EXHIBIT 10.12
INTERCOMPANY NOTE
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New York, New York
November 7, 1996
FOR VALUE RECEIVED, THE NEW ▇▇▇▇▇ MOTORS COMPANY, a Delaware corporation
(the "Payor"), hereby promises to pay on demand to the order of Motors and Gears
Industries, Inc., or its assigns (the "Payee"), in lawful money of the United
States of America in immediately available funds, at such location in the United
States of America as the Payee shall from time to time designate, the unpaid
principal amount of all loans and advances made by the Payee to the Payor.
The Payor promises also to pay interest on the unpaid principal amount
hereof in like money at said office from the date hereof until paid at such rate
per annum as shall be agreed upon from time to time by the Payor and Payee.
Upon the earlier to occur of (x) the commencement of any bankruptcy,
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar proceeding of any jurisdiction relating to
the Payor or (y) any exercise of remedies (including any acceleration of Loans
or the termination of Commitments) pursuant to Section 10 of the Credit
Agreement referred to below, the unpaid principal amount hereof shall become
immediately due and payable without presentment, demand, protest or notice of
any kind in connection with this Note.
This Note is one of the Intercompany Notes referred to in the Credit
Agreement, dated as of November 7, 1996, among Motors and Gears Industries,
Inc., the financial institutions from time to time party thereto and Bankers
Trust Company, as Agent (as amended, modified or supplemented from time to time,
the "Credit Agreement") and is subject to the terms thereof, and shall be
pledged by the Payee pursuant to the Pledge Agreement (as defined in the Credit
Agreement). The Payor hereby acknowledges and agrees that the Collateral Agent
(as defined in the Pledge Agreement) may, pursuant to the Pledge Agreement as in
effect from time to time, exercise all rights provided therein with respect to
this Note.
The Payee is hereby authorized (but shall not be required) to record all
loans and advances made by it to the Payor (all of which shall be evidenced by
this Note), and all repayments or prepayments thereof, in its books and records,
such books and records constituting prima facie evidence of the accuracy of
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the information contained therein.
All payments under this Note shall be made without offset, counterclaim
or deduction of any kind.
The Payor hereby waives presentment, demand, protest or notice of any
kind in connection with this Note.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.
THE NEW ▇▇▇▇▇ MOTORS COMPANY
By /s/
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Title:
Pay to the order of
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THE NEW IMPERIAL ELECTRIC COMPANY
By /s/
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Title:
