Exhibit 99.1
AMENDMENT NO. 2 AND WAIVER TO
CREDIT AGREEMENT
AMENDMENT NO. 2 AND WAIVER (this
“ Agreement ”), dated as of
October , 2005, to the Credit
Agreement, dated as of April 6, 2004 (as amended to the date
hereof, the “ Credit Agreement ”), among
Prestige Brands, Inc., a Delaware corporation (the “
Borrower ”), Prestige Brands International, LLC, a
Delaware limited liability company (the “ Parent
”), the Lenders and Issuers party thereto and Citicorp North
America, Inc., as agent for the Lenders and Issuers (in such
capacity, the “ Administrative Agent ”), Bank of
America, N.A., as syndication agent, and Merrill Lynch Capital, a
division of Merrill Lynch Business Financial Services, Inc.,
as documentation agent. Capitalized terms used herein but not
defined herein are used as defined in the Credit Agreement, as
amended hereby.
W I T N E S S E T H:
WHEREAS, the Borrower has notified
the Administrative Agent that the Borrower has failed, since the
Closing Date, to deliver consolidating Financial Statements as
required pursuant to clauses (b) and (c)
of Section 6.1 (Financial Statements) of the Credit
Agreement (such Events of Default, together with any Event of
Default that may exist by reason of any failure to deliver notice
thereof under Section 6.2 (Default Notices) of the
Credit Agreement and by past misrepresentations under the Credit
Agreement that no Default or Events of Default existed and were
continuing, the “ Specified Events of Default
”);
WHEREAS, the Borrower has requested
that the Administrative Agent and the Requisite Lenders
(a) waive the Specified Events of Default and (b) amend
the Credit Agreement to delete the delivery requirements of
consolidating Financial Statements; and
WHEREAS, the Lenders party to the
Lenders’ Consent (constituting the Requisite Lenders) and the
Administrative Agent agree, subject to the limitations and
conditions set forth herein, to(a) waive the Specified Events
of Default and (b) amend the Credit Agreement to delete the
delivery requirements of consolidating Financial
Statements;
NOW, THEREFORE, the parties hereto,
intending to be legally bound, hereby agree as follows:
Section 1.
Waiver
Effective as of the Amendment
Effective Date, subject to the satisfaction (or due waiver) of the
conditions set forth in Section 3 hereof, the Lenders
party to the Lender’s Consent, constituting the Requisite
Lenders, and the Administrative Agent waive the Specified Events of
Default (and ratify Amendment No. 1 to the Credit Agreement,
which became effective on February 15, 2005); provided
, however , that, in respect of Specified Events of Default
relating to representations and warranties, such Specified Events
of Default shall be waived only to the extent they relate to
representations and warranties made prior to the date hereof; and
provided , further , that the waiver set forth in
this Section 1 shall not excuse any failure to comply
after the Amendment Effective Date with the Credit Agreement as
amended hereby.
Section 2.
Amendments to the Credit
Agreement
Clauses (b)
and (c) of
Section 6.1 (Financial Statements) of the Credit
Agreement are, effective as of the Effective Date (as defined in
Section 3 hereof), hereby amended by deleting the
phrase “and consolidated” therein each time it
occurs.
Section 3.
Conditions
Precedent
This Agreement shall become
effective as of the date that each of the following conditions
precedent shall have been satisfied or duly waived by the
Administrative Agent (such date, the “ Effective Date
”):
(a)
Certain Documents.
The Administrative Agent shall
have received each of the following (unless otherwise agreed by the
Administrative Agent), in form and substance satisfactory to the
Administrative Agent and in sufficient copies for each
Lender:
(i)
this Agreement, duly executed by the
Borrower, the Parent and the Administrative Agent;
(ii)
consents in the form attached hereto
as Exhibit A from Lenders constituting Requisite
Lenders; and
(iii)
such additional documentation as the
Administrative Agent may reasonably require.
(b)
Payment of Fees Costs and
Expenses. The
Administrative Agent shall have received payment of all fees, costs
and expenses, including, without limitation, all fees, costs and
expenses of the Administrative Agent (including, without
limitation, the reasonable fees and out-of-pocket expenses of
counsel for the Administrative Agent) in connection with this
Agreement, the Credit Agreement and each other Loan Document, as
required by Section 5 hereof, in each case which are
due and payable on the date hereof and for which invoices have been
made.
(c)
Representations and
Warranties. Each of the representations and warranties
contained in Section 3 below shall be true and
correct.
(d)
No Default or Event of
Default . After
giving effect to this Agreement, no Default or Event of Default
shall have occurred and be continuing.
Section 4.
Representations and
Warranties
On and as of the Effective Date,
after giving effect to this Agreement, each of the Parent and the
Borrower hereby represents and warrants to the Administrative Agent
and each Lender as follows:
(a)
this Agreement has been duly
authorized, executed and del
