EXHIBIT A
FORM OF NOTE
BCAM INTERNATIONAL, INC.
10%/13% CONVERTIBLE SUBORDINATED NOTE
$_________ Melville, New York
September 19, 1997
FOR VALUE RECEIVED, BCAM INTERNATIONAL, INC. (the "Company"), a New
York corporation, hereby promises to pay to the order of ____________ or
registered assigns, the principal sum of ___________ DOLLARS ($_________) on
September 15, 2002, with interest (computed on the basis of a 360-day year,
consisting of twelve 30-day months) on the unpaid balance thereof at the rate of
10% per annum from the date hereof, payable semi-annually in arrears on March 19
and September 19, in each year (each, an "Interest Payment Date"), commencing
March 19, 1998, until the principal hereto shall have been paid in full;
provided, however, that in lieu of making interest payments in cash, the Company
may elect (the "Interest Election"), by giving written notice to each registered
holder of Notes of such election, to pay interest in kind at the rate of 13% per
annum, in which event such interest shall be capitalized and added to the
outstanding principal balance of this Note on the date of each such Interest
Election. Payments of both principal and interest are to be made at the
principal office of the Company in lawful money of the United States of America.
Any amounts of principal hereof or interest hereon which are not paid when due
or required hereunder or under the Agreement shall thereafter bear interest
until paid in full at the rate of 15% per annum.
This Note is issued pursuant to a Note Purchase Agreement dated as
of September 19, 1997 between the Company and the Purchasers (as defined
therein) (the "Agreement") and is entitled to the benefits thereof.
Payments of principal, interest, premium (if any), and all other
amounts in respect of this Note are subordinate, to the extent specified in that
certain Subordination Agreement dated as of September 19, 1997, among the
Subordinated Creditors (as such term is defined in the Subordination Agreement)
and Bank One, N.A., to the prior payment in full of the Senior Debt (as defined
in such Subordination Agreement). By accepting this Note, the holder hereof
agrees to such subordination.
Payments of principal, interest, premium (if any), and all other
amounts in respect of this Note are subordinate, to the extent specified in that
certain Subordination Agreement dated as of September 19, 1997, between _______
and Bank One, N.A., to the prior payment in full of the Senior Debt (as defined
in such Subordination Agreement). By accepting this Note, the holder hereof
agrees to such subordination.
This Note may not be prepaid, in whole or in part, prior to maturity
without the consent of the holder hereof.
If any payment on this Note becomes due and payable on a day other
than a Business Day (as defined in the Agreement), the maturity thereof shall be
extended to the next succeeding Business Day.
At any time or from time to time on and after September 19, 1998,
the holder of this Note may convert all or any portion of the unpaid principal
amount of this Note and accrued but unpaid interest hereon (and any interest
which the Company has elected to pay in kind in accordance with the terms
hereof) into shares of common stock of the Company (the "Conversion Privilege"),
par value $.01 per share at the Conversion Price (as such term is defined in the
Agreement) in effect as of the date of such conversion by executing and
delivering to the Company the Conversion Notice attached hereto as Exhibit 1.
Upon request by the holder hereof, the Company shall advise the holder of the
applicable Conversion Price and all other terms and conditions of the Conversion
Privilege.
As provided in the Agreement, upon surrender of the Note for
registration of transfer, duly endorsed, or accompanied by a written instrument
of transfer duly executed by the registered holder hereof or his attorney duly
authorized in writing, a new Note for a like principal amount will be issued to,
and registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company shall not be affected by any notice to
the contrary.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.
If an Event of Default, as defined in the Agreement, shall occur and
be continuing, the unpaid principal amount of this Note and all accrued but
unpaid interest may be declared due and payable in the manner and with the
effect provided in the Agreement.
[seal] BCAM INTERNATIONAL, INC.
Attest: By:
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Title:
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EXHIBIT 1
BCAM INTERNATIONAL, INC.
10%/13% Convertible Subordinated Note
Conversion Subordinated Notice
To the Company:
The undersigned hereby exercises the option to convert one or more
of the 10%/13% Convertible Notes of the BCAM International, Inc., aggregate
amount $__________, or the portion thereof below designated, into shares of
Common Stock of the Company in accordance with the terms of such Notes, and
directs that the shares of Common Stock issuable upon conversion, together with
any check in payment of fractional shares and any Note representing any
unconverted principal amount hereof, be issued and delivered to the undersigned
at the address indicated below unless a different name has been indicated below,
in which case the undersigned will pay all transfer taxes payable with respect
thereto.
Dated: _______________________
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Signature of Holder
DELIVERY ADDRESS: Social Security or Identifying Number
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------------------------------ Amount to be Converted:
------------------------------ $
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FILL IN FOR REGISTRATION OF SHARES
AND NOTES, IF DIFFERENT FROM HOLDER
SUBMITTING THIS NOTE:
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Name
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Address
Social Security or Identifying Number:
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