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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 Peter J. Anderson ("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 180,108 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 C. MANN
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Name: Peter C. Mann
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Title: President
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PRESTIGE BRANDS, INC.
By: /S/ PETER C. MANN
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Name: Peter C. Mann
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Title: President
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/S/ PETER J. ANDERSON
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PETER J. ANDERSON
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
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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
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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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