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
|
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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