Exhibit 10.24
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INTERCREDITOR AGREEMENT
Dated as of May 1, 2001
among
BANK OF AMERICA, N.A.,
as Agent for Various Financial Institutions,
and
CERTAIN OTHER CREDITORS OF PENTAIR, INC.
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TABLE OF CONTENTS
Page
Section 1. Definitions....................................................2
Section 2. Sharing of Recoveries..........................................3
Section 3. Agreements Among the Creditors.................................5
Section 3.1 Independent Actions by Creditors....................5
Section 3.2 Relation of Creditors...............................5
Section 4. Miscellaneous..................................................5
Section 4.1 Entire Agreement....................................5
Section 4.2 Notices.............................................5
Section 4.3 Successors and Assigns..............................5
Section 4.4 Further Assurances..................................5
Section 4.5 Additional Other Creditors..........................5
Section 4.6 Governing Law.......................................6
Section 4.7 Counterparts........................................6
Section 4.8 Severability........................................6
Section 4.9 Submission to Jurisdiction; Waiver of Jury Trial....6
SCHEDULE I - Other Creditors and Other Creditor Agreements
SCHEDULE II - Other Creditor Guaranties
EXHIBIT A - Form of Other Creditor Supplement
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INTERCREDITOR AGREEMENT
This INTERCREDITOR AGREEMENT dated as of May 1, 2001 is among BANK OF
AMERICA, N.A., as a bank and in its capacity as agent for the financial
institutions which are parties to the Bank Credit Agreements (as defined
below)(the "Agent" and, together with the other financial institutions which are
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parties to the Bank Credit Agreements from time to time, the "Lenders"), and the
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Other Creditors (as defined below) which from time to time are parties hereto.
RECITALS
A. Pursuant to the 364-Day Credit Agreement dated as of September 2,
1999 (as amended, restated or otherwise modified from time to time, the "364-Day
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Credit Agreement"), among Bank of America, N.A., as administrative agent,
----------------
Pentair, Inc. (the "Company") and certain of the Lenders, certain of the Lenders
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have made available to the Company credit facilities in an aggregate principal
amount up to $335,000,000 (all amounts outstanding in respect of such credit
facilities being collectively referred to as the "364-Day Loans").
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B. Pursuant to the Long Term Credit Agreement dated as of September 2,
1999 (as amended, restated or otherwise modified from time to time, the "Long
----
Term Credit Agreement" and, together with the 364-Day Credit Agreement, the
---------------------
"Bank Credit Agreements") among Bank of America, N.A., as administrative agent,
----------------------
the Company, Pentair UK Limited, Pentair Canada Inc., EuroPentair GmbH and
certain of the Lenders, certain of the Lenders have made available to the
Company credit facilities in an aggregate principal amount up to $375,000,000
(all amounts outstanding in respect of such credit facilities being collectively
referred to as the "Long Term Loans" and, collectively with the 364-Day Loans,
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the "Loans").
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C. Pursuant to the agreements set forth on Schedule I hereto, and
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pursuant to other agreements that the Company may from time to time hereafter
enter into as described in Section 4.5 below (each of such existing and future
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agreements, as amended, restated or otherwise modified from time to time, an
"Other Creditor Agreement"), with or in favor of one or more creditors of the
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Company (each, in its capacity as a party to or beneficiary of any Other
Creditor Agreement, an "Other Creditor"), the Company has and may from time to
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time incur obligations to the Other Creditors (the "Other Creditor
--------------
Obligations").
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D. The Company has agreed to cause various subsidiaries of the Company
(such Subsidiaries, as changed from time to time in accordance with the Bank
Credit Agreements, collectively the "Subsidiary Guarantors") to guarantee
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payment of the Loans and other obligations of the Company under the Bank Credit
Agreements pursuant to a Subsidiary Guaranty dated as of May 1, 2001 (as
amended, restated or otherwise modified from time to time, the "Lender
------
Guaranty").
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E. The Subsidiary Guarantors have entered into the other guaranties set
forth on Schedule II hereto and may from time to time hereafter enter into other
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guaranties (each of such
existing and future guaranties, as amended, restated or otherwise modified from
time to time, an "Other Creditor Guaranty"), pursuant to which the Subsidiary
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Guarantors have guaranteed or will guaranty the payment of the principal of,
premium, if any, and interest on the applicable Other Creditor Obligations and
the payment and performance of all other obligations of the Company under the
applicable Other Creditor Agreements.
F. The Lender Guaranty and the Other Creditor Guaranties, together with
any other guaranty made by any subsidiary of the Company after the date of this
Agreement of the obligations under either Bank Credit Agreement or any Other
Creditor Agreement, are each hereinafter referred to as a "Subsidiary Guaranty"
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and collectively as the "Subsidiary Guaranties."
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G. The Lenders and the Other Creditors have reached certain agreements
with respect to the interests of each under the Subsidiary Guaranties and have
agreed to set forth such agreements in this Intercreditor Agreement.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Definitions.
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For the purposes of this Agreement, in addition to the definitions set
forth above, the following terms shall have the respective meanings set forth
below (such meanings to be applicable to both the singular and plural forms of
such terms):
Bankruptcy Proceeding means, with respect to the Company or any
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Subsidiary Guarantor, a general assignment by such entity for the benefit of its
creditors, or the institution by or against such entity of any proceeding
seeking relief as debtor, or seeking to adjudicate such entity as bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment or composition of
such entity or its debts, under any law relating to bankruptcy, insolvency,
reorganization or relief of debtors, or seeking appointment of a receiver,
trustee, custodian or other similar official for such entity or for any
substantial part of its property.
Creditor means each Lender and each Other Creditor which is or from
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time to time becomes a party hereto.
Derivatives Obligation means any obligation of the Company in respect
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of any rate swap transaction, basis swap, forward rate transaction, commodity
swap, commodity option, equity or equity index swap, equity or equity index
option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction,
cross-currency rate swap transaction or currency option or any other similar
transaction (including any option with respect to any of the foregoing
transactions) or any combination of the foregoing transactions.
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Excess Subsidiary Payment means as to any Creditor an amount equal to
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the Subsidiary Payment received by such Creditor less the Pro Rata Share of
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Subsidiary Payments to which such Creditor is then entitled.
Letter of Credit means any letter of credit issued pursuant to the Long
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Term Credit Agreement.
Maximum Available Amount means, with respect to any Letter of Credit as
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of any date of determination, the maximum amount which may be drawn under such
Letter of Credit (whether or not the beneficiary thereof shall have presented,
or shall be entitled at such time to present, the drafts or other documents
required to draw under such Letter of Credit).
Pro Rata Share of Subsidiary Payments means, as of the date of any
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Subsidiary Payment to a Creditor, an amount equal to the product obtained by
multiplying (x) the amount of all Subsidiary Payments made by the applicable
Subsidiary Guarantor to all Creditors concurrently with such Subsidiary Payment
to such Creditor less all reasonable costs incurred by such Creditors in
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connection with the collection of such Subsidiary Payments by (y) a fraction,
the numerator of which shall be the Specified Amount owing to such Creditor, and
the denominator of which is the aggregate amount of all outstanding Subject
Obligations (without giving effect in the denominator to the application of any
such Subsidiary Payments).
Receiving Creditor shall have the meaning assigned thereto in Section
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2.
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Specified Amount means as to any Creditor the aggregate amount of the
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Subject Obligations owed to such Creditor.
Subject Obligations means all principal of, premium, if any, and
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interest on the Other Creditor Obligations and the Loans and all other
obligations (including (i) contingent obligations under Letters of Credit and
(ii) any make-whole amounts or similar obligations) of the Company under or in
respect of the Other Creditor Obligations and the Loans and under the Other
Creditor Agreements and the Bank Credit Agreements and any other obligations of
the Company to the Lenders which are guaranteed by the Lender Guaranty,
including any Derivatives Obligation owing to any Lender or any affiliate of any
Lender. For purposes of determining the principal amount of "Subject
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Obligations" pursuant to Section 2, the principal amount of Letters of Credit
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shall be the sum of (i) the amount of unreimbursed drawings thereunder and (ii)
the Maximum Available Amount thereof.
Subsidiary Obligations means the obligations of the Subsidiary
----------------------
Guarantors under the Subsidiary Guaranties.
Subsidiary Payments shall have the meaning assigned thereto in Section
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2.
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SECTION 2. Sharing of Recoveries.
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Each Creditor hereby agrees with each other Creditor that payments
(including payments made through setoff of deposit balances or otherwise or
payments or recoveries from any security interest granted to any Creditor) made
by any Subsidiary Guarantor on account of any Subsidiary Obligation ("Subsidiary
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Payments") (x) within 90 days prior to the commencement of, and during the
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continuance of, a Bankruptcy Proceeding with respect to any Subsidiary Guarantor
or the Company or (y) within 90 days prior to, or at any time on or after, the
date of the acceleration of any Subject Obligation (or, in the case of any
guaranty, any claim thereunder for the full amount owing on the underlying
obligation on account of an event of default with respect thereto), shall be
shared so that each Creditor shall have received its Pro Rata Share of
Subsidiary Payments. Accordingly, each Creditor hereby agrees that if (a) an
event described in clause (x) or (y) above shall have occurred, (b) any Creditor
shall have received a Subsidiary Payment (a "Receiving Creditor"), and (c) any
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other Creditor shall not have concurrently received its Pro Rata Share of
Subsidiary Payments from the same Subsidiary Guarantor, then the Receiving
Creditor shall promptly remit the Excess Subsidiary Payment to the other
Creditors which are then entitled thereto so that after giving effect to such
payment (and any other payments then being made by any other Receiving Creditor
pursuant to this Section 2) each Creditor shall have received its Pro Rata Share
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of Subsidiary Payments.
Any remittances pursuant to the foregoing paragraph shall be deemed to
constitute purchases by the Receiving Creditor for cash at face value, but
without recourse, ratably from the other Creditors such amount of Subject
Obligations of the other Creditors as is necessary to cause the Receiving
Creditor to share its Excess Subsidiary Payment with the other Creditors as
provided above; provided that if such purchase is made by any Receiving Creditor
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and such Excess Subsidiary Payment or part thereof is thereafter recovered from
such Receiving Creditor by or on behalf of any Subsidiary Guarantor (including,
without limitation, by any trustee in bankruptcy of any Subsidiary Guarantor or
any creditor thereof), the related purchase from the other Creditors shall be
rescinded ratably and the purchase price restored as to the portion of such
Excess Subsidiary Payment so recovered, but without interest; and provided,
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further, that nothing herein contained shall obligate any Creditor to resort to
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any setoff, application of deposit balance or other means of payment for any
Subject Obligation or avail itself of any recourse by resort to any property of
any Subsidiary Guarantor, the taking of any such action to remain within the
absolute discretion of such Creditor without obligation of any kind to the other
Creditors to take any such action.
All Subsidiary Payments received by any Lender (directly, pursuant to
the sharing provisions of this Section 2 or otherwise) which would be applied to
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a contingent obligation under any Letter of Credit pursuant to this Section 2
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shall be remitted to the Agent to be held as collateral for such Letter of
Credit. If such Letter of Credit is drawn upon, the Agent shall distribute an
amount equal to the lesser of such draw and the amount of cash held as
collateral for such Letter of Credit to each Lender entitled thereto, ratably
based upon its share thereof under the Long Term Credit Agreement. If and to the
extent such Letter of Credit expires or terminates (or the Maximum Available
Amount thereof is otherwise reduced), the amount of cash held as collateral
therefor shall be considered a new Subsidiary Payment and shall be shared in
accordance with the provisions of this Section 2.
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SECTION 3. Agreements Among the Creditors.
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Section 3.1 Independent Actions by Creditors. Nothing contained
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in this Agreement shall prohibit any Creditor from accelerating the
maturity of, or demanding payment from any Subsidiary Guarantor on,
any Subject Obligation to such Creditor or from instituting legal
action against any Subsidiary Guarantor to obtain a judgment or other
legal process in respect of any Subject Obligation, but any funds
received from any Subsidiary Guarantor in connection with any
recovery therefrom shall be subject to the terms of this Agreement.
Section 3.2 Relation of Creditors. This Agreement is entered into
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solely for the purposes set forth herein, and no Creditor assumes any
responsibility to any other party hereto to advise such other party of
information known to such other party regarding the financial condition of the
Company or any Subsidiary Guarantor or of any other circumstance bearing upon
the risk of nonpayment of any Subject Obligation. Each Creditor specifically
acknowledges and agrees that nothing contained in this Agreement is or is
intended to be for the benefit of the Company or any Subsidiary Guarantor and
nothing contained herein shall limit or in any way modify any of the obligations
of the Company or any Subsidiary Guarantor to the Creditors.
SECTION 4. Miscellaneous.
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Section 4.1 Entire Agreement. This Agreement represents the entire
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Agreement among the Creditors and this Agreement may not be altered, amended or
modified except in a writing executed by all the parties to this Agreement
(including, without limitation, any Other Creditor that becomes a party hereto
after the date hereof).
Section 4.2 Notices. Notices hereunder shall be in writing (including
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facsimile transmission) and shall be given to the applicable Creditor at its
address set forth below its signature hereto or at such other address as it may
designate by a written notice to the other parties hereto.
Section 4.3 Successors and Assigns. This Agreement shall be binding
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upon and inure to the benefit of each of the Creditors and their respective
successors and assigns, and the term "Creditor" shall include any subsequent
holder of Subject Obligations.
Section 4.4 Further Assurances. Each Creditor agrees to do such
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further acts and things and to execute and deliver such additional
agreements, powers and instruments as any other Creditor may
reasonably request to carry into effect the terms, provisions and
purposes of this Agreement or to better assure and confirm unto such
other Creditor its respective rights, powers and remedies hereunder.
Section 4.5 Additional Other Creditors. The Company may from time to
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time designate additional agreements as Other Creditor Agreements hereunder and
the entities providing financial accommodations under such agreements as Other
Creditors hereunder; provided that the execution and delivery of such additional
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agreement and the incurrence by the
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Company of the obligations to be incurred thereunder are permitted under each
Bank Credit Agreement and each existing Other Creditor Agreement. The
designation of additional Other Creditor Agreements and additional Other
Creditors pursuant to this Section 4.5 shall be effected by the execution and
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delivery to the Agent by the Company and the proposed Other Creditor of a duly
completed supplement, substantially in the form of Exhibit A (an "Other
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Creditor Supplement"). Upon delivery of a duly executed Other Creditor
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Supplement to the Agent, the Other Creditor and the Other Creditor Agreement
designated therein shall be an Other Creditor and an Other Creditor Agreement,
respectively, for all purposes of this Agreement and such designated Other
Creditor shall have all the rights and obligations of an Other Creditor under
this Agreement. Promptly after the designation of any agreement as an Other
Creditor Agreement, the Company shall distribute to each Creditor a revised
Schedule I which specifies the updated list of Other Creditor Agreements and
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Other Creditors. If any Other Creditor Agreement shall expire or otherwise
terminate, the Company shall deliver to the Agent and the applicable Other
Creditor a notice of such expiration or termination. In addition, the Company
shall distribute to the Agent and each Creditor a revised Schedule I which
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specifies the updated list of Other Creditor Agreements and Other Creditors.
Section 4.6 Governing Law. This Agreement shall be construed in
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accordance with and governed by the laws of the State of Illinois applicable to
contracts made and to be performed entirely within such State.
Section 4.7 Counterparts. This Agreement may be executed in any
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number of counterparts, all of which taken together shall constitute one
Agreement, and any of the parties hereto may execute this Agreement by signing
any such counterpart.
Section 4.8 Severability. In case any one or more of the provisions
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contained in this Agreement shall be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
of this Agreement shall not in any way be affected or impaired thereby.
Section 4.9 Submission to Jurisdiction; Waiver of Jury Trial. ANY
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LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE
COURTS OF THE STATE OF ILLINOIS OR OF THE UNITED STATES FOR THE NORTHERN
DISTRICT OF ILLINOIS, AND BY ITS EXECUTION AND DELIVERY OF THIS AGREEMENT (OR
ITS CONSENT TO SUCH EXECUTION AND DELIVERY BY ITS REPRESENTATIVE), EACH
CREDITOR (I) CONSENTS TO THE JURISDICTION OF SUCH COURTS; (II) IRREVOCABLY
WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED
ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO
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THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH COURTS IN RESPECT OF THIS
AGREEMENT; AND (III) WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY ILLINOIS LAW; AND
(IV) WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING
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OUT OF OR RELATED TO THIS AGREEMENT, WITH RESPECT TO CONTRACT CLAIMS, TORT
CLAIMS OR OTHERWISE.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed as of the date first above written.
BANK OF AMERICA, N.A.,
as a Lender and as Agent for the Lenders under
each of the Long Term Credit Agreement and
the 364-Day Credit Agreement
By:________________________________________________
Title:_____________________________________________
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Mail Code CA5-701-12-09
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxx Xxxxxxx,
Vice President
AMERICAN UNITED LIFE INSURANCE
COMPANY
By:________________________________________________
Title:_____________________________________________
Xxx Xxxxxxxx Xxxxxx
Xxxx Xxxxxx Xxx 000
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxxxxxx X. Xxxxxx,
Securities Department
KNIGHTS OF COLUMBUS
By:________________________________________________
Title:_____________________________________________
Xxx Xxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxxxxxxx 00000-0000
Attention: Xxxxxxxxxx Xxxxxxxxxx
X-0
LUTHERAN BROTHERHOOD
By:________________________________________________
Title:_____________________________________________
000 Xxxxxx Xxxxxx Xxxxx
00xx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxx Xxxxx
MUTUAL OF OMAHA INSURANCE
COMPANY
By:________________________________________________
Title:_____________________________________________
Mutual of Xxxxx Xxxxx
Xxxxx, Xxxxxxxx 00000
Attention: Investment Division
NATIONWIDE LIFE INSURANCE COMPANY
By:________________________________________________
Title:_____________________________________________
Xxx Xxxxxxxxxx Xxxxx (0-00-00)
Xxxxxxxx, Xxxx 00000-0000
Attention: Corporate Fixed-Income Securities
THE STATE LIFE INSURANCE COMPANY
By:________________________________________________
Title:_____________________________________________
c/o American United Life Insurance Company
Xxx Xxxxxxxx Xxxxxx
Xxxx Xxxxxx Xxx 000
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxxxxxx X. Xxxxxx,
Securities Department
S-2
UNITED OF OMAHA LIFE INSURANCE
COMPANY
By:________________________________________________
Title:_____________________________________________
Mutual of Xxxxx Xxxxx
Xxxxx, Xxxxxxxx 00000
Attention: Investment Division
AMERICAN GENERAL LIFE INSURANCE
COMPANY
By:________________________________________________
Title:_____________________________________________
c/o American General Corporation
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000-0000
Attention: Investment Xxxxxxxx Xxxxxxxxxx,
X00-00
THE VARIABLE ANNUITY LIFE INSURANCE
COMPANY
By:________________________________________________
Title:_____________________________________________
c/o American General Corporation
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000-0000
Attention: Investment Xxxxxxxx Xxxxxxxxxx,
X00-00
X-0
AID ASSOCIATION FOR LUTHERANS
By:________________________________________________
Title:_____________________________________________
0000 Xxxxx Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxxx 00000
Attention: Investment Department
INDIANAPOLIS LIFE INSURANCE COMPANY
By: Americus Capital Management Group Inc.,
authorized agent
By:________________________________________________
Title:_____________________________________________
c/o Americus Capital Management Group Inc.
000 Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxx, Xxxx 00000
Attention: Xxxxxx Xxxxxx
LONDON LIFE INSURANCE COMPANY
By:________________________________________________
Title:_____________________________________________
000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxx X0X0X0
Attention: Xxxx Xxxxxxxxxxx- 0X
XXXXXXXXX LIFE INSURANCE COMPANY
By:________________________________________________
Title:_____________________________________________
000 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: Securities Department
AMERITAS VARIABLE LIFE INSURANCE
COMPANY,
by Ameritas Investment Advisors, Inc. as Agent
S-4
By:________________________________________________
Title:_____________________________________________
5900 "O" Street
Lincoln, Nebraska 68510-2234
Attention: Xxxxx Xxxxx
THE PRUDENTIAL ASSURANCE COMPANY
LIMITED
By:________________________________________________
Title:_____________________________________________
Prudential Portfolio Managers Limited
Private Finance Group
Xxxxxxxx Xxxxxxxx Xxxx
Xxxxxx XX0X 0XX
Attention: Xxxxxx Xxxx
PANTHER CDO I B.V.
By:________________________________________________
Title:_____________________________________________
M&G Investment Management Limited
Xxxxxxxx Xxxxxxxx Xxxx
Xxxxxx XX0X 0XX
Attention:
S-5
U.S. BANK NATIONAL ASSOCIATION
By:________________________________________________
Title:_____________________________________________
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000-0000
Attention: Xxxx X. Xxxxx
Acknowledged and Consented to:
PENTAIR, INC.
By:___________________________
Title:________________________
S-6
EXHIBIT A
Form of Other Creditor Supplement
This OTHER CREDITOR SUPPLEMENT is made as of ________________ among
Bank of America, N.A., as Agent for purposes of this Other Creditor Supplement
(the "Agent"), Pentair, Inc. (the "Company") and _____________ (the
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"New Other Creditor").
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RECITALS
Bank of America, N.A., as agent for certain Lenders, and certain other
financial institutions are parties to an Intercreditor Agreement dated as of May
1, 2001 (together with any amendments or supplements thereto, the "Agreement"),
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relating to guaranties issued by certain subsidiaries of the Company
(collectively the "Guarantors"). Section 4.5 of the Agreement contemplates that
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the Company may designate additional "Other Creditor Agreements" and "Other
Creditors" (as defined therein) which shall be entitled to participate in the
Agreement by executing an Other Creditor Supplement accepting the terms of the
Agreement.
The New Other Creditor has entered into a [DESCRIBE OTHER CREDITOR
-------------------------
AGREEMENT] dated __________ (the "New Other Creditor Agreement"), and the
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Company has caused the Guarantors to execute and deliver a new Other Creditor
Guaranty (the "New Other Creditor Guaranty") of the obligations of the Company
---------------------------
under the New Other Credit Agreement. The New Other Creditor is willing to
participate in the Agreement as an Other Creditor with respect to the New Other
Creditor Agreement, upon the terms and conditions set forth herein, and the
Company is willing to give its written approval to such participation.
In consideration of the mutual agreements herein contained, the parties
hereto agree as follows:
1. The New Other Creditor hereby accepts each of the terms of the
Agreement with respect to the New Other Creditor Guaranty and the obligations
thereunder.
2. The Company hereby represents and warrants that all conditions
precedent to the addition of the New Other Creditor as an Other Creditor
pursuant to Section 4.5 of the Agreement have been satisfied.
3. The Company hereby agrees, and the Agent hereby acknowledges, that
the New Other Creditor shall constitute an Other Creditor as defined in the
Agreement, that the New Other Creditor Agreement shall constitute an Other
Creditor Agreement as defined in the Agreement and that the New Other Creditor
Guaranty shall constitute an Other Creditor Guaranty as defined in the
Agreement.
4. This instrument may be executed in any number of counterparts, all
of which taken together shall constitute one instrument, and any of the parties
hereto may execute this instrument by signing any such counterpart.
A-1
IN WITNESS WHEREOF, the parties hereto have caused this Other Creditor
Supplement to the Intercreditor Agreement to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above
written.
[NEW OTHER CREDITOR]
By:________________________________________________
Title:_____________________________________________
PENTAIR, INC.
By:________________________________________________
Title:_____________________________________________
Acknowledged:
BANK OF AMERICA, N.A., as
Agent
By:________________________________________________
Title:_____________________________________________
A-2
SCHEDULE I
Other Creditors and Other Creditor Agreements
Other Creditor Other Creditor Agreement
-------------- ------------------------
American United Life Insurance Company $35,000,000 aggregate principal amount of 6.99% Series
Knights of Columbus A Senior Notes Due 2007, $5,000,000 aggregate
Lutheran Brotherhood principal amount of 6.79% Series B Senior Notes Due
Mutual of Omaha Insurance Company 2004 and $10,000,000 aggregate principal amount of
Nationwide Life Insurance Company 6.74% Series C Senior Notes Due 2004, issued by the
The State Life Insurance Company Company pursuant to an Indenture dated as of January
United of Omaha Life Insurance Company 24, 1997.
American General Life Insurance Company Guaranty Agreement dated as of October 1, 1997, issued
The Variable Annuity Life Insurance by the Company in respect of the $50,000,000
Company aggregate principal amount of 6.68% Senior Notes Due
Aid Association for Lutherans October 1, 2003, issued by Pentair Nova Scotia Co.
Lutheran Brotherhood pursuant to a Note Purchase Agreement dated as of
Knights of Columbus October 1, 1997.
Indianapolis Life Insurance Company
London Life Insurance Company
Berkshire Life Insurance Company
Ameritas Variable Life Insurance Company
The Prudential Assurance Company Limited Deed of Guarantee dated as of 21 May 1999, issued by
Panther CDO I B.V. the Company in respect of the (pound)19,000,000 aggregate
principal amount of 6.70% Senior Notes Due 2004, issued by
Pentair UK Limited pursuant to a Note Purchase Agreement
dated as of 21 May 1999.
Nationwide Life Insurance Company $15,000,000 aggregate principal amount of 6.82% Senior
Notes Due June 30, 2003,
issued by the Company pursuant to a Note Purchase Agreement
dated November 1, 1992, as amended.
Schedule I-1
U.S. Bank National Association Credit Agreement dated as of October 13, 1999.
Schedule I-2
SCHEDULE II
Other Credit Guaranties
Schedule II-1
