1
Exhibit 4.3
For Bank Use Only
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160311 192308 /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇, VP
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LIS NO. LOAN NO. BORROWER APPROVAL SIGNATURE
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[CORE STATES LOGO]
MASTER DEMAND NOTE
$600,000.00 August 20, 1996
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FOR VALUE RECEIVED, each of the undersigned, jointly and severally if more than
one (hereinafter collectively referred to as "Borrower"), promises to pay to
the order of CoreStates Bank, N.A.*, a national banking association (the
"Bank"), at any of its banking offices in Pennsylvania, the principal amount of
Six hundred thousand and 00/100 DOLLARS in lawful money of the United States,
or, if less, the outstanding principal balance on all loans and advances made
by Bank evidenced by this Note ("Loans"), plus interest. Said principal and
interest shall be payable ON DEMAND - - - -.
Interest shall accrue at a rate per annum which is at all times equal to one
percent in excess of Bank's Prime Rate, such rate to change each time the Prime
Rate changes, effective on and as of the date of the change.
INTEREST -- Interest shall be calculated on the basis of a 360 day year and
shall be charged for the actual number of days elapsed.
Accrued interest shall be payable monthly. Accrued interest shall also be
payable on demand and when the entire principal balance of this Note is paid to
Bank. The term "Prime Rate" is defined as the rate of interest for loans
established by Bank from time to time as its prime rate. Interest shall accrue
on each disbursement hereunder from the date such disbursement is made by Bank,
provided, however, that to the extent this Note represents a replacement,
substitution, renewal or refinancing of existing indebtedness, interest shall
accrue from the date hereof. Interest shall accrue on the unpaid balance hereof
at the rate provided for in this Note until the entire unpaid balance has been
paid in full, notwithstanding the entry of any judgment against Borrower.**
BANK'S LOAN RECORDS -- The actual amount due and owing from time to time under
this Note shall be evidenced by Bank's books and records of receipts and
disbursements hereunder. Bank shall set up and establish an account on the
books of Bank in which will be recorded Loans evidenced hereby, payments on
such Loans and other appropriate debits and credits as provided herein,
including any Loans which represent reborrowings of amounts previously repaid.
Bank shall also record, in accordance with customary accounting practice, all
other interest, charges, expenses and other items properly chargeable to
Borrower hereunder, and other appropriate debits and credits. Such books and
records of Bank shall be presumed to be complete and accurate and shall be
deemed correct, except to the extent shown by Borrower to be manifestly
erroneous.
NOTE NOT A COMMITMENT TO LEND -- Borrower acknowledges and agrees that no
provision hereof, and no course of dealing by Bank in connection herewith,
shall be deemed to create or shall imply the existence of any commitment or
obligation on the part of Bank to make Loans. Except as otherwise provided in a
currently effective written agreement by Bank to make Loans, each Loan shall be
made solely at Bank's discretion.
PREPAYMENT -- Borrower may at its option prepay all or any portion of the
principal balance of any Loans at any time without premium or penalty.
COLLATERAL -- As security for all indebtedness to Bank now or hereafter
incurred by Borrower, under this Note or otherwise. Borrower grants Bank a lien
upon and security interest in any securities, instruments or other personal
property of Borrower now or hereafter in Bank's possession and in any deposit
balances now or hereafter held by Bank for Borrower's account and in all
proceeds of any such personal property or deposit balances. Such liens and
security interests shall be independent of Bank's right of setoff. This Note
and the indebtedness evidenced hereby shall be additionally secured by any lien
or security interest evidenced by a writing (whether now existing or hereafter
executed) which contains a provision to the effect that such lien or security
interest is intended to secure (a) this Note or indebtedness evidenced hereby
or (b) any category of liabilities, obligations or the indebtedness of Borrower
to Bank which includes this Note or the indebtedness evidenced hereby, and all
property subject to any such lien or security interest shall be collateral for
this Note.
CONFESSION OF JUDGMENT -- Borrower irrevocably authorizes and empowers any
attorney or any clerk of any court of record to appear for and confess judgment
against Borrower for such sums as are due and owing on this Note, with or
without declaration, with costs of suit, without stay of execution and with an
amount not to exceed the greater of fifteen percent (15%) of the principal
amount of such judgment or $5,000 added for collection fees. If a copy of this
Note, verified by affidavit by or on behalf of Bank, shall have been filed in
such action, it shall not be necessary to file the original of this Note. The
authority granted hereby shall not be exhausted by the initial exercise thereof
and may be exercised by Bank from time to time. There shall be excluded from the
lien of any judgment obtained solely pursuant to this paragraph all improved
real estate in any area identified under regulations promulgated under the Flood
Disaster Protection Act of 1973, as having special flood hazards if the
community in which such area is located is participating in the National Flood
Insurance Program. Any such exclusion shall not affect any lien upon property
not so excluded.
DEMAND NOTE -- This Note is and shall be construed as a "demand instrument"
under the Uniform Commercial Code. Bank may demand payment of the indebtedness
outstanding under this Note or any portion thereof at any time.
BANK'S REMEDIES -- In the event that any payment hereunder is not made when due
or demanded, Bank may, immediately or any time thereafter, exercise any or all
of its rights hereunder or under any agreement or otherwise under applicable
law against Borrower, against any person liable, either absolutely or
contingently, for payment of any indebtedness evidenced hereby, and in any
collateral, and such rights may be exercised in any order and shall not be
prejudiced by any delay in Bank's exercise thereof. At any time after such
non-payment, Bank may, at its option and upon five days written notice to
Borrower, begin accruing interest on this Note at a rate not to exceed five
percent (5%) per annum in excess of the rate of interest provided for above on
the unpaid principal balance hereof; provided, however, that no such interest
shall accrue hereunder in excess of the maximum rate permitted by law. All such
additional interest shall be payable upon demand.
NOTICE TO BORROWER -- Any notice required to be given by Bank under the
provisions of this Note shall be effective as to each Borrower when addressed
to Borrower and deposited in the mail, postage prepaid, for delivery by first
class mail at Borrower's mailing address as it appears on Bank's records.
DISBURSEMENTS AND PAYMENTS -- The proceeds of any Loan may be credited by Bank
to the deposit account of Borrower or disbursed in any other manner requested
by Borrower and approved by Bank. All payments due under this Note are to be
made in immediately available funds. If Bank accepts payment in any other form,
such payment shall not be deemed to have been made until the funds comprising
such payment have actually been received by or made available to Bank. If
Borrower is not an individual, Borrower authorizes Bank (but Bank shall have no
obligation)
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*CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as
CoreStates First Pennsylvania Bank and as CoreStates ▇▇▇▇▇▇▇▇ Bank.
**Late Fee -- If any payment of interest hereunder is not received by the Bank
within 15 days of its due date, the Bank may, without waiving or modifying
any of its rights or remedies, assess a late charge, payable on demand, in an
amount equal to 5% of each such payment.
2
??? payments of principal, interest, or any other amounts
due under this Note.
PAYMENT OF COST - In addition to the principal and interest and other sums
payable hereunder. Borrower agrees to pay Bank on demand, all costs and
expenses (including reasonable attorneys' fees and disbursements) which may be
incurred by Bank in the collection of this Note or the enforcement of Bank's
rights and remedies hereunder.
REPRESENTATIONS BY BORROWER - In order to induce Bank to make Loans. Borrower
represents and warrants as follows: if Borrower is a corporation or a general
or limited partnership. Borrower represents and warrants that it is validly
existing and in good standing in the jurisdiction under whose laws it was
organized. If Borrower is a corporation, Borrower represents and warrants that
the execution, delivery and performance of this Note are within Borrower's
corporate powers, have been duly authorized by all necessary action by
Borrower's Board of Directors, and are not in contravention of the terms of
Borrower's charter, by-laws, or any resolution of its Board of Directors. If
Borrower is a general or limited partnership, Borrower represents and warrants
that the execution, delivery and performance of this Note have been duly
authorized and are not in conflict with any provision of Borrower's partnership
agreement or certificate of limited partnership. Borrower further represents
and warrants that this Note has been validly executed and is enforceable in
accordance with its terms, that the execution, delivery and performance by
Borrower of this Note are not in contravention of law and do not conflict with
any indenture, agreement or undertaking to which Borrower is a party or is
otherwise bound, and that no consent or approval of any governmental authority
or any third party is required in connection with the execution, delivery and
performance of this Note. If this Note is secured by "margin stock" as defined
in Regulation U of the Board of Governors of the Federal Reserve System.
Borrower warrants that no Loan or portion thereof shall be used to purchase or
carry margin stock, and that each Loan shall be used for the purpose or
purposes indicated on the most recent Form FR U-1 executed by Borrower in
connection with Loans made by Bank.
WAIVERS, ETC - Borrower and each additional obligor on this Note waive
presentment, dishonor, notice of dishonor, protest and notice of protest.
Neither the failure nor any delay on the part of Bank to exercise any right,
remedy, power or privilege hereunder shall operate as a waiver or modification
thereof. No consent, waiver or modification of the terms of this Note shall be
effective unless set forth in a writing signed by Bank. All rights and remedies
of Bank are cumulative and concurrent and no single or partial exercise of any
power or privilege shall preclude any other or further exercise of any right,
power or privilege.
MISCELLANEOUS - This Note is the unconditional obligation of Borrower, and
Borrower agrees that Bank shall not be required to exercise any of its rights
or remedies against any collateral in which it holds a lien or
??? particular obligor. All representations, warranties and agreements ??? are
made jointly and severally by each Borrower. If any provision of ??? Note shall
be held invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provision hereof. To the extent that this Note represents a
replacement, substitution, renewal or refinancing of a pre-existing note or
other evidence of indebtedness, the indebtedness represented by such
pre-existing note or other instrument shall not be deemed to have been
extinguished hereby. This Note has been delivered in and shall be governed by
and construed in accordance with the laws of the Commonwealth of Pennsylvania
without regard to the law of conflicts. In the event any due date specified or
otherwise provided for in this Note shall fall on a day which Bank is not open
for business, such due date shall be postponed until the next banking day, and
interest and any fees or similar charges shall continue to accrue during such
period of postponement. This Note shall be binding upon each Borrower and each
additional Obligor and upon their personal representatives, heirs, successors
and assigns, and shall benefit Bank and its successors and assigns.
CONSENT TO JURISDICTION AND VENUE -- IN ANY LEGAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER ARISING OUT OF OR RELATED TO THIS NOTE OR
THE RELATIONSHIP EVIDENCED HEREBY, EACH UNDERSIGNED PARTY HEREBY IRREVOCABLY
SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED
IN ANY COUNTY IN THE COMMONWEALTH OF PENNSYLVANIA WHERE BANK MAINTAINS AN
OFFICE AND AGREES NOT TO RAISE ANY OBJECTION TO SUCH JURISDICTION OR TO THE
LAYING OR MAINTAINING OF THE VENUE OF ANY SUCH PROCEEDING IN SUCH COUNTY. EACH
UNDERSIGNED PARTY AGREES THAT SERVICE OF PROCESS IN ANY SUCH PROCEEDING MAY BE
DULY EFFECTED UPON IT BY MAILING A COPY THEREOF, BY REGISTERED MAIL, POSTAGE
PREPAID, TO EACH UNDERSIGNED PARTY.
WAIVER OF JURY TRIAL -- EACH UNDERSIGNED PARTY HEREBY WAIVES, AND BANK BY ITS
ACCEPTANCE HEREOF THEREBY WAIVES, TRIAL BY JURY IN ANY LEGAL PROCEEDING
INVOLVING DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,
CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF OR RELATED TO THIS NOTE OR THE
RELATIONSHIP EVIDENCED HEREBY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR
BANK TO ENTER INTO, ACCEPT OR RELY UPON THIS NOTE.
IN WITNESS WHEREOF, Borrower, intending this to be a sealed instrument and
intending to be legally bound hereby, has executed and delivered this Note as
of the day and year first above written.
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Name of Corporation
or Partnership Red ▇▇▇▇ Brewery & Pub Company
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By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By:
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(Signature of Authorized Signer) (Signature of Authorized Signer)
▇▇▇▇▇ ▇. ▇▇▇▇, President
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(Print or Type Name and Title of (Print or Type Name and Title of
Signer Above) Signer Above)
INDIVIDUALS SIGN BELOW
-------------------------------------- --------------------------------(Seal)
(Signature of Witness) (Signature of Individual
Borrower)
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(Print or Type Name of Above Witness) (Print or Type Name of Borrower
Signing Above)
-------------------------------------- --------------------------------(Seal)
(Signature of Witness) (Signature of Individual
Borrower)
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(Print or Type Name of Above Witness) (Print or Type Name of Borrower
Signing Above)