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EXHIBIT 10.60
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MASTER NOTE BANKBOSTON, N.A.
$7,500,000.00
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Boston, Massachusetts April 30, 1998
FOR VALUE RECEIVED, the undersigned, (individually and collectively,
jointly and severally, the "BORROWERS") promise to pay to the order of
BankBoston, N.A. a national banking association with offices at 000 Xxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (with any subsequent holder, the "LENDER")
the aggregate unpaid principal balance of loans and advances made by the Lender
to the Borrowers pursuant to the Revolving Credit established pursuant to the
Agented Loan and Security Agreement of even date (as such may be amended
hereafter, the "LOAN AGREEMENT") between the Lender and the Borrowers, with
interest, at the rate and payable in the manner, stated therein.
This is the "Master Note" to which reference is made in the Loan
Agreement, and is subject to all terms and provisions thereof. The principal of,
and interest on, this Note shall be payable as provided in the Loan Agreement
and shall be subject to acceleration as provided therein.
The Lender's books and records concerning the Lender's loans and
advances pursuant to the Revolving Credit, the accrual of interest thereon, and
the repayment of such loans and advances, shall be prima facie evidence of the
indebtedness to the Lender hereunder.
No delay or omission by the Lender in exercising or enforcing any of
the Lender's powers, rights, privileges, remedies, or discretions hereunder
shall operate as a waiver thereof on that occasion nor on any other occasion. No
waiver of any default hereunder shall operate as a waiver of any other default
hereunder, nor as a continuing waiver.
Each of the Borrowers, and each endorser and guarantor of this Note,
respectively waives presentment, demand, notice, and protest, and also waives
any delay on the part of the holder hereof except as provided in the Loan
Agreement or any guaranty. Each assents to any extension or other indulgence
(including, without limitation, the release or substitution of collateral)
permitted by the Lender with respect to this Note and/or any collateral given to
secure this Note or any extension or other indulgence with respect to any other
liability or any collateral given to secure any other liability of any of the
Borrowers or any other person
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obligated on account of this note.
This Note shall be binding upon each of the Borrowers, and each
endorser and guarantor hereof, and upon their respective heirs, successors,
assigns, and representatives, and shall inure to the benefit of the Lender and
its successors, endorsees, and assigns.
The liabilities of the Borrowers, and of any endorser or guarantor of
this Note, are joint and several; provided, however, the release by the Lender
of or any one or more such person, endorser or guarantor shall not release any
other person obligated on account of this Note. Each reference in this Note to
the Borrowers, any endorser, and any guarantor, is to such person individually
and also to all such persons jointly. No person obligated on account of this
Note may seek contribution from any other person also obligated unless and until
all liabilities, obligations and indebtedness to the Lender of the person from
whom contribution is sought have been satisfied in full.
Each of the Borrowers and each endorser and guarantor hereof each
authorizes the Lender to complete this Note if delivered incomplete in any
respect.
This Note shall be governed by the laws of The Commonwealth of
Massachusetts and shall take effect as a sealed instrument.
"PRINCIPAL BORROWERS"
POLYMEDICA CORPORATION POLYMEDICA HEALTHCARE, INC.
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxx
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Title: CFO and Treasurer Title: President
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POLYMEDICA SECURITIES, INC. LIBERTY MEDICAL SUPPLY, INC.
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxx Xxxxxxxxx
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Title: Treasurer Title: President
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"AGENT BORROWER"
POLYMEDICA CORPORATION
By: /s/ Xxxx X. Xxxxxxx
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Title: CFO and Treasurer
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