REVOLVING CREDIT PROMISSORY NOTE
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$5,000,000 Dated: September 29, 1999
FOR VALUE RECEIVED, the undersigned, Unidigital Inc., a Delaware
corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of Fleet Bank,
N.A. (the "Lender") for the account of its Applicable Lending Office (as defined
in the Credit Agreement referred to below) the principal sum of FIVE MILLION
DOLLARS AND NO CENTS ($ 5,000,000) or, if less, the aggregate unpaid principal
amount of the Revolving Credit Advances owing to the Lender by the Borrower
pursuant to the Credit Agreement, dated as of May 12, 1999 (as amended,
supplemented, restated or otherwise modified, the "Credit Agreement"; terms
defined therein being used herein as therein defined), among the Borrower, the
Lender and certain other Lender Parties thereto, Fleet Bank, N.A., as Initial
Issuing Bank, Fleet Bank, N.A., as Swing Line Bank, and Fleet Bank, N.A., as
Administrative Agent for the Lender and the other Lender Parties, on the
Revolving Credit Termination Date.
The Borrower further promises to pay interest on the unpaid principal
amount of each Revolving Credit Advance from the date of such Revolving Credit
Advance until such principal amount is paid in full, at such interest rates and
at such times as are specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the United
States of America to Fleet Bank, N. A., as Administrative Agent for the Lender
Parties, at 1185 Avenue of the Americas, New York, NY 10036, Account No.
1510352-03102, Attention: Loan Administration, in same day funds. Each Revolving
Credit Advance owing to the Lender by the Borrower and the maturity thereof, and
all payments made on account of principal thereof, shall be recorded by the
Lender and, prior to any transfer hereof, endorsed on the grid attached hereto
or any continuation thereof, which is part of this Promissory Note; provided,
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however, that the failure of such Lender to so record any such information or
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any error in so recording any such information shall not limit or otherwise
affect the obligations of the Borrower hereunder or under any other Loan
Document.
This Promissory Note is one of the Notes referred to in, and is
entitled to the benefits of, the Credit Agreement. The Credit Agreement, among
other things, (i) provides for the making of Revolving Credit Advances by the
Lender to the Borrower from time to time in an aggregate amount not to exceed at
any time outstanding the U.S. dollar amount first above mentioned, the
indebtedness of the Borrower resulting from each such Revolving Credit Advance
being evidenced by this Promissory Note, and (ii) contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events
and also for prepayments on account of principal hereof prior to the maturity
hereof upon the terms and conditions therein specified. The
obligations of the Borrower under this Promissory Note, and the obligations of
the other Loan Parties under the Loan Documents, are secured by the Collateral
as provided in the Loan Documents.
This Promissory Note shall be governed by and construed in accordance
with the laws of the State of New York.
UNIDIGITAL INC.
By: /s/ William E. Dye
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Name: William E. Dye
Title: Chief Executive Officer
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REVOLVING CREDIT ADVANCES AND PAYMENTS OF PRINCIPAL
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Date Amount of Amount of Unpaid Notation
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Revolving Principal Paid Principal Made by
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Credit Advance or Prepaid Balance
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