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 • June 11th, 2010 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 24, 2010, 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 and The Spic and Span Company (collectively, the “Guarantors”), and Banc of America Securities 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 8.25% Senior Notes due 2018 (the “Initial Notes”), which are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”), pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as t
PURCHASE AGREEMENTPurchase Agreement • June 11th, 2010 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
The Securities (as defined below) will be issued pursuant to an indenture to be dated as of March 24, 2010 (the “Indenture”), among the Company, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Depositary.
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”).
Executive Employment AgreementEmployment Agreement • June 11th, 2010 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
Executive Employment AgreementEmployment Agreement • June 11th, 2010 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
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”).
CREDIT AGREEMENT Dated as of March 24, 2010 among Prestige Brands, Inc., as Borrower Prestige Brands Holdings, Inc., as Parent and The Lenders and Issuers Party Hereto and Bank of America, N.A., as Administrative Agent and Deutsche Bank Securities...Credit Agreement • June 11th, 2010 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
Credit Agreement, dated as of March 24, 2010, among Prestige Brands, Inc., a Delaware corporation (the “Borrower”), Prestige Brands Holdings, Inc., a Delaware corporation (the “Parent”), the Lenders (as defined below), the Issuers (as defined below), Bank of America, N.A. (“Bank of America”), as administrative agent for the Lenders and the Issuers and collateral agent for the Secured Parties (in such capacities, the “Administrative Agent”), and Deutsche Bank Securities Inc., as syndication agent (in such capacity, the “Syndication Agent”).
PLEDGE AND SECURITY AGREEMENT Dated as of March 24, 2010 among Prestige Brands, Inc. as a Grantor and Each Other Grantor From Time to Time Party Hereto and Bank of America, N.A., as Administrative AgentPledge and Security Agreement • June 11th, 2010 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
Pledge and Security Agreement, dated as of March 24, 2010, by Prestige Brands, Inc., a Delaware corporation (the “Borrower”), and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 7.10 (Additional Grantors) (each, a “Grantor” and, collectively, the “Grantors”), in favor of Bank of America, N.A. (“Bank of America”), as administrative agent for the Lenders and the Issuers and collateral agent for the Secured Parties (in such capacity, the “Administrative Agent”).
THIRD SUPPLEMENTAL INDENTURE By and Among PRESTIGE BRANDS, INC., AND PRESTIGE SERVICES CORP. Dated as of February 22, 2008 A SUPPLEMENT TO THE INDENTURE Dated as of April 6, 2004Third Supplemental Indenture • June 11th, 2010 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
THIS THIRD SUPPLEMENTAL INDENTURE (the “Third Supplement”) is dated as of February 22, 2008, and made and entered into by and among PRESTIGE BRANDS, INC., a Delaware corporation (the “Company”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”), and PRESTIGE SERVICES CORP., a Delaware corporation (“Prestige Services”). Prestige Services has executed this Third Supplement for the purposes set forth in Section 1.1 hereof. This Third Supplement supplements and amends the Indenture, dated as of April 6, 2004 (the “Indenture”), by and among the Company, the Trustee and the Guarantors that are parties thereto, as supplemented and amended by the Supplemental Indenture, dated as of October 6, 2004 (the “First Supplement”), by and among the Company, the Trustee and Vetco, Inc., a New York corporation, and the Second Supplemental Indenture, dated as of December 19, 2006 (the “Second Supplement”), by and among, the Company, the Trustee, Prestige Brands Hol
FOURTH SUPPLEMENTAL INDENTURE By and Among PRESTIGE BRANDS, INC., as Issuer THE GUARANTORS PARTY HERETO AND Dated as of March 24, 2010 A SUPPLEMENT TO THE INDENTURE Dated as of April 6, 2004Fourth Supplemental Indenture • June 11th, 2010 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
THIS FOURTH SUPPLEMENTAL INDENTURE (the “Fourth Supplement”) is dated as of March 24, 2010, and made and entered into by and among PRESTIGE BRANDS, INC., a Delaware corporation (the “Company”), the Guarantors party hereto and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”). This Fourth Supplement supplements and amends the Indenture, dated as of April 6, 2004 (the “Indenture”), by and among the Company, the Trustee and the Guarantors that are parties thereto, as supplemented and amended by the Supplemental Indenture, dated as of October 6, 2004 (the “First Supplement”), the Second Supplemental Indenture dated as of December 19, 2006 (the “Second Supplement”) and the Third Supplemental Indenture dated as of February 22, 2008 (the “Third Supplement”), which provided for the issuance of the Company’s 9¼% Senior Subordinated Notes Due 2012 (the “Notes”). As used herein, the term “Existing Indenture” shall mean the Indenture, as supplemented and am
