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
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
50,000,000 ABL 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, CITIBANK,...Abl Credit Agreement • May 18th, 2012 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
This ABL CREDIT AGREEMENT is entered into as of January 31, 2012, 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, 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.
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
Trust Indenture Act Section Indenture Section 310 (a)(1) 7.1 (a)(2) 7.1 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.1 (b) 7.03; 7.10 (c) N.A. 311 (a) 7.11 (b) 7.11 (c) N.A. 312 (a) 2.05 (b) 12.03 (c) 12.03 313 (a) 7.06 (b)(1) N.A. (b)(2) 7.06; 7.07 (c) 7.06;...Indenture • May 18th, 2012 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of January 31, 2012, 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.
ContractTransitional Manufacturing and Supply Agreement • May 18th, 2012 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • Quebec
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN PORTIONS OF THIS AGREEMENT. CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Executive Employment AgreementExecutive Employment Agreement • May 18th, 2012 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
TERM LOAN SECURITY AGREEMENT dated as of January 31, 2012 among THE GRANTORS IDENTIFIED HEREIN and CITIBANK, N.A., as Administrative AgentTerm Loan Security Agreement • May 18th, 2012 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01 Credit Agreement 1 SECTION 1.02 Other Defined Terms 2 ARTICLE II Pledge of Securities SECTION 2.01 Pledge 5 SECTION 2.02 Delivery of the Pledged Equity 6 SECTION 2.03 Representations, Warranties and Covenants 7 SECTION 2.04 Certification of Limited Liability Company and Limited Partnership Interests 8 SECTION 2.05 Registration in Nominee Name; Denominations 9 SECTION 2.06 Voting Rights; Dividends and Interest 9 ARTICLE III Security Interests in Personal Property SECTION 3.01 Security Interest 11 SECTION 3.02 Representations and Warranties 13 SECTION 3.03 Covenants 15 ARTICLE IV Remedies SECTION 4.01 Remedies Upon Default 17 SECTION 4.02 Application of Proceeds 19 SECTION 4.03 Grant of License to Use Intellectual Property 20 ARTICLE V Subordination SECTION 5.01 Subordination 21 ARTICLE VI Miscellaneous SECTION 6.01 Notices 22 SECTION 6.02 Waivers; Amendment 22 SECTION 6.03 Administrative Agent’s Fees and Expenses; Indemnification
