THIS NOTE HAS BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF FEDERAL AND STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
TRANSFERRED WITHOUT COMPLIANCE WITH SUCH REQUIREMENTS OR A WRITTEN OPINION OF
COUNSEL ACCEPTABLE TO THE OBLIGOR THAT SUCH TRANSFER WILL NOT RESULT IN ANY
VIOLATION OF SUCH LAWS OR AFFECT THE LEGALITY OF ITS ISSUANCE.
PROMISSORY NOTE
$550,000.00 March 9, 2000
FOR VALUE RECEIVED, the undersigned, Unidigital, Inc., a Delaware
corporation (the "Obligor"), hereby promises to pay to the order of Ehud Aloni
(the "Holder"), the principal sum of Five Hundred Fifty Thousand Dollars
($550,000.00) payable as set forth below. The payments of principal 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 in eleven (11) equal installments
--------
of $50,000.00 commencing on March 15, 2000 and continuing on the
fifteenth (15th) day of each month thereafter until such time as the
Note is paid in full. 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 immediately preceding
business day. In the event the Obligor fails to make any principal
payment within fifteen (15) days of the date upon which such principal
payment is due and payable, the Holder shall deliver written notice to
the Obligor of such failure (the "Default Notice"). If such failure
continues for a period of five (5) days after receipt of the Default
Notice by the Obligor, then the Obligor shall be obligated to pay to
the Holder a one-time lump sum penalty fee of $50,000.00 within
fifteen (15) days of the Obligor's receipt of the Default Notice.
2. Restrictions on Transferability. This Note may not be transferred in
-------------------------------
any manner other than by will or by the laws of descent or
distribution.
3. 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.
1
4. 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.
5. Place of Payment. All payments of principal of this Note shall be made
----------------
at the home of the Holder, 377 West 11th Street, Apt. 3A, New York,
New York 10014 or at such other place as the Holder may from time to
time designate in writing.
6. Events of Default. The entire unpaid principal amount of this Note,
-----------------
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 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 (5) days after receipt of the Default Notice by the Obligor;
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 any
other applicable law or statute of the United States of
America or any State, district or territory thereof;
-2-
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.
7. Remedies. In case any one or more of the Events of Default specified
--------
in Section 6 hereof shall have occurred and be continuing, the Holder
may proceed to protect and enforce his 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.
8. 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.
9. 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.
10. Representations of the Obligor. The execution and delivery of this
------------------------------
Note has been duly authorized by all requisite corporate action by the
Obligor. This Note constitutes the valid and legally binding
obligation of the Obligor, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization or similar laws
affecting auditors rights generally and general principles of equity.
The execution and delivery of this Note and the performance of the
obligations hereunder will not conflict with, or result in a material
breach of any of the terms, conditions or provisions of, or constitute
a material default under, any contract, agreement or instrument to
which the Obligor is a party.
* * * * * * *
-3-
IN WITNESS WHEREOF, the undersigned has caused this Note to be executed and
delivered on the date first written above.
UNIDIGITAL INC.
By: /s/ William E. Dye
--------------------------------
Name: William E. Dye
Title: Chief Executive Officer