EXHIBIT 10.10
FORM OF SWINGLINE NOTE
$30,000,000 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 Chase Manhattan Bank (the "Bank"), the unpaid Principal Amount (as defined
in the Credit Agreement referred to below) of all Swingline Loans (as defined in
the Credit Agreement) made by the Bank to the Borrower pursuant to the Credit
Agreement in [Dollars]1/ [Pounds Sterling]2/ (as defined in the Credit
Agreement) in immediately available funds, at the office of The Chase Manhattan
Bank (the "Agent") located at [▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇
11245]1/[London, England, Account Name Chase Manhattan Bank, Account Number
CHAPS 40 52 06]2/, on the Swingline Maturity Date (as defined in the Credit
Agreement).
The Borrower also promises to pay interest on the unpaid principal
amount of each Swingline Loan made by the Bank to the Borrower in like
currencies and funds at said office from the date such Swingline Loan is made
until paid at the rates and at the times provided in Section 1.07 of the Credit
Agreement.
This Note is one of the Swingline 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
Swingline Maturity Date, in whole or in part.
_________________________
(1) Insert if the Borrower is RELTEC Holdings, Inc.
(2) Insert if the 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 ▇▇▇▇▇▇▇▇]
By
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