BCM Holdings Intercompany Note

EXHIBIT 10.10


INTERCOMPANY NOTE
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New York, New York
November 7, 1996


FOR VALUE RECEIVED, BCM HOLDINGS, INC., an Illinois corporation (the "Payor"), hereby promises to pay on demand to the order of MERKLE-KORFF INDUSTRIES, INC., or its assigns (the "Payee"), in lawful money in 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 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 the Payee.


Upon the earlier to occur of (x) 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 or (y) any exercise of remedies (including any acceleration of Loans or the termination of Commitments) pursuant to Section 10 of the Credit Agreement refe ...