EXHIBIT 10.6
REVOLVING NOTE
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U.S. $75,000,000 New York, New York
November 7, 1996
FOR VALUE RECEIVED, MOTORS AND GEARS INDUSTRIES, INC., a Delaware
corporation (the "Borrower"), hereby promises to pay to the order of
BANKERS TRUST COMPANY (the "Bank"), in lawful money of the United States of
America in immediately available funds, at the Payment Office (as defined
in the Agreement) initially located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇ on the Final Maturity Date (as defined in the Agreement) the
principal sum of SEVENTY-FIVE MILLION DOLLARS or, if less, the unpaid
principal amount of all Revolving Loans (as defined in the Agreement) made
by the Bank pursuant to the Agreement, payable at such times and in such
amounts as are specified in the Agreement.
The Borrower promises also to pay interest on the unpaid principal
amount of each Revolving Loan made by the Bank in like money at said office
from the date hereof until paid at the rates and at the times provided in
Section 1.08 of the Agreement.
This Note is one of the Revolving Notes referred to in the Credit
Agreement, dated as of November 7, 1996, among the Borrower, the financial
institutions from time to time party thereto (including the Bank) and
Bankers Trust Company, as Agent (as amended, modified or supplemented from
time to time, the "Agreement") and is entitled to the benefits thereof and
of the other Credit Documents (as defined in the Agreement). This Note is
secured by the Security Documents (as defined in the Agreement) and is
entitled to the benefits of the Guaranties (as defined in the Agreement).
As provided in the Agreement, this Note is subject to voluntary prepayment
and mandatory repayment prior to the Final Maturity Date, in whole or in
part, and Revolving Loans may be converted from one Type (as defined in the
Agreement) into another Type to the extent provided in the Agreement.
In case an Event of Default (as defined in the 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 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.
MOTORS AND GEARS INDUSTRIES, INC.
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
