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.
Thermo Power Corporation
Promissory Note Due 1999
$160,000,000.00
November 17, 1997
For value received, Thermo Power Corporation, a
Massachusetts corporation (the "Company"), hereby promises to pay
to Thermo Electron Corporation (hereinafter referred to as the
"Payee"), or registered assigns, on November 16, 1999, as
described below, the principal sum of one hundred sixty million
dollars ($160,000,000) 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 90-day 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 BankBoston 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 November 16, 1999.
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
PAGE
hereof, if, at any time after the Company has completed the
purchase of the ordinary shares of Peek plc pursuant to a public
offer to purchase all of such ordinary shares outstanding or
allotted, any of the following events shall have occurred:
(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;
(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.
PAGE
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.
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.
THERMO POWER CORPORATION
By: /s/ J. Timothy Corcoran
----------------------------
J. Timothy Corcoran
President and Chief Executive
Officer
[Corporate Seal]
Attest:
/s/ Sandra L. Lambert
----------------------------------
Sandra L. Lambert
Clerk
cc: Jim Harding
Seth Hoogasian
Maureen Jacobs
Sandra Lambert
Jeff Botte
Andy Pilla
Gina Silvestri
Chris Vinchesi