Exhibit 10(l)
TIME NOTE - GRID - FLUCTUATING INTEREST
$ 3,000,000.00 March 22, 1995
-------------- ---------------------
Boston, Massachusetts
On March 31, 1996, for value received, Westerbeke Corporation (the
"Borrower") promises to pay to the order of STATE STREET BANK AND TRUST
COMPANY ("Bank") at the office of Bank located at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, or such other place as the holder hereof shall designate,
-------------Three Million------------------------------- DOLLARS or, if less,
the aggregate unpaid principal amount of all loans made by the Bank to the
Borrower, together with interest on unpaid balances payable monthly in arrears
on the first day of each calendar month and on the due date hereof, at a
fluctuating interest rate per annum equal to Zero (0)% above Bank's Prime Rate
in effect from time to time. Each change in such interest rate shall take
effect simultaneously with the corresponding change in such Prime Rate.
"Prime Rate" shall mean the rate of interest announced by Bank in Boston from
time to time as its "Prime Rate." Interest shall be calculated on the basis of
actual days elapsed and a 360-day year. If this note is not paid in full on
the due date, whether as stated or by acceleration, interest on unpaid balances
shall thereafter be payable on demand at a fluctuating interest rate per annum
equal to 4% above the Prime Rate in effect from time to time.
All loans hereunder and all payments on account of principal and
interest hereof shall be recorded by the Bank and prior to any transfer
hereof, endorsed on the gird on the reverse hereof which is part of this note.
The entries on the records of the Bank (including any appearing on this note)
shall be prima facie evidence of amounts outstanding hereunder.
This note shall, at the option of the holder, become immediately due
and payable without notice or demand upon the occurrence of any of the
following events:
(a) Failure to make any payment of interest when due;
(b) Failure for 90 days to discharge any attachment or levy on any
property of the Borrower;
(c) Default in the payment or performance of any liability,
obligation or agreement of any maker hereof to or with the holder hereof;
(d) Occurrence of any of the following with respect to the Borrower
or any endorser or guarantor hereof: admission in writing of his or its
inability, or be generally unable, to pay his or its debts as they become due,
death, dissolution, termination of existence, cessation of normal business
operations, insolvency, appointment of a receiver of any part of the property
of, legal or equitable assignment, conveyance or transfer of property for the
benefit of creditors by, or the commencement of any proceedings under any
bankruptcy or insolvency laws by or against, such person.
Any deposits or other sums at any time credited by or due from the
holder to the Borrower, or to any endorser or guarantor hereof, and any
securities or other property of the Borrower or any such endorser or guarantor
at any time in the possession of the holder may at all times be held and
treated as collateral for the payment of this note and any and all other
liabilities (direct or indirect, absolute or contingent, sole, joint or
several, secured or unsecured, due or to become due, now existing or hereafter
arising) of the Borrower to the holder. Regardless of the adequacy of
collateral, the holder may apply or set off such deposits or other sums
against such liabilities at any time in the case of the Borrower, but only
with respect to matured liabilities in the case of endorsers and guarantors.
The Borrower and every endorser and guarantor of this note hereby
waive presentment, demand, notice, protest and all other demands and notices
in connection with the delivery, acceptance, performance, default or
enforcement hereof and consent that this note may be extended from time to
time and that no extension or other indulgence, and no substitution, release
or surrender of collateral and no discharge or release of any other party
primarily or secondarily liable hereon, shall discharge or otherwise affect
the liability of the Borrower or any such endorser or guarantor. No delay or
omission on the part of the holder in exercising any right hereunder shall
operate as a waiver of such right or of any other right hereunder, and a
waiver of any such right on any one occasion shall not be construed as a bar
to or waiver of any such right on any future occasion.
This note is secured by any and all collateral at any time granted to
Bank to secure any obligations of any maker hereof.
The Borrower and every endorser and guarantor of this note agree to
pay on demand all costs and expenses (including legal costs and attorneys'
fees) incurred or paid by the holder in enforcing this note on default.
This note shall take effect as a sealed instrument and shall be
governed by the laws of the Commonwealth of Massachusetts.
Address Westerbeke Corporation
------- ----------------------
Borrower's Name (print or type)
Avon Industrial Park By /s/ Xxxx X. Xxxxxxxxxx, Xx.
-------------------- -----------------------------
Signature Xxxx X. Xxxxxxxxxx, Xx.
Avon, MA 02322
---------------
By _____________________________
Signature
