EXHIBIT 10.9
FORM OF MCRF NOTE
$[MCRF Commitment in Dollars] New York, New York
September 26, 1996
FOR VALUE RECEIVED, [INSERT NAME OF BORROWER] a [Delaware](1) [United
Kingdom](2) corporation (the "Borrower"), hereby promises to pay to the order of
_________________________ (the "Bank"), the Unpaid Principal Amount (as defined
in the Credit Agreement referred to below) in Dollars, Deutsche Marks, Pounds
Sterling or Yen (as such terms are defined in the Credit Agreement),
respectively, to the extent made in respect of any such MCRF Loan (as defined in
the Credit Agreement) denominated in Dollars, Deutsche Marks, Pounds Sterling or
Yen, as the case may be, of all MCRF Loans made by the Bank to the Borrower
pursuant to the Credit Agreement, in immediately available funds, at the
appropriate Payment Office (as defined in the Credit Agreement), on the Maturity
Date (as defined in the Credit Agreement).
The Borrower promises also to pay interest on the unpaid principal
amount of each MCRF Loan made by the Bank to the Borrower in like currencies and
funds at said offices from the date hereof until paid at the rates and at the
times provided in Section 1.07 of the Credit Agreement.
This Note is one of the MCRF Notes referred to in the Amendment and
Restatement, dated as of September 20, 1996, amending and restating the Credit
Agreement, dated as of July 31, 1995, among RELTEC Holdings, Inc. and RELTEC
(UK) Limited, the financial institutions from time to time party thereto (the
"Banks") (including the Bank), and the Agent (as from time to time in effect,
the "Credit Agreement"), and is entitled to the benefits thereof and of the
other Credit Documents (as defined in the Credit Agreement). As provided in the
Credit Agreement, this Note is subject to mandatory repayment prior to the
Maturity Date, in whole or in part.
_________________________
(1) Insert if Borrower is RELTEC Holdings, Inc.
(2) Insert if Borrower is RELTEC (UK) Limited.
Page 2
In case an Event of Default (as defined in the Credit Agreement) shall
occur and be continuing, the principal of and accrued interest on this Note may
be declared to be due and payable in the manner and with the effect provided in
the Credit Agreement.
The Borrower hereby waives presentment, demand, protest or notice of
any kind in connection with this Note.
THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAW OF THE STATE OF NEW YORK.
[NAME OF XXXXXXXX]
By
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