further amended (b) in that certain Credit
and Forbearance Agreement (the "Forbearance Agreement") between Borrower and
Lender dated August 17, 1998. Such Business Loan Agreement, as amended by the
documents listed in clauses (a) and (b), is herein referred to as the "Loan
Agreement."
B. Borrower is the maker of that certain $600,000.00 promissory note
given by Borrower to Lender, dated August 17, 1998 (the "Demand Note"). All
sums advanced by Lender to Borrower pursuant to the Forbearance Agreement, and
evidenced by such Demand Note, together with any and all interests and changes
thereon, have been paid and satisfied in full.
C. The Loan Agreement is secured by that certain Security Agreement
(Receivables, Inventory and Equipment) dated as of December 15, 1995 (the
"Security Agreement"), and by a UCC-1 Financing Statement recorded with the
Oregon Secretary of State on December 21, 1995, and a UCC-1A Financing Statement
recorded in Multnomah County on December 27, 1996 (together with the Security
Agreement, the "Security Instruments"), all of which were assigned to Lender
pursuant to the Assumption Agreement. The Loan Agreement and the Security
Instruments are herein together referred to as the "Loan Documents."
D. Under the Loan Documents Borrower is indebted to Lender under three
facilities, originally consisting of a revolving line of credit (the "Revolving
Line") and two fixed term loans (the "Term Loans"); all of such facilities are
due and payable on Lender's demand made any time on or after September 1, 1998.
E. Pursuant to the Forbearance Agreement, Lender agreed to forebear until
August 31, 1998, from exercising any remedies available to it under the Loan
Documents arising by reason of Borrower's existing defaults thereunder to enable
Borrower to pursue negotiations with other financial institutions to extend
credit to Borrower so that Borrower could pay and retire all or a portion of
Borrower's indebtedness to Lender.
F. Borrower has procured a $600,000 replacement facility for the
Revolving Line (the "BNW Credit Line") from Bank of the Northwest (the "Bank")
as evidenced by that certain note and credit agreement, each dated September 2,
1998, given by Borrower to the Bank (together, the "Bank Loan Documents").
G. By a Commercial Guarantee dated September 2, 1998 (the "Guarantee"),
given by Guarantor to the Bank, Guarantor has agreed to act as a primary
guarantor on the BNW Credit Line, as more particularly set forth in the
Guarantee and in the Bank Loan Documents. The Guarantee is secured by that
certain $600,000
Certificate of Deposit # 0109006895 issued by the Bank in the name of
Guarantor (the "CD") and pledged by Guarantor to the Bank under that certain
Assignment of Deposit Account dated September 2, 1998 (the "Pledge
Agreement"). Upon a default by Borrower in its obligations to the Bank under
the Bank Loan Documents, the Bank is entitled to redeem the CD and apply sums
payable upon such redemption to cure any default by Borrower in its
obligations under the Bank Loan Documents, which application will be in
discharge, in whole or in part, of Guarantor's obligations under the
Guarantee.
H. Borrower has requested that (i) Lender release and forever
discharge Borrower from its obligations evidenced by the Loan Agreement, in
exchange for Borrower's execution and delivery to Lender of Borrower's term
promissory note in the amount of $2,100,000.00, to be secured by the Security
Instruments, and (ii) Guarantor undertake to keep in effect, and perform its
obligations under, the Guarantee and Pledge Agreement. Lender is willing to
grant such release and discharge, and Guarantor is willing to make such
accommodations, subject, however, to the terms, and satisfaction of the
conditions, stated in this Agreement.
AGREEMENT.
NOW THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the parties agree:
1. BORROWER'S REPRESENTATIONS AND WARRANTIES. Borrower hereby
represents and warrants to and for the benefit of Lender and Guarantor, and
with the knowledge that Lender and Guarantor are relying hereon in entering
into this Agreement and granting the accommodations herein contained:
1.1 AGREEMENTS IN EFFECT; NO DEFAULTS. Except as set forth in
Schedule 1.1, the Loan Documents, and each of them, is in full force and
effect and unmodified.
1.2 OUTSTANDING OBLIGATIONS. Attached as Schedule 1.2 to this
Agreement is a true and correct summary of the current status of each of the
credit facilities outstanding under the Loan Documents, including, without
limitation, the outstanding principal balance of each such facility, the rate
at which interest is accruing thereunder, the amount of outstanding interest
accrued thereunder and the amount of any payment past due thereunder.
1.3 FINANCIAL STATEMENTS. The Company's financial statements,
consisting of the items listed in Schedule 1.3, dated as of September 30,
1998, in the forms previously provided to Lender and Guarantor, accurately
reflect the Company's financial status and results of operations as of the
date thereof and, except for (a) transactions in the normal course of
business occurring after such date and (b) transactions outside the normal
course of business after such date that have been approved by a vote of the
Company's Board of Directors at a duly convened meeting (or by a unanimous
written consent of the Board in lieu of such a meeting), such September 30,
1998, statements continue to reflect accurately the Company's financial
status and results of operations.
1.4 STOCK OWNERSHIP. There is issued and outstanding, and held of
record in the name of each shareholder identified in Schedule 1.4, that
number of shares of the Company's voting capital stock, or the right to
acquire that number of shares of the Company's voting capital stock, as is
set forth opposite such shareholder's name in said Schedule 1.4. The Company
acknowledges that each of the shareholders identified in said Schedule 1.4 is
a party to a Voting Agreement dated on or about the date of this Agreement
and executed by such Shareholders to and for the benefit of Lender and
Guarantor as a material inducement to Lender and Guarantor to enter into this
Agreement.
2. RELEASE.
2.1 BY LENDER. Subject to completion of the deliveries called for
in Section 4 and further subject to the succeeding sentence, this Agreement
shall be Lender's discharge and release of
Borrower from each and every obligation evidenced by the Loan Agreement, and
Lender shall make no demand on or claim against Borrower in respect of such
obligations. Nothing herein is intended, nor should it be construed, to
release or terminate the Security Instruments, each which shall remain in
full force and effect.
2.2 BY BORROWER. Subject to completion of the deliveries called
for in Section 4 and further subject to the succeeding sentence, this
Agreement shall be Borrower's discharge and release of Lender from each and
every obligation evidenced by or arising under the Loan Agreement, and
Borrower shall make no demand or claim against Lender in respect of such
obligations. Nothing herein is intended, nor should it be construed, to
release or terminate the Security Instruments, each of which shall remain in
full force and effect.
3. CREDIT ACCOMMODATIONS. Subject to completion of the deliveries
called for in Section 4, and provided that no Event of Default exists
hereunder or under the Reimbursement Agreement (defined at Section 4.1),
Guarantor shall maintain in effect, and shall duly and timely perform each of
its obligations under, the Guarantee and the Pledge Agreement, as and to the
extent necessary to cause the BNW Credit Line to remain available to the
Company for a term ending August 27, 1999.
4. DELIVERIES. Contemporaneously with execution and delivery of this
Agreement, and as a condition precedent to its efficacy:
4.1 BY BORROWER. Borrower shall execute and deliver:
(a) to Lender, Borrower's promissory note in the form of
Exhibit A, in the original principal amount of $2,100,000 (the "Term Note");
(b) to Guarantor, Borrower's Reimbursement Agreement in the
form of Exhibit B (the "Reimbursement Agreement").
4.2 BY LENDER. Lender shall:
(a) execute and deliver to Guarantor an Assignment of
Interest in Security Agreement in the form of Exhibit C;
(b) execute and cause to be filed with the Oregon Secretary
of State and Multnomah County Recorder a UCC-3 financing statement,
reflecting the assignment described in clause (a); and
(c) ▇▇▇▇ the Demand Note "Paid" and deliver the same to
Borrower.
5. SECURITY AGREEMENT. Borrower hereby acknowledges that (a) by the
Assignment of Interest in Security Agreement required to be executed and
delivered at Section 4.2(a), Lender has assigned to Guarantor an undivided
interest in Lender's rights and interest as the secured party under the
Security Agreement, (b) Lender and Guarantor are both secured parties under
the Security Agreement, each vested with full power and authority thereunder,
whether acting together or unilaterally, to exercise all rights and enjoy all
remedies afforded the secured party thereunder, (c) the Term Note, and all
amounts advanced, accruing or that might otherwise come due thereunder or
under this Agreement, constitute "Indebtedness" under Section 2 of the
Security Agreement and payment and performance thereof is therefore secured
by the Security Instruments, and (d) the Reimbursement Agreement, and all
amounts that come due thereunder from Borrower to Guarantor, constitute
"Indebtedness" under Section 2 of the Security Agreement and payment and
performance thereof is therefore secured by the Security Instruments.
6. BORROWER'S COVENANTS.
6.1 GRANT OF ADDITIONAL SECURITY INTERESTS. Except with Lender
and Guarantor's prior written consent, (a) Borrower shall not incur any
indebtedness other than (i) trade debt in the normal course of business and
in accordance with all agreements binding on Borrower, and (ii) the Term Note
and BNW Credit Line, and (b) Borrower shall not create, or suffer the
creation or existence of, any pledge, mortgage, lien, hypothecation or
assignment for security of any of its property or assets (including, without
limitation, the collateral under the Security Agreement), except that
Borrower may create or suffer to be created or exist the liens and
encumbrances described in Schedule 6.1 (the "Permitted Encumbrances").
6.2 MISREPRESENTATIONS. Borrower shall not make to Lender or
Guarantor, and Borrower shall not furnish to Lender or Guarantor any
certificate or other document that contains, any untrue statement of a
material fact, nor shall any such certificate or other document omit a
material fact necessary to make the statements made therein not misleading.
6.3 FINANCIAL STATEMENTS AND REPORTS.
6.3.1 FINANCIAL STATEMENTS. On or before March 31 of each
year, commencing March 31, 1999, Borrower shall deliver to Lender and
Guarantor Financial Statements (defined below) for the preceding year ended
December 31. On or before the tenth day of each October, January, April and
July, commencing upon execution of this Agreement for the report due October
10, 1998, or at such other times as Borrower, Lender and Guarantor may agree,
Borrower shall deliver to Lender and Guarantor interim Financial Statements
for the preceding calendar quarter together with Borrower's cash flow
projections for the ensuing twelve (12) months.
6.3.2 DEFINITION. "Financial Statements" shall in each
case be prepared in reasonable detail and in accordance with generally
accepted accounting principles applied consistently with past periods, if
pertaining to a fiscal year end shall be prepared and certified by Borrower's
independent public accountants, such certification to contain no
qualifications concerning the scope of the audit and only such other
qualifications as are reasonably acceptable to Lender and Guarantor, and
shall include Borrower's balance sheet, statements of income and expense, of
changes in equity, and of changes in financial position, cash flow, reserves,
and comparison to budget(s), in each case together with all notes and
schedules thereto.
6.4 PRESERVATION OF EXISTENCE. Borrower shall preserve and
maintain, and cause to be preserved and maintained, the existence, licenses,
rights, franchises and privileges of the Borrower, in the jurisdiction(s) of
its formation, and all material authorizations, consents, approvals, orders,
licenses, permits, or exemptions from, or registrations with, any
governmental agency that are necessary for the transaction of Borrower's
business.
6.5 COMPLIANCE WITH LAWS. Borrower shall comply with the
requirements of all applicable laws, and orders of any governmental agency,
noncompliance with which could materially and adversely affect the business,
operations or condition (financial or otherwise) of Borrower, or Borrower's
business or assets.
6.6 COMPLIANCE WITH AGREEMENTS, DUTIES AND OBLIGATIONS. Borrower
shall promptly and fully comply with all its agreements, duties and
obligations under any material agreements, indentures, leases or instruments
to which it is a party.
6.7 PAYMENT OF TAXES AND CLAIMS. Borrower shall pay, before they
become delinquent:
(a) All taxes, assessments and governmental charges or levies
imposed upon Borrower or any of the assets of Borrower; and
(b) All claims or demands of materialmen, mechanics,
carriers, warehousemen, landlords, and other like persons that, if unpaid,
might result in the creation of a lien upon the property or assets of
Borrower; PROVIDED, however, that none of the foregoing need be paid while
being contested in good faith so long as Borrower's title to, and its right
to use, its assets is not materially and adversely affected thereby, and so
long as adequate reserves are maintained for such claims.
6.8 INSPECTION. Borrower shall permit Lender and Guarantor, upon
reasonable notice to Borrower, to examine or audit Borrower's books of
account and records and to copy and take extracts therefrom and to discuss
Borrower's affairs, finances or accounts with Borrower and Borrower's
financial and legal advisors, and to be advised as to the same by the
officers of Borrower, in such detail and through such agents and
representatives as Lender or Guarantor may reasonably desire.
6.9 NOTICE OF DEFAULT. Borrower shall promptly notify Lender and
Guarantor if it learns that an Event of Default (defined at Section 8) has
occurred or that there exists any fact or circumstance that, with notice, the
passage of time, or both, would constitute an Event of Default, and shall
specify with particularity the nature of such Event of Default, the period of
existence of such Event of Default, and the actions Borrower is taking or
proposes to take with respect thereto. Without limiting the generality of
the foregoing, Borrower shall notify Lender and Guarantor under this Section
6.9 in the following circumstances:
(a) of any material delay in Borrower's performance of any of
its obligations owing to any creditor or customer, and of any assertion of
any claims, offsets, defenses or counterclaims by any creditor or customer
other than offsets that are customary and ordinary in Borrower's business;
(b) of any material adverse information relating to the
financial or other condition of any customer of Borrower including, without
limitation, any customer's insolvency, inability to pay its debts as they
come due, filing for protection from creditors, or voluntary or involuntary
filing of a bankruptcy or similar petition under any state or federal law;
(c) if Borrower receives notice of deficiency in the payment
of any tax, or of lien, levy, or assessment of record with respect to all or
any substantial portion of assets by the United States, any department,
agency, or instrumentality thereof, of by any state, county, municipal, or
other governmental agency.
6.10 DISCLOSURE OF MATERIAL LITIGATION. Borrower shall promptly
notify Lender and Guarantor of any litigation or other action, suit or
proceeding, before any court or governmental agency, to which Borrower is a
party if the amount at risk in connection therewith that is not fully covered
by insurance exceeds $25,000.00; if such litigation, regardless of the amount
in controversy, relates to or arises from the collateral under the Security
Agreement; or if, in the reasonable opinion of Borrower, such litigation
otherwise is material. Thereafter, Borrower shall keep Lender and Guarantor
apprised of the status of such litigation or other such action, suit or
proceeding in such manner as Lender and Guarantor may reasonably request.
6.11 ADDITIONAL ACTS. In addition to the acts that Borrower is
obligated to perform under this Agreement, Borrower shall from time to time
perform, execute and deliver to Lender and/or Guarantor any and all such
further acts, additional documents, or further assurances as may be
reasonably necessary or proper to: (a) implement the intent of the parties
to this Agreement; (b) correct any errors in this Agreement, under the Term
Note, under the Reimbursement Agreement or under the Security Instruments;
(c) assure Lender and Guarantor of the validity and priority of the liens
they hold pursuant to this Agreement and the Security Instruments; (d)
create, perfect, preserve, maintain and protect the liens and security
interests created or intended to be created by the Security Instruments; or
(e) provide the rights and remedies to Lender and Guarantor that are
contemplated by this Agreement, the Term Note, the Reimbursement Agreement
and the Security Instruments.
7. FEES AND EXPENSES. Borrower shall pay directly when due, or shall
reimburse to Lender and/or Guarantor on demand, all of Lender and Guarantor's
reasonable out-of-pocket costs and expenses, to the
extent incurred by Lender or Guarantor in connection with the negotiation,
preparation, review, carrying out, amendment, waiver, refinancing,
restructuring, reorganization and enforcement of, and collection pursuant to,
this Agreement, any advance or disbursement under the Term Note, any advance
to Bank in respect of the Guarantee, any substitution of security under this
Agreement or the Security Instruments, and any amendment of any financing
statement made or given pursuant to this Agreement or the Security Agreement
including, without limitation, Lender and Guarantor's reasonable attorneys'
fees; fees of Lender and Guarantor's certified public accountants and other
outside experts; credit reports; appraisal fees; lien searches; escrow
charges; recording or filing fees; insurance premiums; inspection, due
diligence and/or audit fees before execution hereof and periodically during
the term hereof; and any and all other expenses or charges incurred in
connection hereof.
8. EVENTS OF DEFAULT. Any of the following events is an Event of
Default:
8.1 If any payment due under this Agreement is not paid
within five (5) days of the date upon which notice of default in the making
of such payment was given to Borrower.
8.2 If there occurs an Event of Default under the Term Note,
the Reimbursement Agreement or the Security Instruments, or any of them, as
the term Event of Default is defined in such document.
8.3 If any representation made herein, or under any other
document or instrument delivered by Borrower to Lender or Guarantor in
connection herewith or pursuant hereto, shall be false in any material
respect when made, or if any warranty made herein, or under any other
document or instrument delivered by Borrower to Lender or Guarantor in
connection herewith or pursuant hereto, shall be breached in any material
respect.
8.4 If Borrower shall breach a covenant set forth at Section
6.1, 6.9 or 6.10.
8.5 If any of the following should occur: (i) Borrower
becomes insolvent, makes a transfer in fraud to, or an assignment for the
benefit of, creditors, or admits in writing its inability, or is unable, to
pay debts as they become due; or (ii) a receiver, custodian, liquidator, or
trustee is appointed for all or substantially all of the assets of Borrower
or for any portion of Borrower's accounts receivable, or any such receiver or
trustee is appointed in any proceeding brought against Borrower or Borrower's
accounts receivable and such appointment is not promptly contested or is not
dismissed or discharged within one hundred twenty (120) days after such
appointment, or Borrower consents or acquiesces in such appointment; or (iii)
Borrower files a petition for relief under the Federal Bankruptcy Code, as
amended, or under any similar law or statute of the United States or any
state thereof; or (iv) a petition against Borrower is filed commencing an
involuntary case under any present or future Federal or state bankruptcy or
similar law and such petition is not dismissed or discharged within one
hundred twenty (120) days after the filing thereof; or (v) any composition,
rearrangement, liquidation, extension, reorganization, or other relief of
debtors now or hereafter existing is requested by Borrower; or (vi) Borrower
is dissolved and liquidated or all or substantially all of the assets of
Borrower are sold or otherwise transferred.
8.6 If Borrower fails to comply with any requirement of any
governmental authority, of which Borrower receives written notice, within the
time period specified for compliance in such notice or, if no time period is
specified, within thirty (30) days following Borrower's receipt of such
notice.
8.7 If Borrower shall fail to perform any other obligation
contained in this Agreement within fifteen (15) days after notice from Lender
or Guarantor specifying the nature of the failure or default or, if the
failure or default cannot be cured within fifteen (15) days, failure within
such time to commence and pursue with reasonable diligence curative action.
No notice of default and opportunity to cure shall be required or given if
during the preceding twelve (12) calendar months Lender or Guarantor has sent
a notice to Borrower concerning a default in performance of the same
obligation.
8.8 If a default shall occur under any material agreement,
indenture, lease or instrument to which Borrower is a party or to which any
of its properties or assets is subject, after giving effect to any notice and
cure period to which Borrower may be entitled thereunder.
9. GENERAL PROVISIONS.
9.1 GOVERNING LAW. This Agreement shall be enforced and construed
in accordance with the laws of Oregon and Borrower waives the right to be
sued elsewhere.
9.2 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
Borrower and the successors and legal representatives of Borrower, and shall
inure to the benefit of Lender and Guarantor and the successors, assigns and
legal representatives of each. All references herein to Lender or Guarantor
shall include, as applicable, any subsequent owner and/or holder of this
Agreement, the Term Note, the Reimbursement Agreement and the Security
Instruments, or any interest in any of them.
9.3 CUMULATIVE REMEDIES. Each of Lender and Guarantor's rights,
remedies and recourse under this Agreement, the Term Note, the Reimbursement
Agreement and the Security Instruments is separate and cumulative and may be
pursued separately, successively or concurrently, is non-exclusive and the
exercise of any one or more of them shall in no way limit or prejudice any
other legal or equitable right, remedy or recourse to which Lender or
Guarantor may be entitled.
9.4 MODIFICATIONS. No provision hereof shall be modified or
limited by course of conduct, usage of trade, by the law merchant or in any
other manner except by a written agreement expressly referring hereto and to
the provision so modified or limited and signed by Borrower, Lender and
Guarantor.
9.5 SEVERALTY. In case any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision hereof, and this
Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein.
9.6 NOTICES. All notices or other communications required or
permitted hereunder shall be in writing, and shall be personally delivered
(including by means of professional messenger service) or sent by registered
or certified mail, postage prepaid, return receipt requested, or by facsimile
transmission followed by delivery of a "hard" copy, and shall be deemed
received upon the date of receipt thereof, as follows:
If to Lender
or Guarantor: c/o ▇▇▇▇▇▇ ▇. "Mac" MacTarnahan
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to: ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP
▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
If to Borrower: Portland Brewing Company
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇
With a copy to: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ PC
▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Notice of change of address shall be given by written notice in the manner
specified in this Section 9.6.
9.7 ATTORNEYS' FEES. Should any litigation be commenced between
the parties concerning this Agreement or the transactions contemplated
hereby, the prevailing party in such litigation shall be entitled, in
addition to such other relief as may be granted, to receive from the losing
party a reasonable sum as and for its attorneys' fees, at trial, on appeal,
in connection with any petition for review, or in any proceeding before a
U.S. Bankruptcy Court, said amount to be set by the court before which the
matter is heard.
9.8 NO SEPARATE AGREEMENTS. This Agreement, the Term Note, the
Reimbursement Agreement and the Security Instruments contain all of the
agreements of Borrower, Lender and Guarantor concerning their subject matter
and the rights and obligations of Borrower with respect thereto, and there
are no other agreements or understandings concerning the same between
Borrower, Lender and Guarantor.
9.9 ENTIRE AGREEMENT. This Agreement, together with the exhibits
listed below and any other document to be furnished pursuant to the
provisions hereof embody the entire agreement and understanding of the
parties hereto as to the subject matter contained herein. There are no
restrictions, promises, representations, warranties, covenants, or
undertakings other than those expressly set forth or referred to in such
documents. This Agreement and such documents supersede all prior agreements
and understandings among the parties with respect to the subject matter
hereof.
Exhibit A - Form of Term Note
Exhibit B - Form of Reimbursement Agreement
Exhibit C - Form of Assignment of Interest under
Security Agreement
Schedule 1.1 - Status of Loan Documents
Schedule 1.2 - Status of Credit Facilities
Schedule 1.3 - List of Financial Statements
Schedule 1.4 - List of Certain Shareholders
Schedule 6.1 - Permitted Encumbrances
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: ▇▇▇▇▇▇ Mill & Logging Supply Co., dba ▇▇▇▇▇▇ Company,
its general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: President
▇▇▇▇▇▇ MILL & LOGGING SUPPLY CO.,
an Oregon corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
-----------------------------
Title: President
PORTLAND BREWING COMPANY,
an Oregon corporation
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
SCHEDULE 1.4
LIST OF CERTAIN SHAREHOLDERS
NAME NUMBER OF SHARES OWNED
---- ----------------------
Electra Partners, Inc. 180,300 shares plus an option to purchase 43,848.75
shares
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Family Trust 666,192 shares
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Option to purchase 36,000 shares
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ III 525 shares
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ 525 shares
▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇ 22,860 shares plus an option to purchase 6,000
shares
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 600 shares
R. S. MacTarnahan Option to purchase 6,000 shares
MacTarnahan Limited Partnership Warrant to purchase 43,848.75 shares
Black Lake Investments 73,335 shares
▇▇▇▇▇▇ Mill & Logging Co. 765,162 shares
Harco Products, Inc. 30,000 shares