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Exhibit 10.23
[EXECUTION COPY]
SECOND AMENDMENT AND ACKNOWLEDGMENT
TO SENIOR MANAGEMENT AGREEMENT
This Second Amendment and Acknowledgment to Senior Management Agreement
(this "AMENDMENT"), dated as of April 6, 2004, is made to the Senior Management
Agreement (the "AGREEMENT"), dated as of February 6, 2004, by and among
Medtech/Denorex, LLC, a Delaware limited liability company and now known as
Prestige International Holdings, LLC (the "COMPANY"), Medtech/Denorex
Management, Inc., a Delaware corporation and now known as Prestige Brands, Inc.
("EMPLOYER"), and Gerard F. Butler ("EXECUTIVE"), as amended by the First
Amendment and Acknowledgment to Senior Management Agreement, dated March 5,
2004, by and among the Company, Employer and Executive. 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 International, Inc. (the
"ACQUISITION"); and
WHEREAS, in connection with the Acquisition, and in order to better reflect
the intent of the undersigned, the undersigned desire to amend certain terms of
the Agreement, make certain acknowledgments with respect to the Agreement and
reaffirm the other term and make provisions of the Agreement.
NOW, THEREFORE, effective immediately prior to the consummation of the
Acquisition (except as otherwise provided in Section 15 below), the undersigned,
intending to be legally bound, hereby agree as follows:
1. Each reference, if any, in the Agreement to any of the entities identified
below shall be deemed a reference to such entity's new name, as indicated:
(a) Medtech/Denorex, LLC n/k/a Prestige International Holdings, LLC;
(b) SNS Household Holdings, Inc. n/k/a Prestige Household Holdings,
Inc.;
(c) SNS Household Brands, Inc. n/k/a Prestige Household Brands, Inc.;
(d) Medtech Acquisition Holdings, Inc. n/k/a Prestige Products Holdings,
Inc.;
(e) Medtech Acquisition, Inc. n/k/a Prestige Brands, Inc.;
(f) Medtech/Denorex Management, Inc. n/k/a Prestige Brands, Inc., as
successor by merger;
(g) Denorex Acquisition Holdings, Inc. n/k/a Prestige Personal Care
Holdings, Inc.; and
(h) Denorex Acquisition, Inc. n/k/a Prestige Personal Care, Inc.
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2. The fourth introductory paragraph of the Agreement shall be deleted in its
entirety and amended and restated as follows:
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, 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 the TCW/Crescent Purchasers (as defined herein)
pursuant to a Unit Purchase Agreement among the Company and such Persons
dated as of the date hereof (as amended from time to time, the "PURCHASE
AGREEMENT") and (B) the purchase of warrants to acquire Class B Preferred
Units and Common Units by GTCR Capital Partners, L.P., a Delaware limited
partnership ("GTCR CAPITAL PARTNERS") and the TCW/Crescent Lenders (as
defined herein) pursuant to a Warrant Agreement between the Company and
such Persons dated as of the date hereof. Certain provisions of this
Agreement are intended for the benefit of, and will be enforceable by, the
Purchasers (as defined herein).
3. The definitions for each of the following defined terms in the Agreement
shall be deleted in their entirety and amended and restated as follows:
(a) "CREDIT AGREEMENT" means the Credit Agreement, dated as of April 6,
2004, among Employer, Prestige Brands International, LLC, a Delaware
limited liability company, the lenders and issuers party thereto,
Citicorp North America, Inc., as administrative agent and Tranche C
Agent (as defined therein), Bank of America, N.A., as syndication
agent for the lenders and issuers, Merrill Lynch Capital, a division
of Merrill Lynch Business Financial Services Inc., as documentation
agent for the lenders and issuers, and the other parties named
therein, as the same may be amended, supplemented or otherwise
modified from time to time, at any renewal, extension, refunding,
restructuring, replacement or refinancing thereof (whether with the
original agent or lenders or another agent or agents or other
lenders and whether provided under the original Credit Agreement or
any other credit agreement).
(b) "DEBT" means "Indebtedness" as such term is defined in the Credit
Agreement.
(c) "EBITDA" means "Adjusted EBITDA" as such term is defined in the
Credit Agreement.
(d) "LLC AGREEMENT" means the Third Amended and Restated Limited
Liability Company Agreement of the Company, dated as of April 6,
2004, as amended from time to time pursuant to its terms.
(e) "MAXIMUM NUMBER OF REPURCHASABLE STANDARD CARRIED COMMON UNITS"
means, with respect to any Follow-on Purchaser Equity Investment,
the product of the Purchaser Equity Fund Dilution Percentage
MULTIPLIED BY the number of Standard
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Carried Common Units owned by Executive immediately prior to the
Follow-on Purchaser Equity Investment.
4. The following defined terms in the Agreement shall be deleted in their
entirety:
(a) Maximum Percentage of Repurchaseable Standard Carried Common Units;
(b) Purchaser Mezzanine Fund Dilution Factor; and
(c) Purchaser Mezzanine Fund Dilution Percentage.
5. The following defined terms (and related definitions) shall be added to the
Agreement:
(a) "CAPITAL CONTRIBUTIONS" has the meaning set forth in the LLC
Agreement.
(b) "COMET" means The Comet Products Corporation, a Delaware
corporation.
(c) "PRESTIGE" means Prestige Brands International, Inc. a Virginia
corporation.
(d) "REGISTRATION AGREEMENT" means the Registration Rights Agreement,
dated as of February 6, 2004, by and among the Company and certain
of its securityholders, as amended from time to time pursuant to its
terms.
(e) "SPIC AND SPAN" means the The Spic and Span Company, a Delaware
corporation.
6. References in the Agreement to the Transition Services Agreement (including
the definition thereof) shall be disregarded.
7. Each reference to "Investor" or "Equity Investor" in the Agreement shall
instead be deemed a reference to "Purchaser"; PROVIDED, HOWEVER, that each
reference to "Investor" in Sections 3(b)(v) and (vi) of the Agreement shall
instead be deemed a reference to "Participating Purchaser".
8. Section 3(b)(ii) of the Agreement shall be deleted in its entirety and
amended and restated as follows:
(ii) Subject to the terms and conditions set forth in this
SECTION 3(b), in the event of any Follow-on Purchaser Equity
Investment, the Purchasers who participated in such Follow-on
Purchaser Equity Investment (the "PARTICIPATING PURCHASERS") will
have the right to repurchase (the "DILUTION REPURCHASE OPTION")
from Executive and his transferees (including for this purpose
the Company and, with respect to any Standard Carried Common
Units acquired other than pursuant to the Dilution Repurchase
Option, the Purchasers) all or any portion of Executive's Maximum
Number of Repurchasable Standard Carried Common Units as of such
Follow-on Purchaser Equity Investment.
9. Section 3(b)(iv) of the Agreement shall be deleted in its entirety and
amended and restated as follows:
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(iv) As soon as practicable after the Company has determined the
Maximum Number of Repurchasable Standard Carried Common Units in
respect of any Follow-on Purchaser Equity Investment, the Company
shall give written notice (the "DILUTION REPURCHASE OPTION
NOTICE") to the Participating Purchasers setting forth the
Maximum Number of Repurchasable Standard Carried Common Units and
the purchase price therefor. The Participating Purchasers may
elect to purchase any or all of the Maximum Number of
Repurchasable Standard Carried Common Units by giving written
notice to the Company within 30 days after the Dilution
Repurchase Option Notice has been given by the Company. If the
Participating Purchasers elect to purchase an aggregate number
greater than the Maximum Number of Repurchasable Standard Carried
Common Units, the Maximum Number of Repurchasable Standard
Carried Common Units shall be allocated among the Participating
Purchasers on a pro rata basis consistent with each such
Participating Purchaser's portion of such Follow-on Purchaser
Equity Investment Amount. As soon as practicable, and in any
event within 10 days after the expiration of the 30-day period
set forth above, the Company shall notify each holder of the
Standard Carried Common Units as to the number of units being
purchased from such holder by the Participating Purchasers, the
aggregate consideration to be paid for such units and the time
and place for the closing of the transaction (the "DILUTION
REPURCHASE NOTICE"). At such time, the Company shall also deliver
written notice to each Participating Purchaser setting forth the
number of units such Participating Purchaser is entitled to
purchase, the aggregate purchase price and the time and place of
the closing of the transaction.
10. In Section 6(b) of the Agreement, the phrase "must agree in writing to be
bound by the provisions of this Agreement and the LLC Agreement" shall be
deleted in its entirety and amended and replaced with the phrase "must
agree in writing to be bound by the provisions of this Agreement, the LLC
Agreement, the Securityholders Agreement and the Registration Agreement".
11. In Section 10(a) of the Agreement, the phrase "the Company, Employer,
Medtech, Denorex" shall be deleted in its entirety and amended and
replaced, in each case in each instance in which it appears, with the
phrase "the Company, Employer, Medtech, Denorex, Spic and Span, Comet,
Prestige".
12. EXHIBIT B to the Agreement shall be replaced and superseded in its entirety
by the form of EXHIBIT B attached hereto.
13. The parties hereto agree that the defined term "Substantial
Underperformance" and the references thereto in the Agreement shall be
disregarded until July 1, 2004, at which time such defined term and the
references thereto shall be reinstated in the Agreement with full force and
effect.
14. Any notices sent to Kirkland & Ellis LLP pursuant to the terms of the
Agreement shall be sent to the attention of Kevin R. Evanich, P.C. and
Christopher J. Greeno.
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15. Immediately following the consummation of the Acquisition and the
transactions related thereto, the definitions for each of the following
defined terms in the Agreement shall be deleted in their entirety and
amended and restated as follows:
(a) "EQUITY EQUIVALENTS" means, at any time, without duplication with
any other Equity Securities or Equity Equivalents, any rights,
warrants, options, convertible debt or equity securities,
exchangeable debt or equity securities, or other rights exercisable
for or convertible or exchangeable into, directly or indirectly,
Equity Securities or securities convertible or exchangeable into
Equity Securities, whether at the time of issuance or upon the
passage of time or the occurrence of a future event; PROVIDED THAT,
(i) any of the foregoing shall only be considered an Equity
Equivalent to the extent (and only to the extent) that it is
convertible or exchangeable into an Equity Security at a price below
the then Fair Market Value of such Equity Security and (ii) in no
event shall the Senior Preferred Units (as defined in the LLC
Agreement) be deemed Equity Equivalents hereunder
(b) "EQUITY SECURITIES" means all Class A Preferred Units, Class B
Preferred Units, Common Units and other Units (as defined in the LLC
Agreement) or other equity interests in the Company (including other
classes or series thereof having different rights) that are
purchased simultaneously with Common Units as a strip of securities
as may be authorized for issuance by the Company from time to time.
Equity Securities will also include equity of the Company (or a
corporate successor to the Company or a Subsidiary of the Company)
issued with respect to Equity Securities (i) by way of a unit split,
unit dividend, conversion, or other recapitalization, (ii) by way of
reorganization or recapitalization of the Company in connection with
the incorporation of a corporate successor in accordance with
Section 15.7 of the LLC Agreement, or (iii) by way of a distribution
of securities of a Subsidiary of the Company to the members of the
Company following or with respect to a Subsidiary Public Offering.
16. In connection with the Follow-on Purchaser Equity Investment consummated as
part of the Acquisition, Executive represents and warrants that Executive
owns the 90,054 Standard Carried Common Units being purchased from
Executive pursuant to the related Dilution Repurchase Option free and clear
of all liens, restrictions, charges and encumbrances (other than as
contemplated by the Agreement and the other agreements referenced therein)
and the same will not be subject to any adverse claims.
17. Except for the changes noted above, the Agreement shall remain in full
force and effect and any dispute under this Amendment shall be resolved in
accordance with the terms of the Agreement, including, but not limited to,
Section 13(g) thereof (Choice of Law).
18. This Amendment may be executed in any number of counterparts (including by
means of facsimiled signature pages), which shall together constitute one
and the same instrument.
* * * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment
and Acknowledgment to Senior Management Agreement on the date first written
above.
PRESTIGE INTERNATIONAL
HOLDINGS, LLC
By: /S/ PETER J. ANDERSON
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Name: Peter J. Anderson
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Title: Chief Financial Officer
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PRESTIGE BRANDS, INC.
By: /S/ PETER J. ANDERSON
--------------------------------
Name: Peter J. Anderson
--------------------------------
Title: Vice President
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/S/ GERARD F. BUTLER
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GERARD F. BUTLER
Agreed and Accepted:
GTCR FUND VIII, L.P.
By: GTCR Partners VIII, L.P.
Its: General Partner
By: GTCR Golder Rauner II, L.L.C.
Its: General Partner
By: /S/ DAVID A. DONNINI
-------------------------------------
Name: David A. Donnini
Its: Principal
GTCR FUND VIII/B, L.P.
By: GTCR Partners VIII, L.P.
Its: General Partner
By: GTCR Golder Rauner II, L.L.C.
Its: General Partner
By: /S/ DAVID A. DONNINI
-------------------------------------
Name: David A. Donnini
Its: Principal
[PRESTIGE INTERNATIONAL HOLDINGS, LLC: SIGNATURE PAGE TO SECOND AMENDMENT AND
ACKNOWLEDGMENT TO SENIOR MANAGEMENT AGREEMENT]
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GTCR CO-INVEST II, L.P.
By: GTCR Golder Rauner II, L.L.C.
Its: General Partner
By: /S/ DAVID A. DONNINI
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Name: David A. Donnini
Its: Principal
GTCR CAPITAL PARTNERS, L.P.
By: GTCR Mezzanine Partners, L.P.
Its: General Partner
By: GTCR Partners VI, L.P.
Its: General Partner
By: GTCR Golder Rauner, L.L.C.
Its: General Partner
By: /S/ DAVID A. DONNINI
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Name: David A. Donnini
Its: Principal
TCW/CRESCENT MEZZANINE PARTNERS III, L.P.
TCW/CRESCENT MEZZANINE TRUST III
TCW/CRESCENT MEZZANINE PARTNERS III
NETHERLANDS, L.P.
By: TCW/Crescent Mezzanine
Management III, L.L.C.,
its Investment Manager
By: TCW Asset Management Company,
its Sub-Advisor
By: /S/ TIMOTHY P. COSTELLO
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Name: Timothy P. Costello
Its: Managing Director
[PRESTIGE INTERNATIONAL HOLDINGS, LLC: SIGNATURE PAGE TO SECOND AMENDMENT AND
ACKNOWLEDGMENT TO SENIOR MANAGEMENT AGREEMENT]
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EXHIBIT B
EBITDA
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<Caption>
Fiscal Year Annual EBITDA
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2004 $ 102 million
2005 $ 102 million
2006 $ 102 million
2007 $ 102 million
2008 $ 102 million
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