Other Remedies
32
8.
REPRESENTATIONS, COVENANTS AND WARRANTIES
33
8A.
Organization
33
8B.
Financial Statements
33
8C.
Actions Pending
34
8D.
Outstanding Debt
34
8E.
Title to Properties
35
8F.
Taxes
35
8G.
Conflicting Agreements and Other Matters
35
8H.
Offering of Notes
36
iii.
TABLE OF CONTENTS
(CONTINUED)
PAGE
8I.
Use of Proceeds
36
8J.
ERISA
37
8K.
Governmental Consent
37
8L.
Environmental Compliance
38
8M.
Disclosure
38
8N.
Hostile Tender Offers
38
8O.
Regulatory Status
38
8P.
Absence of Financing Statements
38
9.
REPRESENTATIONS OF THE PURCHASERS
39
9A.
Nature of Purchase
39
9B.
Source of Funds
39
10.
DEFINITIONS; ACCOUNTING MATTERS
39
10A.
Yield-Maintenance Terms
39
10B.
Other Terms
41
10C.
Accounting Principles, Terms and Determinations
55
11.
MISCELLANEOUS
56
11A.
Note Payments
56
11B.
Expenses
56
11C.
Consent to Amendments
57
11D.
Form, Registration, Transfer and Exchange of Notes; Lost Notes
58
11E.
Persons Deemed Owners; Participations
59
11F.
Survival of Representations and Warranties; Entire Agreement
59
11G.
Successors and Assigns
59
11H.
Independence of Covenants
59
11I.
Notices
60
11J.
Payments Due on Non-Business Days
60
11K.
Severability
61
11L.
Descriptive Headings
61
11M.
Satisfaction Requirement
61
iv.
TABLE OF CONTENTS
(CONTINUED)
PAGE
11N.
Governing Law
61
11O.
Severalty of Obligations
61
11P.
Counterparts
61
11Q.
Binding Agreement
61
v.
EXHIBITS AND SCHEDULES
PURCHASER SCHEDULE
SCHEDULE 6C(8)
-
EXISTING LOANS AND INVESTMENTS
SCHEDULE 6J
-
EXISTING DEBT AND GUARANTY OBLIGATIONS
SCHEDULE 8G
-
DEBT AGREEMENTS WHICH RESTRICT THE INCURRENCE OF DEBT
INFORMATION SCHEDULE
EXHIBIT A-1
-
FORM OF SERIES A NOTE
EXHIBIT A-2
-
FORM OF SHELF NOTE
EXHIBIT B
-
SERIES A NOTES FUNDING INSTRUCTION LETTER
EXHIBIT C
-
FORM OF REQUEST FOR PURCHASE
EXHIBIT D
-
FORM OF CONFIRMATION OF ACCEPTANCE
EXHIBIT E
-
FORM OF MULTIPARTY GUARANTY
EXHIBIT F
-
FORM OF SECURITY AGREEMENT
EXHIBIT G
-
FORM OF PATENT SECURITY AGREEMENT
EXHIBIT H
-
FORM OF TRADEMARK SECURITY AGREEMENT
EXHIBIT I
-
FORM OF PLEDGE AGREEMENT
EXHIBIT J
-
FORM OF INTERCREDITOR AGREEMENT
EXHIBIT K-1
-
FORM OF SERIES A LEGAL OPINION
EXHIBIT K-2
-
FORM OF SHELF OPINION
vi.
WD-40 Company
1061 Cudahy Place
San Diego, CA 92110
As of October 18, 2001
The Prudential Insurance Company
of America (together with its successors
and assigns, "Prudential")
Each Prudential Affiliate (as hereinafter
defined) which becomes bound by certain
provisions of this Agreement as hereinafter
provided (together with Prudential,
the "Purchasers")
c/o Prudential Capital Group
Four Embarcadero Center, Suite 2700
San Francisco, California 94111
Ladies and Gentlemen:
The undersigned, WD-40 Company, a Delaware corporation (the "Company"), hereby
agrees with you as follows:
1. AUTHORIZATION OF ISSUE OF NOTES.
1A. Authorization of Issue of Series A Notes. The Company will authorize the
issue of its senior secured promissory notes (the "Series A Notes") in the
aggregate principal amount of $75,000,000, to be dated the date of issue
thereof, to mature October 18, 2011 to bear interest on the unpaid balance
thereof from the date thereof until the principal thereof