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Exhibit 4.3    
  


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED,
HYPOTHECATED OR OTHERWISE TRANSFERRED UNTIL THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE COMPANY, THAT SUCH NOTE MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.


 
 

EQUIFIN, INC.
  13% Subordinated Secured Note
  Due September 30, 2006    



THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT  





To
obtain information Regarding Original Issue Discount Contact

Daniel P. Murphy, Chief Financial Officer of EquiFin, Inc.

Telephone number: 732-282-1411 





	$            	 	NO. SN -00            
	

{Date}	
 	

 
	

EquiFin, Inc., a Delaware corporation (the "Company"), for value received, hereby promises to pay to,
                        
                        
                         with an address located at,
                                         
                                or his registered assigns (the "Payee" or "Holder"), the
principal amount of
                                         
                                DOLLARS
($          ) and accrued interest thereon in accordance with the terms and provisions hereof.





1.    METHOD OF PAYMENT; PAYMENT OF PRINCIPAL AND INTEREST  


        1.1    Method of Payment.    Payment of the principal of and accrued interest on this Note shall be made in such coin
or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. Unless otherwise expressly provided herein, the Company will
pay or cause to be paid all sums becoming due hereon for principal and interest by check sent to the Holder's above address or to such other address as Holder may designate for such purpose from time
to time by written notice to the Company, without any requirement for the presentation of this Note or making any notation thereon, except that the Holder hereof agrees that payment of the final
amount due shall be made only upon surrender of this Note to the Company for cancellation. Prior to any sale or other disposition of this instrument, the Holder hereof agrees to endorse hereon the
amount of principal paid hereon and the last date to which interest has been paid hereon and to notify the Company of the name and address of the transferee. 


        1.2    Payment of Principal.    The entire outstanding principal balance of this Note shall be
due and payable on September 30, 2006 (the "Maturity Date"). 


        1.3    Payment of Interest.    



        (a)    Basic Interest.    Interest (computed on the basis of a
360-day year of twelve 30-day months) on the unpaid portion of the principal amount from time to time outstanding hereunder shall be paid by the Company to the Payee at the
rate of thirteen percent (13%) per annum. Said interest to be paid semi-annually on each June 30 and December 31 (commencing June 30, 2002) and on the Maturity Date. 






 

        (b)    Additional Interest.    In addition to the interest payable
pursuant to Section 1.3(a), the Company shall pay to the Holder on April 30th of each year commencing April 30, 2001, an amount of additional interest for the then
preceding calendar year determined as follows: 



	Average Principal Amount of this Note outstanding during the Interest Period
 $1,500,000	 	X 10%    X	 	number of days in Interest Period
 360	 	X	 	the Company's net income before taxes for the applicable calendar year






        For
purposes of the additional interest formula: (i) "Interest Period" shall mean that part of the applicable calendar year during which any part of this Note was outstanding,
and (ii) "net income before taxes" shall be determined in accordance with generally accepted accounting principals for the applicable calendar year. 


        (c)    PIK Interest.    Notwithstanding the foregoing, to the extent
the Company does not make cash payments of interest hereon pursuant to the provisions of Section 2 hereof, the Company will satisfy its interest obligations by issuing to the holder in the same
form and with the same terms as are included in this Note except the principal amount thereof shall be equal to such interest obligation due under this Note (a "PIK Payment"). 




        1.4    Security Interest.    As security for the full and timely payment and performance of
all of the obligations of the Company contained herein, the Company hereby grants a continuing security interest in and lien upon, and mortgages, pledges and assigns to the Holder and to all of the
other holders of the 13% Subordinated Secured Notes due September 30, 2006 (the "Series of Notes") for security purposes, the "Collateral". The term "Collateral" shall mean all of the Company's
right, title and interest in and to those certain participation agreements described on Schedule A annexed hereto (the "Specified Participation Agreements"), including, without limitation, all
"Accounts," "General Intangibles" (including, without limitation, "Payment Intangibles"), "Supporting Obligations," "Chattel Paper" "Letters of Credit," "Investment Property" and "Instruments" (as all
such terms are defined in the New Jersey Uniform Commercial Code as currently in effect) related thereto, and all payments and other proceeds (including, without limitation, all credit facilities and
participations in credit facilities in which any such proceeds are invested)arising with respect thereto and the books and records relating to
any of the foregoing Collateral. The Company hereby authorizes Walter M. Craig, Jr. (or such other person designated by Walter M. Craig, Jr.) (Walter M. Craig, Jr. or his designee acting pursuant to
this Section 1.4 being referred to as "Craig"), to sign and file financing statements at any time with respect to the Collateral reflecting the holders of the Series of Notes as secured parties
without the signature of the Company. Craig, acting on behalf of the holders of the Series of Notes, is hereby also expressly authorized, without the signature of the Company, to execute and file
financing statements, including, without limitation, amendments to previously filed financing statements, (i) reflecting a security interest of the holders of the Series of Notes in all
Debtor's assets, including, without limitation, all Accounts, General Intangibles (including, without limitation, Payment Intangibles), Supporting Obligations, Chattel Paper, Investment Property,
Letters of Credit and Instruments owned by the Company, or in which the Company has an interest, although such description is broader than the actual Collateral in which the holders of the Series of
Notes have a security interest, or (ii) specifically describing the property in which any payments or other proceeds from the Specified Participation Agreements are invested or otherwise
utilized. The Company will, at any time upon request of Craig, acting as agent of the holders of the Series of Notes, sign such trust receipts, security agreements or other agreements, documents or
instruments and take such actions with respect to the Collateral as Craig shall deem reasonably necessary to perfect the security interest of the holders of the Series of Notes in the Collateral, and
upon the request of Craig, shall deliver to him to hold for the benefit of the holders of 


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the Series of Notes all original executed counterparts of the Specified Participation Agreements (or other agreements, documents or instruments related to credit facilities or participations in
credit facilities in which proceeds from the Specified Participation Agreements are invested) otherwise in the Company's possession. Upon the failure of the Company to execute any such agreement,
document or instrument or take any such action, Craig is authorized as the agent of the Company (acting on behalf of the holders of the Notes) to sign any such agreement, document or instrument and to
take any such action, and the Company hereby irrevocably designates Craig or his agents, representatives and designees as agent and attorney-in-fact for the Company, acting for
the benefit of the holders of the Series of Notes, for such purpose. Such appointment is coupled with an interest and is therefore irrevocable. The Company agrees to pay all filing fees and to
reimburse Craig or Holder for all costs and expenses, including, without limitation reasonable attorneys' fees, of any kind incurred in any way in connection with the Collateral or enforcing any
rights and remedies with respect thereto. Upon the occurrence and continuance of an "Event of Default" (as defined in Section 3), Holder shall have, in addition to all other rights and remedies
set forth herein or in law or in equity, the remedies of a secured party under the New Jersey Uniform Commercial Code. The provisions contained herein shall constitute a "security agreement" for all
purposes of said code. By acceptance of this Note, the Holder agrees to consult with all of the other holders of the Series of Notes prior to taking any action with respect to the Collateral, and
agrees that all proceeds from such Collateral and any action taken with respect thereto shall be shared pro-rata in the proportion that the outstanding principal amount of this Note and
accrued and unpaid interest thereon bears to the then total outstanding principal amount of all of the Notes and accrued and unpaid interest thereon. The Company hereby irrevocably authorizes Coast
Capital Partners, L.L.C. ("Coast Capital"), to hold all proceeds and payments from the Collateral in a separate bank account in Coast Capital's name, which proceeds shall be held by Coast Capital as
possessory agent for the benefit of the holders of the Series of Notes and Coast Capital agrees to so hold said proceeds. Coast Capital shall comply with the instructions of Craig with respect to such
proceeds, acting on behalf of the holders of the Series of Notes, without further need for the consent of the Company. Without limiting the generality of the foregoing, the Company agrees not to
invest the proceeds of the Collateral in any additional credit facilities or participations in credit facilities, or otherwise, without adequate protection of the security interest of the Holders of
the Series of Notes therein and the prior written approval of Craig, acting as agent on behalf of the holders of the Notes. The Holder of this Note, by his acceptance hereof, hereby appoints Craig to
act as his agent with respect to the matters set forth in, and in accordance with, this Section 1.4. Coast Capital agrees
not to amend or modify the Specified Participation Agreements without the prior written approval of Craig, acting as agent on behalf of the holders of the Series of Notes. 



2.    SUBORDINATION PROVISIONS.  


        2.1    Principal and Interest.    The Company, for itself, its successors and assigns,
covenants and agrees, and the Payee and each successive Holder by acceptance of this Note likewise covenants and agrees, that payment of the principal of and interest on this Note is subordinated in
right of payment to the payment of all existing and future "Senior Debt" of the Company. The term "Senior Debt" shall mean the principal of, premium, if any, and interest on all indebtedness of the
Company to any bank, financial institution or other senior lender (including, without limitation, to Foothill Capital Corporation or any affiliate thereof) whether such indebtedness is heretofore or
hereafter created, incurred or entered into (or acquired by assignment) and any deferrals, renewals, modifications or extensions of any such indebtedness, unless under the express provisions of the
instrument creating or evidencing any such indebtedness, or pursuant to which the same is outstanding, such indebtedness is not superior in right of payment to this Note. "Indebtedness" for all
purposes herein means and includes without duplication, as of any date as of which the amount thereof is to be determined (whether or not secured by lien, pledge or deposit), all direct obligations to
repay money borrowed (including without limitation, amounts borrowed under revolving credit facilities, either now existing or 


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hereafter created (including any increase in existing facilities), all notes payable and drafts accepted representing extensions of credit, all obligations under arrangements regarding the factoring
of accounts receivables, all obligations in the nature of a guaranty or contingent liability relating to third party financing of one or more subsidiaries of the Company, all obligations evidenced by
bonds, debentures, notes or other similar instruments) and all interest accrued and unpaid thereon and all indemnities and other monetary obligations with respect thereto. 


        2.2    Default.    No cash payment or prepayment, directly or indirectly, on account of the
principal of or interest on this Note shall be made, and no Holder of this Note shall be entitled to demand or receive any such cash payment or prepayment if, at the time such cash payment or
prepayment is to be made or immediately after giving effect thereto, there would occur any event of default under such Senior Debt or under any agreement pursuant to which any such Senior Debt has
been or will be issued, which event of default has not been waived or cured as of the date on which such payment or prepayment is due. 


        2.3    Liquidation, Dissolution, etc.    In the event of any insolvency or bankruptcy
proceeding, and any receivership, total liquidation, reorganization or other similar proceedings in connection therewith, relative to the Company, or to its property, or in the event of any
proceedings for voluntary liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy, then the holders of Senior Debt shall be entitled to receive
payment in full of all principal (and premium, if any), interest and other amounts on or with respect to all such Senior Debt before the
Holders of this Note shall be entitled to receive any payment on account of principal or interest of this Note, and to that end (but subject to the power of a court of competent jurisdiction to make
other equitable provisions reflecting the rights conferred by these provisions upon such Senior Debt and the holders thereof with respect to this Note and the Holder hereof by a lawful plan or
reorganization under applicable bankruptcy law) the holders of Senior Debt (until payment in full of all principal, premium, if any, interest and other amounts on or with respect to all such Senior
Debt, including interest thereon accruing before or in respect of periods subsequent to the commencement of any such proceedings) shall be entitled to receive for application in payment thereof any
payment or distribution of any kind or character, whether in cash or property, or by set-off or otherwise, which may be payable or deliverable in any such proceedings in respect of this
Note (including any such payment or distribution which may be payable or deliverable by reason of the provisions of any indebtedness of the Company which is subordinate and junior in right to this
Note), except securities issued in such proceedings which are the subordinate and junior in right of payment to the payment of Senior Debt. 


        2.4    Subrogation.    Subject to the payment in full of Senior Debt, the Holders of this Note
shall be subrogated to the rights of the holders of such Senior Debt to receive payment or distributions of assets of the Company applicable to such Senior Debt until this Note shall be paid in full,
and no payment or distributions to the holders of such Senior Debt by or on behalf of the Company from the proceeds that would otherwise be payable to the holder of this Note shall, as between the
Company and the Holder of this Note, be deemed to be a payment by the Company to or on account of this Note. 


        2.5    Amendment.    These provisions with respect to subordination cannot be amended,
modified or waived without the prior written consent of the holder or holders of all Senior Debt at the time outstanding; and the subordination effected hereby shall not be affected by any amendment
or modification of, or addition or supplement to, any such Senior Debt or any instrument or agreement relating thereto, without the prior written consent of the holder or holders of all such Senior
Debt at the time outstanding. No present or future holder of Senior Debt shall be prejudiced in his right to enforce subordination of this Note by any act or failure to act on the part of the Company. 


        2.6    Benefit of Senior Debt.    The foregoing subordination provisions shall be for the
benefit of the Holders of Senior Debt and may be enforced directly by such holders against the holder of this 


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Note. Upon any payment or distribution of assets of the Company referred to above, the holder of this Note shall be entitled to rely upon a certificate of the receiver, trustee in bankruptcy,
liquidating trustee, agent or other person making such payment or distribution, delivered to the holder of this Note, for the purpose of ascertaining the persons entitled to participate in such
distribution, the holders of Senior Debt and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertaining
thereto or hereto. 


        2.7    Obligation to Pay Principal and Interest Absolute.    The foregoing provisions as to
subordination are solely for the purpose of defining the relative rights of the holders of such Senior Debt, on the one hand, and the Holder of this Note on the other hand. Nothing contained herein is
intended to or shall
impair as between the Company, its creditors, other than the holders of Senior Debt, and the Holder of this Note, the obligation of the Company, which shall be absolute and unconditional, to pay the
Holder of this Note the principal and interest on this Note as and when the same shall become due and payable in accordance with the terms hereof or affect the relative rights of the Holder of this
Note and the creditors of the Company other than Holders of Senior Debt, nor shall anything herein prevent the Holder hereof from exercising all remedies otherwise permitted by applicable law upon
default hereunder subject to the rights of holders of Senior Debt, if any, in respect of cash, properties or securities of the Company received upon the exercise of any such remedy. The Holder of this
Note by acceptance hereof acknowledges and agrees that the subordination provisions of this Section 2 are, and/or are intended to be, an inducement and a consideration to each holder of any
Senior Debt, whether such Senior Debt was created or acquired before or after the issuance of this Note, to acquire and continue to hold, or to continue to hold, such Senior Debt and each holder of
Senior Debt shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Debt. Nothing contained herein or
elsewhere in this Note shall prevent the Company from making payment of the principal of, or interest on, this Note at any time except under the conditions described above. 


        2.8    Further Instruments.    The Holder of this Note covenants and agrees to execute such
further instruments and waivers as may be necessary in the opinion of a lender or creditor, or as may be reasonably requested by the Company, to facilitate the issuance or the continued holding of
Senior Debt. 


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3.    EVENTS OF DEFAULT.    It shall be an Event of Default with respect to this Note upon the occurrence and continuation uncured
of any of the following events: 


        (a)  a
default in the payment of any principal payment on this Note, when and as the same shall become due and payable, and such default shall continue uncured for thirty
(30) days after the day fixed for the making of such principal payment; or 


        (b)  a
default in the cash or PIK Payment of any interest payments on this Note, and such default shall continue uncured for thirty (30) days after the date fixed for
the making of such interest payment; or 


        (c)  a
material default in the performance, or material breach, of any covenant of the Company in this Note (other than a covenant or a default which is elsewhere herein
specifically described as an Event or Default), and continuance of such default or breach is uncured for a period of ninety (90) days after notice has been given to the Company of such default;
or 


        (d)  the
institution by the Company of proceedings to be adjudicated as bankrupt or insolvent, or the consent by it to institution of bankruptcy or insolvency proceedings
against it or the filing by it of a petition or answer or consent seeking reorganization or release under the federal Bankruptcy Act, or any other applicable federal or state law, or the consent by it
to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee or other similar official of the Company, or of any substantial part of its property, or the making
by it of an assignment for the benefit of creditors, or the taking of corporate action by the Company in furtherance of any such action; or 


        (e)  if,
within sixty (60) days after the commencement of an action against the Company (and service of process in connection therewith on the Company) seeking any
bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been resolved in favor of the
Company or all orders or proceedings thereunder affecting the operations or the business of the Company stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if,
within sixty (60) days after the appointment without the consent or acquiescence of the Company of any trustee, receiver or liquidator of the Company or of all or any substantial part of the
properties of the Company, such appointment shall not have been vacated. 


4.    REMEDIES UPON DEFAULT. 


        4.1    Acceleration.    Upon each occurrence of an Event of Default and at any time during the
continuation thereof (unless the principal of this Note shall already have become due and payable), the Holder, by
notice in writing given to the Company, may declare the principal of and accrued interest on this Note then outstanding to be due and payable immediately, and upon any such declaration the same shall
become and be due and payable immediately, anything herein to the contrary notwithstanding. 


        4.2    Proceedings and Actions.    During the continuation of any one or more Events of
Default, the Holder may institute such actions or proceedings in law or equity as it shall deem expedient for the protection of its rights (including, without limitation, exercising all rights and
remedies with respect to the Collateral pursuant to the New Jersey Uniform Commercial Code and in accordance with the terms and provisions of this Note), and may prosecute and enforce its claims
against all assets of the Company, and shall be entitled to receive therefrom payment on such claims up to an amount not exceeding the principal amount of this Note then outstanding plus accrued
interest to the date of payment plus reasonable expenses of collection, including, without limitation, attorneys' fees and expenses. 


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5.    REDEMPTION


        This
Note may be redeemed at the option of the Company, in whole or in part, from time to time at any time after January 1, 2002, on not less than 30 nor more than 60 days
written notice. Any such redemptions shall be made at the following prices, expressed as percentages of the principal amount being redeemed, during the calendar year periods indicated below, plus
accrued and unpaid basic interest thereon (computed in accordance with Section 1.3(a)) to the redemption date: 



	Year
 
	 	Percentage
	 
	
  2002	
 	

105	
%
	

2003	
 	

103	
%
	

2004	
 	

102	
%
	

2005	
 	

101	
%






        In
addition, additional interest (computed in accordance with Section 1.3(b)) shall be payable on the amount redeemed on April 30th following the year in
which said redemption occurs. 


        If
less than the entire principal amount of the series of notes of which the Note is part are to be redeemed at one time, the Notes may be redeemed on a pro rata basis or the notes to be
redeemed may be selected by lot, or such other manner to be determined by the Board of Directors of the Company in its sole discretion. 


6.    MISCELLANEOUS. 


        6.1    Notices.    All communications provided hereunder shall be in writing and, if to the
Company, delivered or mailed by registered or certified mail addressed to EquiFin, Inc., 1011 Highway 71, Suite 200, Spring Lake, New Jersey 07762, Attention: President, or, if to the Holder,
at the address shown for the Holder in the registration books maintained by the Company. 



        6.2    Lost, Stolen or Mutilated Notes.    In case this Note shall be mutilated, lost, stolen
or destroyed, the Company may, in its discretion, issue and deliver in exchange and substitution for and upon cancellation of the mutilated Note, or in lieu of and in substitution for the Note, lost,
stolen, or destroyed, a new Note of like tenor and representing an equivalent right or interest, but only upon receipt of evidence satisfactory to the Company of such loss, theft or destruction and an
indemnity, if requested, also satisfactory to it. 



        6.3    Governing Law.    This Note shall be construed in accordance with and governed by the
laws of the State of New Jersey, without giving effect to conflict of laws principles. 


        6.4    No Recourse.    No recourse whatsoever, either directly or through the Company or any
trustee, receiver or assignee, shall be had in any event or in any manner against any past, present or future stockholder, director or officer of the Company for the payment of the redemption price,
principal of or interest on this Note or for any claim based thereon or otherwise in respect of this Note. This Note is a corporate obligation only. 



        6.5    Registration of Transfer.    The Company shall maintain books for the transfer and
registration of Notes. The Company may treat the person in whose name this Note is registered as the owner and Holder of the Note for the purpose of receiving principal of or interest on this Note and
for all other purposes whatsoever and the Company shall not be affected by any notice to the contrary. Upon the
transfer of any Note in accordance with the terms hereof the Company shall issue and register the Note in the names of the new holders. The Notes shall be signed manually by the Chairman, Chief
Executive Officer, President or any Vice President of the Company. 


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        IN WITNESS WHEREOF, EquiFin, Inc. has caused this Note to be signed in its corporate name by its President and to be dated the day
and year first above written. 



	 	 	EQUIFIN, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Walter M. Craig, Jr., President





The terms and provisions of Section 1.4 as they relate to Coast Capital Partners, L.L.C., are hereby accepted and agreed to. 



	COAST CAPITAL PARTNERS, L.L.C.	 	 
	

By:	
 	

 	
 	

 
	 	 	
 Name:

Title:

	 	 




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Assignment  


        For value received I hereby assign
                                         
                                          
              to
$                        
                        
                                        
        
$             principal amount of the 13% Subordinated Secured Note due September 30, 2006 evidenced hereby and hereby irrevocably appoint
                         attorney to transfer the Note on the books of the within named corporation with full power of
substitution in the premises. 


Dated:



In
the presence of: 



	

	
 	






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SCHEDULE A    
  


	1.
	Participation
Agreement, effective as of October 16, 2001, between Coast Capital Partners, L.L.C. ("Coast Capital"), and EquiFin, Inc. (the "Company"), relating to a loan
agreement of the same date between Coast Capital and Shadow Entertainment, Inc. ("SEI"), as such participation agreement and loan agreement is amended from time-to-time.



	2.
	Participation
Agreement between Coast Capital Partners, L.L.C. ("Coast Capital"), and EquiFin, Inc. (the "Company), relating to a loan agreement, as amended from
time-to-time, between Coast Capital and Moon Struck Productions, L.L.C., dated August 15, 2001. 


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QuickLinks



Exhibit 4.3


EQUIFIN, INC. 13% Subordinated Secured Note Due September 30, 2006

SCHEDULE A