Parent Subordinated Intercompany Note Sample Contracts

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.

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