MTW » Topics » FORM OF INTERCOMPANY NOTE

This excerpt taken from the MTW 10-K filed Mar 1, 2007.

FORM OF INTERCOMPANY NOTE

[Date]

FOR VALUE RECEIVED, [NAME OF PAYOR] (the “Payor”) hereby promises to pay on demand to the order of                             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.

The Payor promises also to pay interest on the unpaid principal amount hereof in like money at said office from the date hereof until paid at such rate per annum as shall be agreed upon from time to time by the Payor and Payee.

Upon the commencement of any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar proceeding of any jurisdiction relating to the Payor, the unpaid principal amount hereof shall become immediately due and payable without presentment, demand, protest or notice of any kind in connection with this Note.

This Note evidences certain permitted intercompany indebtedness referred to in the Amended and Restated Credit Agreement, dated as of December      , 2006 (as amended, modified, restated and/or supplemented from time to time, the “Credit Agreement”), among The Manitowoc Company, Inc., the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, and is subject to the terms thereof[, and shall be pledged by the Payee pursuant to the Pledge Agreement (as defined in the Credit Agreement).  The Payor hereby acknowledges and agrees that the Pledgee pursuant to and as defined in the Pledge Agreement, as in effect from time to time, may exercise all rights provided therein with respect to this Note].

[This Note, and all of the Payor’s obligations hereunder, shall be subordinate and junior to all Senior Indebtedness (as defined in Section 1.07 of Annex A hereto) on the terms and conditions set forth in Annex A hereto, which Annex A is incorporated herein by reference and made a part hereof as if set forth herein in its entirety.](6)


(6)                                  Insert in all Intercompany Notes in which the Payor is either the Borrower or a Subsidiary Guarantor and the Payee is neither the Borrower nor a Subsidiary Guarantor.

The Payee is hereby authorized to record all loans and advances made by it to the Payor (all of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein.




All payments under this Note shall be made without offset, counterclaim or deduction of any kind.

This excerpt taken from the MTW 8-K filed Jun 14, 2005.

FORM OF INTERCOMPANY NOTE

 

[Date]

 

FOR VALUE RECEIVED, [NAME OF PAYOR] (the “Payor”) hereby promises to pay on demand to the order of                       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.

 

The Payor promises also to pay interest on the unpaid principal amount hereof in like money at said office from the date hereof until paid at such rate per annum as shall be agreed upon from time to time by the Payor and Payee.

 

Upon the commencement of any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar proceeding of any jurisdiction relating to the Payor, the unpaid principal amount hereof shall become immediately due and payable without presentment, demand, protest or notice of any kind in connection with this Note.

 

This Note evidences certain permitted intercompany indebtedness referred to in the Credit Agreement, dated as of June 10, 2005 (as amended, modified, restated and/or supplemented from time to time, the “Credit Agreement”), among The Manitowoc Company, Inc., the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, and is subject to the terms thereof[, and shall be pledged by the Payee pursuant to the Pledge Agreement (as defined in the Credit Agreement).  The Payor hereby acknowledges and agrees that the Pledgee pursuant to and as defined in the Pledge Agreement, as in effect from time to time, may exercise all rights provided therein with respect to this Note].

 

[This Note, and all of the Payor’s obligations hereunder, shall be subordinate and junior to all Senior Indebtedness (as defined in Section 1.07 of Annex A hereto) on the terms and conditions set forth in Annex A hereto, which Annex A is incorporated herein by reference and made a part hereof as if set forth herein in its entirety.](6)

 

The Payee is hereby authorized to record all loans and advances made by it to the Payor (all of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books and records, such books and records constituting prima facie evidence of the accuracy of the information contained therein.

 


(6)                                  Insert in all Intercompany Notes in which the Payor is either the Borrower or a Subsidiary Guarantor and the Payee is neither the Borrower nor a Subsidiary Guarantor.

 



 

All payments under this Note shall be made without offset, counterclaim or deduction of any kind.

 

EXCERPTS ON THIS PAGE:

10-K
Mar 1, 2007
8-K
Jun 14, 2005
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