Prestige Brands International, Inc. – INTERCREDITOR AGREEMENT (July 6th, 2004)Exhibit 10.3 INTERCREDITOR AGREEMENT This INTERCREDITOR AGREEMENT, dated as of April 6, 2004, is entered into among CITICORP NORTH AMERICA, INC. ("CITICORP"), in its capacity as administrative agent for the Lenders and Issuers and collateral agent for the First-Priority Secured Parties under the Credit Agreement (each as defined below) (in such capacity, together with any successor administrative or collateral agent thereunder and, if there is no acting Administrative Agent under the Credit Agreement, the Requisite Lenders, the "ADMINISTRATIVE AGENT") and as agent for the Tranche C Secured Parties under the Credit Agreement (as defined below) (in such capacity, together with any successor collateral agent thereunder and, if there is no acting Tranche C Agent under the Credit Agreement, the Requisite Tranche C Lenders, the "TRANCHE C AGENT"), PRESTIGE BRANDS, INC., a Delaware c
Prestige Brands International, Inc. – PAGE ARTICLE V FINANCIAL COVENANTS.........................................................91 SECTION 5.1 MAXIMUM LEVERAGE RATIO.........................................................91 SECTION 5.2 MINIMUM INTEREST COVERAGE RATIO................................................93 SECTION 5.3 MINIMUM FIXED CHARGE COVERAGE RATIO............................................94 SECTION 5.4 CAPITAL EXPENDITURES...........................................................94 ARTICLE VI REPORTING COVENANTS.........................................................95 SECTION 6.1 FINANCIAL STATEMENTS........ (July 6th, 2004)Exhibit 10.1 $505,000,000 CREDIT AGREEMENT DATED AS OF APRIL 6, 2004 AMONG PRESTIGE BRANDS, INC. AS BORROWER PRESTIGE BRANDS INTERNATIONAL, LLC AS PARENT AND THE LENDERS AND ISSUERS PARTY HERETO AND CITICORP NORTH AMERICA, INC. AS ADMINISTRATIVE AGENT AND TRANCHE C AGENT AND BANK OF AMERICA, N.A. AS SYNDICATION AGENT AND MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC. AS DOCUMENTATION AGENT CITIGROUP GLOBAL MARKETS INC. AND BANC OF AMERICA SECURITIES LLC AS JOINT LEAD ARRANGERS AND JOINT BOOK-RUNNING MANAGERS WEIL, GOTSHAL & MANGES LLP 767 FIFTH AVENUE NEW YORK, NEW YORK 10153-0119 ARTICLE I DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS.............................1 SECTION 1.1 DEFINED TERMS...................................................................1 SECTION 1.2 COMPUTATION OF TIME PERIODS....................................................47 SECTION 1.3 ACCOUNTING TERMS AND PRINCIPLES................................................47 SECT
Prestige Brands International, Inc. – TO UNIT PURCHASE AGREEMENT (July 6th, 2004)Exhibit 10.6 [EXECUTION COPY] FIRST AMENDMENT, ACKNOWLEDGMENT AND SUPPLEMENT TO UNIT PURCHASE AGREEMENT This First Amendment, Acknowledgment and Supplement to Unit Purchase Agreement (this "AMENDMENT AND SUPPLEMENT"), dated as of April 6, 2004, is made to the Unit Purchase Agreement (the "AGREEMENT"), dated as of February 6, 2004, by and among Medtech/Denorex, LLC, a Delaware limited liability company (n/k/a Prestige International Holdings, LLC, the "COMPANY"), GTCR Fund VIII, L.P., a Delaware limited partnership, GTCR Fund VIII/B, L.P., a Delaware limited partnership, GTCR Co-Invest II, L.P., a Delaware limited partnership, and the TCW/Crescent Purchasers (as defined therein). Each capitalized term used herein but not otherwise defined shall have the meaning ascribed to such term in the Agreement.
Prestige Brands International, Inc. – MANAGEMENT COMPANY SERVICES AGREEMENT (July 6th, 2004)Exhibit 10.14 EXECUTION COPY AMENDED AND RESTATED MANAGEMENT COMPANY SERVICES AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT COMPANY SERVICES AGREEMENT (this "AGREEMENT"), dated as of April 6, 2004 (the "EFFECTIVE DATE"), is entered into by and among Prestige Brands, Inc., a Delaware corporation and successor to Medtech/Denorex Management, Inc. ("PROVIDER"), Prestige Brands International, Inc., a Virginia corporation ("PRESTIGE"), Medtech Products, Inc., a Delaware corporation ("MEDTECH"), The Spic and Span Company, a Delaware corporation ("SPIC AND SPAN"), The Comet Products Corporation, a Delaware corporation ("COMET"), and The Denorex Company, a Delaware corporation ("DENOREX") and amends and restates the Management Company Services Agreement dated as of February 6, 2004 (the "PRIOR AGREE
Prestige Brands International, Inc. – CUMULATIVE PERCENTAGE OF DATE CARRIED COMMON UNITS VESTED ------------------------------------ --------------------------- First Anniversary of Effective Date 20.00% Second Anniversary of Effective Date 40.00% Third Anniversary of Effective Date 60.00% Fourth Anniversary of Effective Date 80.00% Fifth Anniversary of Effective Date 100.00% 4 (c) If Executive ceases to be employed by the Company, Employer and their respective Subsidiaries on any date other than an anniversary date specified in the schedule above, the cumulative percentage of Carried Common Units to become vested shall be determi (July 6th, 2004)Exhibit 10.24 EXECUTION COPY SENIOR MANAGEMENT AGREEMENT THIS SENIOR MANAGEMENT AGREEMENT (this "AGREEMENT") is made as of February 6, 2004 (the "EFFECTIVE DATE"), by and among Medtech/Denorex, LLC, a Delaware limited liability company (the "COMPANY"), Medtech/Denorex Management, Inc., a Delaware corporation ("EMPLOYER"), and Michael A. Fink ("EXECUTIVE"). The Company and Executive desire to enter into an agreement pursuant to which Executive will acquire from the Company, and the Company will issue to Executive, Class B Preferred Units of the Company (the "CLASS B PREFERRED UNITS") and Common Units of the Company (the "COMMON UNITS"). Certain definitions are set forth in SECTION 11 of this Agreement. Employer desires to employ Executive and Executive desires to be employed by Employer upon the terms set forth herein. The execution and delivery of this Agreement by the Company and Executive is a condition to (A) the purchase of Class B Preferred Units and Common Units by GTCR Fund VIII
Prestige Brands International, Inc. – SENIOR PREFERRED INVESTOR RIGHTS AGREEMENT (July 6th, 2004)Exhibit 10.12 EXECUTION COPY SENIOR PREFERRED INVESTOR RIGHTS AGREEMENT THIS SENIOR PREFERRED INVESTOR RIGHTS AGREEMENT (this "AGREEMENT") is made as of March 5, 2004 by and among (i) Medtech/Denorex, LLC, a Delaware limited liability company (the "COMPANY"), (ii) GTCR Fund VIII, L.P. ("GTCR"), (iii) TSG3 L.P., J. Gary Shansby, Charles H. Esserman, Michael L. Mauze, and James L. O'Hara (each individually an "INITIAL SECURITYHOLDER" and, collectively, the "INITIAL SECURITYHOLDERS") and (iv) each other Person (other than the Company, GTCR or any of their respective designees) who, at any time after the date hereof, acquires Senior Preferred Units of the Company (the "Senior Preferred Units") in accordance with the terms hereof and executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement (each, a
Prestige Brands International, Inc. – TO SECURITYHOLDERS AGREEMENT (July 6th, 2004)Exhibit 10.9 [EXECUTION COPY] FIRST AMENDMENT AND ACKNOWLEDGMENT TO SECURITYHOLDERS AGREEMENT This First Amendment and Acknowledgment to Securityholders Agreement (this "AMENDMENT"), dated as of April 6, 2004, is made to the Securityholders Agreement (the "AGREEMENT"), dated as of February 6, 2004, by and among Medtech/Denorex, LLC, a Delaware limited liability company (n/k/a Prestige International Holdings, LLC, the "COMPANY"), and certain of its securityholders. Each capitalized term used herein but not otherwise defined shall have the meaning ascribed to such term in the Agreement. WHEREAS, concurrently herewith, the Company is indirectly acquiring all of the outstanding shares of capital stock of Bonita Bay Holdings, Inc., a Virginia corporation and ultimate parent of Prestige Brands Inte
Prestige Brands International, Inc. – Page ARTICLE I CERTAIN DEFINITIONS ARTICLE II ORGANIZATIONAL MATTERS 2.1 Format ion.......................................................................11 2.2 The Certificate, Etc............................................................11 2.3 Name..... .......................................................................11 2.4 P urpose......................................................................... 11 2.5 Powers of the LLC...............................................................12 2.6 Foreign Qualification...........................................................13 2.7 Princ (July 6th, 2004)Exhibit 10.4 [EXECUTION COPY] ------------------------------ PRESTIGE INTERNATIONAL HOLDINGS, LLC ------------------------------ THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of April 6, 2004 THE COMPANY INTERESTS REPRESENTED BY THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. THE COMPANY INTERESTS REPRESENTED BY THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT ARE ALSO SUBJECT TO, AS THE CASE MAY BE, (I) ADDITIONAL RESTRICTIONS ON TRANSFER SPECIFIED IN THE SECURITYHOLDERS AGREEMENT, DATED AS OF FEBRUARY 6, 2004, AS AMENDED OR MODIFIED FROM
Prestige Brands International, Inc. – PAGE Article I Defined Terms......................................................................1 Section 1.1 Definitions................................................................1 Section 1.2 Certain Other Terms........................................................5 Article II Grant of Security Interest.........................................................6 Section 2.1 Collateral.................................................................6 Section 2.2 Grant of Security Interest in Collateral...................................7 Section 2.3 Cash Collateral Accounts............ (July 6th, 2004)Exhibit 10.2 PLEDGE AND SECURITY AGREEMENT DATED AS OF APRIL 6, 2004 AMONG PRESTIGE BRANDS, INC. AS A GRANTOR AND EACH OTHER GRANTOR FROM TIME TO TIME PARTY HERETO AND CITICORP NORTH AMERICA, INC. AS ADMINISTRATIVE AGENT AND CITICORP NORTH AMERICA, INC. AS TRANCHE C AGENT WEIL, GOTSHAL & MANGES LLP 767 FIFTH AVENUE NEW YORK, NEW YORK 10153-0119 TABLE OF CONTENTS
Prestige Brands International, Inc. – PAGE ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE..............................................1 Section 1.01. Definiti ons......................................................................1 Section 1.02. Other Definitions...............................................................27 Section 1.03. Incorporation by Reference of Trust Indenture Act...............................28 Section 1.04. Rules of Construction...........................................................28 ARTICLE 2. THE NOTES........................................................... ...................29 Secti (July 6th, 2004)Exhibit 4.1 ================================================================================ PRESTIGE BRANDS, INC. 9 1/4% SENIOR SUBORDINATED NOTES DUE 2012 ---------- INDENTURE Dated as of April 6, 2004 ---------- U.S. BANK NATIONAL ASSOCIATION, as Trustee ================================================================================ TABLE OF CONTENTS
Prestige Brands International, Inc. – REGISTRATION RIGHTS AGREEMENT (July 6th, 2004)Exhibit 10.10 [EXECUTION VERSION] REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of February 6, 2004, by and among (i) Medtech/Denorex, LLC, a Delaware limited liability company (the "LLC"), (ii) GTCR Fund VIII, L.P., a Delaware limited partnership ("GTCR FUND VIII"), GTCR Fund VIII/B, L.P., a Delaware limited partnership ("GTCR FUND VIII/B"), GTCR Co-Invest II, L.P., a Delaware limited partnership ("GTCR CO-INVEST" and, together with GTCR Fund VIII and GTCR Fund VIII/B, the "GTCR PURCHASERS"), and GTCR Capital Partners, L.P., a Delaware limited partnership ("GTCR CAPITAL PARTNERS" and, together with the GTCR Purchasers and any investment fund managed by GTCR Golder Rauner, L.L.C. or GTCR Golder Rauner II, L.L.C. that at any time acquires securities of the LLC or the Company, a
Prestige Brands International, Inc. – REGISTRATION RIGHTS AGREEMENT (July 6th, 2004)Exhibit 4.2 PRESTIGE BRANDS, INC. 9-1/4% SENIOR SUBORDINATED NOTES DUE 2012 REGISTRATION RIGHTS AGREEMENT New York, New York April 6, 2004 Citigroup Global Markets Inc. Banc of America Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated As Representatives of the Initial Purchasers c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Prestige Brands, Inc., a corporation organized under the laws of the state of Delaware (the "COMPANY"), proposes to issue and sell to Citigroup Global Markets Inc., Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "INITIAL PURCHASERS"), $210,000,000 aggreg
Prestige Brands International, Inc. – SECURITYHOLDERS AGREEMENT (July 6th, 2004)Exhibit 10.8 [EXECUTION VERSION] SECURITYHOLDERS AGREEMENT THIS SECURITYHOLDERS AGREEMENT (this "AGREEMENT") is made as of February 6, 2004 by and among (i) Medtech/Denorex, LLC, a Delaware limited liability company (the "COMPANY"), (ii) GTCR Fund VIII, L.P., a Delaware limited partnership ("GTCR FUND VIII"), GTCR Fund VIII/B, L.P., a Delaware limited partnership ("GTCR FUND VIII/B"), GTCR Co-Invest II, L.P., a Delaware limited partnership ("GTCR CO-INVEST" and, together with GTCR Fund VIII and GTCR Fund VIII/B, the "GTCR PURCHASERS"), and GTCR Capital Partners, L.P., a Delaware limited partnership ("GTCR CAPITAL PARTNERS" and, together with the GTCR Purchasers and any investment fund managed by GTCR Golder Rauner, L.L.C. or GTCR Golder Rauner II, L.L.C. that at any time acquires securities of the Company and executes a c
Prestige Brands International, Inc. – TO REGISTRATION RIGHTS AGREEMENT (July 6th, 2004)Exhibit 10.11 [EXECUTION COPY] FIRST AMENDMENT AND ACKNOWLEDGMENT TO REGISTRATION RIGHTS AGREEMENT This First Amendment and Acknowledgment to Registration Rights Agreement (this "AMENDMENT"), dated as of April 6, 2004, is made to the Registration Rights Agreement (the "AGREEMENT"), dated as of February 6, 2004, by and among Medtech/Denorex, LLC, a Delaware limited liability company (n/k/a Prestige International Holdings, LLC, the "COMPANY"), and certain of its securityholders. Each capitalized term used herein but not otherwise defined shall have the meaning ascribed to such term in the Agreement. WHEREAS, concurrently herewith, the Company is indirectly acquiring all of the outstanding shares of capital stock of Bonita Bay Holdings, Inc., a Virginia corporation and ultimate parent of Prestige B
Prestige Brands International, Inc. – AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT (July 6th, 2004)Exhibit 10.13 [EXECUTION COPY] AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT THIS AMENDED AND RESTATED PROFESSIONAL SERVICES AGREEMENT (this "AGREEMENT"), dated as of April 6, 2004, is entered into by and between GTCR Golder Rauner II, L.L.C., a Delaware limited liability company ("GTCR"), and Prestige Brands, Inc., a Delaware corporation and successor to Medtech/Denorex Management, Inc. (the "COMPANY"), and amends and restates the Professional Services Agreement dated as of February 6, 2004 (the "PRIOR AGREEMENT"). WHEREAS, the Company is a wholly owned subsidiary of Prestige International Holdings, LLC, a Delaware limited liability company formerly known as Medtech/Denorex, LLC (the "PARENT"); WHEREAS, certain affiliates of GTCR have purchased, and from time to time will purchase (including in connection with the
