EXHIBIT 10
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THESE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT, AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND
MAY NOT BE SOLD, PLEDGED, MORTGAGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
(1) WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING
THESE SECURITIES OR (2) UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
Thermedics Inc.
Promissory Note Due February 11, 1997
Waltham, Massachusetts
February 13, 1996
For value received, Thermedics Inc., a Massachusetts corporation (the
"Company"), hereby promises to pay to Thermo Electron Corporation
(hereinafter referred to as the "Payee"), or registered assigns, on
February 11, 1997, as described below, the principal sum of fifteen million
dollars ($15,000,000) or such part thereof as then remains unpaid, to pay
interest from the date hereof on the whole amount of said principal sum
remaining from time to time unpaid at a rate per annum equal to the rate of
the Commercial Paper Composite Rate as reported by Merrill Lynch Capital
Markets, as an average of the last five business days of the fiscal
quarter, plus twenty-five (25) basis points, such interest to be payable in
arrears on the first day of each fiscal quarter of the Company during the
term set forth herein, until the whole amount of the principal hereof
remaining unpaid shall become due and payable, and to pay interest on all
overdue principal and interest at a rate per annum equal to the rate of
interest announced from time to time by The First National Bank of Boston
at its head office in Boston, Massachusetts as its "base rate" plus one
percent (1%). Principal and all accrued but unpaid interest shall be repaid
on February 11, 1997. Principal and interest shall be payable in lawful
money of the United States of America, in immediately available funds, at
the principal office of the Payee or at such other place as the legal
holder may designate from time to time in writing to the Company. Interest
shall be computed on an actual 360-day basis.
This Note may be prepaid at any time or from time to time, in whole or
in part, without any premium or penalty. All prepayments shall be applied
first to accrued interest and then to principal.
The then unpaid principal amount of, and interest outstanding on, this
Note shall be and become immediately due and payable without notice or
demand, at the option of the holder hereof, upon the occurrence of any of
the following events:
(a) the failure of the Company to pay any amount due hereunder within
ten (10) days of the date when due;
(b) any representation, warranty or statement made or furnished to
the Payee by the Company in connection with this Note or the
transaction from which it arises shall prove to have been false
or misleading in any material respect as of the date when made or
furnished;
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(c) the failure of the Company to pay its debts as they become due,
the insolvency of the Company, the filing by or against the
Company of any petition under the U.S. Bankruptcy Code (or the
filing of any similar petition under the insolvency law of any
jurisdiction), or the making by the Company of an assignment or
trust mortgage for the benefit of creditors or the appointment of
a receiver, custodian or similar agent with respect to, or the
taking by any such person of possession of, any property of the
Company;
(d) the sale by the Company of all or substantially all of its
assets;
(e) the merger or consolidation of the Company with or into any other
corporation in a transaction in which the Company is not the
surviving entity;
(f) the issuance of any writ of attachment, by trustee process or
otherwise, or any restraining order or injunction not removed,
repealed or dismissed within thirty (30) days of issuance,
against or affecting the person or property of the Company or any
liability or obligation of the Company to the holder hereof; and
(g) the suspension of the transaction of the usual business of the
Company.
Upon surrender of this Note for transfer or exchange, a new Note or
new Notes of the same tenor dated the date to which interest has been paid
on the surrendered Note and in an aggregate principal amount equal to the
unpaid principal amount of the Note so surrendered will be issued to, and
registered in the name of, the transferee or transferees. The Company may
treat the person in whose name this Note is registered as the owner hereof
for the purpose of receiving payment and for all other purposes.
In case any payment herein provided for shall not be paid when due,
the Company further promises to pay all cost of collection, including all
reasonable attorneys' fees.
No delay or omission on the part of the Payee in exercising any right
hereunder shall operate as a waiver of such right or of any other right of
the Payee, nor shall any delay, omission or waiver on any one occasion be
deemed a bar to or waiver of the same or any other right on any future
occasion. The Company hereby waives presentment, demand, notice of
prepayment, protest and all other demands and notices in connection with
the delivery, acceptance, performance, default or enforcement of this
Note. The undersigned hereby assents to any indulgence and any extension
of time for payment of any indebtedness evidenced hereby granted or
permitted by the Payee.
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This Note shall be governed by and construed in accordance with, the
laws of the Commonwealth of Massachusetts and shall have the effect of a
sealed instrument.
THERMEDICS INC.
By: John.W. Wood, Jr.
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John W. Wood, Jr.
President
[Corporate Seal]
Attest:
Sandra L. Lambert
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Sandra L. Lambert
Clerk
cc: Ron Burman
Seth Hoogasian
Maureen Jacobs
Gary Jones
Sandra Lambert
Karen Levin
Chris Vinchesi