EXHIBIT 4.7
SWINGLINE NOTE
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U.S. $2,000,000 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
Swingline Expiry Date (as defined in the Agreement) the principal sum of TWO
MILLION DOLLARS or, if less, the unpaid principal amount of all Swingline 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 Swingline 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 the Swingline Note 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
Swingline Expiry Date, in whole or in part.
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/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
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