Exhibit A-5
Newport Electric Corporation
Form of Bank Note *
FOR VALUE RECEIVED, the undersigned hereby promises to pay,
as set forth below, to _____________________ (the "Bank"), or
order, the principal sum of _______________ or, if less, the
aggregate outstanding principal amount of all loans evidenced by
this Note made by the bank to the undersigned as shown in the
schedule attached hereto (the "Note Schedule"), together with
interest at the rate or rates set forth in the Note Schedule.
The principal amount of each loan shall be payable on demand or
on the maturity date of such loan as indicated in the Note
Schedule, and in any event, the aggregate outstanding principal
amount of all loans hereunder shall be due and payable on
________________. Accrued interest on each prime rate loan shall
be payable quarterly in arrears on the last business day of each
calendar quarter and at maturity. Interest on the principal
amount of each money market loan as shown on the Note Schedule
shall be payable on the same day as the principal amount of each
is due at the rate set forth on the same line of the Note
Schedule as such principal amount. Interest will be computed on
a 365-day basis for prime rate loans and 60-day for money market
loans, and paid for the actual number of days lapsed. All
payments shall be made in lawful currency of the United States of
America in immediately available funds.
Prepayment of prime rate loans, together with accrued
interest thereon, may be made at any time and from time to time
without penalty or premium. Prepayment of money market loans is
not permitted. In the event that any payment of principal or
interest is not made when due, the unpaid balance of principal
plus accrued interest may, at the option of the Bank, be declared
immediately due and payable. Overdue payments of principal
(whether at stated maturity, by acceleration or otherwise), and,
to the extend permitted by law, overdue interest, shall bear
interest, payable on demand and compounded monthly, at a rate per
annum equal to _______________ of the prime rate.
The undersigned hereby waives presentment, demand, notice of
dishonor, protest and all other demands and notices in connection
with the delivery, acceptance, performance and enforcement of
this Note.
The undersigned agrees to pay all charges of the Bank in
connection with the collection or enforcement of this Note,
including reasonable attorneys' fees.
This instrument shall have the effect of an instrument
executed under seal and shall be governed by the laws of The
Commonwealth of Massachusetts.
By: Newport Electric Corporation
* Form of Bank Notes will vary to accord with the practices of
various banks.
SCHEDULE TO PROMISSORY NOTE
OF NEWPORT ELECTRIC CORPORATION
_____________ XX, 19--
Date and
Date Principal Amount of
of Amount Maturity Interest Payment Notation
Loan of Loan Date Rate Received made by
