Exhibit 10(b)
TIME NOTE - GRID - FLUCTUATING INTEREST
$4,000,000.00 April 3, 1998
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Boston, Massachusetts
On March 31, 1999, 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,
Four 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% 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 grid 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 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
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Borrower's Name (print or type)
Avon Industrial Park By /s/ Xxxxxxxx X. Xxxxxx XXX
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Xxxxxxxx X. Xxxxxx XXX
Executive VP and COO
Avon, MA 02322
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