SUBORDINATED
CONVERTIBLE
PROMISSORY NOTE
$___________ Cincinnati, Ohio
_______________, 1995
FOR VALUE RECEIVED, the undersigned MULTI-COLOR CORPORATION,
an Ohio corporation ("Maker"), hereby promises to pay to the
order of _______________________________________ (the "Payee"),
the principal amount of ___________________________ Dollars
($_______), together with interest thereon as set forth herein.
The principal amount hereof shall be due and payable on the
earlier of (i) March 31, 1996 or (ii) such time as the Maker
accepts subscriptions for at least $3,000,000 in equity capital
through the efforts of Hambro American Securities, Inc.
("Hambro").
Interest on the outstanding principal balance of this Note
will accrue at a rate per annum equal to two percent (2%) in
excess of the interest rate paid by Maker on its Revolving Credit
Facility with its primary lenders, currently PNC Bank, Ohio,
National Association ("PNC") and Star Bank National Association
("Star Bank"). Interest shall be calculated on the basis of a
year of 360 days and charged for the actual number of days
elapsed. Accrued interest shall be due and payable on the due
date of this Note.
Demand, presentment, protest and notice of non-payment and
protest, notice of intent to accelerate and notice of
acceleration are hereby waived by the Maker.
Notwithstanding anything herein to the contrary, the payment
of principal and interest on this Note shall be subordinate and
junior to the prior payment of all indebtedness of Maker under
the Credit, Reimbursement and Security Agreement among Maker and
PNC and Star Bank dated as of July 15, 1994, as amended, together
with all restatements or renewals of the foregoing and any other
indebtedness of the Maker which by its terms is senior to payment
of principal and interest on this Note (the "Senior
Indebtedness"). If any payment or distribution shall be received
in respect of this Note in contravention of the terms of this
paragraph, such payment or distribution shall be held by Payee in
trust for the holders of the Senior Indebtedness and shall be
immediately delivered to such holders in the same form as
received.
Upon the Note becoming due and payable for any reason, all
outstanding principal of this Note and all accrued interest
thereon shall automatically convert as of the due date into such
whole numbers of Shares as is obtained by dividing the sum of all
outstanding principal of this Note and accrued interest thereon by
the lower of eighty percent (80%) of (a) the lower of the average
of the closing sale prices as reported on Nasdaq for the Shares for
the twenty (20) trading days preceding (i) the due date of this Note
or (ii) the date of this Note or (b) the price at which equity
capital had been sold directly or, indirectly through a
convertible security, warrant or other instrument, by Hambro.
The Payee shall surrender the Note to the Maker within the two
(2) business days following the due date and the Maker shall
issue and deliver to the Payee duly executed certificates of
Shares acquired by the Payee.
Upon conversion of the Note, the rights of the Payee to the
Note being converted shall cease except for the right to receive
the appropriate number of Shares and the Payee shall be treated
for all purposes as having become the record holder of such
Shares at such time.
If, prior to the conversion of the entire outstanding
principal balance of this Note into the Shares, (i) any
recapitalization, reclassification, split-up, consolidation or
exchange of the Maker's outstanding Shares occurs or (ii) any
merger or consolidation involving the Maker occurs, or (iii)
payment of cash or other assets are made or distributed to
Shareholders, or (iv) a sale of all or substantially all of the
assets of the Maker occurs then in such event, the conversion
formula shall be adjusted by the Maker to provide the Payee with
the same economic benefit, substantive rights and proportionate
interest in the Maker as the Payee had prior to the occurrence of
any such event so that the Payee will be entitled to convert this
Note into Shares, other securities or other assets that the Payee
would have owned or been entitled to receive upon such event had
such Note been converted immediately prior to such action.
In connection with the conversion of the Note, no fractional
shares of Common Stock shall be issued, but in lieu thereof the
Maker shall pay a cash adjustment in respect of such fractional
interest in an amount equal to such fractional interest
multiplied by the applicable conversion price for the Common
Stock as set forth above.
If the Note is converted as set forth herein, the Payee will
have registration rights for the Shares pursuant to the terms of
the Registration Rights Agreement attached hereto as Exhibit 1.
In the event of (i) the filing by the Maker of a voluntary
petition in bankruptcy or application seeking the appointment of
a receiver for it or its assets, or (ii) the filing of an
involuntary petition in bankruptcy against Maker, or (iii) the
sale of substantially all of the Maker's assets other than in the
ordinary course of business, or (iv) the default by the Maker in
a payment of principal or interest on this Note in accordance
with its terms, and such default continues for a period of five
(5) days after notice thereof is delivered to Maker, then upon
the occurrence of any such events the entire amount of principal
and interest remaining unpaid shall, at the option of the Payee, at
once become due and payable and the Note shall be converted into
Shares as set forth above.
In no event shall the interest rate on this Note exceed the
highest rate permissible under any law which a court of competent
jurisdiction shall, in a final determination, deem applicable
hereto. In the event that a court determines that Payee has
received interest and other charges under this Note in excess of
the highest permissible rate applicable hereto, such excess shall
be deemed received on account of, and shall automatically be
applied to reduce the amounts due to Payee from the Maker under
this Note, other than interest. If there are no such amounts
outstanding, Payee shall refund to Maker such excess.
If any payment on this Note becomes due and payable on a day
other than one on which banks in Cincinnati, Ohio are open for
business (a "Business Day"), the maturity thereof shall be
extended to the next Business Day, and interest shall be payable
at the rate specified herein during such extension period.
If any payment of principal or interest of this Note is not
paid when due and thereafter is placed with an attorney for
collection, Maker agrees to pay all costs of collection,
including reasonable attorney's fees and disbursements (including
those of any appellate proceedings), which shall be added to the
principal amount due under this Note and recoverable with the
amount of this Note.
No delay or omission on the part of the Payee or any holder
hereof in exercising any right hereunder shall operate as a
waiver of such right or of any other rights of the Bank or such
holder, nor shall any delay, omission or waiver on any one
occasion be deemed a bar or waiver of the same or any other right
on any future occasion.
The Maker hereby waives presentment, demand, notice, protest
and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this
note, and assents to the extension or postponement of the time of
payment or any other indulgence, to any substitution, exchange or
release of collateral or to the addition or release of any other
party or person primarily or secondarily liable.
This Note may not be amended without the consent of PNC.
This Note shall be governed by and construed in accordance
with the internal substantive laws of the State of Ohio. Maker
and Payee agree that the state and federal courts in Hamilton
County, Ohio have exclusive jurisdiction over all matters arising
out of this Note.
IN WITNESS WHEREOF, the undersigned Maker has executed this
Note on the date and year first set forth above.
MULTI-COLOR CORPORATION
By:__________________________
John C. Court
Its: President