Exhibit 10(d)
STATE STREET BANK 000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000-0804
April 25, 1997
Westerbeke Corporation
Avon Industrial Park
Avon, MA 02322
RE: Loan Facility
Ladies and Gentlemen:
State Street Bank and Trust Company (the "Bank") has made available to
Westerbeke Corporation, a corporation organized under the laws of The
Commonwealth of Massachusetts (the "Borrower") a $3,000,000 revolving line
of credit (the "Line of Credit") as described in a letter agreement dated
March 20, 1996 (as amended, the "Letter Agreement"). All obligations of the
Borrower arising under the Line of Credit are evidenced by a Time Note in
the original principal amount of $3,000,000 dated June 4, 1992 from the
Borrower to the order of the Bank (as amended, the "Note") and secured by
collateral as described in a Security Agreement (Inventory and Accounts
Receivable) dated June 4, 1992 (the "Security Agreement"). The Borrower has
requested, and the Bank has agreed, to increase the amount of the Line of
Credit and increase the inventory lending cap relating thereto as set forth
herein. Therefore, for good and valuable consideration, the receipt of
which is hereby acknowledged, the Borrower and the Bank hereby agree as
follows:
I. Amendments to Letter Agreement.
1. The Letter Agreement is hereby amended by deleting the following
from the paragraph headed "Line of Credit" and the heading to such
paragraph: "$3,000,000" and substituting the following therefor:
"$4,000,000".
2. The Letter Agreement is hereby further amended by deleting the
following therefrom: "Advances against inventory will be capped at
$2,000,000" and substituting the following therefor: "Advances against
inventory will be capped at $2,500,000".
3. The Letter Agreement is hereby amended by deleting the following
therefrom: "March 31, 1997" and substituting the following therefor:
"March 31, 1998".
4. The Letter Agreement is hereby amended by adding the following at
the end of the paragraph headed "Line of Credit": "The aggregate amount of
advances, face amount of letters of credit and bankers' acceptances made or
issued under the Letter of Credit shall not exceed $4,000,000 at any time
and the Company agrees to pay the amount of advances as necessary to comply
with such limitation without notice or demand by the Bank. Letters of
credit will be issued pursuant to documents executed by the Company as
requested by the Bank following payment of all applicable fees.".
II. Amendments to Note.
The Note is hereby amended by deleting the following therefrom:
"$3,000,000" and "Three Million" and substituting the following therefor
respectively: "$4,000,000" and "Four Million".
III. Amendments to Security Agreement
1. The Security Agreement is hereby amended by deleting the following
therefrom: "May 22, 1992" and substituting the following therefor: "March
20, 1996".
2. The Security Agreement is hereby amended by deleting the following
from Rider 1 thereto: "$3,000,000" and "$2,000,000" and substituting the
following therefor respectively: "$4,000,000" and "$2,500,000".
IV. Miscellaneous.
1. As amended hereby, all terms and conditions of the Letter
Agreement, Note, Security Agreement and all related documents are ratified
and affirmed as of the date hereof and shall continue in full force and
effect.
2. Upon receipt of a fully executed copy of this letter agreement and
such other documents or instruments as the Bank may reasonably request, this
letter agreement shall be deemed to be an instrument under seal and an
amendment to the Letter Agreement and Note to be governed by the laws of The
Commonwealth of Massachusetts effective _______________, 1997.
3. This letter agreement may be executed in counterparts each of
which shall be deemed to be an original document.
Sincerely,
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Assistant Vice President
Acknowledged and accepted:
WESTERBEKE CORPORATION
By: /s/ Xxxxxxxx X. Xxxxxx III
Xxxxxxxx X. Xxxxxx III
Executive VP and COO
Date: April 25, 1997
