REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2011 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 1, 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, The Spic and Span Company, Blacksmith Brands Holdings, Inc. and Blacksmith Brands, Inc. (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (formerly known as 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 P
PURCHASE AGREEMENTPurchase Agreement • February 9th, 2011 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
The Securities (as defined below) will be issued pursuant to an indenture dated as of March 24, 2010 (the “Base Indenture”), among the Company, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of November 1, 2010 (the “Supplemental Indenture” and collectively with the Base Indenture, the “Indenture”), among the Company, the Guarantors and the Trustee, relating to the issuance of the Notes. 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 dated April 6, 2004 (the “DTC Agreement”), among the Company, the Trustee and the Depositary.
Executive Employment AgreementExecutive Employment Agreement • February 9th, 2011 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
ContractIncrease Joinder • February 9th, 2011 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
INCREASE JOINDER, dated as of November 1, 2010 (this "Increase Joinder"), among PRESTIGE BRANDS, INC., a Delaware corporation (the "Borrower"), PRESTIGE BRANDS HOLDINGS, INC., a Delaware corporation (the "Parent"), 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 as a Lender of the Incremental Term Loans and Additional Revolving Commitments (each as defined below), DEUTSCHE BANK SECURITIES INC. ("DBSI"), as syndication agent (in such capacity, the "Syndication Agent") and as a Lender of the Additional Revolving Commitments (Bank of America and DBSI in their capacities as Lenders of Incremental Term Loans and/or Additional Revolving Commitments, the "Increase Lenders", BANK OF AMERICA SECURITIES LLC ("BAS") and DEUTSCHE BANK SECURITIES INC. ("DBSI" and together with BAS, the "Arrangers") to the Credit Agreement dated as of March 24, 2010 (as
RETIREMENT AGREEMENTRetirement Agreement • February 9th, 2011 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT (the "Agreement") is made as of this 2nd day of December, 2010 by and between Peter J. Anderson, a natural person residing at 771 Blanch Avenue, Norwood, New Jersey 07648 and his heirs, assigns, executors, agents and representatives (collectively, the “Executive”) on the one side, and Prestige Brands Holdings, Inc. (together with its subsidiaries and affiliates hereinafter collectively referred to as “Prestige”) on the other.
Prestige Brands, Inc. FIRST SUPPLEMENTAL INDENTURE Dated as of November 1, 2010Supplemental Indenture • February 9th, 2011 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
FIRST SUPPLEMENTAL INDENTURE dated as of November 1, 2010 (this “Supplemental Indenture”), by and among Prestige Brands, Inc., a Delaware corporation, (the “Issuer”) the guarantors listed on the signature pages hereto (the “Guarantors”) and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (the “Trustee”).
