WITNESSETHIndemnification Agreement • January 3rd, 1997 • Motors & Gears Inc • Delaware
ARTICLE I THE MERGER ----------Merger Agreement • January 3rd, 1997 • Motors & Gears Inc
AGREEMENT ---------Collective Bargaining Agreement • January 3rd, 1997 • Motors & Gears Inc
JOINDER AGREEMENT -----------------Joinder Agreement • January 3rd, 1997 • Motors & Gears Inc
LOGO]Letter of Credit Agreement • January 3rd, 1997 • Motors & Gears Inc • New York
EXHIBIT 10.21 EMPLOYMENT AND NONCOMPETITION AGREEMENT --------------------------------------- THIS EMPLOYMENT AND NONCOMPETITION AGREEMENT (this "Agreement"), dated as of the 22nd day of September, 1995, by and between MK HOLDINGS, INC., an Illinois...Employment and Noncompetition Agreement • January 3rd, 1997 • Motors & Gears Inc • Illinois
EXHIBIT 10.20 EMPLOYMENT AND NONCOMPETITION AGREEMENT --------------------------------------- THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated as of the 22nd day of September, 1995, by and between MK HOLDINGS, INC., an Illinois corporation...Employment Agreement • January 3rd, 1997 • Motors & Gears Inc • Illinois
EXHIBIT 4.7 SWINGLINE NOTE --------------Swingline Note • January 3rd, 1997 • Motors & Gears Inc • New York
MK HOLDINGS, INC. SECURED NOTE DUE DECEMBER 26, 1996Secured Note • January 3rd, 1997 • Motors & Gears Inc
EXHIBIT 10.15 INTERCOMPANY NOTE -----------------Intercompany Note • January 3rd, 1997 • Motors & Gears Inc • New York
FOR VALUE RECEIVED, MERKLE-KORFF INDUSTRIES, INC., an Illinois 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.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND ACCORDINGLY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER...Non-Negotiable Subordinated Note • January 3rd, 1997 • Motors & Gears Inc
WITNESSETH: ----------Tax Sharing Agreement • January 3rd, 1997 • Motors & Gears Inc • Illinois
EXHIBIT 10.18 INDUSTRIAL BUILDING LEASE ------------------------- This Industrial Building Lease (the "Lease") is made as of the 22nd day of September, 1995, by and between FJM REALTY, INC., an Illinois corporation (hereafter referred to as...Industrial Building Lease • January 3rd, 1997 • Motors & Gears Inc
BETWEEN LODGE 2164 INTERNATIONAL ASSOCIATION OF MACHINISTS & AEROSPACE WORKERS (AFL - CIO) AND THE IMPERIAL ELECTRIC COMPANY AKRON, OHIO AND EFFECTIVE JUNE 28, 1995 TO JUNE 27, 2000Working Agreement • January 3rd, 1997 • Motors & Gears Inc
c) Holdings shall manufacture and deliver the Products according to the lead times set forth on Exhibit A attached hereto (the "Lead Times"), unless the --------- ---------- Purchase Order specifies a longer period of time. Holdings undertakes to keep...Products Supply Agreement • January 3rd, 1997 • Motors & Gears Inc • Illinois
Lease Year Base Rent ---------- --------- 1 $63,480.00 2 64,750.00 3 67,366.00 4 66,045.00 5 68,713.00 6 70,087.00 7 71,489.00 8 72,919.00 9 74,377.00 10 75,865.00 11 77,382.00 12 78,930.00 13 80,509.00 14 82,119.00 15 83,761.00Industrial Building Lease • January 3rd, 1997 • Motors & Gears Inc
EXHIBIT 10.11 PARENT SUBORDINATED INTERCOMPANY NOTE -------------------------------------Parent Subordinated Intercompany Note • January 3rd, 1997 • Motors & Gears Inc
This Note is subject to voluntary prepayment, in whole or in part, at the option of the Payor, without premium or penalty, except that any voluntary prepayment of this Note to be used by Payee to repay the outstanding principal of its Senior Unsecured Notes shall be accompanied by the amount of premium to be used by Payee in connection with such repayment of principal of outstanding Senior Unsecured Notes. This Note is not subject to mandatory repayment or acceleration.
EXHIBIT 4.8 SUBSIDIARY GUARANTY ------------------- GUARANTY, dated as of November 7, 1996 (as amended, modified or supplemented from time to time, the "Guaranty"), made by each of the undersigned (each a "Guarantor" and collectively, the...Subsidiary Guaranty • January 3rd, 1997 • Motors & Gears Inc • New York
