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EXHIBIT 2.2
November 14, 2000
VIA FAX AND U. S. MAIL
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Vice President, General Counsel and Secretary
Water Pik Technologies, Inc.
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: TAX SHARING AND INDEMNIFICATION AGREEMENT BY AND BETWEEN ALLEGHENY TELEDYNE
INCORPORATED AND WATER PIK TECHNOLOGIES, INC. DATED NOVEMBER 29, 1999 ("TAX
AGREEMENT") AND SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN
ALLEGHENY TELEDYNE INCORPORATED, TDY HOLDINGS, LLC, TELEDYNE INDUSTRIES,
INC. AND WATER PIK TECHNOLOGIES, INC. DATED NOVEMBER 29, 1999
("DISTRIBUTION AGREEMENT")
Dear ▇▇▇▇:
This letter will confirm our agreement under the definition of Public Offering
in Section 1.1 of the Tax Agreement that the Public Offering (as therein
defined) shall be the equity offering of the type and in the amount set forth
in, and applicable to Water Pik Technologies under, the supplemental letter
ruling issued by the Internal Revenue Service on July 12, 2000. This will
further confirm that the term "Ruling Request," as defined in Section 1.1 of the
Tax Agreement and Section 1.63 of the Distribution Agreement, is deemed to
include all amendments and supplements we file after November 29, 1999,
including the supplemental ruling request submitted to the Internal Revenue
Service on June 8, 2000.
We further agree that the requirements in the Section 4.01(b) of the
Distribution Agreement regarding the filing of the Public Offering Registration
Statement are hereby waived and that, in accordance with Section 4.01(a) of such
Agreement and Section 5.2 (d) of the Tax Agreement, the Public Offering (as
redefined) need not be completed until April 30, 2001. We also agree that the
requirements in Sections 4.01(c), (f) and (g) of the Distribution Agreement may
not be necessary in the event that Water Pik Technologies undertakes a private
placement to fulfill its obligation to complete the Public Offering (as
redefined).
Please signify your acknowledgement of and agreement to the foregoing by signing
the enclosed copy of this letter and returning it to me. A self-addressed
envelope is enclosed for your convenience.
Sincerely,
▇▇▇ ▇. ▇▇▇▇▇▇
JDW:gr
cc: R. D. West
Acknowledged and agreed to:
Water Pik Technologies, Inc.
By:
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Name:
Title:
Date:
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