EXHIBIT C FORM OF WARRANT AGREEMENT WARRANT AGREEMENT AND FORM OF WARRANT WARRANT AGREEMENT (the "Agreement"), dated as of September 19, 1997, between BCAM INTERNATIONAL, INC., a New York corporation (the "Company"), _________. WHEREAS, _________ has...Warrant Agreement • October 29th, 1997 • Bcam International Inc • Services-engineering services • New York
EXHIBIT A FORM OF NOTE BCAM INTERNATIONAL, INC. 10%/13% CONVERTIBLE SUBORDINATED NOTEConvertible Subordinated Note • October 29th, 1997 • Bcam International Inc • Services-engineering services
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.
EXHIBIT D FORM OF REGISTRATION AGREEMENT REGISTRATION AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered into as of September 19, 1997, between BCAM INTERNATIONAL, INC., a New York corporation (the "Company"), and the parties signatory...Registration Agreement • October 29th, 1997 • Bcam International Inc • Services-engineering services • New York
FORM OF SUBORDINATION AGREEMENT SUBORDINATION AGREEMENT This Subordination Agreement (the "Agreement") is entered into as of September ___, 1997, by and between _________________, and BANK ONE, NATIONAL ASSOCIATION. FOR VALUABLE CONSIDERATION, the...Subordination Agreement • October 29th, 1997 • Bcam International Inc • Services-engineering services • Ohio
GUARANTOR: BCAM International, Inc. BORROWER: Drew Shoe Corporation ADDRESS: 1800 Walt Whitman Road ADDRESS: 252 Quarry Road Melville, NY 11747 Lancaster, Ohio 43130 -------------------------------------------------------------------- ------------Continuing Guaranty • October 29th, 1997 • Bcam International Inc • Services-engineering services • Ohio
For the purpose of inducing Bank One, National Association (hereinafter referred to as "Bank") to lend money or extend credit to Drew Shoe Corporation (hereinafter referred to as "Borrower"), the undersigned (hereinafter referred to as "Guarantor") hereby unconditionally guarantees the prompt and full payment to Bank when due, whether by acceleration or otherwise, of all Obligations of any kind for which Borrower is now or may hereafter become liable to Bank in any manner.
BETWEENLoan and Security Agreement • October 29th, 1997 • Bcam International Inc • Services-engineering services • Ohio
