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EXHIBIT 4.6
U. S. SMALL BUSINESS ADMINISTRATION
CERTIFIED DEVELOPMENT COMPANY PROGRAM
"504" NOTE
LOAN NUMBER CDC 914 560 3004 PA
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Philadelphia, Pennsylvania
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(City and State)
$ 398,000 (Date) October 12 1998
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For value received, the Undersigned promises to pay to the order of
PIDC Local Development Corporation
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Payee (development company)
at its office in (City and State) Philadelphia, Pennsylvania,
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or upon assignment or transfer of this Note by the Payee, and written notice
thereof to the Undersigned, at such other place as may be designated from time
to time by said assignee or transferee, Three Hundred Ninety-Eight
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Thousand and no/100------------------------------------------------- dollars,
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Write out amount)
with interest on the outstanding balance at % per annum commencing
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on January 13, 1999 (date of Debenture).
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Loan payments shall be made in equal installments, each in the amount of
$ , commencing on the first day of February, 1999, and
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continuing due and payable on the first day of each month thereafter until
January 1, 2019, when the full unpaid balance of principal and interest shall
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become due and payable. In addition to the aforesaid loan payments,
Undersigned's total monthly obligation shall include the service fees set forth
in the Servicing Agent Agreement (SBA Form 1506) attached to and incorporated
into this Note.
This Promissory Note evidences and related Collateral is given, to secure
a loan made by the Payee to the Undersigned and such Note and Collateral will
be assigned by Payee to the Small Business Administration (SBA) to secure the
guaranty by SBA pursuant to Section 503(a) of the Small Business Investment Act
[15 U.S.C. Section 697(a)], of a Debenture to be issued and sold by the Payee
(the "Debenture"), which is hereby incorporated herein by reference.
All payments under this note shall be applied in this order: (1) to the
servicing fees set forth in the Servicing Agent Agreement, (2) to interest, (3)
to principal, (4) to the late fee set forth in this Note.
Late Charge
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In the event Payee or its Agent or assignee accepts a late payment after the
fifteenth day of the month in which such payment is due, the Undersigned agrees
to pay a late payment charge equal to five percent of the late amount or
$100.00, whichever is greater, as compensation for additional collection
efforts.
Definitions
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The term "Indebtedness" as used herein shall mean the indebtedness evidenced by
this Note, including principal, interest, service fees, late payment
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charges, and expenses including but not limited to the expenses related to the
care and preservation of Collateral and interest at the note rate thereon,
whether contingent, now due or hereafter to become due, and the stated
prepayment premium, if applicable. The term "Collateral" as used in this Note
shall mean any funds, guaranties, or other property, or rights therein of any
nature whatsoever, or the proceeds thereof, which are, or hereafter may be
hypothecated, directly or indirectly, by the Undersigned or others, in
connection with, or as security for, the Indebtedness or any part thereof. The
Collateral, and each part thereof, shall secure the Indebtedness and each part
thereof. The covenants and conditions set forth or referred to in any
instruments of hypothecation constituting the Collateral are hereby incorporated
in this Note as covenants and conditions of the Undersigned with the same force
and effect as though such covenants and conditions were fully set forth herein.
The term "CSA" shall mean the Central Servicing Agent appointed by the
development company (SBA Form 1506) and accepted by the Undersigned to receive
all payments by the Undersigned under this Note. The term "Undersigned" shall
mean the borrower under this Note and, if the operating small concern for the
benefit of which this loan is made is not the borrower, such operating small
concern.
Prepayment
Payment of the entire outstanding balance of the Indebtedness may be made prior
to the maturity date hereof, timing to be arranged with Payee or SBA as
assignee but no partial prepayments may be made. The amount required to prepay
this Note shall be the aggregate of the Indebtedness including interest to the
prepayment (repurchase) date, and any prepayment premium required by the
schedule to be attached to this Note and incorporated by this reference. For
purposes of prepayment the repurchase date is the next semi-annual payment date
on the Debenture. The Undersigned must make a written request for prepayment to
the payee or SBA as assignee at least forty-five (45) days before the prepayment
date. Ten (10) business days prior to the scheduled prepayment date the
undersigned shall cause to be transferred by wire a nonrefundable good faith
deposit of one thousand dollars ($1,000) to the CSA. Such deposit shall be
applied in full to the repurchase price of said debenture and shall be forfeited
if undersigned fails to pay the designated total prepayment amount to the CSA on
the designated prepayment date, as compensation for the cost of arranging the
failed prepayment.
Acceleration
The Indebtedness shall immediately become due and payable, upon the appointment
of a receiver or liquidator, whether voluntary or involuntary, for the
Undersigned or for any of its property, or upon the filing of a petition by or
against the Undersigned under the provisions of any State or Federal insolvency
law or under the provisions of the Bankruptcy Code of 1978 or upon the making by
the Undersigned of an assignment for the benefit of its creditors. Payee with
the consent of SBA, or SBA as assignee is authorized to declare all or any part
of the Indebtedness immediately due and payable upon the happening of any of the
following events: (1) Failure to pay any part of the Indebtedness when due; (2)
nonperformance by the Undersigned of any agreement with, or any condition
imposed by, the development company or SBA; (3) failure of the Undersigned or
any person acting on behalf of the Undersigned to disclose any material fact, in
any application, declaration or other document delivered to the development
company or SBA or any misrepresentation by or for the benefit of the Undersigned
in such document; (4) the reorganization, merger or consolidation of the
Undersigned without
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prior written consent of the development company and SBA, or the making of an
agreement therefor; (5) the sale of the Collateral, or any part of it or any
interest in it, or any agreement that the Collateral will be alienated by the
Undersigned, or any alienation of the Collateral by operation of law or
otherwise; (6) the Undersigned's failure duly to account, to Payee's or SBA's
(as assignee) satisfaction, at such time or times as may be required, for any of
the Collateral, or proceeds thereof, coming into the control of the Undersigned;
(7) the institution of any suit affecting the Undersigned deemed by SBA to
affect adversely its interest hereunder in the Collateral or otherwise; (8) any
change, without prior written approval by SBA, affecting ten or more percent in
the legal or equitable ownership of the Undersigned; (9) any change in the
respective ownerships of the Undersigned; (10) if the Undersigned and/or its
affiliates acquire directly or indirectly an ownership interest of ten or more
percent in the development company; (11) any other event prohibited by the
related security or other instruments; or (12) any violation by the Undersigned
of SBA regulations. Payee's or SBA's as assignee failure to exercise its rights
under this paragraph shall not constitute a waiver thereof. Upon acceleration
pursuant to this paragraph, the indebtedness shall be computed in the same
manner as is set forth for the prepayment amount in the preceding paragraph
captioned "Prepayment".
Collateral
Upon the nonpayment of the Indebtedness, or any part thereof, when due, whether
by acceleration or otherwise, Payee with SBA's consent or SBA as assignee is
empowered to sell, assign, and deliver the whole or any part of the Collateral
at public or private sale. After deducting all expenses incidental to such sale
or sales, Payee or SBA as assignee may apply the proceeds thereof to the payment
of the Indebtedness as it shall deem proper. The Undersigned hereby waives all
rights to redemption or appraisement whether before or after sale. Payee with
SBA's consent or SBA as assignee is further empowered, to convert into money all
or any part of the Collateral, by suit or otherwise, and to surrender,
compromise, release, renew, extend, exchange, or substitute any item of the
Collateral in transactions with the Undersigned or any third party. Whenever any
item of the Collateral shall not be paid when due, or otherwise shall be in
default, whether or not the Indebtedness, or any part thereof, has become due,
Payee or SBA as assignee shall have the same rights and powers with respect to
such item of the Collateral as are granted in respect thereof in this paragraph
in case of nonpayment of the Indebtedness, or any part thereof, when due. None
of the rights, remedies, privileges, or powers of Payee or SBA as assignee
expressly provided for herein shall be exclusive, but each of them shall be
cumulative with and in addition to every other such power now or hereafter
existing in favor of Payee or SBA as assignee, whether at law or in equity, by
statute or otherwise.
The Undersigned agrees to take all, necessary steps to administer, supervise,
preserve, and protect the Collateral; and regardless of any action taken by
Payee or SBA as assignee, there shall be no duty upon Payee or SBA as assignee
this respect. The Undersigned shall pay all expenses of any nature, including
but not limited to reasonable attorney's fees and costs, which Payee or SBA as
assignee may deem necessary in connection with the satisfaction of the
Indebtedness or the administration, preservation (including, but not limited to,
adequate insurance of), or the realization upon the Collateral. Payee with SBA's
consent or SBA as assignee is authorized to pay at any time and from time to
time any or all of such expenses, add the amount of such payment to the amount
of the Indebtedness, and charge interest thereon at the rate specified herein
with respect to the principal amount of this Note.
The security rights of Payee or SBA as assignee hereunder shall not be impaired
by any indulgence, including but not limited to (a) any renewal,
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extension, or modification which Payee or SBA as assignee may grant with respect
to the Indebtedness or any part thereof, or (b) any surrender, compromise,
release, exchange, or substitution which Payee or SBA, as assignee may grant in
respect of the Collateral, or (c) any indulgence granted in respect to any
endorser, guarantor, or surety. The Payee or SBA as assignee of this Note, the
Collateral, any guaranty, and any other document (or any of them), sold,
transferred, or pledged, shall forthwith become vested with and entitled to
exercise all the powers and rights given by this Note as if said purchaser,
transferee, or pledgee were originally named as Payee in this Note.
RED BELL BREWING CO.
By: /s/ James R. Bell President
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[Title] President
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[Name of Undersigned] RED BELL BREWING CO.
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In consideration of the guarantee by Small Business Administration of a
Debenture in the amount of $398,000, issued by
PIDC Local Development Corporation
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(Development Company)
(which Debenture is identified as Small Business Project
Red Bell Brewing Co.)
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(Name of Small Concern)
said PIDC Local Development Corporation hereby
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(Development Company)
assigns and transfers all rights, title and interest in this Note to the
Small Business Administration.
SEAL PIDC Local Development
Corporation
/s/
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By /s/
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Name: Executive VP
Attest /s/ J.A. Mee
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