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Exhibit 4.3
FORM OF REVOLVING CREDIT NOTE
New York, New York
$_________________ November 29, 1999
FOR VALUE RECEIVED, each of the undersigned entities, on
behalf of itself and jointly and severally with all of the undersigned (each of
such undersigned entities, a "Maker" and, collectively, the "Makers"), hereby
promises to pay to the order of (the "Lender"), at the offices of THE
CHASE MANHATTAN BANK (the "Agent"), at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx on
the Revolving Credit Termination Date as defined in the Restated Credit
Agreement dated as of November __, 1999, among the Makers, the Guarantors named
therein, the Lenders named therein and the Agent (as the same may be amended,
modified or supplemented from time to time in accordance with its terms, the
"Credit Agreement") or earlier as provided for in the Credit Agreement, the
lesser of the principal sum of [ ] DOLLARS ($ ) or the aggregate unpaid
principal amount of all Revolving Credit Loans to the Makers from the Lender
pursuant to the terms of the Credit Agreement, in lawful money of the United
States of America in immediately available funds, and to pay interest from the
date thereof on the principal amount hereof from time to time outstanding, in
like funds, at said office, at a rate or rates per annum and, in each case, and
payable on such dates as determined pursuant to the terms of the Credit
Agreement.
The Makers promise to pay interest, on demand, on any overdue
principal and fees and, to the extent permitted by law, overdue interest from
their due dates at a rate or rates determined as set forth in the Credit
Agreement.
The Makers hereby waive diligence, presentment, demand, protest
and notice of any kind whatsoever. The non-exercise by the holder of any of its
rights hereunder in any particular instance shall not constitute a waiver
thereof in that or any subsequent instance.
All borrowings evidenced by this Revolving Credit Note and all
payments and prepayments of the principal hereof and interest hereon and the
respective dates thereof shall be endorsed by the holder hereof on the schedule
attached hereto and made a part hereof, or on a continuation thereof which shall
be attached hereto and made a part hereof, or otherwise recorded by such holder
in its internal records; provided, however, that the failure of the holder
hereof to make such a notation or any error in such a notation shall not in any
manner affect the obligation of the Makers to
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make payments of principal and interest in accordance with the terms of this
Revolving Credit Note and the Credit Agreement.
The promises, undertakings and obligations of the Makers shall be
joint and several, irrevocable and absolute. Such promises, undertakings, and
obligations, so long as any of the Makers shall have failed to perform any of
its obligations, herein shall be enforceable against any or all of the Makers.
This Revolving Credit Note 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 Revolving Credit Note is one of the Notes referred to in the
Credit Agreement (and is secured by the Collateral referred to therein), which,
among other things, contains provisions for the acceleration of the maturity
hereof upon the happening of certain events, for optional and mandatory
prepayment of the principal hereof prior to the maturity hereof and for the
amendment or waiver of certain provisions of the Credit Agreement, all upon the
terms and conditions therein specified. Capitalized terms used but not otherwise
defined herein shall have the meanings of such terms assigned in the Credit
Agreement. THIS REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CHOICE OF LAW
DOCTRINE, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
WATER PIK, INC.
By: /s/ S. L. Main
Name: S. L. Main
Title: Controller
LAARS, INC.
By: /s/ S. L. Main
Name: S. L. Main
Title: Controller
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Schedule to Form of Revolving Credit Note
Lender Principal Sum
Bank One, N.A. $12,500,000
Mellon Bank, N.A. $12,500,000
Union Bank of California, N.A. $10,000,000
PNC Bank, National Association $12,500,000
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.
