Exhibit
10.5





EXECUTION
VERSION





REGISTRATION RIGHTS AGREEMENT








by and
among








Prestige
Brands, Inc.


Prestige
Brands Holdings, Inc.


Prestige
Personal Care Holdings, Inc.


Prestige
Personal Care, Inc.


Prestige
Services Corp.


Prestige
Brands Holdings, Inc.


Prestige
Brands International, Inc.


Medtech
Holdings, Inc.


Medtech
Products Inc.


The
Cutex Company


The
Denorex Company


The
Spic and Span Company














and








Banc
of America Securities LLC


Deutsche
Bank Securities Inc.
















Dated as
of March 24, 2010








REGISTRATION
RIGHTS AGREEMENT




This Registration Rights Agreement
(this “Agreement”) is made
and entered into as of March 24, 2010, by and among Prestige Brands, Inc., a
Delaware corporation (the “Company”), Prestige
Brands Holdings, Inc., Prestige Personal Care Holdings, Inc., Prestige Personal
Care, Inc., Prestige Services Corp., Prestige Brands Holdings, Inc., Prestige
Brands International, Inc., Medtech Holdings, Inc., Medtech Products Inc., The
Cutex Company, The Denorex Company and The Spic and Span Company (collectively,
the “Guarantors”), and
Banc of America Securities LLC and Deutsche Bank Securities Inc. (each an “Initial Purchaser”
and collectively, the “Initial Purchasers”),
each of whom has agreed to purchase the Company’s 8.25% Senior Notes due 2018
(the “Initial
Notes”), which are fully and unconditionally guaranteed by the Guarantors
(the “Guarantees”),
pursuant to the Purchase Agreement (as defined below).  The Initial
Notes and the Guarantees attached thereto are herein collectively referred to as
the “Initial
Securities.”





This
Agreement is made pursuant to the Purchase Agreement, dated March 10, 2010 (the
“Purchase
Agreement”), among the Company, the Guarantors and the Initial Purchasers
(i) for the benefit of the Initial Purchasers and (ii) for the benefit of the
holders from time to time of the Initial Securities, including the Initial
Purchasers.  In order to induce the Initial Purchasers to purchase the
Initial Securities, the Company has agreed to provide the registration rights
set forth in this Agreement.  The execution and delivery of this
Agreement is a condition to the obligations of the Initial Purchasers set forth
in Section 5(f) of the Purchase Agreement.




The
parties hereby agree as follows:




SECTION 1.  Definitions.  As
used in this Agreement, the following capitalized terms shall have the following
meanings:




Additional Interest Payment
Date:With respect to the Initial Securities, each Interest
Payment Date.




Advice: As defined in Section
6(c) hereof.




Broker-Dealer:Any
broker or dealer registered under the Exchange Act.




Business Day:  Any
day other than a Saturday, Sunday or U.S. federal holiday or a day on which
banking institutions or trust companies located in New York, New York are
authorized or obligated to be closed.




Closing Date:The
date of this Agreement.




Commission:The
U.S. Securities and Exchange Commission.




Consummate:A
registered Exchange Offer shall be deemed “Consummated” for
purposes of this Agreement upon the occurrence of (i) the filing and
effectiveness under the Securities Act of the Exchange Offer Registration
Statement relating to the Exchange Securities to be issued in the Exchange
Offer, (ii) the maintenance of such Registration Statement continuously
effective and the keeping of the Exchange Offer open for a period not less than
the minimum pe-





riod
required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company
to the Registrar under the Indenture of Exchange Securities in the same
aggregate principal amount as the aggregate principal amount of Initial
Securities that were tendered by Holders thereof pursuant to the Exchange
Offer.




Effectiveness Target
Date:As defined in Section 5 hereof.




Exchange Act:The
Securities Exchange Act of 1934, as amended.




Exchange Date: As defined in
Section 3 hereof.




Exchange
Offer:The registration by the Company under the Securities
Act of the Exchange Securities pursuant to a Registration Statement pursuant to
which the Company offers the Holders of all outstanding Transfer Restricted
Securities the opportunity to exchange all such outstanding Transfer Restricted
Securities held by such Holders for Exchange Securities in an aggregate
principal amount equal to the aggregate principal amount of the Transfer
Restricted Securities tendered in such exchange offer by such
Holders.




Exchange Offer Registration
Statement:The Registration Statement relating to the Exchange
Offer, including the related Prospectus.




Exempt
Resales:The transactions in which the Initial Purchasers
propose to sell the Initial Securities to certain “qualified institutional
buyers,” as such term is defined in Rule 144A under the Securities Act
and to certain non-U.S. persons pursuant to Regulation S under the Securities
Act.




Exchange
Securities:The 8.25% Senior Notes due 2018, of the same
series under the Indenture as the Initial Notes and the Guarantees attached
thereto, to be issued to Holders in exchange for Transfer Restricted Securities
pursuant to this Agreement.




FINRA: Financial Industry
Regulatory Authority.




Holders:As
defined in Section 2(b) hereof.




Indemnified
Holder:As defined in Section 8(a) hereof.




Indenture:The
Indenture, dated as of March 24, 2010, by and among the Company, the Guarantors
and U.S. Bank National Association, as trustee (the “Trustee”), pursuant
to which the Securities are to be issued, as such Indenture is amended or
supplemented from time to time in accordance with the terms
thereof.




Initial
Purchaser:As defined in the preamble hereto.




Initial Notes:As
defined in the preamble hereto.




Initial
Placement:The issuance and sale by the Company of the Initial
Securities to the Initial Purchasers pursuant to the Purchase
Agreement.




-2-


Initial
Securities:As defined in the preamble hereto.




Interest Payment
Date:As defined in the Indenture and the
Securities.




Person:An
individual, partnership, corporation, trust or unincorporated organization,
limited liability company or a government or agency or political subdivision
thereof.




Prospectus:The
prospectus included in a Registration Statement, as amended or supplemented by
any prospectus supplement and by all other amendments thereto, including
post-effective amendments, and all material incorporated by reference into such
Prospectus.




Registration
Default:As defined in Section 5 hereof.




Registration
Statement:Any registration statement of the Company relating
to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b)
the registration for resale of Transfer Restricted Securities pursuant to the
Shelf Registration Statement, which is filed pursuant to the provisions of this
Agreement, in each case, including the Prospectus included therein, all
amendments and supplements thereto (including post-effective amendments) and all
exhibits and material incorporated by reference therein.




Securities:As
defined in the Purchase Agreement.




Securities
Act:The Securities Act of 1933, as amended.




Shelf Registration
Statement:As defined in Section 4(a) hereof.




Transfer Restricted
Securities:Each Initial Security, until the earliest to occur
of (a) the date on which such Initial Security is exchanged in the Exchange
Offer for an Exchange Security entitled to be resold to the public by the Holder
thereof without complying with the prospectus delivery requirements of the
Securities Act, (b) the date on which such Initial Security has been effectively
registered under the Securities Act and disposed of in accordance with a Shelf
Registration Statement and (c) the date on which such Initial Security is
distributed to the public by a Broker-Dealer pursuant to the “Plan of
Distribution” contemplated by the Exchange Offer Registration Statement
(including delivery of the Prospectus contained therein).




Trust Indenture
Act:The Trust Indenture Act of 1939, as amended.




Underwritten Registration or
Underwritten Offering:A registration in which securities of
the Company are sold to an underwriter for reoffering to the
public.




SECTION
2.  Securities Subject to this
Agreement.




(a)  Transfer Restricted
Securities.The securities entitled to the benefits of this
Agreement are the Transfer Restricted Securities.




(b)  Holders of Transfer Restricted
Securities.A Person is deemed to be a holder of Transfer
Restricted Securities (each, a “Holder”) whenever
such Person owns Transfer Restricted Securities.




-3-


SECTION
3.  Registered Exchange
Offer.




(a)  Unless
the Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) hereof have been complied
with), each of the Company and the Guarantors shall use its commercially
reasonable efforts (i) to file with the Commission a Registration Statement
under the Securities Act relating to the Exchange Securities and the Exchange
Offer, (ii) to cause such Registration Statement to become effective, (iii) in
connection with the foregoing, (A) file all pre-effective amendments to such
Registration Statement as may be necessary in order to cause such Registration
Statement to become effective, (B) if applicable, file a post-effective
amendment to such Registration Statement pursuant to Rule 430A under the
Securities Act and (C) cause all necessary filings in connection with the
registration and qualification of the Exchange Securities to be made under the
state securities or blue sky laws of such jurisdictions as are necessary to
permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of
such Registration Statement, commence the Exchange Offer.  Each of the
Company and the Guarantors shall use its commercially reasonable efforts to
Consummate the Exchange Offer not later than 366 days following the Closing Date
(or if such 366th day is not a Business Day, the next succeeding Business Day)
(the “Exchange
Date”). The Exchange Offer shall be on the appropriate form permitting
registration of the Exchange Securities to be offered in exchange for the
Transfer Restricted Securities and to permit resales of Initial Securities held
by Broker-Dealers as contemplated by Section 3(c) hereof.




(b)  The
Company and the Guarantors shall cause the Exchange Offer Registration Statement
to be effective continuously and shall keep the Exchange Offer open for a period
of not less than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offer; provided, however, that in no
event shall such period be less than 20 Business Days after the date notice of
the Exchange Offer is mailed to the Holders.  The Company shall cause
the Exchange Offer to comply with all applicable federal and state securities
laws.  No securities other than the Exchange Securities shall be
included in the Exchange Offer Registration Statement.




(c)  The
Company shall indicate in a “Plan of Distribution” section contained in the
Prospectus forming a part of the Exchange Offer Registration Statement that any
Broker-Dealer who holds Initial Securities that are Transfer Restricted
Securities and that were acquired for its own account as a result of
market-making activities or other trading activities (other than Transfer
Restricted Securities acquired directly from the Company), may exchange such
Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer
may be deemed to be an “underwriter” within the meaning of the Securities Act
and must, therefore, deliver a prospectus meeting the requirements of the
Securities Act in connection with any resales of the Exchange Securities
received by such Broker-Dealer in the Exchange Offer, which prospectus delivery
requirement may be satisfied by the delivery by such Broker-Dealer of the
Prospectus contained in the Exchange Offer Registration
Statement.  Such “Plan of Distribution” section shall also contain all
other information with respect to such resales by Broker-Dealers that the
Commission may require in order to permit such resales pursuant thereto, but
such “Plan of Distribution” shall not name any such Broker-Dealer or disclose
the amount of Initial Securities held by any such Broker-Dealer except to the
extent required by the Commission as a result of a change in policy after the
date of this Agreement.




-4-


Each of
the Company and the Guarantors shall use its commercially reasonable efforts to
keep the Exchange Offer Registration Statement continuously effective,
supplemented and amended as required by the provisions of Section 6(c) hereof to
the extent necessary to ensure that it is available for resales of Initial
Securities acquired by Broker-Dealers for their own accounts as a result of
market-making activities or other trading activities, and to ensure that it
conforms with the requirements of this Agreement, the Securities Act and the
policies, rules and regulations of the Commission as announced from time to
time, for a period ending on the earlier of (i) 180 days from the date on which
the Exchange Offer Registration Statement is declared effective and (ii) the
date on which a Broker-Dealer is no longer required to deliver a prospectus in
connection with market-making or other trading activities.




The
Company shall provide sufficient copies of the latest version of such Prospectus
to Broker-Dealers promptly upon request at any time during such 180-day (or
shorter as provided in the foregoing sentence) period in order to facilitate
such resales.




SECTION
4.  Shelf
Registration.




(a)  Shelf
Registration.If (i) the Company is not required to file an
Exchange Offer Registration Statement or to consummate the Exchange Offer
because the Exchange Offer is not permitted by applicable law or Commission
policy (after the procedures set forth in Section 6(a) hereof have been complied
with), (ii) for any reason the Exchange Offer is not Consummated by the Exchange
Date, or (iii) with respect to any Holder of Transfer Restricted Securities (A)
such Holder is prohibited by applicable law or Commission policy from
participating in the Exchange Offer, or (B) such Holder may not resell the
Exchange Securities acquired by it in the Exchange Offer to the public without
delivering a prospectus and that the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales by such
Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities
acquired directly from the Company or one of its affiliates, then, upon such
Holder’s request, the Company and the Guarantors shall




(x) cause
to be filed a shelf registration statement pursuant to Rule 415 under the
Securities Act, which may be an amendment to the Exchange Offer Registration
Statement (in either event, the “Shelf Registration
Statement”) as promptly as practicable, which Shelf Registration
Statement shall provide for resales of all Transfer Restricted Securities the
Holders of which shall have provided the information required pursuant to
Section 4(b) hereof; and




(y) use
their commercially reasonable efforts to cause such Shelf Registration Statement
to be declared effective by the Commission.




Each of
the Company and the Guarantors shall use its commercially reasonable efforts to
keep such Shelf Registration Statement continuously effective, supplemented and
amended as required by the provisions of Sections 6(b) and (c) hereof to the
extent necessary to ensure that it is available for resales of Initial
Securities by the Holders of Transfer Restricted Securities entitled to the
benefit of this Section 4(a), and to ensure that it conforms with the
requirements of this Agreement, the Securities Act and the policies, rules and
regulations of the Commission as announced from time to time, for a period of at
least two years following the Closing Date (or





-5-
 shorter
period that will terminate when all the Initial Securities covered by such Shelf
Registration Statement have been sold pursuant to such Shelf Registration
Statement).




(b)  Provision by Holders of Certain
Information in Connection with the Shelf Registration
Statement.No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 Business Days after receipt of a request
therefor, such information as the Company may reasonably request for use in
connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein.  Each Holder as to which any Shelf
Registration Statement is being effected agrees to furnish promptly to the
Company all information required to be disclosed in order to make the
information previously furnished to the Company by such Holder not materially
misleading.




SECTION
5.  Additional
Interest.If (i) the Exchange Offer has not been Consummated
by the Exchange Date, (ii) any Shelf Registration Statement, if required hereby,
has not been declared effective by the Commission prior to the Exchange Date
(or, if required pursuant to Section 4(a)(C), has not been declared effective by
the Commission prior to the later of the Exchange Date and the date that is 90
days after such Holder makes such request pursuant to Section 4(a) hereof) or
(iii) any Shelf Registration Statement required by this Agreement has been
declared effective but ceases to be effective at any time at which it is
required to be effective under this Agreement (each such event referred to in
clauses (i) through (iii), a “Registration
Default”), the Company hereby agrees that the interest rate borne by the
Transfer Restricted Securities shall be increased by 0.25% per annum during the
90-day period immediately following the occurrence of any Registration Default
and shall increase by 0.25% per annum at the end of each subsequent 90-day
period, but in no event shall such increase exceed 1.00% per
annum.  Following the cure of all Registration Defaults relating to
any particular Transfer Restricted Securities, the interest rate borne by the
relevant Transfer Restricted Securities will be reduced to the original interest
rate borne by such Transfer Restricted Securities; provided, however, that, if
after any such reduction in interest rate, a different Registration Default
occurs, the interest rate borne by the relevant Transfer Restricted Securities
shall again be increased pursuant to the foregoing provisions.




All
obligations of the Company and the Guarantors set forth in the preceding
paragraph that are outstanding with respect to any Transfer Restricted Security
at the time such security ceases to be a Transfer Restricted Security shall
survive until such time as all such obligations with respect to such security
shall have been satisfied in full.




SECTION
6.  Registration
Procedures.




(a)  Exchange Offer Registration
Statement.In connection with the Exchange Offer, the Company
and the Guarantors shall comply with all of the provisions of Section 6(c)
hereof, shall use their commercially reasonable efforts to effect such exchange
to permit the sale of Transfer Restricted Securities being sold in accordance
with the intended method or methods of distribution thereof, and shall comply
with all of the following provisions:




(i)  If in the
reasonable opinion of counsel to the Company there is a question as to whether
the Exchange Offer is permitted by applicable law, each of the Company





-6-


and the
Guarantors hereby agrees to seek a no-action letter or other favorable decision
from the Commission allowing the Company and the Guarantors to Consummate an
Exchange Offer for such Initial Securities.  Each of the Company and
the Guarantors hereby agrees to pursue the issuance of such a decision to the
Commission staff level but shall not be required to take commercially
unreasonable action to effect a change of Commission policy.  Each of
the Company and the Guarantors hereby agrees, however, to (A) participate in
telephonic conferences with the Commission, (B) deliver to the Commission staff
an analysis prepared by counsel to the Company setting forth the legal bases, if
any, upon which such counsel has concluded that such an Exchange Offer should be
permitted and (C) diligently pursue a favorable resolution by the Commission
staff of such submission.




(ii)  As a
condition to its participation in the Exchange Offer pursuant to the terms of
this Agreement, each Holder of Transfer Restricted Securities shall furnish,
upon the request of the Company, prior to the Consummation thereof, a written
representation to the Company (which may be contained in the letter of
transmittal contemplated by the Exchange Offer Registration Statement) to the
effect that (A) it is not an affiliate of the Company, (B) it is not engaged in,
and does not intend to engage in, and has no arrangement or understanding with
any Person to participate in, a distribution of the Exchange Securities to be
issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in
its ordinary course of business.  In addition, all such Holders of
Transfer Restricted Securities shall otherwise cooperate in the Company’s
preparations for the Exchange Offer.  Each Holder hereby acknowledges
and agrees that any Broker-Dealer and any such Holder using the Exchange Offer
to participate in a distribution of the securities to be acquired in the
Exchange Offer (1) could not under Commission policy as in effect on the date of
this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co.,
Inc. (available June 5, 1991) and Exxon Capital Holdings
Corporation (available May 13, 1988), as interpreted in the Commission’s
letter to Shearman & Sterling dated July 2, 1993, and similar no-action
letters (which may include any no-action letter obtained pursuant to clause (i)
above), and (2) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction and that such a secondary resale transaction should be covered by an
effective registration statement containing the selling security holder
information required by Item 507 or 508, as applicable, of Regulation S-K if the
resales are of Exchange Securities obtained by such Holder in exchange for
Initial Securities acquired by such Holder directly from the
Company.




(b)  Shelf Registration
Statement.In connection with the Shelf Registration
Statement, each of the Company and the Guarantors shall comply with all the
provisions of Section 6(c) hereof and shall use its commercially reasonable
efforts to effect such registration to permit the sale of the Transfer
Restricted Securities being sold in accordance with the intended method or
methods of distribution thereof, and pursuant thereto each of the Company and
the Guarantors will as expeditiously as possible prepare and file with the
Commission a Registration Statement relating to the registration on any
appropriate form under the Securities Act, which form shall be available for the
sale of the Transfer Restricted Securities in accordance with the intended
method or methods of distribution thereof.




-7-


(c)  General
Provisions.In connection with any Registration Statement and
any Prospectus required by this Agreement to permit the sale or resale of
Transfer Restricted Securities (including, without limitation, any Registration
Statement and the related Prospectus required to permit resales of Initial
Securities by Broker-Dealers), each of the Company and the Guarantors
shall:




(i)  use its
commercially reasonable efforts to keep such Registration Statement continuously
effective and provide all requisite financial statements (including, if required
by the Securities Act or any regulation thereunder, financial statements of the
Guarantors for the period specified in Section 3 or 4 hereof, as applicable);
upon the occurrence of any event that would cause any such Registration
Statement or the Prospectus contained therein (A) to contain a material
misstatement or omission or (B) not to be effective and usable for resale of
Transfer Restricted Securities during the period required by this Agreement, the
Company shall file promptly an appropriate amendment to such Registration
Statement, in the case of clause (A), correcting any such misstatement or
omission, and, in the case of either clause (A) or (B), use its commercially
reasonable efforts to cause such amendment to be declared effective and such
Registration Statement and the related Prospectus to become usable for their
intended purpose(s) as soon as practicable thereafter;




(ii)  prepare
and file with the Commission such amendments and post-effective amendments to
the applicable Registration Statement as may be necessary to keep the
Registration Statement effective for the applicable period set forth in Section
3 or 4 hereof, as applicable, or such shorter period as will terminate when all
Transfer Restricted Securities covered by such Registration Statement have been
sold; cause the Prospectus to be supplemented by any required Prospectus
supplement, and as so supplemented to be filed pursuant to Rule 424 under the
Securities Act, and to comply fully with the applicable provisions of Rules 424
and 430A under the Securities Act in a timely manner; and comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement during the applicable period
in accordance with the intended method or methods of distribution by the sellers
thereof set forth in such Registration Statement or supplement to the
Prospectus;




(iii)  advise
the underwriter(s), if any, and selling Holders promptly and, if requested by
such Persons, to confirm such advice in writing, (A) when the Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with
respect to any Registration Statement or any post-effective amendment thereto,
when the same has become effective, (B) of any request by the Commission for
amendments to the Registration Statement or amendments or supplements to the
Prospectus or for additional information relating thereto, (C) of the issuance
by the Commission of any stop order suspending the effectiveness of the
Registration Statement under the Securities Act or of the suspension by any
state securities commission of the qualification of the Transfer Restricted
Securities for offering or sale in any jurisdiction, or the initiation of any
proceeding for any of the preceding purposes, (D) of the existence of any fact
or the happening of any event that makes any statement of a material fact made
in the Registration Statement, the Prospectus, any amendment or supplement
thereto, or any document incorporated by





-8-
 reference
therein untrue, or that requires the making of any additions to or changes in
the Registration Statement or the Prospectus in order to make the statements
therein not misleading.  If at any time the Commission shall issue any
stop order suspending the effectiveness of the Registration Statement, or any
state securities commission or other regulatory authority shall issue an order
suspending the qualification or exemption from qualification of the Transfer
Restricted Securities under state securities or blue sky laws, each of the
Company and the Guarantors shall use its commercially reasonable efforts to
obtain the withdrawal or lifting of such order at the earliest possible
time;




(iv)  furnish
without charge to each of the Initial Purchasers, each selling Holder named in
any Registration Statement, and each of the underwriter(s), if any, before
filing with the Commission, copies of any Registration Statement or any
Prospectus included therein or any amendments or supplements to any such
Registration Statement or Prospectus (including all documents incorporated by
reference after the initial filing of such Registration Statement), which
documents will be subject to the review and comment of such Holders and
underwriter(s) in connection with such sale, if any, for a period of at least
five Business Days, and the Company will not file any such Registration
Statement or Prospectus or any amendment or supplement to any such Registration
Statement or Prospectus (including all such documents incorporated by reference)
to which an Initial Purchaser of Transfer Restricted Securities covered by such
Registration Statement or the underwriter(s), if any, shall reasonably object in
writing within five Business Days after the receipt thereof (such objection to
be deemed timely made upon confirmation of telecopy transmission within such
period).  The objection of an Initial Purchaser or underwriter, if
any, shall be deemed to be reasonable if such Registration Statement, amendment,
Prospectus or supplement, as applicable, as proposed to be filed, contains a
material misstatement or omission;




(v)  make
available at reasonable times for inspection by the Initial Purchasers, the
managing underwriter(s), if any, participating in any disposition pursuant to
such Registration Statement and any attorney or accountant retained by such
Initial Purchasers or any of the underwriter(s), financial and other records,
pertinent corporate documents and properties reasonably requested of each of the
Company and the Guarantors and cause the Company’s and the Guarantors’ officers,
directors and employees to supply all information reasonably requested by any
such Holder, underwriter, attorney or accountant in connection with such
Registration Statement or any post-effective amendment thereto subsequent to the
filing thereof and prior to its effectiveness and to participate in meetings
with investors to the extent requested by the managing underwriter(s), if
any;




(vi)  if
requested by any selling Holders or the underwriter(s), if any, promptly
incorporate in any Registration Statement or Prospectus, pursuant to a
supplement or post-effective amendment if necessary, such information as such
selling Holders and underwriter(s), if any, may reasonably request to have
included therein, including, without limitation, information relating to the
“Plan of Distribution” of the Transfer Restricted Securities, information with
respect to the principal amount of Transfer Restricted Securities being sold to
such underwriter(s), the purchase price being paid therefor and any other terms
of the offering of the Transfer Restricted Securities to be sold in such
offer-





-9-
 ing; and
make all required filings of such Prospectus supplement or post-effective
amendment as soon as practicable after the Company is notified of the matters to
be incorporated in such Prospectus supplement or post-effective
amendment;




(vii)  cause the
Transfer Restricted Securities covered by the Registration Statement to be rated
with the appropriate rating agencies, if so requested by the Holders of a
majority in aggregate principal amount of Securities covered thereby or the
underwriter(s), if any;




(viii)  furnish
to each Initial Purchaser, each selling Holder and each of the underwriter(s),
if any, without charge, at least one copy of the Registration Statement, as
first filed with the Commission, and of each amendment thereto, including
financial statements and schedules, all documents incorporated by reference
therein and all exhibits (including exhibits incorporated therein by
reference);




(ix)  deliver
to each selling Holder and each of the underwriter(s), if any, without charge,
as many copies of the Prospectus (including each preliminary prospectus) and any
amendment or supplement thereto as such Persons reasonably may request; each of
the Company and the Guarantors hereby consents to the use of the Prospectus and
any amendment or supplement thereto by each of the selling Holders and each of
the underwriter(s), if any, in connection with the offering and the sale of the
Transfer Restricted Securities covered by the Prospectus or any amendment or
supplement thereto;




(x)  enter
into such agreements (including an underwriting agreement), and make such
representations and warranties, and take all such other actions in connection
therewith as are reasonable and customary in order to expedite or facilitate the
disposition of the Transfer Restricted Securities pursuant to any Registration
Statement contemplated by this Agreement, all to such extent as may be requested
by any Initial Purchaser or by any Holder of Transfer Restricted Securities or
underwriter in connection with any sale or resale pursuant to any Registration
Statement contemplated by this Agreement; and whether or not an underwriting
agreement is entered into and whether or not the registration is an Underwritten
Registration, each of the Company and the Guarantors shall:




(A)  furnish
to each Initial Purchaser, each selling Holder and each underwriter, if any, in
such substance and scope as they may request and as are customarily made by
issuers to underwriters in primary underwritten offerings, upon the date of the
Consummation of the Exchange Offer or, if applicable, the effectiveness of the
Shelf Registration Statement:




(1)  a
certificate, dated the date of Consummation of the Exchange Offer or the date of
effectiveness of the Shelf Registration Statement, as the case may be, signed by
(y) the President or any Vice President and (z) a principal financial or
accounting officer of each of the Company and the Guarantors, confirming, as of
the date thereof, the matters set forth in paragraphs (i), (ii) and (iii) of
Section 5(e) of the Purchase Agreement and such other matters as such parties
may reasonably request;




-10-


(2)  an
opinion, dated the date of Consummation of the Exchange Offer or the date of
effectiveness of the Shelf Registration Statement, as the case may be, of
counsel for the Company and the Guarantors, covering the matters set forth in
Section 5(c) of the Purchase Agreement and such other matter as such parties may
reasonably request, and in any event including a statement to the effect that
such counsel has participated in conferences with officers and other
representatives of the Company and the Guarantors, representatives of the
independent public accountants for the Company and the Guarantors,
representatives of the underwriter(s), if any, and counsel to the
underwriter(s), if any, in connection with the preparation of such Registration
Statement and the related Prospectus and have considered the matters required to
be stated therein and the statements contained therein, although such counsel
has not independently verified the accuracy, completeness or fairness of such
statements; and that such counsel advises that, on the basis of the foregoing,
no facts came to such counsel’s attention that caused such counsel to believe
that the applicable Registration Statement, at the time such Registration
Statement or any post-effective amendment thereto became effective, and, in the
case of the Exchange Offer Registration Statement, as of the date of
Consummation, contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus contained in such
Registration Statement as of its date and, in the case of the opinion dated the
date of Consummation of the Exchange Offer, as of the date of Consummation,
contained an untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein not
misleading.  Without limiting the foregoing, such counsel may state
further that such counsel assumes no responsibility for, and has not
independently verified, the accuracy, completeness or fairness of the financial
statements, notes and schedules and other financial data included in any
Registration Statement contemplated by this Agreement or the related Prospectus;
and




(3)  a
customary comfort letter, dated the date of effectiveness of the Shelf
Registration Statement, from the Company’s independent accountants, in the
customary form and covering matters of the type customarily requested to be
covered in comfort letters by underwriters in connection with primary
underwritten offerings, and covering or affirming the matters set forth in the
comfort letters delivered pursuant to Section 5(a) of the Purchase Agreement,
without exception;




(B)  set forth
in full or incorporate by reference in the underwriting agreement, if any, the
indemnification provisions and procedures of Section 8 hereof with respect to
all parties to be indemnified pursuant to said Section; and




-11-


(C)  deliver
such other documents and certificates as may be reasonably requested by such
parties to evidence compliance with Section 6(c)(x)(A) hereof and with any
customary conditions contained in the underwriting agreement or other agreement
entered into by the Company or any of the Guarantors pursuant to this Section
6(c)(x), if any.




If at any
time the representations and warranties of the Company and the Guarantors
contemplated in Section 6(c)(x)(A)(1) hereof cease to be true and correct, the
Company or the Guarantors shall so advise the Initial Purchasers and the
underwriter(s), if any, and each selling Holder promptly and, if requested by
such Persons, shall confirm such advice in writing;




(xi)  prior to
any public offering of Transfer Restricted Securities, cooperate with the
selling Holders, the underwriter(s), if any, and their respective counsel in
connection with the registration and qualification of the Transfer Restricted
Securities under the state securities or blue sky laws of such jurisdictions as
the selling Holders or underwriter(s), if any, may request and do any and all
other acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Transfer Restricted Securities covered by the Shelf
Registration Statement; provided, however, that none
of the Company or the Guarantors shall be required to register or qualify as a
foreign corporation where it is not then so qualified or to take any action that
would subject it to the service of process in suits or to taxation, other than
as to matters and transactions relating to the Registration Statement, in any
jurisdiction where it is not then so subject;




(xii)  shall
issue, upon the request of any Holder of Initial Securities covered by the Shelf
Registration Statement, Exchange Securities having an aggregate principal amount
equal to the aggregate principal amount of Initial Securities surrendered to the
Company by such Holder in exchange therefor or being sold by such Holder; such
Exchange Securities to be registered in the name of such Holder or in the name
of the purchaser(s) of such Securities, as the case may be; in return, the
Initial Securities held by such Holder shall be surrendered to the Company for
cancellation;




(xiii)  cooperate
with the selling Holders and the underwriter(s), if any, to facilitate the
timely preparation and delivery of certificates representing Transfer Restricted
Securities to be sold and not bearing any restrictive legends; and enable such
Transfer Restricted Securities to be in such denominations and registered in
such names as the Holders or the underwriter(s), if any, may request at least
two Business Days prior to any sale of Transfer Restricted Securities made by
such Holders or underwriter(s);




(xiv)  use its
commercially reasonable efforts to cause the Transfer Restricted Securities
covered by the Registration Statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the
seller or sellers thereof or the underwriter(s), if any, to consummate the
disposition of such Transfer Restricted Securities, subject to the proviso
contained in Section 6(c)(xi) hereof;




(xv)  if any
fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have
occurred, prepare a supplement or post-effective amendment to the Registration





-12-
 Statement
or related Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers
of Transfer Restricted Securities, the Prospectus will not contain an untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein not misleading;




(xvi)  provide a
CUSIP number for all Securities not later than the effective date of the
Registration Statement covering such Securities and provide the Trustee under
the Indenture with printed certificates for such Securities which are in a form
eligible for deposit with the Depository Trust Company and take all other action
necessary to ensure that all such Securities are eligible for deposit with the
Depository Trust Company;




(xvii)  cooperate
and assist in any filings required to be made with the FINRA and in the
performance of any due diligence investigation by any underwriter (including any
“qualified independent underwriter”) that is required to be retained in
accordance with the rules and regulations of the FINRA;




(xviii)  otherwise
use its best commercially reasonable efforts to comply with all applicable rules
and regulations of the Commission, and make generally available to its security
holders, as soon as practicable, a consolidated earnings statement meeting the
requirements of Rule 158 of the Securities Act (which need not be audited) for
the twelve-month period (A) commencing at the end of any fiscal quarter in which
Transfer Restricted Securities are sold to underwriters in a firm commitment or
best efforts Underwritten Offering or (B) if not sold to underwriters in such an
offering, beginning with the first month of the Company’s first fiscal quarter
commencing after the effective date of the Registration Statement;




(xix)  cause the
Indenture to be qualified under the Trust Indenture Act not later than the
effective date of the first Registration Statement required by this Agreement,
and, in connection therewith, cooperate with the Trustee and the Holders of
Securities to effect such changes to the Indenture as may be required for such
Indenture to be so qualified in accordance with the terms of the Trust Indenture
Act; and to execute and use its commercially reasonable efforts to cause the
Trustee to execute, all documents that may be required to effect such changes
and all other forms and documents required to be filed with the Commission to
enable such Indenture to be so qualified in a timely manner;




(xx)  cause all
Securities covered by the Registration Statement to be listed on each securities
exchange or automated quotation system on which similar securities issued by the
Company are then listed if requested by the Holders of a majority in aggregate
principal amount of Initial Securities or the managing underwriter(s), if any;
and




(xxi)  provide
promptly to each Holder upon request each document filed with the Commission
pursuant to the requirements of Section 13 and Section 15 of the Exchange
Act.




Each
Holder agrees by acquisition of a Transfer Restricted Security that, upon
receipt of any notice from the Company of the existence of any fact of the kind
described in Section





-13-
 6(c)(iii)(D)
hereof, such Holder will forthwith discontinue disposition of Transfer
Restricted Securities pursuant to the applicable Registration Statement until
such Holder’s receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 6(c)(xv) hereof, or until it is advised in writing (the
“Advice”) by
the Company that the use of the Prospectus may be resumed, and has received
copies of any additional or supplemental filings that are incorporated by
reference in the Prospectus.  If so directed by the Company, each
Holder will deliver to the Company (at the Company’s expense) all copies, other
than permanent file copies then in such Holder’s possession, of the Prospectus
covering such Transfer Restricted Securities that was current at the time of
receipt of such notice.  In the event the Company shall give any such
notice, the time period regarding the effectiveness of such Registration
Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended
by the number of days during the period from and including the date of the
giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including
the date when each selling Holder covered by such Registration Statement shall
have received the copies of the supplemented or amended Prospectus contemplated
by Section 6(c)(xv) hereof or shall have received the Advice; provided, however, that no
such extension shall be taken into account in determining whether Additional
Interest is due pursuant to Section 5 hereof or the amount of such Additional
Interest, it being agreed that the Company’s option to suspend use of a
Registration Statement pursuant to this paragraph shall be treated as a
Registration Default for purposes of Section 5 hereof.




SECTION
7.  Registration
Expenses.




(a)  All
expenses incident to the Company’s and the Guarantors’ performance of or
compliance with this Agreement will be borne by the Company and the Guarantors,
jointly and severally, regardless of whether a Registration Statement becomes
effective, including, without limitation: (i) all registration and filing fees
and expenses (including filings made by any Initial Purchaser or Holder with the
FINRA (and, if applicable, the fees and expenses of any “qualified independent
underwriter” and its counsel that may be required by the rules and regulations
of the FINRA)); (ii) all fees and expenses of compliance with federal securities
and state securities or blue sky laws; (iii) all expenses of printing (including
printing certificates for the Exchange Securities to be issued in the Exchange
Offer and printing of Prospectuses), messenger and delivery services and
telephone; (iv) all fees and disbursements of counsel for the Company, the
Guarantors and, subject to Section 7(b) hereof, the Holders of Transfer
Restricted Securities; (v) all application and filing fees in connection with
listing the Exchange Securities on a securities exchange or automated quotation
system pursuant to the requirements thereof; and (vi) all fees and disbursements
of independent certified public accountants of the Company and the Guarantors
(including the expenses of any special audit and comfort letters required by or
incident to such performance).




Each of
the Company and the Guarantors will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any Person, including special experts,
retained by the Company or the Guarantors.




(b)  In
connection with any Registration Statement required by this Agreement
(including, without limitation, the Exchange Offer Registration Statement and
the Shelf Registra-





-14-
 tion
Statement), the Company and the Guarantors, jointly and severally, will
reimburse the Initial Purchasers and the Holders of Transfer Restricted
Securities being tendered in the Exchange Offer and/or resold pursuant to the
“Plan of Distribution” contained in the Exchange Offer Registration Statement or
registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be
Cahill Gordon & Reindel LLP or such other counsel as may
be chosen by the Holders of a majority in principal amount of the Transfer
Restricted Securities for whose benefit such Registration Statement is being
prepared.




SECTION
8.  Indemnification.




(a)  The
Company and the Guarantors, jointly and severally, agree to indemnify and hold
harmless (i) each Holder and (ii) each Person, if any, who controls (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
any Holder (any of the Persons referred to in this clause (ii) being hereinafter
referred to as a “controlling person”)
and (iii) the respective officers, directors, partners, employees,
representatives and agents of any Holder or any controlling person (any Person
referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an
“Indemnified
Holder”), to the fullest extent lawful, from and against any and all
losses, claims, damages, liabilities, judgments, actions and expenses
(including, without limitation, and as incurred, reimbursement of all reasonable
costs of investigating, preparing, pursuing, settling, compromising, paying or
defending any claim or action, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, including the reasonable
fees and expenses of counsel to any Indemnified Holder), joint or several,
directly or indirectly caused by, related to, based upon, arising out of or in
connection with any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement or Prospectus (or any amendment or
supplement thereto), or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such losses, claims, damages,
liabilities or expenses are caused by an untrue statement or omission or alleged
untrue statement or omission that is made in reliance upon and in conformity
with information relating to any of the Holders furnished in writing to the
Company by any of the Holders expressly for use therein.  This
indemnity agreement shall be in addition to any liability which the Company or
any of the Guarantors may otherwise have.




In case
any action or proceeding (including any governmental or regulatory investigation
or proceeding) shall be brought or asserted against any of the Indemnified
Holders with respect to which indemnity may be sought against the Company or the
Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by
such controlling person) shall promptly notify the Company and the Guarantors in
writing; provided,
however, that the failure to give such notice shall not relieve any of
the Company or the Guarantors of its obligations pursuant to this
Agreement.  Such Indemnified Holder shall have the right to employ its
own counsel in any such action and the fees and expenses of such counsel shall
be paid, as incurred, by the Company and the Guarantors (regardless of whether
it is ultimately determined that an Indemnified Holder is not entitled to
indemnification hereunder).  The Company and the Guarantors shall not,
in connection with any one such action or proceeding or separate but
substantially similar or related actions or proceedings in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of at-





-15-
 torneys
(in addition to any local counsel) at any time for such Indemnified Holders,
which firm shall be designated by the Holders.




The
Company and the Guarantors shall be liable for any settlement of any such action
or proceeding effected with the Company’s and the Guarantors’ prior written
consent, which consent shall not be withheld unreasonably, and each of the
Company and the Guarantors agrees to indemnify and hold harmless any Indemnified
Holder from and against any loss, claim, damage, liability or expense by reason
of any settlement of any action effected with the written consent of the Company
and the Guarantors.  The Company and the Guarantors shall not, without
the prior written consent of each Indemnified Holder, settle or compromise or
consent to the entry of judgment in or otherwise seek to terminate any pending
or threatened action, claim, litigation or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not any
Indemnified Holder is a party thereto), unless such settlement, compromise,
consent or termination includes an unconditional release of each Indemnified
Holder from all liability arising out of such action, claim, litigation or
proceeding.




(b)  Each
Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company, the Guarantors and  their
respective directors, officers of the Company and the Guarantors who sign a
Registration Statement, and any Person controlling (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company
or any of the Guarantors, and the respective officers, directors, partners,
employees, representatives and agents of each such Person, to the same extent as
the foregoing indemnity from the Company and the Guarantors to each of the
Indemnified Holders, but only with respect to claims and actions based on
information relating to such Holder furnished in writing by such Holder
expressly for use in any Registration Statement.  In case any action
or proceeding shall be brought against the Company, the Guarantors or their
respective directors or officers or any such controlling person in respect of
which indemnity may be sought against a Holder of Transfer Restricted
Securities, such Holder shall have the rights and duties given the Company and
the Guarantors, and the Company, the Guarantors, their respective directors and
officers and such controlling person shall have the rights and duties given to
each Holder by the preceding paragraph.




(c)  If the
indemnification provided for in this Section 8 is unavailable to an indemnified
party under Section 8(a) or (b) hereof (other than by reason of exceptions
provided in those Sections) in respect of any losses, claims, damages,
liabilities, judgments, actions or expenses referred to therein, then each
applicable indemnifying party, in lieu of indemnifying such indemnified party,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Guarantors, on the one hand, and the Holders, on the other hand,
from the Initial Placement (which in the case of the Company and the Guarantors
shall be deemed to be equal to the total gross proceeds to the Company and the
Guarantors from the Initial Placement), the amount of Additional Interest which
did not become payable as a result of the filing of the Registration Statement
resulting in such losses, claims, damages, liabilities, judgments actions or
expenses, and such Registration Statement, or if such allocation is not
permitted by applicable law, the relative fault of the Company and the
Guarantors, on the one hand, and the Holders, on the other hand, in connection
with the statements or omis-





-16-
 sions
which resulted in such losses, claims, damages, liabilities or expenses, as well
as any other relevant equitable considerations.  The relative fault of
the Company on the one hand and of the Indemnified Holder on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or any of the
Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.  The amount paid or
payable by a party as a result of the losses, claims, damages, liabilities and
expenses referred to above shall be deemed to include, subject to the
limitations set forth in the second paragraph of Section 8(a) hereof, any legal
or other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim.




The
Company, the Guarantors and each Holder of Transfer Restricted Securities agree
that it would not be just and equitable if contribution pursuant to this Section
8(c) were determined by pro rata allocation (even if the Holders were treated as
one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in the immediately
preceding paragraph.  The amount paid or payable by an indemnified
party as a result of the losses, claims, damages, liabilities or expenses
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim.  Notwithstanding the provisions
of this Section 8, none of the Holders (and its related Indemnified Holders)
shall be required to contribute, in the aggregate, any amount in excess of the
amount by which the total discount received by such Holder with respect to the
Initial Securities exceeds the amount of any damages which such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.  No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.  The Holders’ obligations
to contribute pursuant to this Section 8(c) are several in proportion to the
respective principal amount of Initial Securities held by each of the Holders
hereunder and not joint.




SECTION
9.  Rule 144A.Each of
the Company and the Guarantors hereby agrees with each Holder, for so long as
any Transfer Restricted Securities remain outstanding, to make available to any
Holder or beneficial owner of Transfer Restricted Securities in connection with
any sale thereof and any prospective purchaser of such Transfer Restricted
Securities from such Holder or beneficial owner, the information required by
Rule 144A(d)(4) under the Securities Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A under the Securities
Act.




SECTION
10.  Participation in Underwritten
Registrations.No Holder may participate in any Underwritten
Registration hereunder unless such Holder (a) agrees to sell such Holder’s
Transfer Restricted Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all reasonable questionnaires,
powers of attorney, indemnities, underwriting agreements, lock-up letters and
other documents required under the terms of such underwriting
arrangements.




-17-


SECTION
11.  Selection of
Underwriters.The Holders of Transfer Restricted Securities
covered by the Shelf Registration Statement who desire to do so may sell such
Transfer Restricted Securities in an Underwritten Offering.  In any
such Underwritten Offering, the investment banker(s) and managing underwriter(s)
that will administer such offering will be selected by the Holders of a majority
in aggregate principal amount of the Transfer Restricted Securities included in
such offering; provided,
however, that such investment banker(s) and managing underwriter(s) must
be reasonably satisfactory to the Company.




SECTION
12.  Miscellaneous.




(a)  Remedies.Each of
the Company and the Guarantors hereby agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agree to waive the defense in any action
for specific performance that a remedy at law would be adequate.




(b)  No Inconsistent
Agreements.Each of the Company and the Guarantors will not on
or after the date of this Agreement enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this
Agreement or otherwise conflicts with the provisions hereof.  Neither
the Company nor any of the Guarantors has previously entered into any agreement
granting any registration rights with respect to its securities to any
Person.  The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of
the Company’s or any of the Guarantors’ securities under any agreement in effect
on the date hereof.




(c)  Adjustments Affecting the
Securities.The Company will not take any action, or permit
any change to occur, with respect to the Securities that would materially and
adversely affect the ability of the Holders to Consummate any Exchange
Offer.




(d)  Amendments and
Waivers.The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to or departures from the
provisions hereof may not be given unless the Company has (i) in the case of
Section 5 hereof and this Section 12(d)(i), obtained the written consent of
Holders of all outstanding Transfer Restricted Securities and (ii) in the case
of all other provisions hereof, obtained the written consent of Holders of a
majority of the outstanding principal amount of Transfer Restricted Securities
(excluding any Transfer Restricted Securities held by the Company or its
Affiliates).  Notwithstanding the foregoing, a waiver or consent to
departure from the provisions hereof that relates exclusively to the rights of
Holders whose securities are being tendered pursuant to the Exchange Offer and
that does not affect directly or indirectly the rights of other Holders whose
securities are not being tendered pursuant to such Exchange Offer may be given
by the Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities being tendered or registered; provided, however, that, with
respect to any matter that directly or indirectly affects the rights of any
Initial Purchaser hereunder, the Company shall obtain the written consent of
each such Initial Purchaser with respect to which such amendment, qualification,
supplement, waiver, consent or departure is to be effective.




-18-


(e)  Notices.All
notices and other communications provided for or permitted hereunder shall be
made in writing by hand-delivery, first-class mail (registered or certified,
return receipt requested), telex, telecopier, or air courier guaranteeing
overnight delivery:




(i)
              if to a Holder, at
      the address set forth on the records of the Registrar under the Indenture,
      with a copy to the Registrar under the Indenture; and(ii)
              if
      to the Company or the Guarantors:


Prestige
      Brands, Inc.


90 North
Broadway


Irvington,
NY 10533


Telecopier
No.:  (914) 524-6821


Attention:  Peter
J. Anderson





With a
copy to:





Alston & Bird LLP


90 Park
Avenue


New York,
NY


Telecopier
No.:  (212) 922-3995


Attention:  Mark
F. McElreath







All such
notices and communications shall be deemed to have been duly
given:  at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt acknowledged, if telecopied; and on
the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.




Copies of
all such notices, demands or other communications shall be concurrently
delivered by the Person giving the same to the Trustee at the address specified
in the Indenture.




(f)  Successors and
Assigns.This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties, including,
without limitation, and without the need for an express assignment, subsequent
Holders of Transfer Restricted Securities; provided, however, that this
Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign acquired
Transfer Restricted Securities from such Holder.




(g)  Counterparts.This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.




-19-


(h)  Headings.The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.




(i)  Governing
Law.THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICTS OF LAW RULES THEREOF.




(j)  Severability.In
the event that any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.




(k)  Entire
Agreement.This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein.  There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company with
respect to the Transfer Restricted Securities.  This Agreement
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.




-20-


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.




PRESTIGE
      BRANDS, INC.By:
              /s/
      Peter J. AndersonChief
      Financial OfficerPRESTIGE
      BRANDS HOLDINGS, INC.PRESTIGE
      PERSONAL CARE HOLDINGS, INC.PRESTIGE
      PERSONAL CARE, INC.PRESTIGE
      SERVICES CORP.PRESTIGE
      BRANDS HOLDINGS, INC.PRESTIGE
      BRANDS INTERNATIONAL, INC.MEDTECH
      HOLDINGS, INC.MEDTECH
      PRODUCTS INC.THE
      CUTEX COMPANYTHE
      DENOREX COMPANYTHE
      SPIC AND SPAN COMPANY







By:
              /s/
      Peter J. AndersonChief
      Financial Officer




The
foregoing Registration Rights Agreement is hereby confirmed and accepted as of
the date first above written:




BANC OF
AMERICA SECURITIES LLC


DEUTSCHE
BANK SECURITIES INC.




By:
              Banc
      of America Securities LLCBy:
              /s/ Aaron PeytonManaging
      Director













-21-





By:     Deutsche
Bank Securities Inc.







By:
            /s/ Scott Sartorius


Name:  Scott
      Sartorius


Title:  Managing
      Director








By:
                /s/
      Sandeep Desai


Name:  Sandeep
      Desai


Title:  Director