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Installment Sale Agreement

 

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Title:

Installment Sale Agreement

Entities:

Red Bell Brewing Co.

Date:

2000

Size:

Preview shows 9KB of 48KB total

Price:

$51

ID:

#930075

 

 


► Consumer ► Beverages

 

 

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                                                                    Exhibit 4.11


INSTALLMENT SALE AGREEMENT

AGREEMENT made this 29th day of January 1998, by and between PIDC FINANCING
CORPORATION, a Pennsylvania Non-Profit Corporation, (hereinafter called
"Seller") and RED BELL BREWING CO., a Pennsylvania Corporation, (hereinafter
called "Buyer"):

WITNESSETH:

1. Sale and Premises Seller hereby agrees to sell to Buyer, who hereby
agrees to purchase certain property located at 3100 Jefferson Street,
Philadelphia, Pennsylvania, and more fully described in Exhibit "A" attached
hereto and hereby made a part hereof, together with the buildings and other
improvements erected thereon, and together with all improvements, easements,
tenements, appurtenances, hereditaments, fixtures, furnishings, equipment,
rights and privileges contained in, belonging to or in any way pertaining or
beneficial to the said premises (all of which shall hereinafter be called the
"Premises"), whether or not attached or to be attached to the land, buildings or
other improvements and whether or not described or referred to in Exhibit "A",
and with all faults.

2. Nature and Cost of Project Seller has previously acquired on behalf of
the Buyer an existing 260,000 square foot industrial building for the sum of
Five Hundred Thousand Dollars and No Cents ($500,000.00) and Buyer has
constructed improvements at a cost of approximately Eight Hundred Forty Thousand
Dollars and No Cents ($840,000.00) and has incurred miscellaneous fees and costs
in the amount of approximately Seventy Eight Thousand Dollars and No Cents
($78,000.00). Seller has obtained a commitment from PENNSYLVANIA INDUSTRIAL
DEVELOPMENT
<PAGE> 2
- 2 -

AUTHORITY ("PIDA"), pursuant to which PIDA has agreed to advance to Seller the
sum of Three Hundred Ninety Two Thousand Three Hundred Sixty Two Dollars and No
Cents ($392,362.00) which loan will be secured by a First Mortgage on the
Premises. Seller shall execute on the date hereof a First Mortgage and Note in
favor of PIDA.

3. Loan Seller will execute and deliver to PIDA on the date hereof
Seller's Mortgage Note ("Note") in the principal sum of $392,362.00 secured by a
First Mortgage ("Mortgage") upon the Premises. The provisions of the Note and
the Mortgage are hereby incorporated herein by reference. Buyer agrees that its
interest in the Premises and its rights hereunder will be subordinate to the
interests and rights of PIDA as First Mortgagee, and acknowledges that PIDA has
agreed to advance the sum represented by the Note and Mortgage in reliance upon
the assignment to PIDA of Seller's rights under this Agreement as collateral
security for payment of the Note and Mortgage.

4. Purchase Price and Other Payments by Buyer Buyer will pay to Seller, at
the times and in the manner hereinafter set forth, as purchase price for the
Premises and interest on the unpaid portions thereof as follows:

a. Three Hundred Ninety Two Thousand Three Hundred Sixty Two Dollars
and No Cents ($392,362.00) together with interest on the unpaid portions
thereof shall be repaid in one hundred eighty (180) equal monthly
installments including all accrued interest at the rate of 3.75% per annum
as charged under the Note from Seller to PIDA, and each such installment
shall be paid to Seller ten (10) days prior to the date Seller is to pay
PIDA and the amount
<PAGE> 3
- 3 -

of each installment shall be equal to the amount required to be paid by
Seller to PIDA, and each of which installments shall first be applied to
accrued interest at the aforesaid rate and the balance on account of
purchase price. Notwithstanding the foregoing, Buyer shall pay the
foregoing installments directly to PIDA, if requested by PIDA.

b. In addition to the amounts specified above, Buyer shall pay to the
Philadelphia Industrial Development Corporation, agent for Seller, for
services rendered a monthly service charge in the amount of Twenty Eight
Dollars and Fifty Three Cents ($28.53) commencing upon the payment of
purchase price and interest under the Note from Seller to PIDA, and
continuing throughout the term of this Agreement. In addition, in the event
Buyer prepays all or part of the purchase price under Paragraph 4(a)
hereof, Buyer shall pay to the Philadelphia Industrial Development
Corporation, agent for Seller, at the time of such prepayment, an amount
equal to 1/2 of 1% of the total amount prepaid.

c. The installment payments of the purchase price shall be net to
Seller and all costs and expenses payable in connection with the ownership,
maintenance and occupancy of the Premises shall be paid or caused to be
paid by Buyer. It is the intention of the parties that notwithstanding any
other provision of this Agreement, Seller shall timely receive from Buyer
funds equal to those funds necessary for Seller to pay PIDA all of
Seller's obligations under the aforesaid Note and Mortgage, and Seller
agrees that, promptly after Seller receives any such amount, to
<PAGE> 4
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pay such amount to PIDA on account of the aforesaid Note and Mortgage to be
applied in the manner prescribed by this Agreement.

d. Buyer shall have the privilege of prepaying the purchase price at
the times and subject to the same conditions and premiums as is required
for prepayment of the respective Mortgages to which such prepayments will
be applied subject to the provisions of Paragraph 4b hereof.

5. Settlement Settlement for the Premises shall take place within thirty
(30) days after the date of final payment by Buyer of all amounts to be paid by
Buyer under the terms of this Agreement, provided that Buyer is not in default
hereunder. In the event Buyer refuses to take and record title to the Premises
within the aforesaid thirty (30) day period, Buyer shall pay to Seller, or its
agent, a service charge of One Hundred Dollars and No Cents ($100.00) per month
until such time as Buyer accepts and records title to the Premises. As a
condition of settlement, Buyer shall furnish to Seller reasonable security to
indemnify Seller against any claims which are not effectively covered by
liability insurance arising out of Seller's ownership of the Premises. At
settlement, Seller will convey to Buyer such title to the Premises as Seller
presently has, excepting however, any part of the Premises taken by eminent
domain during the term of this Agreement or any encumbrance or objection created
or permitted by Buyer or Seller with Buyer's consent.

6. Possession Insofar as Seller is concerned, Buyer shall have possession
of the Premises upon execution of this Agreement. Buyer

<PAGE> 5
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agrees that Seller shall in no way and at no time be responsible for the
condition of the Premises.

7. Adjustments Buyer agrees to pay all charges and costs (excepting only
Seller's counsel fees) which are required and whenever required in connection
with the conveyance of the Premises from Seller to Buyer. Buyer agrees that
Seller shall not be responsible for any inaccuracies in any settlement sheet in
connection with the foregoing.

8. Zoning Seller makes no representations as to the zoning of the
Premises.

9. Municipal or State Improvements Buyer agrees to pay for any
Improvements to the Premises done or ordered to be done by any municipal or
state authorities and to comply at its own cost and expense with all notices
received from public authorities from and after the date hereof.

10. Taxes and Assessments Buyer agrees to pay or to cause to be paid, as
an addition to the purchase price, before they would become delinquent or as
required by the Mortgage, all real estate taxes, including City and School
Taxes, assessments, water rents, sewer rents and charges and other governmental
charges, general and special, which are assessed or imposed upon or chargeable
against the Premises at any time from after the date hereof and thereafter

 

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