GUARANTYGuaranty • February 9th, 2007 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
GUARANTY, dated as of April 6, 2004, by Prestige Brands International, LLC, a Delaware limited liability company (the “Parent”), and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 23 (Additional Guarantors) hereof (collectively, together with the Parent, the “Guarantors” and each, individually, a “Guarantor” and each Guarantor other than Prestige Products Holdings, Inc., the Parent and other than any other Person that is the beneficial owner of all of the Stock of the Borrower (as defined below), a “Subsidiary Guarantor”), in favor of each Collateral Agent, and each other Agent, Lender, Issuer and each other holder of an Obligation (as each such term is defined in the Credit Agreement referred to below) (each, a “Guarantied Party” and, collectively, the “Guarantied Parties”).
GUARANTY SUPPLEMENTPrestige Brands Holdings, Inc. • February 9th, 2007 • Pharmaceutical preparations
The undersigned hereby agrees to be bound as a Guarantor for purposes of the Guaranty, dated as of April 6, 2004 (the “Guaranty”), among Prestige Brands International, LLC and certain subsidiaries and affiliates of Prestige Brands, Inc. listed on the signature pages thereof and acknowledged by Citicorp North America, Inc., as Administrative Agent, and the undersigned hereby acknowledges receipt of a copy of the Guaranty. The undersigned hereby represents and warrants that each of the representations and warranties contained in Section 16 (Representations and Warranties; Covenants) of the Guaranty applicable to it is true and correct on and as the date hereof as if made on and as of such date. Capitalized terms used herein but not defined herein are used with the meanings given them in the Guaranty.
EMPLOYMENT AGREEMENTEmployment Agreement • February 9th, 2007 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS EMPLOYMENT AGREEMENT (“Agreement”), effective as of January 19, 2007 (“Effective Date”), is made and entered into by and between PRESTIGE BRANDS HOLDINGS, INC. (the “Company”) and MARK PETTIE (“Executive”).
SECOND SUPPLEMENTAL INDENTURE By and Among PRESTIGE BRANDS, INC., PRESTIGE BRANDS HOLDINGS, INC., DENTAL CONCEPTS LLC AND PRESTIGE INTERNATIONAL HOLDINGS, LLC Dated as of December 19, 2006 A SUPPLEMENT TO THE INDENTURE Dated as of April 6, 2004Second Supplemental Indenture • February 9th, 2007 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
THIS SECOND SUPPLEMENTAL INDENTURE (the “Second Supplement”) is dated as of December 19, 2006, and made and entered into by and among PRESTIGE BRANDS, INC., a Delaware corporation (the “Company”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”), PRESTIGE BRANDS HOLDINGS, INC., a Delaware corporation (the “Holding Company”), DENTAL CONCEPTS LLC, a Delaware limited liability company (“Dental Concepts”), and PRESTIGE INTERNATIONAL HOLDINGS, LLC, a Delaware limited liability company (“PIH”). Each of the Holding Company, Dental Concepts and PIH has executed this Second Supplement for the purposes set forth in Section 1.3 hereof. This Second Supplement supplements and amends the Indenture, dated as of April 6, 2004 (the “Indenture”), by and among the Company, the Trustee and the Guarantors that are parties thereto, as supplemented and amended by the Supplemental Indenture, dated as of October 6, 2004 (the “First Supplement”), by and among the Compan
SUPPLEMENTAL INDENTURESupplemental Indenture • February 9th, 2007 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 6, 2004, among Vetco, Inc., a New York corporation (the“Guaranteeing Subsidiary”), a subsidiary of Prestige Brands, Inc. (or its permitted successor) (the “Company”), the Company and U.S. Bank, National Association, as trustee under the indenture referred to below (the “Trustee”).
JOINDER AGREEMENTJoinder Agreement • February 9th, 2007 • Prestige Brands Holdings, Inc. • Pharmaceutical preparations
This Joinder Agreement, dated as of December 19, 2006, is delivered pursuant to Section 7.11 (Additional Grantors) of the Pledge and Security Agreement, dated as of April 6, 2004 (the “Pledge and Security Agreement”), by Prestige Brands, Inc. (the “Borrower”) and the subsidiaries and affiliates of the Borrower listed on the signature pages thereof in favor of the Citicorp North America, Inc., as agent for the First-Priority Secured Parties (the “Administrative Agent”). Capitalized terms used herein but not defined herein are used with the meanings given them in the Pledge and Security Agreement.
