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Exhibit 10.17
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 Brands, Inc., a Delaware corporation and successor to
Medtech/Denorex Management, Inc. ("PROVIDER"), Prestige Brands International,
Inc., a Virginia corporation ("PRESTIGE"), Medtech Products, Inc., a Delaware
corporation ("MEDTECH"), The Spic and Span Company, a Delaware corporation
("SPIC AND SPAN"), The Comet Products Corporation, a Delaware corporation
("COMET"), and The Denorex Company, a Delaware corporation ("DENOREX") and
amends and restates the Management Company Services Agreement dated as of
February 6, 2004 (the "PRIOR AGREEMENT"). Capitalized terms used but not
otherwise defined herein are defined in Paragraph 6 hereof.
WHEREAS, Prestige International Holdings, LLC, a Delaware limited
liability company formerly known as Medtech/Denorex, LLC ("PARENT"), is the
common parent of an affiliated group of companies consisting of, among others
(i) Prestige, Prestige Brands Financial Corporation, a Delaware corporation,
Prestige Brands International (Canada) Corp., a Nova Scotia corporation,
Prestige Brands (UK) Limited, an England and Wales company, and each of
Prestige's future Subsidiaries (all such existing companies, together with all
such future Subsidiaries, are collectively referred to as the "PRESTIGE
OPERATING ENTITIES"), (ii) Medtech, Pecos Pharmaceutical, Inc., a California
corporation, The Cutex Company, a Delaware corporation, and each of Medtech's
future Subsidiaries (all such existing companies, together with all such future
Subsidiaries, are collectively referred to as the "MEDTECH OPERATING ENTITIES"),
(iii) Spic and Span and each of Spic and Span's future Subsidiaries (Spic and
Span, together with all such future Subsidiaries, are collectively referred to
as the "SPIC AND SPAN OPERATING ENTITIES"), (iv) Comet and each of Comet's
future Subsidiaries (Comet, together with all such future Subsidiaries, are
collectively referred to as the "COMET OPERATING ENTITIES") and (v) Denorex and
each of Denorex's future Subsidiaries (Denorex, together with all such future
Subsidiaries, are collectively referred to as the "DENOREX OPERATING ENTITIES");
WHEREAS, each of Prestige, Medtech, Spic and Span, Comet and Denorex
desires to engage Provider to perform certain administrative and managerial
services for its Operating Group (as defined in Paragraph 6) and Provider
desires to perform such administrative and managerial services, in each case on
the terms and conditions hereinafter set forth; and
WHEREAS, the parties hereto desire to amend and restate the Prior
Agreement to include additional parties and to change certain terms thereunder.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. TERM. Each of Prestige, Medtech, Spic and Span, Comet and
Denorex hereby engages Provider to provide the services described in Paragraph 2
below for its Operating Group, and Provider agrees to provide such services to
each such Operating Group, on the terms and
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conditions set forth herein for a period commencing on the Effective Date and
ending on the tenth anniversary of the Effective Date (the "INITIAL TERM"),
unless earlier terminated as set forth herein. Unless so terminated, this
Agreement shall automatically renew after the expiration of the Initial Term for
additional successive one (l) year terms (each, a "RENEWAL TERM"), on the same
terms and conditions contained herein, unless any party provides the other
parties with written notice of its intent to terminate this Agreement no later
than one month prior to the expiration of the Initial Term or any Renewal Term.
The Initial Term and any Renewal Terms are hereinafter referred to as the
"CONTRACT PERIOD."
2. DUTIES AND SERVICES.
(a) During the Contract Period, Provider shall provide each
Operating Group with such personnel, including officers, as is necessary to
provide the services set forth in Paragraph 2(b), which are hereinafter
collectively referred to as the "PROVIDER SERVICES."
(b) In connection with Provider's engagement hereunder and
the provision of services contemplated hereby, the Provider Services shall
consist of the following services:
(i) general executive services, including periodic
advice and consultation with respect to the
affairs of each Operating Group;
(ii) accounting and financial management services,
including (1) maintenance of all payroll and
employee benefit and accounting systems; (2)
review and assistance in the maintenance of
financial and other books and records, including
preparation of any required federal, state or
local governmental reports; (3) general ledger
consolidations; (4) investment of excess cash
balances of each Operating Group; and (5) advice
and assistance regarding cash management, bank
and custodial accounts and debt and equity
financing;
(iii) legal and tax services, including regular and
periodic advice and consultation with respect to
legal and tax matters related to each Operating
Group, including the preparation and filing of,
and assistance with respect to, tax returns and
reports to governmental agencies and supervision
of the defense or prosecution of litigation or
any other legal services furnished by
independent counsel and recommendations with
respect thereto;
(iv) insurance services;
(v) employee and personnel services, including
without limitation making available certain of
Provider's employees to act as senior executive
officers of the entities within each Operating
Group and advisory services relating to employee
training, employee benefit programs and other
personnel matters;
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(vi) services and costs related to the inclusion of
employees of the entities within each Operating
Group in benefit and compensation plans of one
or more Subsidiaries of Parent, including group
life and health insurance plans, pension and
salary continuation plans and thrift plans;
(vii) management information and other system
services, including computer operations, data
input systems and programming and technical
support;
(viii) sales and marketing services, including general
sales, market planning and related service
activities;
(ix) consulting services on business and financial
matters, including (1) corporate strategy, (2)
budgeting of future corporate investments, (3)
acquisition and divestiture strategies and (4)
debt and equity financings; and
(x) such other services as are customarily provided
by companies to their Subsidiaries and divisions
or as may otherwise be reasonably requested by
either Operating Group.
3. COMPENSATION; ALLOCATION OF EXPENSES OF EMPLOYEES.
(a) Provider Services shall be provided to the Operating
Groups at Provider Cost. For purposes of this Agreement, "PROVIDER COST" means
the sum of (i) the product of 105% (expressed as a fraction) multiplied by the
sum of (x) the total cost of an individual or department of Provider for time
spent on providing the relevant Provider Services, (y) any other direct
out-of-pocket costs incurred by Provider in providing such Provider Services,
and (z) Professional Services Costs (as defined below), plus (ii) without
duplication of any costs included in clause (i) above, the Third Party Costs (as
defined below). The Provider Cost of Provider Services shall be allocated and
charged to each Operating Group as follows: (1) to the extent that Provider
Services are directly attributable (in whole or in part) to a specific Operating
Group, the attributable Provider Cost of such Provider Services shall be
allocated and charged to such Operating Group, and (2) the remaining Provider
Cost of any particular Provider Service shall be allocated and charged to each
Operating Group pro rata based upon the respective consolidated revenues of each
Operating Group for the fiscal quarter ended immediately prior to the date of
determination. The Board of Managers of Parent shall review the allocation set
forth in item (2) on an annual basis to determine whether it continues to
accurately reflect relative pro rata costs for each Operating Group and shall
make any adjustments it determines appropriate in its reasonable business
discretion subject to Paragraph 12 hereof. Each of Prestige, Medtech, Spic and
Span, Comet and Denorex shall promptly pay, or cause to be paid, any bills and
invoices that it receives from Provider for Provider Services provided under or
pursuant to this Agreement to the entities within its Operating Group, subject
in each case to receiving any appropriate support documentation for such bills
and invoices. Such charges may, at Provider's option, be billed as incurred to
(i) Prestige, in the case of services provided to the Prestige Operating
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Entities, (i) Medtech, in the case of services provided to the Medtech Operating
Entities, (iii) Spic and Span, in the case of services provided to the Spic and
Span Operating Entities, (iv) Comet, in the case of services provided to the
Comet Operating Entities, and (v) Denorex, in the case of services provided to
the Denorex Operating Entities; PROVIDED that Provider shall provide detailed
invoices listing all charges for Provider Services on at least a monthly basis.
(b) Certain officers and employees of the entities within
each Operating Group will be engaged as officers and may also be employees of
Provider. To the extent the salaries and other benefits payable to, and expenses
incurred by, such officers and employees are paid by Provider, each of Prestige,
Medtech, Spic and Span, Comet and Denorex shall promptly pay, or cause to be
paid, to Provider the Provider Cost of such salaries, benefits and expenses, in
accordance with the allocation methodology set forth in subparagraph (a) hereof.
In addition, to the extent that the salaries and other benefits payable to, and
expenses incurred by, officers and employees of one or more entities within each
Operating Group are paid by Provider as part of the Provider Services, each of
Prestige, Medtech, Spic and Span, Comet and Denorex shall promptly pay, or cause
to be paid, to Provider the Provider Cost of such salaries, benefits and
expenses, in accordance with the allocation methodology set forth in
subparagraph (a) hereof.
4. PURCHASING. Each of Prestige, Medtech, Spic and Span, Comet and
Denorex acknowledges and agrees that Provider shall have the right to purchase
on behalf of each Operating Group such professional, financial, managerial,
administrative, operational or other services, equipment and supplies that
Provider deems reasonable, necessary or appropriate to provide the Provider
Services, including the services contemplated in the Professional Services
Agreement. The fees and expenses incurred by Provider in obtaining such services
(other than the services contemplated in the Professional Services Agreement)
shall be deemed a "Third-Party Cost" for purposes of this Agreement, and the
fees and expenses incurred by Provider in obtaining the services contemplated in
the Professional Services Agreement shall be deemed a "Professional Services
Cost" for purposes of this Agreement. Each of Prestige, Medtech, Spic and Span,
Comet and Denorex further acknowledges and agrees that it shall promptly pay to
Provider the Third-Party Cost and Professional Services Cost of such purchases
made for the benefit of entities within its Operating Group, in accordance with
the limitations and allocation methodology set forth in subparagraph 3(a)
hereof.
5. TERMINATION. This Agreement is terminable (i) by Prestige,
Medtech, Spic and Span, Comet or Denorex only upon the bad faith, willful
misconduct or gross negligence of Provider or (ii) by Provider or Parent upon a
Change in Control of Provider; PROVIDED that upon any Change in Control of the
type described in clause (i) of the definition of Change in Control with respect
to any particular Person party to this Agreement (other than Provider), such
Person and its Subsidiaries shall no longer be deemed to be parties to this
Agreement or members of an Operating Group, as applicable, from and after the
closing date of such a Change in Control; PROVIDED FURTHER that no such Change
in Control shall relieve any party to this Agreement from any obligations
accruing prior to any such Change in Control.
6. DEFINITIONS.
"CHANGE IN CONTROL" of a Person shall mean any sale, transfer or
other disposition, directly or indirectly, of (i) more than fifty percent (50%)
of the outstanding voting securities of
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such Person or (ii) all or substantially all of such Person's assets, in either
case to any Person or group of Persons that is not an affiliate of Parent.
"OPERATING GROUP" means, as applicable, the group of Prestige
Operating Entities, Medtech Operating Entities, Spic and Span Operating
Entities, Comet Operating Entities or Denorex Operating Entities.
"PERSON" means an individual or a corporation, partnership,
limited liability company, trust, unincorporated organization, association or
other entity.
"PROFESSIONAL SERVICES AGREEMENT" means the Amended and Restated
Professional Services Agreement dated as of the date of this Agreement between
GTCR Golder Rauner II, L.L.C., a Delaware limited liability company, and
Provider.
"SUBSIDIARY" means, with respect to any Person, any corporation,
limited liability company, partnership, association, or business entity of which
(i) if a corporation, a majority of the total voting power of shares of stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers, or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association, or other business entity (other
than a corporation), a majority of partnership or other similar ownership
interest thereof is at the time owned or controlled, directly or indirectly, by
that Person or one or more Subsidiaries of that Person or a combination thereof.
For purposes hereof, a Person or Persons shall be deemed to have a majority
ownership interest in a limited liability company, partnership, association, or
other business entity (other than a corporation) if such Person or Persons shall
be allocated a majority of limited liability company, partnership, association,
or other business entity gains or losses or shall be or control any managing
director or general partner of such limited liability company, partnership,
association, or other business entity.
7. ASSIGNMENT. This Agreement shall not be assignable in whole or
in part by any party hereto without the prior written consent of each other
party hereto, except that each party hereto shall be permitted to grant a
collateral security interest with respect to its rights under this Agreement
pursuant to any of such party's third-party debt financing arrangements.
8. CHOICE OF LAW. This Agreement shall be governed by and construed
in accordance with the domestic laws of the State of Delaware, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of Delaware or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Delaware.
9. LIMITATION OF LIABILITY. No party hereto shall be liable to any
other or any third party for any special, consequential or exemplary damages
(including lost or anticipated revenues or profits relating to the same) arising
from any claim relating to this Agreement or any of the services provided
hereto, whether such claim is based on warranty, contract, tort (including
negligence or strict liability) or otherwise, even if an authorized
representative of such party is advised of the possibility or likelihood of the
same. In addition, no party shall be liable
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to any other party hereto or any third party for any direct damages arising from
any claim relating to this Agreement or any of the services provided hereunder
or required to be provided hereunder, except to the extent that such direct
damages are caused by the gross negligence or willful misconduct of such party.
10. COUNTERPARTS. This Agreement may be executed in two or more
counterparts (any one of which may be by facsimile), all of which shall be
constitute one and the same agreement.
11. NOTICES. Unless otherwise indicated herein, all notices,
requests, demands or other communications to the respective parties hereto shall
be deemed to have been given or made when deposited in the mails, registered or
certified mail, return receipt requested, postage prepaid, or by means of
overnight delivery service when delivered to such service addressed or by
facsimile to the respective party at the following address:
c/o Prestige International Holdings, LLC
90 North Broadway
Irvington, New York 10533
Fax No.: (914) 524-6802
with a copy to:
GTCR Golder Rauner II, L.L.C.
6100 Sears Tower
Chicago, IL 60606-6402
Fax No.: (312) 382-2201
Attention: David A. Donnini
Vincent J. Hemmer
12. AMENDMENT; NONWAIVER; SEVERABILITY. Neither this Agreement nor
any part hereof may be changed, altered or amended orally. Any amendment must be
by written instrument signed by the parties hereto. Failure by any party to
exercise promptly any right granted herein or to require strict performance of
any obligation imposed hereunder shall not be deemed a waiver of such right. If
any provision of this Agreement is held ineffective for any reason, the other
provisions shall remain effective.
13. INTERPRETATION. The headings and captions contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. The use of the word "including"
herein shall mean "including without limitation."
14. NO STRICT CONSTRUCTION. The language used in this Agreement
shall be deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction shall be applied against any
party.
15. ENTIRE AGREEMENT. This Agreement contains the entire agreement
and understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings, whether written
or oral, relating to such subject matter (including, (i) the Prior Agreement and
(ii) the Transition Services Agreement, dated February 6,
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2004, between Medtech/Denorex Management, Inc. and Spic and Span and, in the
case of each agreement referred to in clauses (i) and (ii), for the avoidance of
doubt, such agreement is hereby terminated in all respects and no party
thereunder shall have any further rights or obligations in respect thereof).
16. NO THIRD PARTY BENEFICIARIES. This Agreement does not create,
and shall not be construed as creating, any rights enforceable by any Person not
a party to this Agreement, other than Parent or any of the third party debt
financing sources of any party to this Agreement.
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IN WITNESS WHEREOF, the parties have caused this Amended and Restated
Management Company Services Agreement to be executed by their duly authorized
representatives as of the date and year first set forth above.
PRESTIGE BRANDS, INC.
(f/k/a MEDTECH ACQUISITION, INC.),
a Delaware corporation
By: /S/ PETER J. ANDERSON
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Name: Peter J. Anderson
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Title: Vice President
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THE DENOREX COMPANY,
a Delaware corporation
By: /S/ PETER J. ANDERSON
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Name: Peter J. Anderson
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Title: Vice President
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THE COMET PRODUCTS CORPORATION,
a Delaware corporation
By: /S/ PETER J. ANDERSON
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Name: Peter J. Anderson
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Title: Vice President
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MEDTECH PRODUCTS, INC.,
a Delaware corporation
By: /S/ PETER J. ANDERSON
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Name: Peter J. Anderson
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Title: Vice President
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Signature Page to Amended and Restated Management Company Services Agreement
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THE SPIC AND SPAN COMPANY,
a Delaware corporation
By: /S/ PETER J. ANDERSON
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Name: Peter J. Anderson
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Title: Vice President
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PRESTIGE BRANDS INTERNATIONAL, INC.,
a Virginia corporation
By: /S/ PETER J. ANDERSON
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Name: Peter J. Anderson
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Title: Vice President
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MEDTECH ACQUISITION, INC. (n/k/a
PRESTIGE BRANDS, INC.), for purposes
of Section 15 herein in its capacity as a party
to the Prior Agreement,
a Delaware corporation
By: /S/ PETER J. ANDERSON
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Name: Peter J. Anderson
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Title: Vice President
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DENOREX ACQUISITION, INC. (n/k/a
PRESTIGE PERSONAL CARE, INC.),
for purposes of Section 15 herein in its
capacity as a party to the Prior Agreement,
a Delaware corporation
By: /S/ PETER J. ANDERSON
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Name: Peter J. Anderson
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Title: Vice President
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Signature Page to Amended and Restated Management Company Services Agreement