TABLE OF CONTENTSLimited Liability Company Agreement • July 28th, 2004 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • Delaware
210,000,000 9-1/4% Senior Subordinated Notes due 2012Prestige Brands Holdings, Inc. • July 28th, 2004 • Pharmaceutical preparations • New York
Exhibit 10.4 PRESTIGE BRANDS, INC. 9 1/4% SENIOR SUBORDINATED NOTES DUE 2012Prestige Brands Holdings, Inc. • July 28th, 2004 • Pharmaceutical preparations • New York
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANYExchange Agreement • January 26th, 2005 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • Delaware
Exhibit 10.2 PLEDGE AND SECURITY AGREEMENT DATED AS OF APRIL 6, 2004Pledge and Security Agreement • July 28th, 2004 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
Exhibit 1.1 PRESTIGE BRANDS HOLDINGS, INC. (a Delaware corporation) [______] Shares of Common Stock PURCHASE AGREEMENT Dated: -, 2005 PRESTIGE BRANDS HOLDINGS, INC. (a Delaware corporation) [______] Shares of Common Stock (Par Value $0.01 Per Share)...Purchase Agreement • February 8th, 2005 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
Execution Copy AMENDMENT NO. 1 TO CREDIT AGREEMENT AMENDMENT NO. 1 (this "AGREEMENT"), dated as of _______, 2005, to the Credit Agreement, dated as of April 6, 2004 (as the same may be amended, restated, supplemented or otherwise modified from time to...Credit Agreement • February 8th, 2005 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
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...Intercreditor Agreement • July 28th, 2004 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
Exhibit 10.14 [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...Registration Rights Agreement • July 28th, 2004 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations
Exhibit 10.6 PRESTIGE BRANDS, INC. 9-1/4% SENIOR SUBORDINATED NOTES DUE 2012 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2004 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
RIGHTS AGREEMENTRights Agreement • February 28th, 2012 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • Delaware
of additional Common Shares (other than Common Shares acquired solely as a result of corporate action of the Company not caused, directly or indirectly, by such Person) at any time such that the Grandfathered Stockholder is or thereby becomes the Beneficial Owner of 10% or more of the Common Shares then outstanding, then, in either such case, such Grandfathered Stockholder shall be deemed an Acquiring Person; provided, further, that upon the first decrease of a Grandfathered Stockholder's Beneficial Ownership below 10%, such Grandfathered Stockholder shall no longer be considered a Grandfathered Stockholder. “Beneficial Ownership” shall include any securities such Person or any of such Person's Affiliates or Associates (i) beneficially owns, directly or indirectly, within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) has the right to acquire, (iii) except under limited circumstances, has the right to vote pursuant
REGISTRATION RIGHTS AGREEMENT by and among Prestige Brands, Inc. Prestige Brands Holdings, Inc. Prestige Personal Care Holdings, Inc. Prestige Personal Care, Inc. Prestige Services Corp. Prestige Brands Holdings, Inc. Prestige Brands International,...Registration Rights Agreement • May 18th, 2012 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 31, 2012, by and among Prestige Brands, Inc., a Delaware corporation (the “Company”), Prestige Brands Holdings, Inc., Prestige Personal Care Holdings, Inc., Prestige Personal Care, Inc., Prestige Services Corp., Prestige Brands Holdings, Inc., Prestige Brands International, Inc., Medtech Holdings, Inc., Medtech Products Inc., The Cutex Company, The Denorex Company, The Spic and Span Company and Blacksmith Brands, Inc. (collectively, the “Guarantors”), and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., RBC Capital Markets, LLC and Deutsche Bank Securities Inc. (each an “Initial Purchaser” and collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 8.125% Senior Notes due 2020 (the “Initial Notes”), which are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”), pursuant to the Purchase Agreement (as defined below). The Initial Not
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...Professional Services Agreement • July 28th, 2004 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • Delaware
EXHIBIT 10.29.1 OMNIBUS CONSENT AND AMENDMENT TO SECURITYHOLDERS AGREEMENT, REGISTRATION RIGHTS AGREEMENT, SENIOR MANAGEMENT AGREEMENTS AND UNIT PURCHASE AGREEMENT This Omnibus Consent and Amendment to Securityholders Agreement, Registration Rights...Securityholders Agreement • November 12th, 2004 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations
EXECUTION COPY] FIRST AMENDMENT AND ACKNOWLEDGMENT TO SENIOR MANAGEMENT AGREEMENT This First Amendment and Acknowledgment to Senior Management Agreement (this "AMENDMENT"), dated as of April 6, 2004, is made to the Senior Management Agreement (the...Senior Management Agreement • January 26th, 2005 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations
EXECUTION COPY] SECOND AMENDMENT, ACKNOWLEDGMENT AND SUPPLEMENT TO UNIT PURCHASE AGREEMENT This Second 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 • July 28th, 2004 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations
PURCHASE AGREEMENTPurchase Agreement • May 18th, 2012 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
MORGAN STANLEY & CO. LLC CITIGROUP GLOBAL MARKETS INC. RBC CAPITAL MARKETS, LLC As Representatives of the Initial Purchasers c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036
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.,...Registration Rights Agreement • July 28th, 2004 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • Delaware
CREDIT AGREEMENT Dated as of February 4, 2016Credit Agreement • February 9th, 2016 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations
This CREDIT AGREEMENT is entered into as of February 4, 2016, among PRESTIGE BRANDS HOLDINGS, INC., a Delaware corporation (“Holdings”), PRESTIGE BRANDS, INC., a Delaware corporation (the “Borrower”), the other Guarantors party hereto from time to time, BARCLAYS BANK PLC, as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
660,000,000 TERM LOAN CREDIT AGREEMENT Dated as of January 31, 2012 Among PRESTIGE BRANDS HOLDINGS, INC., as Holdings, PRESTIGE BRANDS, INC., as the Borrower, THE GUARANTORS PARTY HERETO FROM TIME TO TIME CITIBANK, N.A., as Administrative Agent, andTerm Loan Credit Agreement • May 18th, 2012 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS Section 1.01 Defined Terms 1 Section 1.02 Other Interpretive Provisions 54 Section 1.03 Accounting Terms 55 Section 1.04 Rounding 55 Section 1.05 References to Agreements, Laws, Etc 55 Section 1.06 Times of Day 55 Section 1.07 Timing of Payment of Performance 56 Section 1.08 Cumulative Credit Transactions 56 Section 1.09 Pro Forma Calculations 56 Section 1.10 Currency Generally 58 ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS Section 2.01 The Loans 58 Section 2.02 Borrowings, Conversions and Continuations of Loans 58 Section 2.03 [Reserved] 60 Section 2.04 [Reserved] 60 Section 2.05 Prepayments 60 Section 2.06 Termination or Reduction of Commitments 70 Section 2.07 Repayment of Loans 70 Section 2.08 Interest 70 Section 2.09 Fees 70 Section 2.10 Computation of Interest and Fees 71 Section 2.11 Evidence of Indebtedness 71 Section 2.12 Payments Generally 72 Section 2.13 Sharing of Payments 73 Section 2.14 Incremental
AMENDMENT NO. 4Term Loan Credit Agreement • January 31st, 2017 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
AMENDMENT NO. 4, dated as of January 26, 2017 (this “Amendment”), to that certain term loan credit agreement dated as of January 31, 2012 (as amended by Amendment No. 1 thereto, dated as of February 21, 2013, Amendment No. 2 thereto dated as of September 3, 2014, Amendment No. 3 thereto dated as of May 8, 2015 and as further amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”) among PRESTIGE BRANDS HOLDINGS, INC., a Delaware corporation (“Holdings”), PRESTIGE BRANDS, INC., a Delaware corporation (the “Borrower”), the other Guarantors from time to time party thereto, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) and the other Agents named therein. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
GuarantyGuaranty • June 11th, 2010 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
Guaranty, dated as of March 24, 2010, by Prestige Brands Holdings, Inc., a Delaware corporation (the “Parent”), and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 23 (Additional Guarantors) hereof (collectively, together with the Parent, the “Guarantors” and each, individually, a “Guarantor” and each Guarantor other than the Parent and other than any other Person that is the beneficial owner of all of the Stock of the Borrower (as defined below), a “Subsidiary Guarantor”), in favor of the Administrative Agent (as defined below), and each other Agent, Lender, Issuer and each other holder of an Obligation (as each such term is defined in the Credit Agreement referred to below) (each, a “Guarantied Party” and, collectively, the “Guarantied Parties”).
AMENDENT NO. 9 AND JOINDER AND REALLOCATION AGREEMENTAbl Credit Agreement • December 13th, 2023 • Prestige Consumer Healthcare Inc. • Pharmaceutical preparations • New York
This ABL CREDIT AGREEMENT is entered into as of January 31, 2012, among Prestige Consumer Healthcare Inc. (f/k/a Prestige Brands Holdings, Inc.), a Delaware corporation (“Holdings”), PRESTIGE BRANDS, INC., a Delaware corporation (the “Borrower”), the other Guarantors party hereto from time to time, CITIBANK, N.A., as Administrative Agent, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and CITIBANK, N.A., as L/C Issuer and Swing Line Lender.
Executive Employment AgreementExecutive Employment Agreement • May 17th, 2016 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
3- or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures...Credit Agreement • May 5th, 2023 • Prestige Consumer Healthcare Inc. • Pharmaceutical preparations
Executive Employment AgreementEmployment Agreement • June 11th, 2010 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
Executive Employment AgreementEmployment Agreement • August 1st, 2013 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 15th, 2009 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT (the “Agreement”) is made on this ___ day of May, 2009 between Prestige Brands Holdings, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”):
INDENTURE Dated as of March 1, 2021 Among PRESTIGE BRANDS, INC., as the Issuer, the Guarantors from time to time party hereto and U.S. BANK NATIONAL ASSOCIATION, as Trustee 3.750% SENIOR NOTES DUE 2031Indenture • March 1st, 2021 • Prestige Consumer Healthcare Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of March 1, 2021, among Prestige Brands, Inc., a Delaware corporation, the Guarantors (as defined herein) from time to time party hereto and U.S. Bank National Association, a national banking association, as Trustee.
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...Management Company Services Agreement • July 28th, 2004 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • Delaware
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)...Senior Preferred Investor Rights Agreement • July 28th, 2004 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT OF LEASE BETWEEN RA 660 WHITE PLAINS ROAD LLC AND PRESTIGE BRANDS, INC.Agreement of Lease • August 9th, 2012 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations
AGREEMENT OF LEASE (the “Lease” or “this lease”), made as of this 26th day of June, 2012 (the “Effective Date”), between RA 660 WHITE PLAINS ROAD LLC, a Delaware limited liability company, having an address c/o RXR Realty LLC, 660 White Plains Road, Tarrytown, New York 10591 (hereinafter referred to as “Landlord”), and PRESTIGE BRANDS, INC., a Delaware corporation, having its principal place of business at 90 North Broadway, Irvington, New York 10533 (hereinafter referred to as “Tenant”).
Prestige Brands, Inc. 8.25% Senior Notes due 2018 INDENTURE Dated as of March 24, 2010 U.S. Bank National Association, as TrusteeIndenture • June 11th, 2010 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
This INDENTURE, dated as of March 24, 2010, is by and among Prestige Brands, Inc., a Delaware corporation, each Guarantor listed on the signature pages hereto, and U.S. Bank National Association, as trustee (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 17th, 2013 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT (the “Agreement”) is made on this ___ day of May, 2013 between Prestige Brands Holdings, Inc., a Delaware corporation (the “Company”), and _____________ (“Indemnitee”):
the Guarantors from time to time party hereto and U.S. BANK NATIONAL ASSOCIATION, as Trustee 5.375% SENIOR NOTES DUE 2021Indenture • February 7th, 2014 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of December 17, 2013, among Prestige Brands, Inc., a Delaware corporation, the Guarantors (as defined herein) from time to time party hereto and U.S. Bank National Association, a national banking association, as Trustee.
