Exhibit 10(b)
TIME NOTE - GRID - FLUCTUATING INTEREST
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$5,000,000.00 May 23, 2000
Boston, Massachusetts
On March 31, 2001, for value received, Westerbeke Corporation (the
"Borrower") promises to pay to the order of CITIZENS BANK OF MASSACHUSETTS
("Bank") at the office of Bank located at 00 Xxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000, or such other place as the holder hereof shall
designate, Five Million DOLLARS ($5,000,000) 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 either, as
selected by Borrower (i) a fluctuating interest rate per annum equal to 0%
above Bank's Prime Rate in effect from time to time or (ii) LIBOR plus two
and one quarter percent (2.25%). Each change in such interest rate for
loans bearing interest with reference to the Prime Rate shall take effect
simultaneously with the corresponding change in such Prime Rate. "Prime
Rate" shall mean the rate of interest announced by Bank from time to time
as its "Prime Rate". LIBOR shall be determined as provided under that
certain letter agreement between Bank and Borrower dated the date hereof.
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 grid attached hereto 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 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.
Westerbeke Corporation
By /s/ Xxxxxxx Xxxxxxxxxx
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Xxxxxxx Xxxxxxxxxx
Asst. Secretary and CFO
ADDRESS:
Avon Industrial Park
Avon, MA 02322
