0001047469-02-002858 Sample Contracts

Note and Security Agreement (Variable Rate, LIBOR)
Note and Security Agreement • November 13th, 2002 • Water Pik Technologies Inc • Electric housewares & fans • California

This Note and Security Agreement ("Agreement") made as of the date set forth below sets forth the terms and conditions governing the repayment of a loan made by Banc of America Leasing & Capital, LLC ("Secured Party") to the party identified below as "Debtor" for the purpose of financing the personal property identified below as the "Equipment", and the granting by Debtor to Secured Party of a security interest in the Equipment and certain related property to secure the repayment of all Debtor's obligations to Secured Party.

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GUARANTY
Water Pik Technologies Inc • November 13th, 2002 • Electric housewares & fans • California
AMENDMENT AND CONSENT AGREEMENT
And Consent Agreement • November 13th, 2002 • Water Pik Technologies Inc • Electric housewares & fans • New York

THIS AMENDMENT AND CONSENT AGREEMENT (this "Agreement"), dated as of September 20, 2002, to the Restated Credit Agreement, dated as of November 29, 1999 (as the same may be further amended, supplemented or modified from time to time in accordance with its terms, the "Credit Agreement"), among Water Pik, Inc., a Delaware corporation ("Water Pik"), and Laars, Inc., a Delaware corporation ("Laars" and together with Water Pik, herein referred to as the "Borrowers"), the Guarantors named therein, the financial institutions named therein (the "Lenders") and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as agent (the "Agent") for the Lenders. Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Credit Agreement.

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