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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/14/16 Mendocino Brewing Co Inc 10-K 12/31/15 90:4.7M M2 Compliance/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 701K 2: EX-10.126 Material Contract HTML 36K 3: EX-10.127 Material Contract HTML 93K 4: EX-21.1 Subsidiaries List HTML 26K 5: EX-31.1 Certification -- §302 - SOA'02 HTML 33K 6: EX-31.2 Certification -- §302 - SOA'02 HTML 33K 7: EX-32.1 Certification -- §906 - SOA'02 HTML 28K 8: EX-32.2 Certification -- §906 - SOA'02 HTML 28K 15: R1 Document and Entity Information HTML 55K 16: R2 Consolidated Balance Sheets HTML 117K 17: R3 Consolidated Balance Sheets (Parenthetical) HTML 49K 18: R4 Consolidated Statements of Operations and HTML 83K Comprehensive Income (Loss) 19: R5 Consolidated Statements of Changes in HTML 43K Stockholders’ Equity 20: R6 Consolidated Statements of Cash Flows HTML 108K 21: R7 Description of Operations and Summary of HTML 97K Significant Accounting Policies 22: R8 Liquidity and Management Plans HTML 52K 23: R9 Inventories HTML 32K 24: R10 Property and Equipment HTML 36K 25: R11 Secured Lines of Credit HTML 32K 26: R12 Notes Payable to Related Party HTML 31K 27: R13 Subordinated Convertible Notes Payable To Related HTML 30K Party 28: R14 Secured Notes Payable HTML 32K 29: R15 Long-Term Debt - Related Party HTML 31K 30: R16 Capital Lease Obligations HTML 33K 31: R17 Severance Payable HTML 29K 32: R18 Commitments and Contingencies HTML 45K 33: R19 Related-Party Transactions HTML 37K 34: R20 Concentrations and Credit Risk HTML 33K 35: R21 Stockholders' Equity HTML 34K 36: R22 Income Taxes HTML 46K 37: R23 Segment Information HTML 44K 38: R24 Unrestricted Net Assets HTML 64K 39: R25 Subsequent Events HTML 30K 40: R26 Description of Operations and Summary of HTML 165K Significant Accounting Policies (Policies) 41: R27 Description of Operations and Summary of HTML 36K Significant Accounting Policies (Tables) 42: R28 Inventories (Tables) HTML 31K 43: R29 Property and Equipment (Tables) HTML 34K 44: R30 Secured Notes Payable (Tables) HTML 32K 45: R31 Long-Term Debt - Related Party (Tables) HTML 30K 46: R32 Capital Lease Obligations (Tables) HTML 32K 47: R33 Commitments and Contingencies (Tables) HTML 34K 48: R34 Related-Party Transactions (Tables) HTML 34K 49: R35 Income Taxes (Tables) HTML 47K 50: R36 Segment Information (Tables) HTML 39K 51: R37 Unrestricted Net Assets (Tables) HTML 67K 52: R38 Description of Operations and Summary of HTML 57K Significant Accounting Policies (Details Narrative) 53: R39 Description of Operations and Summary of HTML 37K Significant Accounting Policies - 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EXHIBIT 10.126
PROMISSORY NOTE
$75,000
Ukiah, California
FOR VALUE RECEIVED, MENDOCINO BREWING COMPANY, INC. (“Maker”), a California corporation, promises to pay to the order of CATAMARAN SERVICES, INC. (“Holder”), a Delaware corporation, the principal sum of Seventy Five Thousand Dollars ($75,000.00) (“Principal”), with interest as defined below.
Maker promises to pay interest to Holder from the date of this Note on unpaid Principal owing from time to time at a rate equal to the lesser of (i) one and one-half percent (1.50%) per annum above the prime rate offered from time to time by the Bank of America Corporation in San Francisco, California, or (ii) ten percent (10%) per annum, until the Principal is fully paid.
Maker shall make payments in lawful money of the United States of America and in immediately available funds. Computations of interest shall be based on a year of 365 days but shall be calculated for the actual number of days in the period for which interest is charged.
All payments under this Note shall be made to Holder as directed by the Holder in writing.
This Note may be prepaid in whole or in part, without penalty, at the option of Maker and without the consent of Holder. All payments shall be applied first to accrued and unpaid interest, and then to the principal balance outstanding.
All payments made pursuant to this Note are expressly subject to the following conditions:
a) | No portion of Principal or interest on this Note will be payable or paid until either 1) the Obligation (as that term is defined in the Credit and Security Agreement dated as of June 23, 2011, as amended, modified, or supplemented from time to time, between Maker, Releta Brewing Company LLC, and Cole Taylor Bank) to Cole Taylor Bank, now known as MB Financial Bank, N.A. (“Bank”) has been paid and satisfied in full; or 2) the repayment is a Permitted Payment (as defined below). | |
b) | If Maker receives a bridge loan from its majority shareholder (the “Bridge Loan”), Maker may use that portion (and only that portion) of the Bridge Loan that is in excess of $600,000 (“Excess Contribution”) to make payment on this Note in an amount not greater than the amount of the Excess Contribution (“Permitted Payment”). |
The full payment of this Note, and accompanying interest, shall be due within six (6) months of the date of this Note, subject to the Maker having received an Excess Contribution sufficient to pay the Note either through 1) Permitted Payments, or 2) a complete satisfaction of both the Obligation to Bank and the Note. Should Maker not be able to satisfy this Note at the end of the original six (6) month term, this Note shall be extended for additional six (6) month terms until such time as Maker receives such a Bridge Loan sufficient to satisfy this Note.
C:
PROMISSORY NOTE
$75,000
Page 2
This Note is unsecured, not subject to any guarantee by any third party, nor has Maker granted a security interest in any of its property to Holder in relation to this Note.
Maker waives presentment, protest, and demand, notice of protest, notice of demand, and dishonor, and notice of nonpayment of this Note. Except for the right to demand and receive payments of the Permitted Payments, if any, Holder agrees to take no enforcement action on this Note until the Obligation to Bank has been paid and satisfied in full. Maker expressly agrees that this Note or any payment under this Note may be extended by Holder from time to time without in any way affecting the liability of Maker. Further, for the benefit of Bank, until the Obligation to Bank has been paid and satisfied in full, this Note may not be amended or modified without the prior written consent of Bank.
This Note shall be governed by the laws of the State of California excluding its conflict of law rules.
The prevailing party in any action (i) to collect payment on this Note, or (ii) in connection with any dispute that arises as to its enforcement, validity, or interpretation, whether or not a legal action is instituted or prosecuted to judgment, shall be entitled to all costs and expenses incurred, including attorneys’ fees.
If any provision or any word, term, clause, or part of any provision of this Note shall be invalid for any reason, the same shall be ineffective, but the remainder of this Note and of the provision shall not be affected and shall remain in full force and effect.
Except as those terms and conditions concerning Bank or the Obligation, any of the terms or conditions of this Note may be waived by Holder, but no such waiver shall affect or impair the rights of Holder to require observance, performance, or satisfaction, either of that term or condition as it applies on a subsequent occasion or of any other term or condition of this Note.
IN WITNESS WHEREOF, Maker, by its appropriate officers duly authorized, has executed this promissory note and affixed its corporate seal on this on the day and year first written above.
MAKER | ACCEPTED AND AGREED: | |||
MENDOCINO BREWING COMPANY, INC. | CATAMARAN SERVICES, INC. | |||
By: | /sd/ Mahadevan Narayanan | By: | /sd/ Rajwinder Kaur | |
Chief Financial Officer | Secretary | |||
Mendocino Brewing Company, Inc. | Catamaran Services, Inc. | |||
1601, Airport Toad | 2711, Centerville Road, Suite 400 | |||
Ukiah, CA 95482 | Wilmington, DE |
C:
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 4/14/16 | |||
3/30/16 | ||||
For Period end: | 12/31/15 | NT 10-K | ||
6/23/11 | 8-K | |||
List all Filings |