EXHIBIT 4.1
PROMISSORY NOTE
$_____________ May 21, 1997
FOR VALUE RECEIVED, the undersigned, Unidigital Inc., a Delaware
corporation (the "Obligor"), hereby promises to pay to the order of _________
(the "Holder"), the principal sum of __________ Dollars ($_________) payable
as set forth below. The Obligor also promises to pay to the order of the
Holder interest on the principal amount hereof at a rate per annum equal to
(i) ten percent (10%) for the six-month period commencing on the date hereof;
(ii) eleven percent (11%) for the six-month period commencing on the day
immediately following the six-month anniversary of the date hereof; and (iii)
twelve percent (12%) commencing on the day immediately following the first
anniversary of the date hereof, which interest shall be payable at such time
as the principal is due hereunder. Interest shall be calculated on the basis
of a year of 365 days and for the number of days actually elapsed. Any
amounts of interest and principal not paid when due shall bear interest at
the maximum rate of interest allowed by applicable law. The payments of
principal and interest hereunder shall be made in coin or currency of the
United States of America which at the time of payment shall be legal tender
therein for the payment of public and private debts.
This Note shall be subject to the following additional terms and
conditions:
1. Payments.Principal shall be payable on the earlier of (i) May 22,
2002 or (ii) the date on which the Obligor consummates an
underwritten public offering in an amount sufficient to pay all
amounts due and owing to the Holder under this Note. In the event
that any payment to be made hereunder shall be or become due on a
Saturday, Sunday or any other day which is a legal bank holiday
under the laws of the State of New York, such payment shall be or
become due on the next succeeding business day.
2. Prepayment. The Obligor shall have the right at any time to prepay the
principal hereof in whole or in part, without premium or penalty,
provided that interest on the principal hereof to be so prepaid,
accrued to the date of such prepayment, shall be paid concurrently
therewith.
3. Put Option. At any time after the first anniversary of the date
hereof, the Holder shall have the right and option (but not the
obligation) to require that the Obligor repay the principal hereof in
whole, together with all interest accrued thereon, without premium or
penalty (the "Put Option"). In the event that the Holder exercises the
Put Option, the Obligor shall pay all amounts due and owing to the
Holder under this Note within thirty (30) days of receipt of notice
that the Holder has exercised the Put Option.
4. No Waiver. No failure or delay by the Holder in exercising any right,
power or privilege under this Note shall operate as a waiver thereof
nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or
remedies provided by law. No course of dealing between the Obligor and
the Holder shall operate as a waiver of any rights by the Holder.
5. Waiver of Presentment and Notice of Dishonor. The Obligor and all
endorsers, guarantors and other parties that may be liable under this
Note hereby waive presentment, notice of dishonor, protest and all
other demands and notices in connection with the delivery, acceptance,
performance or enforcement of this Note.
6. Place of Payment. All payments of principal of this Note and the
interest due thereon shall be made at ______________________ or at
such other place as the Holder may from time to time designate in
writing.
7. Events of Default. The entire unpaid principal amount of this Note and
the interest due thereon shall, at the option of the Holder exercised
by written notice to the Obligor, forthwith become and be due and
payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived, if any one or more of
the following events (herein called "Events of Default") shall have
occurred (for any reason whatsoever and whether such happening shall
be voluntary or involuntary or come about or be effected by operation
of law or pursuant to or in compliance with any judgment, decree or
order of any court or any order, rule or regulation of any
administrative or governmental body) and be continuing at the time of
such notice, that is to say:
a) if default shall be made in the due and punctual payment of the
principal of this Note and the interest due thereon when and as
the same shall become due and payable, whether at maturity, or by
acceleration or otherwise, and such default shall have continued
for a period of five days;
b) if the Obligor shall:
(i) admit in writing its inability to pay its debts generally as
they become due;
(ii) file a petition in bankruptcy or a petition to take
advantage of any insolvency act;
(iii) make an assignment for the benefit of creditors;
(iv) consent to the appointment of a receiver of the whole or any
substantial part of his property;
(v) on a petition in bankruptcy filed against him, be
adjudicated a bankrupt; or
(vi) file a petition or answer seeking reorganization or
arrangement under the Federal bankruptcy laws or
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any other applicable law or statute of the United States of
America or any State, district or territory thereof;
(c) if a court of competent jurisdiction shall enter an order,
judgment, or decree appointing, without the consent of the
Obligor, a receiver of the whole or any substantial part of
Obligor's property, and such order, judgment or decree shall not
be vacated or set aside or stayed within 90 days from the date of
entry thereof; and
(d) if, under the provisions of any other law for the relief or aid
of debtors, any court of competent jurisdiction shall assume
custody or control of the whole or any substantial part of
Obligor's property and such custody or control shall not be
terminated or stayed within 90 days from the date of assumption
of such custody or control.
8. Remedies. In case any one or more of the Events of Default specified
in Section 7 hereof shall have occurred and be continuing, the Holder
may proceed to protect and enforce its rights either by suit in equity
and/or by action at law, whether for the specific performance of any
covenant or agreement contained in this Note or in aid of the exercise
of any power granted in this Note, or the Holder may proceed to
enforce the payment of all sums due upon this Note or to enforce any
other legal or equitable right of the Holder.
9. Severability. In the event that one or more of the provisions of this
Note shall for any reason be held invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not
affect any other provision of this Note, but this Note shall be
construed as if such invalid, illegal or unenforceable provision had
never been contained herein.
10. Governing Law. This Note and the rights and obligations of the Obligor
and the Holder shall be governed by and construed in accordance with
the laws of the State of New York.
11. Unsecured Obligations. The Holder hereby acknowledges that the
obligations of the Obligor hereunder are unsecured.
IN WITNESS WHEREOF, the undersigned has caused this Note to be executed and
delivered on the date first written above.
UNIDIGITAL INC.
By:
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William E. Dye
President
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SCHEDULE OF HOLDERS
-------------------
Principal Number of
Holder Amount of Note Warrants
------ -------------- --------
Lawrence & Company Inc. $1,000,000 100,000
Trans Euro Investments Ltd. 500,000 50,000
Alcamin Anstalt Vaduz 300,000 30,000
I. Michael Goodman/Agis Associates L.L.C. 200,000 20,000
Henry Harris 200,000 20,000
David Wachsman 150,000 15,000
Harvey Silverman 150,000 15,000
Douglas Schwarzwaelder 100,000 10,000
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TOTAL: $2,600,000 260,000
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