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INCREASE JOINDER AGREEMENT

Assumption Agreement

INCREASE JOINDER AGREEMENT | Document Parties: PRESTIGE BRANDS HOLDINGS, INC. | Additional Revolving Commitments Bank of America and DBSI | BANK OF AMERICA, N.A. | Blacksmith Brands Holdings, Inc | CUTEX COMPANY | DENOREX COMPANY | DEUTSCHE BANK SECURITIES INC | DEUTSCHE BANK TRUST COMPANY | Increase Lenders, BANK OF AMERICA SECURITIES LLC | MEDTECH HOLDINGS, INC | PRESTIGE BRANDS HOLDINGS, INC | PRESTIGE BRANDS INTERNATIONAL, INC | PRESTIGE BRANDS, INC | PRESTIGE PERSONAL CARE HOLDINGS, INC | PRESTIGE PERSONAL CARE, INC | PRESTIGE SERVICES CORP | SPIC AND SPAN COMPANY You are currently viewing:
This Assumption Agreement involves

PRESTIGE BRANDS HOLDINGS, INC. | Additional Revolving Commitments Bank of America and DBSI | BANK OF AMERICA, N.A. | Blacksmith Brands Holdings, Inc | CUTEX COMPANY | DENOREX COMPANY | DEUTSCHE BANK SECURITIES INC | DEUTSCHE BANK TRUST COMPANY | Increase Lenders, BANK OF AMERICA SECURITIES LLC | MEDTECH HOLDINGS, INC | PRESTIGE BRANDS HOLDINGS, INC | PRESTIGE BRANDS INTERNATIONAL, INC | PRESTIGE BRANDS, INC | PRESTIGE PERSONAL CARE HOLDINGS, INC | PRESTIGE PERSONAL CARE, INC | PRESTIGE SERVICES CORP | SPIC AND SPAN COMPANY

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Title: INCREASE JOINDER AGREEMENT
Governing Law: New York     Date: 2/9/2011
Industry: Biotechnology and Drugs     Law Firm: Cahill Gordon;Alston Bird     Sector: Healthcare

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Exhibit 10.1

 

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 amended, supplemented, amended and restated or otherwise modified from time to time) (the Credit Agreement ) among the Borrower, the Parent, the Administrative Agent, the Syndication Agent and the Lenders and Issuers party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

WHEREAS, the Borrower has requested (a) the borrowing of $115,000,000 of Incremental Term Loans and (b) an increase of $10,000,000 of Revolving Credit Commitments (the " Additional Revolving Commitments "and, together with the Incremental Term Loans described in (a), the " Facilities Increase" ) (i) to pay a portion of the purchase price necessary to consummate the acquisition (the " Blacksmith Acquisition" ) of Blacksmith Brands Holdings, Inc. (" Blacksmith" ), (ii) to pay related fees and expenses on or prior to the date the Blacksmith Acquisition is consummated and (iii) for general corporate purposes, including additional acquisitions; and

WHEREAS, the Increase Lenders party hereto have agreed to make the Incremental Term Loans and Additional Revolving Commitments to the Borrower on the terms set forth herein.

NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.     Increase Joinder . Each Increase Lender committed to an Incremental Term Loan or Additional Revolving Commitment as set forth in Schedule 1 hereto severally agrees (i) that it shall be considered a Lender for all purposes under the Loan Documents and agrees to be bound by the terms thereof, (ii) as to any Increase Lender which is to make Incremental Term Loans, to make its pro rata portion of the Incremental Term Loans to the Borrower in the aggregate amount set forth in the Notice of Borrowing for Incremental Term Loans delivered to the Administrative Agent in accordance with the Credit Agreement and (iii) as to any Increase Lender which is to make Additional Revolving Commitments, to make available its pro rata portion of the Additional Revolving Commitments to the Borrower in the aggregate amount set forth on Schedule I on the Facilities Increase Date. The terms and provisions of the Incremental Term Loans shall, except as set forth below, be identical to the Term Loans made on the Closing Date (the " Existing Term Loans" ). The terms and provisions of the Additional Revolving Commitments shall be identical to the Revolving Credit Commitments. The aggregate amount of the Incremental Term Loans made under this Increase Joinder shall not exceed $115,000,000. The aggregate amount of the Additional Revolving Commitments made under this Increase Joinder shall not exceed $10,000,000. The Borrower shall use the proceeds of the Incremental Term Loans and Additional Revolving Commitments as set forth in the first recital to this Increase Joinder.

 

 


 

 

After giving effect to the Incremental Term Loans to be made pursuant to this Increase Joinder and the repayments and prepayments prior to the date hereof of the Existing Term Loans, the schedule of repayments under Section 2.6(b) of the Credit Agreement (including both Existing Term Loans and Incremental Term Loans) shall be as follows (without giving effect to any further prepayments after the date hereof):

    

12/31/2011

$658,629.44

3/31/2012

$658,629.44

6/30/2012

$658,629.44

9/30/2012

$658,629.44

12/31/2012

$658,629.44

3/31/2013

$658,629.44

6/30/2013

$658,629.44

9/30/2013

$658,629.44

12/31/2013

$658,629.44

3/31/2014

$658,629.44

6/30/2014

$658,629.44

9/30/2014

$658,629.44

12/31/2014

$658,629.44

3/31/2015

$658,629.44

6/30/2015

$658,629.44

9/30/2015

$658,629.44

12/31/2015

$658,629.44

Term Loan Maturity Date

        $248,303,299.52

 

Section 2.     Representations and Warranties . The Loan Parties represent and warrant to the Increase Lenders as of the date hereof and the Facilities Increase Date (before and after giving effect to the Facilities Increase) that:

(a) the representations and warranties set forth in Article IV (Representations and Warranties) of the Credit Agreement and in the other Loan Documents are true and correct in all material respects on the date hereof and the Facilities Increase Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date;

(b) no Default or Event of Default shall have occurred and be continuing; and

(c) the execution, delivery, performance or effectiveness of this Increase Joinder will not: (a) impair the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all of the applicable Obligations, whether heretofore or hereafter incurred, or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

    

 

 


 

 

Section 3     Conditions to Effectiveness . This Increase Joinder shall become effective on the date (the " Facilities Increase Date" ) on which each of the following conditions is satisfied or waived:

(a)     Certain Documents . The Administrative Agent shall have received on or prior to the

Facilities Increase Date each of the following, each dated the Facilities Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent:

 

(i) this Increase Joinder executed by the Increase Lenders and the other parties hereto;

(ii) certified copies of resolutions of the board of directors of each Loan Party approving the execution, delivery and performance of this Increase Joinder and the other documents to be executed in connection herewith;

(iii) one or more Guaranty Supplements executed by Blacksmith and each of its Subsidiaries substantially in the form of Exhibit A to the Guaranty pursuant to Section 7.11(a) of the Credit Agreement;

(iv) one or more Joinder Agreements substantially in the form of Annex 2 to the Pledge and Security Agreement executed by Blacksmith and all of Blacksmith's Subsidiaries pursuant to Section 7.10 of the Pledge and Security Agreement and Section 7.11(b) of the Credit Agreement;

(v) all certificates, instruments and other docume


 
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