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Exhibit 4.4
PLEDGE AGREEMENT
AND IRREVOCABLE PROXY
PLEDGE AGREEMENT dated as of November 29, 1999 among Laars, Inc.,
a Delaware corporation ("Laars"), Water Pik Technologies, Inc., a Delaware
corporation ("Holdings") (Laars and Holdings are each sometimes referred to
herein as a "Grantor" and collectively as the "Grantors") and The Chase
Manhattan Bank, a New York banking corporation, as agent (the "Agent") for (i)
the lenders ("the Lenders") named in Schedule 2.01 of the Restated Credit
Agreement dated as of the date hereof, among Water Pik Technologies, Inc., a
Delaware corporation ("Water Pik"), Laars, (together with Water Pik, the
"Borrowers"), the guarantors named therein (the "Guarantors"), the Lenders and"
the Agent (as amended, modified or supplemented from time to time in accordance
with its terms, the "Credit Agreement") and (ii) for itself as issuer of the
Letters of Credit. Capitalized terms used herein and not defined herein shall
have the respective meanings assigned to such terms in the Credit Agreement.
The Agent and the Lenders have agreed to extend Loans and certain
other financial accommodations including, without limitation, the issuance of
Letters of Credit to the Borrowers pursuant to, and subject to the terms and
conditions of, the Credit Agreement. The obligation of the Lenders to extend
such Loans and of the Agent to issue Letters of Credit under the Credit
Agreement is conditioned on the execution and delivery by the Grantors of a
pledge agreement in the form hereof to secure the following (collectively, the
"Secured Obligations"): (i) all Obligations, (ii) all obligations of the
Grantors at any time and from time to time under this Pledge Agreement, and
(iii) all other obligations of the Grantors and the Guarantors at any time and
from time to time under the Credit Agreement and the other Loan Documents and
(iv) all obligations of Holdings at any time and from time to time under the
Holdings Guaranty.
Accordingly, the Grantors and the Agent hereby agree as follows:
1. Pledge. As security for the payment and performance in full of
the Secured Obligations, each Grantor hereby transfers, grants, bargains, sells,
conveys, hypothecates, pledges, sets over, endorses over, and delivers unto the
Agent, and grants to the Agent, for its own benefit and for the benefit of the
Lenders, a security interest in, (a) the shares of capital stock listed in
Schedule I annexed hereto next to such Grantor's name (the "Initial Pledged
Stock") and any additional shares of" common stock of the issuers listed in
Schedule I annexed hereto obtained in the future by the Grantors (collectively,
the Initial Pledged Stock together with all such additional shares pledged in
the future, the "Pledged Stock"), (b) all instruments of indebtedness (whether
now existing or hereinafter arising) by any of the issuers listed in Schedule I
annexed hereto which name any Grantor as payee thereunder (the "Pledged Debt")
and (c) subject to Section 5 below, all proceeds of the Pledged Stock and
Pledged
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Debt, including, without limitation, all cash, securities or other property at
any time and from time to time receivable or otherwise distributed in respect of
or in exchange for any of or all such Pledged Stock or Pledged Debt (the items
referred to in clauses (a) through (c) being collectively called the
"Collateral"). Upon delivery to the Agent, any securities now or hereafter
included in the Collateral including, without limitation, the Pledged Stock (the
"Pledged Securities") shall be accompanied by undated stock powers duly executed
in blank or other instruments of transfer satisfactory to the Agent and by such
other instruments and documents as the Agent may reasonably request. Each
delivery of Pledged Securities shall be accompanied by a schedule showing a
description of the securities theretofore and then being pledged hereunder,
which schedule shall be attached hereto as Schedule I and made a part hereof.
Each schedule so delivered shall supersede any prior schedules so delivered.
2. Delivery of Collateral. Each Grantor agrees to deliver
promptly or cause to be delivered to the Agent any and all Pledged Securities,
and any and all certificates or other instruments or documents representing any
of the Collateral (together with any necessary endorsement).
3. Representations, Warranties and Covenants. Each Grantor hereby
represents, warrants and covenants to and with the Agent that:
(a) except for the security interest granted to the Agent, each
Grantor (i) is and, subject to the provisions of the Credit Agreement, will at
all times continue to be the direct owner, beneficially and of record, of the
Pledged Securities that it is pledging hereunder and is and will continue to be
the holder of the Pledged Debt that it is pledging hereunder except for the
delivery and endorsement over of such Pledged Debt to the Agent as contemplated
hereunder, (ii) holds the Collateral that it is pledging hereunder free and
clear of all Liens, charges, encumbrances and security interests of every kind
and nature, and the Pledged Stock is subject to no options to purchase or any
similar or other rights of any person, (iii) will make no assignment, pledge,
hypothecation or, subject to the provisions of the Credit Agreement, transfer
of, or create any security interest in, the Collateral that it is pledging
hereunder including, without limitation, by virtue of becoming bound by any
agreement which restricts in any manner the rights of any present or future
holder of any Pledged Stock with respect thereto, and (iv) subject to Section 5
below, will cause any and all Collateral, whether for value paid by a Grantor or
otherwise, to be forthwith deposited with the Agent and pledged or assigned
hereunder;
(b) each Grantor (i) has good right and legal authority to pledge
the Collateral it is pledging hereunder in the manner hereby done or
contemplated, (ii) will not amend, modify or supplement any Pledged Security
(including, without limitation, any Pledged Debt) without the prior written
consent of the Agent, nor forgive any Indebtedness evidenced by any Pledged
Security, and (iii) will defend its title or interest thereto or therein against
any and all attachments, Liens, claims, encumbrances, security interests or
other impediments of any nature, however arising, of all persons whomsoever;
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(c) no consent or approval of any governmental body or regulatory
authority or any securities exchange was or is necessary to the validity of the
pledge effected hereby;
(d) by virtue of the execution and delivery by each Grantor of
this Agreement, when the certificates, instruments or other documents
representing or evidencing the Collateral are delivered to the Agent in
accordance with this Agreement, the Agent will obtain a valid and perfected
first Lien upon and security interest in such Collateral as security for the
repayment of the Secured Obligations, prior to all other Liens and encumbrances
thereon and security interests therein;
(e) the pledge effected hereby is effective to vest in the Agent
the rights of the Agent in the Collateral as set forth herein; and
(f) all of the Pledged Stock has been duly authorized and validly
issued and as at the date hereof, the Initial Pledged Stock constitutes all of
the issued and outstanding shares of capital stock of the issuers listed on
Schedule I annexed hereto.
All representations, warranties and covenants of the Grantors contained in this
Agreement shall survive the execution, delivery and performance of this
Agreement until the termination of this Agreement pursuant to Section 15 hereof.
4. Registration in Nominee Name; Denominations. Upon the
occurrence and during the continuance of an Event of Default, the Agent shall
have the right (in its sole and absolute discretion with subsequent notice to
the Grantors) to transfer to or to register the Pledged Securities in its own
name or the name of its nominee. In addition, the Agent shall at all times have
the right to exchange the certificates representing Pledged Securities for
certificates of smaller or larger denominations for any purpose consistent with
this Agreement.
5. Voting Rights; Dividends; etc. (a) Unless and until an Event
of Default hereunder shall have occurred and be continuing:
(i) Each Grantor shall be entitled to exercise any
and all voting and/or consensual rights and powers accruing to an owner of
Pledged Securities or any part thereof for any purpose not inconsistent with the
terms of this Agreement and the Credit Agreement provided that such action would
not adversely affect the rights inuring to the Agent or the Lenders under this
Agreement or the Credit Agreement or adversely affect the rights and remedies of
the Agent or the Lenders under this Agreement or the Credit Agreement or the
ability of the Agent or the Lenders to exercise the same.
(ii) The Agent shall execute and deliver to the Grantors, or
cause to be executed and delivered to the Grantors, all such proxies, powers of
attorney, and other instruments as the Grantors may reasonably request for the
purpose of enabling the Grantors to exercise the voting and/or consensual rights
and powers which they are entitled to exercise pursuant to subparagraph (i)
above.
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(iii) The Grantors shall be entitled to receive and retain any
and all cash dividends paid on the Pledged Securities only to the extent that
such cash dividends are permitted by, and otherwise paid in accordance with the
terms and conditions of, the Credit Agreement and applicable laws. Any and all
a. noncash dividends,
b. stock or dividends paid or payable in cash or
otherwise in connection with a partial or total liquidation or dissolution, and
c. instruments, securities, other distributions in
property, return of capital, capital surplus or paid-in surplus or other
distributions made on or in respect of Pledged Securities (other than dividends
permitted by this Section 5(a)(iii)), whether paid or payable in cash or
otherwise, whether resulting from a subdivision, combination or reclassification
of the outstanding capital stock of the issuer of any Pledged Securities or
received in exchange for Pledged Securities or any part thereof, or in
redemption thereof, as a result of any merger, consolidation, acquisition or
other exchange of assets to which such issuer may be a party or otherwise,
shall be and become part of the Collateral, and, if received by any Grantor,
shall not be commingled by such Grantor with any of its other funds or property
but shall be held separate and apart therefrom, shall be held in trust for the
benefit of the Agent and the Lenders and shall be forthwith delivered to the
Agent in the same form as so received (with any necessary endorsement).
(b) Upon the occurrence and during the continuance of an Event of
Default, all rights of any Grantor to receive any dividends, stock, instruments,
securities and other distributions which such Grantor is authorized to receive
pursuant to paragraph (a)(iii) of this Section 5 shall cease, and all such
rights shall thereupon become vested in the Agent, which shall have the sole and
exclusive right and authority to receive and retain such dividends. All
dividends which are received by any Grantor contrary to the provisions of this
Section 5(b) shall be received in trust for the benefit of the Agent, shall be
segregated from other property or funds of such Grantor and shall be forthwith
delivered to the Agent as Collateral in the same form as so received (with any
necessary endorsement). Any and all money and other property paid over to or
received by the Agent pursuant to the provisions of this Section 5 (b) shall be
retained by the Agent in an account to be established by the Agent upon receipt
of such money or other property and shall be applied in accordance with the
provisions of Section 9 hereof.
(c) Upon the occurrence and during the continuance of an Event of
Default, all rights of any Grantor to exercise the voting and consensual rights
and pursuant to the irrevocable proxy granted herein, powers which it is
entitled to exercise pursuant to Section 5(a)(i) shall cease, and all such
rights shall thereupon become vested in the Agent, which shall have the sole and
exclusive right and authority to exercise such voting and consensual rights and
powers.
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(d) As long as the Credit Agreement remains in effect and until
all of the Secured Obligations have been paid fully and indefeasibly, any
payments made in respect of the Pledged Debt shall be and become part of the
Collateral, and, if received by any Grantor, shall not be commingled by such
Grantor with any of its other funds or property but shall be held separate and
apart therefrom, shall be held in trust for the benefit of the Agent and the
Lenders and shall be forthwith delivered to the Agent in the same form as so
received.
(e) In order to permit the Agent to exercise the voting and other
consensual rights which it may be entitled to exercise pursuant to Section 5(c)
and to receive all dividends and other distributions which it may be entitled to
receive under Section 5(a)(iii) or Section 5(b), each Grantor shall promptly
execute and deliver (or cause to be executed and delivered) to the Agent all
such proxies, dividend payment orders and other instruments as the Agent may
from time to time reasonably request.
Without limiting the effect of the foregoing, each Grantor does
hereby constitute and appoint the Agent as its proxy, and the Agent shall have
the right, upon the occurrence and during the continuance of an Event of
Default, to exercise all rights, benefits, privileges and powers accruing to
such Grantor, as owner of the Pledged Securities, including, without limitation,
giving or withholding consent, calling and attending shareholders meetings to be
held from time to time with full power to vote and act for and in the name,
place, and stead of such Grantor and in the same manner, to the same extent, and
with the same effect that such Grantor would if personally present at such
meetings, giving to the Agent full power of substitution and revocation, which
proxy shall be effective, automatically and without the necessity of any action
(including any transfer of any Pledged Stock on the record books of the issuer
thereof) by any person (including the issuer of the Pledged Stock or any officer
or agent thereof).
THIS PROXY IS IRREVOCABLE
Any proxy or proxies heretofore given by any Grantor to any
person or persons whatsoever are hereby revoked. This proxy shall continue in
full force and effect until such time as all Secured Obligations are paid and
satisfied in full in accordance with the terms of the Credit Agreement.
6. Issuance of Additional Stock. Each Grantor agrees that it will
cause each of its subsidiaries not to issue any stock or other securities,
whether in addition to, by stock dividend or other distribution upon, or in
substitution for, the Pledged Securities or otherwise.
7. Supplemental Documentation. In connection with the execution
and delivery of this Agreement each Grantor shall furnish or cause to be
furnished to the Agent on or prior to the Closing Date a certificate signed by a
Responsible Officer of such Grantor dated the Closing Date, certifying that, as
of the date of such certificate, all representations and warranties of such
Grantor in Section 3
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hereof are true and correct and that such Grantor is in compliance with all
conditions, agreements and covenants to be observed or performed hereunder.
8. Remedies upon Event of Default. If an Event of Default shall
have occurred and be continuing, the Agent may sell or otherwise dispose of all
or any part of the Collateral, at public or private sale or at any broker's
board or on any securities exchange, for cash, upon credit or for future
delivery as the Agent shall deem appropriate. Each such purchaser at any such
sale shall hold the property sold absolutely, free from any claim or right on
the part of any Grantor, and each Grantor hereby waives (to the extent permitted
by law) all rights of redemption, stay and appraisal which such Grantor now has
or may at any time in the future have under any rule of law or statute now
existing or hereafter enacted.
The Agent shall give the applicable Grantor 10 days' written
notice (which each Grantor agrees is reasonable notice within the meaning of
Section 9-504(3) of the Uniform Commercial Code as in effect in New York) of the
Agent's intention to make any sale of Collateral. Such notice, in the case of a
public sale, shall state the time and place for such sale and, in the case of a
sale at a broker's board or on a securities exchange, shall state the board or
exchange at which such sale is to be made and the day on which the Collateral,
or portion thereof, will first be offered for sale at such board or exchange.
Any such public sale shall be held at such time or times within ordinary
business hours and at such place or places as the Agent may fix and state in the
notice (if any) of such sale. At any such sale, the Collateral, or portion
thereof, to be sold may be sold in one lot as an entirety or in separate
parcels, as the Agent may (in its sole and absolute discretion) determine. The
Agent shall not be obligated to make any sale of any Collateral if it shall
determine not to do so, regardless of the fact that notice of sale of such
Collateral shall have been given. The Agent may, without notice or publication,
adjourn any public or private sale or cause the same to be adjourned from time
to time by announcement at the time and place fixed for sale, and such sale may,
without further notice, be made at the time and place to which the same was so
adjourned. In case any sale of all or any part of the Collateral is made on
credit or for future delivery, the Collateral so sold may be retained by the
Agent until the sale price is paid by the purchaser or purchasers thereof, but
the Agent shall not incur any liability in case any such purchaser or purchasers
shall fail to take up and pay for the Collateral so sold and, in case of any
such failure, such Collateral may be sold again upon like notice. At any public
sale made pursuant to this Section 0, Xxx Xxxxx Xxxxxxxxx Bank or any Lender may
bid for or purchase, free (to the extent permitted by law) from any right of
redemption, stay or appraisal on the part of any Grantor (all said rights being
also hereby waived and released to the extent permitted by law), with respect to
the Collateral or any part thereof offered for sale and The Chase Manhattan Bank
or any such Lender may make payment on account thereof by using any claim then
due and payable to The Chase Manhattan Bank or any such Lender from such Grantor
as a credit against the purchase price, and The Chase Manhattan Bank or any such
Lender may, upon compliance with the terms of sale, hold, retain and dispose of
such property without further accountability to such Grantor therefor. For
purposes hereof, a written agreement to purchase the Collateral or any portion
thereof shall be treated as a sale thereof; the Agent shall be free to carry out
such sale and purchase pursuant to such
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agreement, and no Grantor shall be entitled to the return of the Collateral or
any portion thereof subject thereto, notwithstanding the fact that after the
Agent shall have entered into such an agreement all Events of Default shall have
been remedied and the Secured Obligations paid in full. The Grantors, jointly
and severally, shall remain liable for any deficiency. As an alternative to
exercising the power of sale herein conferred upon it, the Agent may proceed by
a suit or suits at law or in equity to foreclose this Agreement and to sell the
Collateral or any portion thereof pursuant to a judgment or decree of a court or
courts having competent jurisdiction or pursuant to a proceeding by a
court-appointed receiver.
9. Application of Proceeds of Sale. The proceeds of any sale of
Collateral, as well as any Collateral consisting of cash, shall be applied by
the Agent as follows:
FIRST, to the Agent to reimburse the Agent for that portion of
the payments, if any, made by it with respect to Letters of Credit for which a
Lender, as a participant in such Letter of Credit pursuant to Section 2.18 of
the Credit Agreement, failed to pay its pro rata share thereof as required
pursuant to such Section 2.18;
SECOND, to the payment of all reasonable costs and expenses
incurred by the Agent in connection with such sale or otherwise in connection
with this Agreement or any of the Secured Obligations, including, but not
limited to, all court costs and the reasonable fees and expenses of its agents
and legal counsel, the repayment of all advances made by the Agent hereunder on
behalf of the Grantors or to protect and preserve the Collateral and any other
reasonable costs or expenses incurred in connection with the exercise of any
right or remedy hereunder;
THIRD, to the Agent to be held as cash collateral to the extent
of undrawn amounts, if any, of outstanding Letters of Credit;
FOURTH, pro rata to the payment in full of principal and interest
in respect of any Loans outstanding (pro rata as among the Lenders in accordance
with the amounts of the Loans made by them pursuant to the Credit Agreement);
FIFTH, pro rata to the payment in full of all Secured Obligations
(other than those referred to above) owed to the Lenders (pro rata as among the
Lenders in accordance with their respective Commitments); and
SIXTH, to the Grantors, their successors or assigns, or as a
court of competent jurisdiction may otherwise direct.
10. Agent Appointed Attorney-in-Fact. Each Grantor hereby
appoints the Agent its attorney-in-fact for the purpose of carrying out the
provisions of this Agreement and taking any action and executing any instrument
which the Agent may deem necessary or advisable to accomplish the
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purposes hereof, which appointment is irrevocable and coupled with an interest.
Without limiting the generality of the foregoing, the Agent shall have the
right, upon the occurrence and during the continuance of an Event of Default,
with full power of substitution either in the Agent's name or in the name of
such Grantor, to ask for, demand, xxx for, collect, receive receipt and give
acquittance for any and all moneys due or to become due and under and by virtue
of any Collateral, to endorse checks, drafts, orders and other instruments for
the payment of money payable to the applicable Grantor representing any interest
or dividend, or other distribution payable in respect of the Collateral or any
part thereof or on account thereof and to give full discharge for the same, to
settle, compromise, prosecute or defend any action, claim or proceeding with
respect thereto, and to sell, assign, endorse, pledge, transfer and make any
agreement respecting, or otherwise deal with, the same; provided, however, that
nothing herein contained shall be construed as requiring or obligating the
Agent, The Chase Manhattan Bank or the Lenders to make any commitment or to make
any inquiry as to the nature or sufficiency of any payment received by the
Agent, The Chase Manhattan Bank or the Lenders, or to present or file any claim
or notice, or to take any action with respect to the Collateral or any part
thereof or the moneys due or to become due in respect thereof or any property
covered thereby, and no action taken by the Agent, The Chase Manhattan Bank or
the Lenders or omitted to be taken with respect to the Collateral or any part
thereof shall give rise to any defense, counterclaim or offset in favor of any
Grantor or to any claim or action against the Agent or the Lenders in the
absence of the gross negligence or wilful misconduct of the Agent or the
Lenders.
11. No Waiver. No failure on the part of the Agent to exercise,
and no delay in exercising, any right, power or remedy hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy by the Agent preclude any other or further exercise thereof or
the exercise of any other right, power or remedy. All remedies hereunder are
cumulative and are not exclusive of any other remedies provided by law. The
Agent and the Lenders shall not be deemed to have waived any rights hereunder or
under any other agreement or instrument unless such waiver shall be in writing
and signed by such parties.
12. Registration, etc. Each Grantor agrees that, upon the
occurrence and during the continuance of an Event of Default hereunder, if for
any reason the Agent desires to sell any of the Pledged Securities at a public
sale, it will, at any time and from time to time, upon the written request of
the Agent, take or to cause the issuer of such Pledged Securities to take such
action and to prepare, distribute and/or file such documents, as are required or
advisable in the opinion of counsel for the Agent to permit the public sale of
such Pledged Securities. Each Grantor further agrees to indemnify, defend and
hold harmless the Agent, The Chase Manhattan Bank and the Lenders and any
underwriter and their respective officers, directors, affiliates and controlling
persons (within the meaning of Section 20 of the Securities Exchange Act of
1934) from and against all loss, liability, expenses, costs, fees and
disbursements of counsel (including, without limitation, a reasonable estimate
of the cost to the Agent of legal counsel), and claims (including the costs of
investigation) which they may incur insofar as such loss, liability, expense or
claim arises out of or is based upon any untrue statement of a material fact
contained in any prospectus (or any amendment or supplement thereto) or in any
notification or
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offering circular, or arises out of or is based upon any omission to state a
material fact required to be stated therein or necessary to make the statements
in any thereof not misleading, except insofar as the same arises out of any
untrue statement or omission based upon information furnished in writing to the
applicable Grantor or the issuer of such Pledged Securities by the Agent, The
Chase Manhattan Bank, any Lender or the underwriter expressly for use therein.
The Agent (with respect to such information furnished by it), The Chase
Manhattan Bank (with respect to such information furnished by it) or such Lender
(with respect to such information furnished by it) shall indemnify, defend and
hold harmless the Grantor or the issuer of such Pledged Securities and their
respective officers, directors, affiliates and controlling persons (within the
meaning of Section 20 of the Securities Exchange Act of 1934) upon the same
terms as are applicable to the Grantor pursuant hereto. Each Grantor further
agrees to use its best efforts to qualify, file or register, or cause the issuer
of such Pledged Securities to qualify, file or register, any of the Pledged
Securities under the Blue Sky or other securities laws of such states as may be
requested by the Agent and keep effective, or cause to be kept effective, all
such qualifications, filings or registrations. Each Grantor will bear all costs
and expenses of carrying out its obligations under this Section 12. Each Grantor
acknowledges that there is no adequate remedy at law for failure by it to comply
with the provisions of this Section 12 and that such failure would not be
adequately compensable in damages, and therefore agrees that its agreements
contained in this Section 12 may be specifically enforced.
13. Security Interest Absolute. All rights of the Agent
hereunder, the grant of a security interest in the Collateral and all
obligations of the Grantors hereunder, shall be absolute and unconditional
irrespective of (i) any lack of validity or enforceability of the Credit
Agreement, any agreement with respect to any of the Secured Obligations or any
other agreement or instrument relating to any of the foregoing, (ii) any change
in time, manner or place of payment of, or in any other term of, all or any of
the Secured Obligations, or any other amendment or waiver of or any consent to
any departure from the Credit Agreement or any other agreement or instrument,
(iii) any exchange, release or nonperfection of any other collateral, or any
release or amendment or waiver of or consent to or departure from any guarantee,
for all or any of the Secured Obligations or (iv) any other circumstance which
might otherwise constitute a defense available to, or a discharge of, any
Grantor in respect of the Secured Obligations or in respect of this Agreement.
14. Agent's Fees and Expenses. The Grantors shall be jointly and
severally obligated to, upon demand, pay to the Agent the amount of any and all
reasonable expenses, including the reasonable fees and expenses of its counsel
and of any experts or agents which the Agent may incur in connection with (i)
the administration of this Agreement, (ii) the custody or preservation of, or
the sale of, collection from, or other realization upon, any of the Collateral,
(iii) the exercise or enforcement of any of the rights of the Agent hereunder or
(iv) the failure by any Grantor to perform or observe any of the provisions
hereof. In addition, the Grantors indemnify, jointly and severally, and hold the
Agent and the Lenders harmless from and against any and all liability incurred
by the Agent or the Lenders hereunder or in connection herewith, unless such
liability shall be due to the gross negligence or wilful misconduct of the Agent
or the Lenders, as the case may be. Any such amounts payable as provided
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hereunder or thereunder shall be additional Secured Obligations secured hereby
and by the other Security Documents.
15. Termination. This Agreement shall terminate when (a) all the
Secured Obligations have been fully and indefeasibly paid in cash, (b) the
Lenders have no further commitment to make any Loans under the Credit Agreement,
and (c) the Agent shall have no further obligation to issue any Letters of
Credit, at which time the Agent shall reassign and deliver to the Grantors, or
to such person or persons as the Grantors shall designate, against receipt, such
of the Collateral (if any) as shall not have been sold or otherwise still be
held by it hereunder, together with appropriate instruments of reassignment and
release; provided, however, that all indemnities of the Grantors contained in
this Agreement shall survive, and remain operative and in full force and effect
regardless of, the termination of this Agreement. Any such reassignment shall be
without recourse to or warranty by the Agent and at the expense of the Grantors.
16. Notices. All communications and notices hereunder shall be in
writing and given as provided in the Credit Agreement.
17. Further Assurances. Each Grantor agrees to do such further
acts and things, and to execute and deliver such additional conveyances,
assignments, agreements and instruments, as the Agent may at any time reasonably
request in connection with the administration and enforcement of this Agreement
or with respect to the Collateral or any part thereof or in order better to
assure and confirm unto the Agent its rights and remedies hereunder.
18. Binding Agreement; Assignments. This Agreement, and the
terms, covenants and conditions hereof, shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns,
except that no Grantor shall be permitted to assign this Agreement or any
interest herein or in the Collateral, or any part thereof, or otherwise pledge,
encumber or grant any option with respect to the Collateral, or any part
thereof, or any cash or property held by the Agent as Collateral under this
Agreement.
19. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (EXCEPT
CONFLICTS OF LAWS PRINCIPLES THEREOF), EXCEPT AS REQUIRED BY MANDATORY
PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF
THE SECURITY INTEREST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY
PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE
STATE OF NEW YORK.
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20. Severability. In case any one or more of the provisions
contained in this Agreement should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired.
21. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when
taken together, shall constitute but one instrument. This Agreement shall be
effective when a counterpart which bears the signature of the Grantors shall
have been delivered to the Agent.
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22. Section Headings. Section headings used herein are for
convenience only and are not to affect the construction of, or be taken into
consideration in interpreting, this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Pledge Agreement as of the day and year first above written.
LAARS, INC.
By /s/ S. L. Main
Name: S. L. Main
Title: Controller
WATER PIK TECHNOLOGIES, INC.
By /s/ S. L. Main
Name: S. L. Main
Title: Controller
THE CHASE MANHATTAN BANK, as Agent
By /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President
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The registrant hereby agrees to furnish supplementally to the Commission, upon
request, a copy of any omitted schedule to any of the agreements contained or
incorporated by reference herein.
