EXHIBIT 99(B)
THIS SUBORDINATED NOTE HAS NOT BEEN REGISTERED PURSUANT TO
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS, OR QUALIFIED UNDER THE TRUST INDENTURE ACT
OF 1939, AS AMENDED. NEITHER THIS SUBORDINATED NOTE NOR ANY
PORTION HEREOF OR INTEREST HEREIN MAY BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS THE SAME IS SO REGISTERED
AND QUALIFIED OR SUCH REGISTRATION AND QUALIFICATION IS NOT
REQUIRED AND AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE ISSUER HAS BEEN DELIVERED TO SUCH EFFECT.
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5.61% Subordinated Note
Due March 1, 2001
No. 1 Los Angeles, California
$ _______________ ________, 1996
General Aquatics, Inc., a corporation duly organized and existing
under the laws of the State of Delaware (hereinafter called the "Company"), for
the value received, hereby promises to pay to Anthony Industries, Inc. (the
"Holder") the principal amount of ______________________ ($___________) (or so
much thereof as shall not have been prepaid) in such coin or currency of the
United States of America as at the time of payment shall be legal tender for
public and private debts, at 4900 South Eastern Avenue, Los Angeles, California
90040, or such other address as may be designated in writing by notice from the
Holder to the Company, and to pay interest on the unpaid principal balance
hereof from the date hereof at the rate of 5.61% per annum until the entire
principal amount of this Note shall be paid in full. The principal amount of
this Note and all accrued but unpaid interest thereon shall be payable in full
on March 1, 2001.
Interest payments shall be made to the Holder in additional 5.61%
Subordinated Notes in an aggregate principal amount equal to the amount of such
interest payment or, to the extent required by the succeeding paragraph, in
cash. All additional 5.61% Subordinated Notes issued pursuant to the preceding
sentence shall be due and payable on March 1, 2001 and shall otherwise have the
same terms as this Note, except with respect to issuance dates and principal
amounts. Interest payments on this Note shall be made semi-annually in arrears
on each September 1 and March 1, commencing September 1, 1996 or if such
interest is payable in cash and such interest payment
date is not a Business Day, then on the next succeeding Business Day.
On each interest payment date occurring after September 1, 1997, all
interest payments on this Note shall be made in cash. If an Event of Default
occurs after September 1, 1997, the Company shall on demand from time to time
pay interest on any overdue principal and, to the extent permitted by law, on
any overdue interest, up to the date of actual payment (after as well as before
any judgment) at a rate per annum equal to 5.61% or, if less, the maximum rate
permitted by law. Interest payments in respect of any overdue principal of or
interest on this Note shall be made in cash. Interest shall be computed on the
basis of a 360 day year of twelve 30-day months.
SECTION 1. DEFINITIONS.
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1.01 Defined Terms. For all purposes of this Note, except as
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otherwise expressly provided or unless the context otherwise requires:
"Act" means the Securities Act of 1933, as amended.
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"Affiliate" means as to any Person, any other Person which, directly
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or indirectly, is in control of, is controlled by, or is under common control
with, such Person. For purposes of this definition, "control" of a Person means
the power, directly or indirectly, either to (a) vote 10% or more of the
securities having ordinary voting power for the election of directors of such
Person or (b) direct or cause the direction of the management and policies of
such Person, whether by contract or otherwise.
"Business Day" means any day on which banks are required to be open to
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carry on their normal business in the States of California and New York.
"Company" means General Aquatics, Inc., a Delaware corporation.
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"Default" means any of the events specified in Section 7, whether or
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not any requirement for the giving of notice, the lapse of time, or both, or any
other condition, has been satisfied.
"Event of Default" means any of the events specified in Section 7,
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provided that any requirement for the giving of notice, the lapse of time, or
both, or any other condition, has been satisfied.
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"GAAP" means generally accepted accounting principles in the United
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States of America as in effect from time to time.
"Governmental Authority" means any nation or government, any state or
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other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.
"Holder" means Anthony Industries, Inc., a Delaware corporation.
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"Indebtedness" means of any Person at any date, (a) all indebtedness
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of such Person for borrowed money or for the deferred purchase price of property
or services (other than current trade liabilities incurred in the ordinary
course of business and payable in accordance with customary practices), (b) any
other indebtedness of such Person which is evidenced by a note, bond, debenture
or similar instrument, (c) all obligations of such Person under any lease
required in accordance with GAAP to be capitalized on the balance sheet of such
Person, (d) all obligations of such Person in respect of acceptances issued or
created for the account of such Person and (e) all liabilities secured by any
mortgage, pledge, encumbrance, lien or other security interest of any kind or
nature on any property owned by such Person even though such Person has not
assumed or otherwise become liable for the payment thereof.
"Notes" shall have the meaning ascribed thereto in Section 2.01.
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"Person" means an individual, partnership, corporation, limited
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liability company, limited liability partnership, business trust, joint stock
company, trust, unincorporated association, joint venture, Governmental
Authority or other entity of whatever nature.
"Prepayment Event" means any of the following events: (i) a
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consolidation, merger, sale of all or substantially all of the assets of the
Company, reorganization or restructuring pursuant to which the holders of
outstanding shares of common stock, $.01 par value ("Common Stock"), of the
Company are entitled to receive, on a per share basis, cash consideration in an
amount greater than the Warrant Exercise Price; (ii) a dissolution or
liquidation of the Company in which the holders of the outstanding shares of
Common Stock are entitled to receive, on a per share basis, cash consideration
in an amount greater than the Warrant Exercise Price; or (iii) any other similar
event pursuant to which the holders of the outstanding shares of Common Stock
are entitled to receive, on a per share
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basis, cash consideration in an amount in excess of the Warrant Exercise Price.
"Purchase Agreement" means the Asset Purchase Agreement, dated
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February 16, 1996, among the Company, KDI Sylvan Pools, Inc. and Anthony
Industries, Inc.
"Senior Indebtedness" means all obligations (whether now outstanding
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or hereafter incurred and including all principal, interest (including interest
after the filing of any petition in bankruptcy, whether or not such interest is
allowed or allowable in such proceeding), penalties, fees or other amounts
payable with respect to such obligations) for which the Company is responsible
or liable as obligor, guarantor or otherwise in respect of (i) borrowings under
the $11,000,000 line of credit provided by Wells Fargo Bank, subject to that
certain Credit Agreement, dated as of August 31, 1995, (ii) term notes, in the
amount of $10,000,000, reimbursement obligations in respect of letters of credit
subject to, and all other obligations and liabilities arising under, that
certain Credit Agreement, dated as of August 31, 1995 (the "Pool Credit
Agreement") among the Company, Chemical Bank, as agent, and the financial
institutions participating therein, (iii) the Contingent Subordinated Note of
the Company, dated September 19, 1995, in the original principal amount of
$2,000,000 and issued to James J. Gaffney, as trustee, (iv) the Junior
Subordinated Note of the Company in the original principal amount of $350,000
issued to Wasserstein Perella Group, Inc., (v) all deferrals, renewals,
extensions, refundings, refinancings, amendments and increases of any of such
obligations and (vi) any borrowings or financings provided by a bank, insurance
company or similar institution.
"Subsidiary" means as to any Person, a corporation, partnership or
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other entity of which shares of stock or other ownership interests having
ordinary voting power (other than stock or such other ownership interests having
such power only by reason of the happening of a contingency) to elect a majority
of the board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise qualified, all references to a "Subsidiary" or
to "Subsidiaries" in this Note shall refer to a Subsidiary or Subsidiaries of
the Company.
"Warrant Exercise Price" means the Exercise Price, as in effect and as
----------------------
adjusted from time to time, as defined in the Warrants of the Company issued
pursuant to Section 2.04 of the Purchase Agreement.
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1.02 Other Definitional Provisions.
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(a) As used herein, accounting terms relating to the Company and its
Subsidiaries not defined in Section 1.01 and accounting terms partly
defined in Section 1.01, to the extent not defined, shall have the
respective meanings given to them under GAAP.
(b) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Note shall refer to this Note as a whole and not
to any particular provision of this Note, and Section references are to
this Note unless otherwise specified.
SECTION 2. THE NOTES
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2.01 The Notes. This Note together with any other 5.61% Subordinated
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Notes of the Company issued pursuant to the Purchase Agreement or upon the
payment of interest on such 5.61% Subordinated Notes are sometimes hereinafter
referred to collectively as the "Notes."
The Notes are unsecured and are subordinate by their terms to Senior
Indebtedness of the Company as provided in Section 6.
2.02 Loss, Theft, Destruction or Mutilation of Notes. Upon receipt
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of evidence satisfactory to the Company of the loss, theft, destruction or
mutilation of this Note, and, in the case of any such loss, theft or
destruction, upon receipt of an unsecured agreement of indemnity from the
Holder, in the case of any such mutilation, upon surrender and cancellation of
this Note, the Company will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Note, a new Note of like tenor and unpaid principal
amount and dated the later of the date of, or the date to which interest has
been paid on, the lost, stolen, destroyed or mutilated Note.
SECTION 3. PREPAYMENT OF NOTES.
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3.01 Prepayment. The Notes are not subject to mandatory or optional
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prepayment, and such prepayment shall be prohibited, except as provided in
Sections 3.02 and 3.03.
3.02 Mandatory Prepayment by the Company. Subject to the terms of
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Section 6, the Company shall prepay the Notes as a whole, and not in part, upon
the occurrence of a Prepayment Event.
3.03 Optional Prepayment by the Company. The Company may, at any
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time or from time to time and at its option, prepay all or any portion of the
Notes, together with
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interest accrued to the date of such prepayment with the prior written consent
of the holders of the Senior Indebtedness.
3.04 Notice of Prepayment; Maturity; Interest. Not less than 30 days
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nor more than 60 days prior to the date fixed for prepayment under Section 3.03,
the Company shall give written notice thereof to the Holder, specifying the
aggregate principal amount of Notes to be prepaid, the date fixed for prepayment
and the principal amount and accrued unpaid interest on the Holder's Note or
Notes to be prepaid. Upon notice being given under this Section 3.04 of a
prepayment pursuant to Section 3.03, there shall become due and payable on the
date fixed for prepayment in such notice the full principal amount of the Notes,
together with the unpaid interest accrued thereon to such date.
3.05 Interest After Date Fixed for Prepayment. This Note or any
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portion hereof to be prepaid pursuant to Sections 3.02 or 3.03, inclusive, shall
cease to bear interest on and after the date fixed for such prepayment unless
the Company shall fail to pay this Note on the date fixed for such prepayment,
in which event this Note shall bear interest, payable in cash, at a rate per
annum equal to 5.61% or, if less, the maximum rate permitted by law.
3.06 Acquisition of Notes; No Reissuance. The Company will not, and
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will not permit any Subsidiary or Affiliate to, directly or indirectly, prepay,
redeem, retire, purchase or otherwise acquire any Notes, except pursuant to
Sections 3.02 and 3.03. Any Note prepaid pursuant to said Sections shall be
surrendered to the Company for cancellation and shall not be reissued, and no
Note shall be issued in lieu of any principal amount of any Note so prepaid.
SECTION 4. AFFIRMATIVE COVENANTS.
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The Company hereby agrees that, so long as this Note shall remain
outstanding, the Company shall and (except in the case of delivery of financial
information, reports and notices) shall cause each of its Subsidiaries to:
4.01 To Pay Notes. The Company will punctually pay or cause to be
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paid the principal and interest to become due in respect of the Notes according
to the terms thereof.
4.02 Other Information. Furnish to the Holder within five days after
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the same are sent, copies of all financial statements and reports which the
Company sends to its stockholders, and within five days after the same are
filed, copies of all financial statements and reports which the Company may make
to, or file with, the Securities and Exchange
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Commission or any successor or analogous Governmental Authority.
4.03 Notices. Promptly give notice to the Holder of the occurrence
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of any Default or Event of Default.
SECTION 5. NEGATIVE COVENANTS.
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The Company hereby agrees that, so long as any Note or Notes shall be
outstanding, the Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly:
5.01 Limitation on Transactions with Affiliates. Enter into any
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transaction, including, without limitation, any purchase, sale, lease or
exchange of property or the rendering of any service, with any Affiliate unless
such transaction is (a) otherwise permitted under this Note, (b) in the ordinary
course of the Company's or such Subsidiary's business and (c) upon fair and
reasonable terms no less favorable to the Company or such Subsidiary, as the
case may be, than it would obtain in the comparable arm's length transaction
with a Person which is not an Affiliate.
SECTION 6. SUBORDINATION.
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6.01 Note Subordinated to Senior Indebtedness. The indebtedness and
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all other obligations evidenced by this Note shall be subordinated, to the
extent and in the manner provided in this Section 6, to all Senior Indebtedness.
6.02 Insolvency, Bankruptcy, Liquidation and Reorganization. In the
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event of any insolvency, bankruptcy, liquidation, reorganization or other
similar proceeding involving the Company, all Senior Indebtedness shall first be
paid in full in cash before any payment or any distribution of any kind or
character is made by the Company in respect of this Note.
6.03 No Payment on Note in Certain Circumstances. If (i) any default
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in the payment when due of any amount of principal of, interest on, or any other
amount due with respect to, any Senior Indebtedness shall occur and be
continuing or (ii) such Senior Indebtedness shall have been accelerated as a
result of any default thereunder or the effect of any such default is to permit
the acceleration of such Senior Indebtedness or (iii) any Event of Default (as
defined in the Pool Credit Agreement) other than a payment default shall have
occurred and be continuing and written notice thereof shall have been provided
to the Holder of this Note, then, in each case, until such default shall have
been cured, waived or have ceased to exist, no payment (whether in respect of
principal or
7
interest) may be made by the Company, or received by the holder of this Note,
with respect to this Note.
6.04 Return of Certain Payments. In the event that the Holder of
--------------------------
this Note receives a payment in respect of the Note in violation of these
subordination provisions, such payment shall be held by the Holder in trust for
the benefit of, and shall, forthwith upon receipt thereof, be paid over and
delivered to the holders of the Senior Indebtedness remaining unpaid or to their
respective trustees, agents or representatives ratably according to the
aggregate amount remaining unpaid on account of the principal or the interest
on, or any other amount due with respect to, the Senior Indebtedness held or
represented by each, to the extent necessary to pay such obligations in full in
accordance with their terms.
6.05 Subordination Rights Not Impaired by Acts or Omissions of the
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Company or Holders of Senior Indebtedness. The subordination provisions of this
- -----------------------------------------
Note are for the benefit of the holders of the Senior Indebtedness and their
successors and assigns and they may enforce such provisions directly against the
Holder of this Note in accordance with the terms hereof. No right of any
present or future holder of any Senior Indebtedness to enforce subordination as
provided herein shall at any time in any way be prejudiced or impaired by any
act or omission of the Company or any such Holder, unless the Holder has
expressly waived its rights in writing. The holders of the Senior Indebtedness
may, without impairing or releasing the Company or the Holder of this Note from
any obligation hereunder, (i) change the manner, place or terms of payment or
extend the time of payment of, or renew or alter, Senior Indebtedness, or other
otherwise amend or supplement in any manner Senior Indebtedness or any
instrument evidencing the same or any agreement under which Senior Indebtedness
is outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any
person or entity liable in any manner for the Senior Indebtedness; and (iv)
exercise or refrain from exercising any rights against the Company and any other
person or entity.
6.06 Obligations of the Company Unconditional. By subordinating its
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rights to Senior Indebtedness hereunder, the Company agrees and acknowledges
that nothing herein shall impair the obligations of the Company, which are
unconditional, to pay to the Holder of this Note in accordance with the terms
and the provisions hereof, nor, except as otherwise herein expressly provided,
shall anything herein prevent the Holder of this Note from exercising all
remedies hereunder or otherwise permitted by applicable law. The failure to
make any payment required hereunder by reason of any of these subordination
8
provisions shall not be construed as preventing the occurrence of an Event of
Default hereunder. Notwithstanding anything to the contrary in this Section 6
or elsewhere in this Note, upon any distribution of assets of the Company
referred to in this Section 6, the Holder shall be entitled to rely upon any
order or decree made by any court of competent jurisdiction in which such
dissolution, winding up, liquidation or reorganization proceedings are pending,
or a certificate of the liquidating trustee or agent or other Person making any
distribution to the Holder for the purpose of ascertaining the Persons entitled
to participate in such distribution, the holders of the Senior Indebtedness and
other Indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Section 6 so long as such court has been apprised of, or the
order, decree or certificate makes reference to, the provisions of this Section
6.
6.07 Holder of Note to Be Subrogated to Rights of Holders of Senior
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Debt. Subject to the prior payment in full of all Senior Indebtedness of the
- ----
Company as provided herein, the Holder of this Note shall be subrogated to the
rights of the holders of such Senior Indebtedness to receive payments or
distributions of assets of the Company applicable to the Senior Indebtedness
until all amounts owing on the Note shall be paid in full, and for the purpose
of such subrogation no such payments or distributions to the holders of such
Senior Indebtedness by or on behalf of the Company, or by or on behalf of the
Holder by virtue of this Section 6, which otherwise would have been made to the
Holder shall, as between the Company and the Holder, be deemed to be payment by
the Company on account of such Senior Indebtedness, it being understood that the
provisions of this Section 6 are and are intended solely for the purpose of
defining the relative rights of the Holder, on the one hand, and the holders of
such Senior Indebtedness, on the other hand.
If any payment or distribution to which the Holder would otherwise
have been entitled but for the provisions of this Section 6 shall have been
applied, pursuant to the provisions of this Section 6, to the payment of amounts
payable under Senior Indebtedness of the Company, then the Holder shall be
entitled to receive from the holders of such Senior Indebtedness any payments or
distributions received by such holders of Senior Indebtedness in excess of the
amount sufficient to pay all amounts payable under or in respect of such Senior
Indebtedness in full.
SECTION 7. EVENTS OF DEFAULT
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7.01 Events of Default. If any of the following events shall occur
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and be continuing:
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(a) the Company shall fail to pay any principal of any Note when due
in accordance with the terms hereof or thereof; or the Company shall fail
to pay any interest on any Note, or any other amount payable hereunder,
within five days after any such interest or other amount becomes due in
accordance with the terms hereof, provided however, that in the case of any
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one, but not more than one, interest payment to be paid in cash, the
failure to pay such interest payment shall not be deemed on Event of
Default hereunder unless such amount has not been paid within six months
after such amount is due in accordance with the terms hereof; or
(b) Any representation or warranty made or deemed made by the Company
in this Note or in the Purchase Agreement or which is contained in any
certificate, document or financial or other statement furnished by it at
any time during or in connection with this Note or the Purchase Agreement
shall prove to have been incorrect in any material respect on or as of the
date made or deemed made; or
(c) The Company shall default in the observance or performance of any
agreement contained in Section 3 of this Note; or
(d) The Company shall default in the observance or performance of any
other agreement contained in this Note (other than as provided in
paragraphs (a) through (c) of this Section), and such default shall
continue unremedied for a period of 30 days; or
(e) The Company or any of its Subsidiaries shall default in the
observance or performance of any agreement or condition relating to any
Senior Indebtedness, and any requirement for the giving of notice, the
lapse of time, or both, or any other condition, required for such default
to constitute an event of default under such Senior Indebtedness, shall
have been satisfied and such event of default shall not have been cured or
waived; or
(f) (i) The Company or any of its Subsidiaries shall commence any
case, proceeding or other action (A) under any existing or future law of
any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief
entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up,
liquidation, dissolution, composition or other relief with respect to it or
its debts, or (B) seeking appointment of a receiver, trustee, custodian,
conservator or other
10
similar official for it or for all or any substantial part of its assets,
or the Company or any of its Subsidiaries shall make a general assignment
for the benefit of its creditors; or (ii) there shall be commenced against
the Company or any of its Subsidiaries any case, proceeding or other action
of a nature referred to in clause (i) above which (A) results in the entry
of an order for relief or any such adjudication or appointment or (B)
remains undismissed, undischarged or unbonded for a period of 60 days; or
(iii) there shall be commenced against the Company or any of its
Subsidiaries any case, proceeding or other action seeking issuance of a
warrant of attachment, execution or similar process against all or any
substantial part of its assets which results in the entry of an order for
any such relief which shall not have been vacated, discharged, or stayed or
bonded pending appeal within 60 days from the entry thereof; or (iv) the
Company or any of its Subsidiaries shall take any action in furtherance of,
or indicating its consent to, approval of, or acquiescence in, any of the
acts set forth in clause (i), (ii), or (iii) above; or (v) the Company or
any of its Subsidiaries shall generally not, or shall be unable to, or
shall admit in writing its inability to, pay its debts as they become due;
then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) of this Section with respect to the
Company, automatically the full principal amount of and all accrued unpaid
interest on this Note shall immediately become due and payable, and (B) if such
event is any other Event of Default, the following action may be taken: the
Holder may, by notice to the Company, declare the full principal amount of this
Note (with accrued interest thereon) and all other amounts owing under this Note
to be due and payable forthwith, whereupon the same shall immediately become due
and payable. Except as expressly provided above in this Section, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.
7.02 Suits for Enforcement. In case an Event of Default shall occur
---------------------
and be continuing, the Holder of this Note may proceed to protect and enforce
its rights by suit in equity, action at law or other appropriate proceeding,
whether for the specific performance of any covenant contained in this Note or
in aid of the exercise of any power granted in this Note, or may proceed to
enforce the payment of this Note or to enforce any other legal or equitable
right of the Holder of this Note.
7.03 Remedies Not Waived. No course of dealing between the Holder
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hereof and the Company or any delay or failure on the part of the Holder hereof
in exercising any
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rights hereunder shall operate as a waiver of any rights of the Holder hereof.
7.04 Remedies Cumulative. No remedy herein conferred upon the Holder
-------------------
hereof is intended to be exclusive of any other remedy and each and every remedy
shall be in addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute or otherwise.
SECTION 8. MISCELLANEOUS.
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8.01 Costs and Expenses. If any Event of Default shall occur, the
------------------
Company shall pay to the Holder of the Notes, to the extent permitted under
applicable law, all reasonable out-of-pocket expenses incurred by the Holder in
connection with such Event of Default and such further amount as shall be
sufficient to cover the cost and expense of collection, including reasonable
compensation to the attorneys and counsel of the Holder for any services
rendered in that connection, upon the Notes held by the Holder.
8.02 Notices. All notices shall be in writing and shall be given by
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registered or certified mail and, if to the Holder of a Note, to such Holder at
its address set forth in the first paragraph of this Note, and, if to the
Company, to the Company at its office at 10951 West Los Angeles Avenue,
Moorpark, California 93021, Attention: James Gaffney, Chief Executive Officer,
or addressed to either party or parties at any other address in the United
States of America that such party may hereafter designate by written notice to
the other party.
8.03 Governing Law. This Note shall be construed in accordance with
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and governed by the laws of the State of California.
8.04 Headings. The Section headings herein are for convenience only
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and shall not affect the construction hereof.
8.05 Severability. In the event that any covenant, condition or
------------
other provision contained in this Note is held to be invalid, void or unlawful
by any administrative agency or court of competent jurisdiction, that provision
shall be deemed severable from the remainder of this Note and shall in no way
affect, impair or invalidate any other covenant, condition or other provision
contained herein so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner adverse to a party hereto. In
such event, the parties shall use their best effort to negotiate in good faith
to modify this Note so as to effect the original obligations of the parties
hereto.
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8.06 Successors and Assigns. This Note shall be binding upon and
----------------------
inure to the benefit of the Company, the Holder and their respective successors
and assigns, except that (i) the Company may not assign or transfer any of its
rights or obligations under this Note without the prior written consent of the
Holder and (ii) the Holder will not sell, transfer or assign this Note unless
the transferee hereof expressly agrees to be bound by the subordination
provisions contained in Section 6 for the benefit of the holders of the Senior
Indebtedness.
IN WITNESS WHEREOF, General Aquatics, Inc. has caused this Note to be
duly executed and delivered by its proper and duly authorized officer as of the
day and year first above written.
GENERAL AQUATICS, INC.
By:
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Name:
Title:
Subordination Provisions
of Section 6 Acknowledged
and Agreed to for the
benefit of the holders of
the Senior Indebtedness
ANTHONY INDUSTRIES, INC.
By:
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Name:
Title:
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