Exhibit
10.2





EXECUTION
VERSION





PLEDGE AND SECURITY AGREEMENT





Dated
as of March 24, 2010





among





Prestige
Brands, Inc.


as
a Grantor





and





Each
Other Grantor


From
Time to Time Party Hereto




and




Bank
of America, N.A.,


as
Administrative Agent







TABLE OF
CONTENTS




Page




ARTICLE
I




DEFINED
TERMS




Section
1.1
            Definitions
            1


Section
1.2
            Certain Other
      Terms
            5




ARTICLE
II




GRANT
OF SECURITY INTEREST




Section
2.1
            Collateral
            6


Section
2.2
            Grant of Security Interest in
      Collateral
            7


Section
2.3
            Cash Collateral
      Accounts
            7




ARTICLE
III




REPRESENTATIONS
AND WARRANTIES




Section
3.1
            Title; No Other
      Liens
            7


Section
3.2
            Perfection and
      Priority
            8


Section
3.3
            Jurisdiction of Organization;
      Chief Executive Office
            8


Section
3.4
            Inventory and
      Equipment
            8


Section
3.5
            Pledged
      Collateral
            9


Section
3.6
            Instruments and Chattel
      Paper
            9


Section
3.7
            Intellectual
      Property
            9


Section
3.8
            Deposit Accounts; Securities
      Accounts
            10


Section
3.9
            Commercial Tort
      Claims
            10




ARTICLE
IV




COVENANTS




Section
4.1
            Generally
            10


Section
4.2
            Maintenance of Perfected Security
      Interest; Further Documentation
            11


Section
4.3
            Changes in Locations, Name,
      Etc.
            11


Section
4.4
            Pledged
      Collateral
            12


Section
4.5
            Accounts
            13


Section
4.6
            Delivery of Instruments and
      Chattel Paper
            14


Section
4.7
            Intellectual
      Property
            14


Section
4.8
            Vehicles
            16


Section
4.9
            Payment of
      Obligations
            16


Section
    4.10
            Insurance
            16


Section
    4.11
            Notice of Commercial Tort
      Claims
            16




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Page


ARTICLE
V




REMEDIAL
PROVISIONS




Section
5.1
            Code and Other
      Remedies
            17


Section
5.2
            Accounts and Payments in Respect
      of General Intangibles
            17


Section
5.3
            Pledged
      Collateral
            19


Section
5.4
            [Reserved.]
            19


Section
5.5
            Registration
      Rights
            19


Section
5.6
            Deficiency
            20




ARTICLE
VI




THE
ADMINISTRATIVE AGENT




Section
6.1
            Administrative Agent’s
      Appointment as Attorney-in-Fact
            21


Section
6.2
            Duty of Administrative
      Agent
            22


Section
6.3
            Authorization of Financing
      Statements
            23


Section
6.4
            Authority of Administrative
      Agent
            23




ARTICLE
VII




MISCELLANEOUS




Section
7.1
            Amendments in
      Writing
            23


Section
7.2
            Notices
            23


Section
7.3
            No Waiver by Course of Conduct;
      Cumulative Remedies
            24


Section
7.4
            Successors and
      Assigns
            24


Section
7.5
            Counterparts
            24


Section
7.6
            Severability
            24


Section
7.7
            Section
      Headings
            24


Section
7.8
            Entire
      Agreement
            24


Section
7.9
            Governing
    Law
            25


Section
    7.10
            Additional
      Grantors
            25


Section
    7.11
            Release of
      Collateral
            25


Section
    7.12
            Reinstatement
            25


Section
    7.13
            Termination
            26





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Annexes
and Schedules




Annex 1
              Form of Pledge AmendmentAnnex 2
              Form of Joinder AgreementAnnex 3
              Form of Short Form Intellectual
      Property Security AgreementSchedule 1
              Parent and Subsidiary
    InformationSchedule 2
              Pledged Collateral,
      Instruments and Chattel PaperSchedule 3
              FilingsSchedule 4
              Location of Inventory and
      EquipmentSchedule 5(a)
              Intellectual
PropertySchedule
    5(b)
              Intellectual
      Property Adjudged Invalid, Abandoned, etc.Schedule
    5(c)
              Intellectual
      Property Subject to Licensing or Franchise AgreementsSchedule
      5(d)
              Intellectual
      Property Actions or ProceedingsSchedule 6
              Bank Accounts; Control
      AccountsSchedule 7
              Commercial Tort
  Claims








-iii-


Pledge and
Security Agreement,dated
as of March 24, 2010, by Prestige Brands, Inc.,a Delaware corporation (the “Borrower”), and each of the
other entities listed on the signature pages hereof or that becomes a party
hereto pursuant to Section
7.10 (Additional Grantors) (each, a “Grantor” and, collectively,
the “Grantors”), in
favor of 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 capacity, the “Administrative
Agent”).




W
i t n e s s e t h:




Whereas, pursuant to
the Credit Agreement, of even date herewith (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the
Borrower, Prestige Brands Holdings, Inc., a Delaware corporation (the “Parent”), the Lenders and
Issuers party thereto, the Administrative Agent and the other parties listed
therein, the Lenders and the Issuers have severally agreed to make extensions of
credit to the Borrower upon the terms and subject to the conditions set forth
therein;




Whereas, the Grantors
other than the Borrower are party to the Guaranty pursuant to which they have
guaranteed the Obligations (as defined in the Credit Agreement);
and




Whereas, it is a
condition precedent to the obligation of the Lenders and the Issuers to make
their respective extensions of credit to the Borrower under the Credit Agreement
that the Grantors shall have executed and delivered this Agreement to the
Administrative Agent.




Now, therefore, in
consideration of the premises and to induce the Lenders, the Issuers, the
Administrative Agent, and the Syndication Agent to enter into the Credit
Agreement and to induce the Lenders and the Issuers to make their respective
extensions of credit to the Borrower thereunder, each Grantor hereby agrees with
the Administrative Agent as follows:




ARTICLE
I




Defined
Terms




Section
1.1  Definitions




(a)  Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
have the meanings given to them in the Credit Agreement.




(b)  Terms
used herein without definition that are defined in the UCC have the meanings
given to them in the UCC, including the following terms (which are capitalized
herein):




“Account Debtor”


“Account”


“Certificated
Security”


“Chattel Paper”


“Commercial Tort
Claim”


“Control Account”


“Deposit Account”


“Documents”


“Entitlement
Holder”


“Entitlement
Order”


“Equipment”







“Financial Asset”


“General
Intangible”


“Goods”


“Instruments”


“Inventory”


“Investment
Property”


“Letter-of-Credit
Right”


“Proceeds”


“Securities
Account”


“Securities
Intermediary”


“Security”


“Security
Entitlement”


“Supporting
Obligations”


“Tangible Chattel
Paper”




(c)  The
following terms shall have the following meanings:




“Additional Pledged
Collateral” means any Pledged Collateral acquired by any Grantor after
the date hereof and in which a security interest is granted pursuant to Section 2.2 (Grant of Security
Interest in Collateral), including, to the extent a security interest is
granted therein pursuant to Section 2.2 (Grant of Security
Interest in Collateral), (i) all Stock and Stock Equivalents of any
Person that are acquired by any Grantor after the date hereof, together with all
certificates, instruments or other documents representing any of the foregoing
and all Security Entitlements of any Grantor in respect of any of the foregoing,
(ii) all additional Indebtedness from time to time owed to any Grantor by
any obligor on the Pledged Debt Instruments and the Instruments evidencing such
Indebtedness and (iii) all interest, cash, Instruments and other property
or Proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any of the foregoing.  “Additional Pledged
Collateral” may be General Intangibles, Instruments or Investment
Property.




“Agreement” means this Pledge
and Security Agreement.




“Collateral” has the meaning
specified in Section
2.1 (Collateral).




“Copyright Licenses” means any
written agreement naming any Grantor as licensor or licensee granting any right
under any Copyright, including the grant of any right to copy, publicly perform,
create derivative works, manufacture, distribute, exploit or sell materials
derived from any Copyright.




“Copyrights” means
(a) all copyrights arising under the laws of the United States, any other
country or any political subdivision thereof (or any treaty or international
organization or body or political subdivision thereof), whether registered or
unregistered and whether published or unpublished, all registrations and
recordings thereof and all applications in connection therewith, including all
registrations, recordings and applications in the United States Copyright Office
or in any foreign counterparts thereof, and (b) the right to obtain all
renewals thereof.




“Deposit Account Control
Agreement” means an agreement, in form and substance reasonably
acceptable to the Administrative Agent, executed by the relevant Grantor, the
Administrative Agent and the relevant financial institution and granting
“control” (within the meaning of the UCC) over the Deposit Account, subject to
such agreement, to the Administrative Agent.




“Excluded Equity” means any
Voting Stock in excess of 65% of the total outstanding Voting Stock of any
Excluded Foreign Subsidiary.  For the purposes of this definition,
“Voting Stock”





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 means, as
to any issuer, the issued and outstanding shares of each class of capital stock
or other ownership interests of such issuer entitled to vote (within the meaning
of Treasury Regulations § 1.956-2(c)(2)).




“Excluded Property” means,
collectively, (i) Excluded Equity, (ii) any permit, lease, license, contract,
instrument or other agreement held by any Grantor that prohibits or requires the
consent of any Person other than the Borrower and its Affiliates as a condition
to the creation by such Grantor of a Lien thereon, or any permit, lease, license
contract or other agreement held by any Grantor to the extent that any
Requirement of Law applicable thereto prohibits the creation of a Lien thereon,
but only, in each case, to the extent, and for so long as, such prohibition is
not terminated or rendered unenforceable or otherwise deemed ineffective by the
UCC or any other Requirement of Law, (iii) Equipment owned by any Grantor that
is subject to a purchase money Lien or a Capital Lease permitted by the Credit
Agreement if the contract or other agreement in which such Lien is granted (or
in the documentation providing for such Capital Lease) prohibits or requires the
consent of any Person other than the Borrower and its Affiliates as a condition
to the creation of any other Lien on such Equipment, (iv) each U.S. application
to register any Trademark prior to the filing under applicable law of a verified
statement of use (or equivalent) for such Trademark, (v) any assets subject to
the Lien permitted by Section 8.2(g) of the Credit Agreement if the contract or
other agreement in which such Lien is granted prohibits another Lien on such
assets and (vi) cash held in a Deposit Account to the extent they are excluded
from being maintained in an Approved Deposit Account pursuant to clause (x) of
the proviso to Section 7.12(a) of the Credit Agreement; provided, however, that “Excluded Property” shall not
include any Proceeds, substitutions or replacements of Excluded Property (unless
such Proceeds, substitutions or replacements would constitute Excluded
Property).




“Intellectual Property” means,
collectively, all rights, priorities and privileges of any Grantor relating to
intellectual property, whether arising under United States, multinational or
foreign laws or otherwise, including Copyrights, Copyright Licenses, Patents,
Patent Licenses, Trademarks, Trademark Licenses, trade secrets and Internet
domain names, and all rights to sue at law or in equity for any infringement or
other impairment thereof, including the right to receive all proceeds and
damages therefrom.




“Joinder Agreement” means the
joinder agreement, in substantially the form of Annex 2 (Form of Joinder
Agreement), executed by a Grantor.




“LLC” means each limited
liability company in which a Grantor has an interest, including those set forth
on Schedule 2
(Pledged Collateral,
Instruments and Chattel Paper).




“LLC Agreement” means each
operating agreement with respect to a LLC, as each agreement has heretofore
been, and may hereafter be, amended, restated, supplemented or otherwise
modified from time to time.




“Material Intellectual
Property” means Intellectual Property owned by or licensed to a Grantor
and material to the conduct of any Grantor’s business.




“paid in full” and “payment in full” means, with
respect to any Secured Obligation, the occurrence of all of the foregoing,
(a) with respect to such Secured Obligations other than (i) contingent
indemnification obligations, Secured Hedging Contract Obligations and Secured
Cash Management Obligations not then due and payable and (ii) to the extent
covered by clause (b) below,
obligations with respect to undrawn Letters of Credit, payment in full thereof
in cash (or otherwise to the written satisfaction of the Secured Parties owed
such Secured Obligations), (b) with respect to any undrawn Letter of
Credit, the obligations under which are included in such Secured Obligations,
(i) the cancellation thereof and payment in full of all resulting Secured
Obligations pursuant to clause (a) above or
(ii) the receipt of cash





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 collateral
(or a backstop letter of credit in respect thereof on terms acceptable to the
applicable Issuer of the Letters of Credit and the Administrative Agent) in an
amount at least equal to 102% of the Letter of Credit Obligations for such
Letter of Credit and (c) if such Secured Obligations consist of all the
Secured Obligations in one or more Facilities, termination of all Commitments
and all other obligations of the Secured Parties in respect of such Facilities
under the Loan Documents.




“Partnership” means each
partnership in which a Grantor has an interest, including those set forth on
Schedule 2 (Pledged Collateral, Instruments and
Chattel Paper).




“Partnership Agreement” means
each partnership agreement governing a Partnership, as each such agreement has
heretofore been, and may hereafter be, amended, restated, supplemented or
otherwise modified.




“Patents” means (a) all
letters patent of the United States, any other country or any political
subdivision thereof (or any treaty or international organization or body or
political subdivision thereof) and all reissues and extensions thereof,
(b) all applications for letters patent of the United States or any other
country or any political subdivision thereof (or any treaty or international
organization or body or political subdivision thereof) and all divisionals,
continuations and continuations-in-part thereof and (c) all rights to
obtain any reissues or extensions of any of the foregoing.




“Patent License” means all
agreements, whether written or oral, providing for the grant by or to any
Grantor of any right to manufacture, have manufactured, use, import, sell or
offer for sale any invention covered in whole or in part by a
Patent.




“Pledge Amendment” means the
pledge amendment, in substantially the form of Annex 1 (Form of Pledge
Amendment), executed by a Grantor.




“Pledged Certificated Stock”
means all Certificated Securities and any other Stock and Stock Equivalent of a
Person evidenced by a certificate, Instrument or other equivalent document, in
each case owned by any Grantor, including all Stock listed on Schedule 2 (Pledged Collateral,
Instruments and Chattel Paper).




“Pledged Collateral” means,
collectively, the Pledged Stock, Pledged Debt Instruments, any other Investment
Property of any Grantor, all chattel paper, certificates or other Instruments
representing any of the foregoing and all Security Entitlements of any Grantor
in respect of any of the foregoing.  Pledged Collateral may, without
limitation, be General Intangibles, Instruments or Investment
Property.




“Pledged Debt Instruments”
means all right, title and interest of any Grantor in Instruments evidencing any
Indebtedness owed to such Grantor, including all Indebtedness described on Schedule 2 (Pledged Collateral,
Instruments and Chattel Paper), issued by the obligors named
therein.




“Pledged Stock” means all
Pledged Certificated Stock and all Pledged Uncertificated Stock.  For
purposes of this Agreement, the term “Pledged Stock” shall not
include any Excluded Equity.




“Pledged Uncertificated Stock”
means any Stock or Stock Equivalent of any Person that is not a Pledged
Certificated Stock, including all right, title and interest of any Grantor as a
limited or general partner in any Partnership or as a member of any LLC and all
right, title and interest of any Grantor in, to and under any Partnership
Agreement or LLC Agreement to which it is a party.




-4-


“Securities Account Control
Agreement” means an agreement, in form and substance reasonably
acceptable to the Administrative Agent, executed by the relevant Grantor, the
Administrative Agent and the relevant Securities Intermediary and granting
“control” (within the meaning of the UCC) over the Securities Account, subject
to such agreement, to the Administrative Agent.




“Securities Act” means the
Securities Act of 1933, as amended.




“Trademark License” means any
agreement, whether written or oral, providing for the grant by or to any Grantor
of any right to use any Trademark.




“Trademarks” means
(a) all trademarks, trade names, corporate names, company names, business
names, fictitious business names, trade styles, service marks, logos and other
source or business identifiers, and, in each case, all goodwill associated
therewith, whether now existing or hereafter adopted or acquired, all
registrations and recordings thereof and all applications in connection
therewith, in each case whether in the United States Patent and Trademark Office
or in any similar office or agency of the United States, any State thereof or
any other country or any political subdivision thereof (or any treaty or
international organization or body or political subdivision thereof), and all
common-law rights related thereto, and (b) the right to obtain all renewals
thereof.




“UCC” means the Uniform
Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event
that, by reason of mandatory provisions of law, any of the attachment,
perfection or priority of the Administrative Agent’s and any Secured Party’s
security interest in any Collateral is governed by the Uniform Commercial Code
as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform
Commercial Code as in effect in such other jurisdiction for purposes of the
provisions hereof relating to such attachment, perfection or priority and for
purposes of definitions related to such provisions.




“Vehicles” means all vehicles
covered by a certificate of title law of any state.




Section
1.2  Certain
Other Terms




(a)  In this
Agreement, in the computation of periods of time from a specified date to a
later specified date, the word “from” means “from and
including” and the words “to” and “until” each mean “to but
excluding” and the word “through” means “to and
including.”




(b)  The terms
“herein,” “hereof,” “hereto” and “hereunder” and similar terms
refer to this Agreement as a whole and not to any particular Article, Section,
subsection or clause in this Agreement.




(c)  References
herein to an Annex, Schedule, Article, Section, subsection or clause refer to
the appropriate Annex or Schedule to, or Article, Section, subsection or clause
in this Agreement.




(d)  The
meanings given to terms defined herein shall be equally applicable to both the
singular and plural forms of such terms.




(e)  Where the
context requires, provisions relating to any Collateral, when used in relation
to a Grantor, shall refer to such Grantor’s Collateral or any relevant part
thereof.




(f)  Any
reference in this Agreement to a Loan Document shall include all appendices,
exhibits and schedules thereto, and, unless specifically stated otherwise all
amendments, restate-





-5-
 ments,
supplements or other modifications thereto, and as the same may be in effect at
any time such reference becomes operative.




(g)  The term
“including” means
“including without limitation” except when used in the computation of time
periods.




(h)  The terms
“Lender,” “Issuer,” “Administrative Agent” and
“Secured Party” include
their respective successors.




(i)  References
in this Agreement to any statute shall be to such statute as amended or modified
and in effect from time to time.




ARTICLE
II




Grant
of Security Interest




Section
2.1  Collateral




For the
purposes of this Agreement, all of the following property now owned or at any
time hereafter acquired by a Grantor or in which a Grantor now has or at any
time in the future may acquire any right, title or interests is collectively
referred to as the “Collateral”:




(a)  all
Accounts;




(b)  all
Chattel Paper;




(c)  all
Deposit Accounts;




(d)  all
Documents;




(e)  all
Equipment;




(f)  all
General Intangibles;




(g)  all
Instruments;




(h)  all
Inventory;




(i)  all
Investment Property;




(j)  all
Letter-of-Credit Rights;




(k)  all
Vehicles;




(l)  the
Commercial Tort Claims described on Schedule 7 (Commercial Tort Claims)
and on any supplement thereto received by the Administrative Agent pursuant to
Section 4.11 (Notice of
Commercial Tort Claims);




(m)  all books
and records pertaining to the other property described in this Section 2.1;




-6-


(n)  all
property of any Grantor held by the Administrative Agent or any other Secured
Party, including all property of every description, in the possession or custody
of or in transit to the Administrative Agent or such Secured Party for any
purpose, including safekeeping, collection or pledge, for the account of such
Grantor or as to which such Grantor may have any right or power;




(o)  all other
Goods and personal property of such Grantor, whether tangible or intangible and
wherever located; and




(p)  to the
extent not otherwise included, all Proceeds and Supporting
Obligations;




provided,however,that “Collateral” shall not include
any Excluded Property; and provided, further, that if and when any
property shall cease to be Excluded Property, such property shall be deemed at
all times from and after the date hereof to constitute Collateral.




Section
2.2  Grant
of Security Interest in Collateral




Each
Grantor, as collateral security for the full, prompt and complete payment and
performance when due (whether at stated maturity, by acceleration or otherwise)
of the Secured Obligations of such Grantor, hereby mortgages, pledges and
hypothecates to the Administrative Agent for the benefit of the Secured Parties,
and grants to the Administrative Agent for the benefit of the Secured Parties, a
lien on and security interest in, all of its right, title and interest in, to
and under the Collateral; provided,however, that, if and when
any property that at any time constituted Excluded Property becomes Collateral,
the Administrative Agent shall have, and at all times from and after the date
hereof be deemed to have had, a lien on and security interest in such
property.




Section
2.3  Cash
Collateral Accounts




The
Administrative Agent may establish a Deposit Account under its sole dominion and
control and designate it as a Cash Collateral Account.  Such Deposit
Account shall be a Cash Collateral Account.




ARTICLE
III




Representations
and Warranties




To induce
the Lenders, the Issuers, the Administrative Agent and the Syndication Agent to
enter into the Credit Agreement, each Grantor hereby represents and warrants
each of the following to the Administrative Agent, the Lenders, the Issuers and
the other Secured Parties:




Section
3.1  Title;
No Other Liens




Except
for Liens granted to the Administrative Agent pursuant to this Agreement and the
other Liens permitted to exist on the Collateral under the Credit Agreement,
such Grantor (a) is the record and beneficial owner of the Pledged
Collateral pledged by it hereunder constituting Instruments or Certificated
Securities, (b) is the Entitlement Holder of all such Pledged Collateral
constituting Investment Property held in a Securities Account and (c) has rights
in or the power to transfer each other item of Collateral in which a Lien is
granted by it hereunder, free and clear of any other Lien.




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Section
3.2  Perfection
and Priority




The
security interests granted pursuant to this Agreement shall constitute valid and
continuing perfected security interests in favor of the Administrative Agent in
the Collateral for which perfection is governed by the UCC or filing with the
United States Copyright Office upon (i) in the case of all Collateral in
which a security interest may be perfected by filing a financing statement under
the Uniform Commercial Code of any applicable jurisdiction, the timely and
proper completion of the filings and other actions specified on Schedule 3 (Filings)
(which, in the case of all filings and other documents referred to on such
schedule, have been delivered to the Administrative Agent in completed and duly
executed form), (ii) the delivery to the Administrative Agent of all
Collateral consisting of Instruments and Certificated Securities, in each case
properly endorsed for transfer to the Administrative Agent or in blank,
(iii) the execution of Securities Account Control Agreements with respect
to Investment Property not in certificated form, (iv) the execution of
Deposit Account Control Agreements with respect to all Deposit Accounts of a
Grantor and (v) in the case of Collateral in which a security interest may
be perfected by filing with the United States Copyright Office, filing of a
short-form security agreement in the form attached hereto as Annex 3 (Form of Short Form
Intellectual Property Security Agreement) with the United States
Copyright Office.  Security interests in collateral that is subject to
foreign jurisdiction Requirements of Law may require additional actions in
accordance with the Requirements of Law of such jurisdictions.  The
security interest created hereunder in favor of the Administrative Agent for the
benefit of the Secured Parties shall be prior to all other Liens on the
Collateral except for Customary Permitted Liens having priority over the
Administrative Agent’s Lien by operation of law or otherwise as permitted under
the Credit Agreement.




Section
3.3  Jurisdiction
of Organization; Chief Executive Office




Such
Grantor’s jurisdiction of organization, legal name, organizational
identification number, if any, the location of such Grantor’s chief executive
office or sole place of business, the number of shares of each class of Stock
authorized (if applicable), the number outstanding on the Closing Date and the
number and percentage of the outstanding shares of each such class owned
(directly or indirectly) by any Loan Party, in each case as of the date hereof,
is specified onSchedule 1 (Parent and Subsidiary Information) and such Schedule 1 (Parent and
Subsidiary Information) also lists all legal names and any other names
used on any filings with the Internal Revenue Service for the five years
preceding the date hereof and all jurisdictions of incorporation for the past
four months.




Schedule
1 includes information about each entity to which any Grantor became the
successor by merger, consolidation, acquisition, change in form, nature or
jurisdiction of organization or otherwise or from which it acquired any
Collateral with a value in excess of $500,000, in each case for the five years
preceding the date hereof, except for: (i) any acquisitions in the ordinary
course of business or consisting of goods which have been acquired by such
Grantor in the ordinary course of business from a person in the business of
selling goods of that kind; or (ii) any corporate restructuring involving the
Subsidiaries of the Parent.




Section
3.4  Inventory
and Equipment




On the
date hereof, such Grantor’s Inventory and Equipment (other than mobile goods and
Inventory or Equipment in transit) are kept at the locations listed on Schedule 4 (Location of
Inventory and Equipment)and such Schedule 4 (Location of
Inventory and Equipment) also list the locations of such Inventory and
Equipment for the five years preceding the date hereof.




-8-


Section
3.5  Pledged
Collateral




(a)  The
Pledged Stock pledged hereunder by such Grantor is listed on Schedule 2 (Pledged Collateral, Instruments and
Chattel Paper) and constitutes that percentage of the issued and
outstanding equity of all classes of each issuer thereof as set forth on Schedule 2 (Pledged Collateral, Instruments and
Chattel Paper).




(b)  All of
the Pledged Stock (other than Pledged Stock in limited liability companies and
partnerships) has been duly authorized, validly issued and is fully paid and
nonassessable.




(c)  Each of
the Pledged Stock constitutes the legal, valid and binding obligation of the
obligor with respect thereto, enforceable in accordance with its terms, subject
to the effects of applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally, and general equitable principles (whether
considered in a proceeding in equity or at law).




(d)  All
Pledged Collateral and, if applicable, any Additional Pledged Collateral,
consisting of Certificated Securities or Instruments has been delivered to the
Administrative Agent in accordance with Section 4.4(a) (Pledged Collateral) hereof
and Section 7.11 (Additional Collateral and
Guaranties) of the Credit Agreement.




(e)  All
Pledged Collateral held by a Securities Intermediary in a Securities Account is
in a Control Account.




(f)  Other
than Pledged Stock constituting General Intangibles, there is no Pledged
Collateral other than that represented by Certificated Securities or Instruments
in the possession of the Administrative Agent, or that consists of Financial
Assets held in a Control Account.




(g)  The
Constituent Documents of any Person governing any Pledged Stock of any limited
liability company, partnership or similar entity do not, upon the occurrence and
during the continuance of an Event of Default, prevent the Administrative Agent
from exercising all of the rights of the Grantor granting the security interest
therein, or prevent a transferee or assignee of Stock of such Person from
becoming a member, partner or, as the case may be, other holder of such Pledged
Stock to the same extent as the Grantor in such Person entitled to participate
in the management of such Person or prohibit that upon the transfer of the
entire interest of such Grantor, such Grantor ceases to be a member, partner or,
as the case may be, other holder of such Pledged Stock.




Section
3.6  Instruments
and Chattel Paper




As of the
Closing Date, all of the Instruments and Tangible Chattel Paper with a value in
excess of $1,000,000 of such Grantor are listed in Schedule 2 (Pledged Collateral, Instruments and
Chattel Paper).




Section
3.7  Intellectual
Property




(a)  Schedule 5(a) (Intellectual Property) lists
all registrations for and applications to register Material Intellectual
Property and material unregistered trademarks owned by such Grantor on the date
hereof.  Schedule 5(a) (Intellectual Property) also
lists all license agreements pursuant to which Material Intellectual Property is
licensed to such Grantor.




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(b)  Except as
set forth on Schedule 5(b)
(Intellectual Property Adjudged Invalid, Abandoned, etc.), all Material
Intellectual Property owned by such Grantor is valid, subsisting, unexpired and
enforceable, has not been adjudged invalid and has not been abandoned and the
use thereof in the business of such Grantor does not infringe, misappropriate,
dilute or violate the intellectual property rights of any other
Person.




(c)  Except as
set forth in Schedule 5(c) (Intellectual Property Subject to
Licensing or Franchise Agreements), none of the Material Intellectual
Property owned by such Grantor is the subject of any licensing or franchise
agreement pursuant to which such Grantor is the licensor or
franchisor.




(d)  No
holding, decision or judgment has been rendered by any Governmental Authority
that would limit, cancel or question the validity of, or such Grantor’s rights
in, any Material Intellectual Property.




(e)  Except as
set forth in Schedule 5(d)
(Intellectual Property Actions or Proceedings), no action or proceeding
seeking to limit, cancel or question the validity of any Material Intellectual
Property owned by such Grantor or such Grantor’s ownership interest therein is
pending or, to the knowledge of such Grantor, threatened.  There are
no claims, judgments or settlements to be paid by such Grantor relating to the
Material Intellectual Property.




Section
3.8  Deposit
Accounts; Securities Accounts




The only
Deposit Accounts or Securities Accounts maintained by any Grantor on the date
hereof are those listed on Schedule 6 (Bank Accounts; Control
Accounts), which sets forth such information separately for each
Grantor.  The parties hereto acknowledge that Deposit Accounts listed
on Schedule 6 (Bank Accounts;
Control Accounts) and indicated as Excluded Property are Excluded
Property.




Section
3.9  Commercial
Tort Claims




The only
Commercial Tort Claims of any Grantor existing on the date hereof (regardless of
whether the amount, defendant or other material facts can be determined and
regardless of whether such Commercial Tort Claim has been asserted, threatened
or has otherwise been made known to the obligee thereof or whether litigation
has been commenced for such claims) are those listed on Schedule 7 (Commercial Tort
Claims), which sets forth such information separately for each
Grantor.




ARTICLE
IV




Covenants




Each
Grantor agrees with the Administrative Agent to the following until all Secured
Obligations are paid in full, unless the Requisite Lenders otherwise consent in
writing:




Section
4.1  Generally




Such
Grantor shall (a) not create or suffer to exist any Lien upon or with
respect to any Collateral, except Liens permitted under Section 8.2 (Liens,Etc.) of the Credit
Agreement, (b) not use or permit any Collateral to be used unlawfully or in
violation of any provision of this Agreement, any other Loan Document, any
Requirement of Law or any policy of insurance covering the Collateral,
(c) not enter into any agreement or undertaking restricting the right or
ability of such Grantor or the Administrative Agent to sell, assign or transfer
any Collateral if such restriction would have a Material Adverse Effect and
(d) promptly notify the Administrative Agent of its entry into any
agreement or assumption of under-





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 taking
that restricts the ability to sell, assign or transfer any Collateral regardless
of whether or not it has a Material Adverse Effect.




Section
4.2  Maintenance
of Perfected Security Interest; Further Documentation




(a)  Such
Grantor shall maintain the security interests created by this Agreement as
security interests having at least the priority described in Section 3.2 (Perfection and Priority)and
Section 2.2 (Grant of Security
Interest in Collateral) and shall defend such security interests and such
priority against the claims and demands of all Persons to the extent adverse to
such Grantor’s ownership rights or otherwise inconsistent with this Agreement or
the other Loan Documents; provided,however, that security
interests that relate solely to Collateral the aggregate value of which has a
Dollar Equivalent not exceeding $1,000,000 are deemed invalid or unenforceable,
such invalidity or unenforceability may remain to the extent not constituting an
Event of Default under Section
9.1(j)(Events of Default)of the Credit Agreement for the period
specified therein.




(b)  Such
Grantor shall furnish to the Administrative Agent from time to time statements
and schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as the Administrative Agent may
reasonably request, all in reasonable detail and in form and substance
satisfactory to the Administrative Agent.




(c)  Subject
to the limitations on visits set forth in Section 7.6 (Access)of the
Credit Agreement, at any time and from time to time, upon the reasonable written
request of the Administrative Agent, and at the sole expense of such Grantor,
such Grantor shall promptly and duly execute and deliver, and have recorded or
authorize the recording of, such further instruments and documents and take such
further action as the Administrative Agent may reasonably request for the
purpose of obtaining or preserving the benefits of this Agreement and of the
rights and powers herein granted, including the filing of any financing or
continuation statement under the UCC (or any other Requirement of Law relating
to registration of Liens over Intellectual Property or other personal property)
in effect in any jurisdiction with respect to the security interests created
hereby and the execution and delivery of Deposit Account Control Agreements and
Securities Account Control Agreements.




Section
4.3  Changes
in Locations, Name, Etc.




(a)  Except
upon 15 days’ prior written notice to the Administrative Agent and delivery to
the Administrative Agent of (i) all additional financing statements and
other documents reasonably requested by the Administrative Agent to maintain the
validity, perfection and priority of the security interests provided for herein
and (ii) if applicable, a written supplement to Schedule 4 (Location of
Inventory and Equipment) showing (A) any additional locations at
which Inventory or Equipment shall be kept or (B) any changes in any
location where Inventory or Equipment shall be kept that would require the
Administrative Agent to take any action to maintain perfected Requisite Priority
Liens in such Collateral, such Grantor shall not do any of the
following:




(i)  permit
any Inventory or Equipment (other than computers and communications equipment
used by, and in the possession of employees) to be kept at a location other than
those listed onSchedule 4 (Location of Inventory and Equipment), except for
Inventory or Equipment in transit or absent for repair in the ordinary course of
business; provided,however, that Inventory and
Equipment having an aggregate Fair Market Value not to exceed $500,000.00 may be
kept at other locations;




(ii)  change
its jurisdiction of organization or its location, in each case from that
referred to in Section 3.3
(Jurisdiction of Organization; Chief Executive Office); or




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(iii)  change
its legal name or organizational identification number, if any, or corporation,
limited liability company or other organizational structure to such an extent
that any financing statement filed or other filing or registration made in
connection with this Agreement would become misleading or otherwise
ineffective.




(b)  Such
Grantor shall keep and maintain at its own cost and expense satisfactory and
complete records of the Collateral, including a record of all payments received
and all credits granted with respect to the Collateral and all other dealings
with the Collateral.  If requested by the Administrative Agent, the
security interests of the Administrative Agent shall be noted on the certificate
of title of each Vehicle.




Section
4.4  Pledged
Collateral




(a)  Such
Grantor shall, within 30 days of the acquisition of a Subsidiary or creation of
a new Subsidiary, (i) deliver to the Administrative Agent all certificates
and Instruments representing or evidencing any Pledged Collateral (including
Additional Pledged Collateral), whether now existing or hereafter acquired, in
suitable form for transfer by delivery or, as applicable, accompanied by such
Grantor’s endorsement, where necessary, or duly executed instruments of transfer
or assignment in blank, all in form and substance reasonably satisfactory to the
Administrative Agent, together, in respect of any Additional Pledged Collateral,
with a Pledge Amendment, duly executed by the Grantor, in substantially the form
of Annex 1 (Form of
Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement
duly executed by the Grantor, in substantially the form in the form of Annex 2 (Form of Joinder
Agreement), or such other documentation acceptable to the Administrative
Agent and (ii) maintain all other Pledged Collateral constituting
Investment Property in a Control Account.  Such Grantor authorizes the
Administrative Agent to attach each Pledge Amendment to this
Agreement.  The Administrative Agent shall have the right, at any time
upon the occurrence and during the continuance of any Event of Default, in its
discretion and without notice to the Grantor, to transfer to or to register in
its name or in the name of its nominees any Pledged Collateral.  The
Administrative Agent shall have the right at any time upon the occurrence and
during the continuance of any Event of Default, to exchange any certificate or
instrument representing or evidencing any Pledged Collateral for certificates or
instruments of smaller or larger denominations.




(b)  Except as
provided in Article V
(Remedial Provisions),
such Grantor shall be entitled to receive all cash dividends paid in respect of
the Pledged Collateral with respect to the Pledged Collateral.  Any
sums paid upon or in respect of any Pledged Collateral upon the liquidation or
dissolution of any issuer of any Pledged Collateral, any distribution of capital
made on or in respect of any Pledged Collateral or any property distributed upon
or with respect to any Pledged Collateral pursuant to the recapitalization or
reclassification of the capital of any issuer of Pledged Collateral or pursuant
to the reorganization thereof shall, unless otherwise subject to perfected
Requisite Priority Liens in favor of the Administrative Agent, be delivered to
the Administrative Agent to be held by it hereunder as additional collateral
security for the Secured Obligations.  If any such sum of money or
property so paid or distributed in respect of any Pledged Collateral shall be
received by such Grantor and not otherwise be subject to perfected Requisite
Priority Liens in favor of the Administrative Agent, such Grantor shall, until
such money or property is paid or delivered to the Administrative Agent, hold
such money or property in trust for the Administrative Agent, segregated from
other funds of such Grantor, as additional security for the Secured
Obligations.




(c)  Except as
provided in Article V
(Remedial Provisions), such Grantor shall be entitled to exercise all
voting, consent and corporate, partnership, limited liability company and
similar rights with respect to the Pledged Collateral; provided, however, that no vote shall
be cast, consent given





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 or right
exercised or other action taken by such Grantor that would materially impair the
Collateral, be inconsistent with or result in any violation of any provision of
the Credit Agreement, this Agreement or any other Loan Document or, without
prior notice to the Administrative Agent, enable or permit any issuer of Pledged
Collateral to issue any Stock or other equity Securities of any nature or to
issue any other securities convertible into or granting the right to purchase or
exchange for any Stock or other equity Securities of any nature of any issuer of
Pledged Collateral.




(d)  Such
Grantor shall not grant “control” (within the meaning of such term under Article
9-106 of the UCC) over any Investment Property of such Grantor to any Person
other than the Administrative Agent.




(e)  In the
case of each Grantor that is an issuer of Pledged Collateral, such Grantor
agrees to be bound by the terms of this Agreement relating to the Pledged
Collateral issued by it and shall comply with such terms insofar as such terms
are applicable to it.  In the case of any Grantor that is a holder of
any Stock or Stock Equivalent in any Person that is an issuer of Pledged
Collateral, such Grantor consents to (i) the exercise of the rights granted
to the Administrative Agent hereunder (including those described in Section 5.3 (Pledged
Collateral)),and (ii) the
pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Stock
in such Person and to the transfer of such Pledged Stock after the occurrence
and during the continuance Event of Default to the Administrative Agent or its
nominee and to the substitution of the Administrative Agent or its nominee as a
holder of such Pledged Stock with all the rights, powers and duties of other
holders of Pledged Stock of the same class and, if the Grantor having pledged
such Pledged Stock hereunder had any right, power or duty at the time of such
pledge or at the time of such substitution beyond that of such other holders,
with all such additional rights, powers and duties.  Such Grantor
agrees to execute and deliver to the Administrative Agent such certificates,
agreements and other documents as may be reasonably necessary to evidence,
formalize or otherwise give effect to the consents given in this clause(e).




(f)  Such
Grantor shall not, without the consent of the Administrative Agent (and to the
extent required pursuant to Section 8.11 (Modifications of
Constituent Documents) of the Credit Agreement, any Lender or Agent),
agree to any amendment of any Constituent Document that in any way materially
adversely affects the perfection of the security interests of the Administrative
Agent in any Pledged Collateral pledged by any Grantor hereunder, including any
amendment electing to treat any membership interest or partnership interest that
is part of the Pledged Collateral as a “security” under Section 8-103 of
the UCC, or any election to turn any previously uncertificated Stock that is
part of the Pledged Collateral into certificated Stock.




Section
4.5  Accounts




(a)  Such
Grantor shall not, other than as permitted by the Credit Agreement consistent
with its reasonable business judgment, (i) grant any extension of the time
of payment of any Account, (ii) compromise or settle any Account for less
than the full amount thereof, (iii) release, wholly or partially, any
Person liable for the payment of any Account, (iv) allow any credit or
discount on any Account or (v) amend, supplement or modify any Account in
any manner that could materially adversely affect the value
thereof.




(b)  Subject
to the limitations in Section
7.6 (Access) of the Credit Agreement, the Administrative Agent shall have
the right to make test verifications of the Accounts in any manner and through
any medium that it reasonably considers advisable, and such Grantor shall
furnish all such assistance and information as the Administrative Agent may
reasonably require in connection therewith.  At any time and from time
to time, upon the Administrative Agent’s request and at the expense of the
relevant Grantor, such Grantor shall cause independent public accountants or
others satisfactory to the Ad-





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 ministrative
Agent to furnish to the Administrative Agent reports showing reconciliations,
aging and test verifications of, and trial balances for, the Accounts; provided, however, that unless a
Default or Event of Default shall be continuing, the Administrative Agent shall
request no more than one such report during any calendar
year.




Section
4.6  Delivery
of Instruments and Chattel Paper




If any
amount in excess of $1,000,000 payable under or in connection with any
Collateral owned by such Grantor shall be or become evidenced by an Instrument
or Tangible Chattel Paper, such Grantor shall immediately deliver such
Instrument or Tangible Chattel Paper to the Administrative Agent, duly endorsed
in a manner reasonably satisfactory to the Administrative Agent, or, if
consented to by the Administrative Agent, shall mark, or, to the extent
permitted by such Instruments and Tangible Chattel Paper and applicable
Requirements of Law, attach a valid allonge to, all such Instruments and
Tangible Chattel Paper with the following legend:  “This writing and
the obligations evidenced or secured hereby are subject to the security interest
of Bank of America, N.A., as Administrative Agent” (which legend shall be
modified to reflect successor Administrative Agents).




Section
4.7  Intellectual
Property




(a)  Such
Grantor (either itself or through licensees) shall, in accordance with its
reasonable business judgment, (i) continue to use each Trademark that is
Material Intellectual Property in order to maintain such Trademark in full force
and effect with respect to each class of goods for which such Trademark is
currently used, free from any claim of abandonment for non-use,
(ii) maintain as in the past the quality of products and services offered
under such Trademark, (iii) use such Trademark with the appropriate notice
of registration and all other notices and legends required by applicable
Requirements of Law, (iv) not adopt or use any mark that is confusingly
similar or a colorable imitation of such Trademark unless the Administrative
Agent shall obtain perfected Requisite Priority Liens in such mark pursuant to
this Agreement and (v) not (and not permit any licensee or sublicensee
thereof to) intentionally do any act or knowingly omit to do any act whereby
such Trademark (or any goodwill associated therewith) may become destroyed,
invalidated, impaired or harmed in any material respect.




(b)  Such
Grantor (either itself or through licensees) shall, in accordance with its
reasonable business judgment, not intentionally do any act, or knowingly omit to
do any act, whereby any Patent that is Material Intellectual Property may become
forfeited, abandoned or dedicated to the public (except for Patents expiring at
the end of their statutory terms).




(c)  Such
Grantor (either itself or through licensees) shall, in accordance with its
reasonable business judgment, (i) not (and shall not permit any licensee or
sublicensee thereof to) intentionally do any act or knowingly omit to do any act
whereby any portion of the Copyrights that is Material Intellectual Property may
become invalidated or otherwise impaired in any material respect and (ii) not
(either itself or through licensees) intentionally do any act whereby any
portion of the Copyrights that is Material Intellectual Property may fall into
the public domain (except for Copyrights expiring at the end of their statutory
terms).




(d)  Such
Grantor (either itself or through licensees) shall not intentionally do any act,
or knowingly omit to do any act, whereby any trade secret that is Material
Intellectual Property may become publicly available or otherwise unprotectable
in any material respect.




(e)  Such
Grantor (either itself or through licensees) shall not intentionally do any act
that knowingly uses any Material Intellectual Property to infringe,
misappropriate, or violate the intellectual property rights of any other
Person.




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(f)  Such
Grantor shall notify the Administrative Agent promptly if it knows, or has
reason to know, that any application or registration relating to any Material
Intellectual Property may become forfeited, abandoned or dedicated to the
public, or of any adverse determination or development (including the
institution of, or any such determination or development in, any proceeding in
the United States Patent and Trademark Office, the United States Copyright
Office, or any other Governmental Authority or any international agency or
similar authority), regarding such Grantor’s ownership of, right to use,
interest in, or the validity of, any Material Intellectual Property or such
Grantor’s right to register the same or to own and maintain the
same.




(g)  Whenever
such Grantor, either by itself or through any agent, licensee or designee, shall
file an application for the registration of any Intellectual Property with the
United States Patent and Trademark Office, the United States Copyright Office,
any similar Governmental Authority within or outside the United States or any
international agency or similar authority or register any Internet domain name,
such Grantor shall report such filing to the Administrative Agent within 10
Business Days after the last day of the fiscal quarter in which such filing
occurs.  Upon request of the Administrative Agent, such Grantor shall
execute and deliver, and have recorded, all agreements, instruments, documents
and papers as the Administrative Agent may reasonably request to evidence the
Administrative Agent’s security interest in any Copyright, Patent, Trademark
(other than Excluded Property) or Internet domain name and the goodwill and
general intangibles of such Grantor relating thereto or represented
thereby.




(h)  Such
Grantor shall take all reasonable actions necessary or appropriate (in
accordance with its reasonable business judgment) or requested by the
Administrative Agent, including in any proceeding before the United States
Patent and Trademark Office, the United States Copyright Office, any similar
Governmental Authority within or outside of the United States, any international
agency and similar authority and any Internet domain name registrar, to maintain
and pursue each application (and to obtain the relevant registration) and to
maintain each registration of any Copyright, Trademark, Patent or Internet
domain name that is Material Intellectual Property, including filing of
applications for renewal, affidavits of use, affidavits of incontestability and
opposition and interference and cancellation proceedings.




(i)  In the
event that any Material Intellectual Property is or has been infringed upon or
misappropriated or diluted by a third party, such Grantor shall notify the
Administrative Agent promptly after such Grantor learns thereof.  Such
Grantor shall take appropriate action in accordance with its reasonable business
judgment in response to such infringement, misappropriation of dilution,
including promptly bringing suit for infringement, misappropriation or dilution
and to recover all damages for such infringement, misappropriation of dilution,
and shall take such other actions may be appropriate in its reasonable judgment
under the circumstances to protect such Material Intellectual
Property.




(j)  Unless
otherwise agreed to by the Administrative Agent, such Grantor shall execute and
deliver to the Administrative Agent for filing (i) in the United States
Copyright Office, a short-form copyright security agreement in the form attached
hereto as Annex 3 (Form
of Short Form Intellectual Property Security Agreement), (ii) in the
United States Patent and Trademark Office and with the Secretary of State of all
appropriate States of the United States, a short-form patent security agreement
in the form attached hereto as Annex 3 (Form of Short Form
Intellectual Property Security Agreement), (iii) in the United
States Patent and Trademark Office, a short-form trademark security agreement in
form attached hereto as Annex 3 (Form of Short Form
Intellectual Property Security Agreement), and (iv) at the Administrative
Agent’s request, a duly executed form of assignment of such Internet domain name
to the Administrative Agent (together with appropriate supporting documentation
as may be requested by the Administrative Agent) in form and substance
reasonably acceptable to the Administrative Agent.  In the case of
clause (iv) above, if
requested by the Administrative Agent, such Grantor shall execute such
form





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 of
assignment in blank and hereby authorizes the Administrative Agent, upon the
occurrence or continuance of an Event of Default, to file such assignment in
such Grantor’s name and to otherwise perform in the name of such Grantor all
other necessary actions to complete such assignment, and each Grantor agrees to
perform all appropriate actions deemed necessary by the Administrative Agent for
the Administrative Agent to ensure such Internet domain name is registered in
the name of the Administrative Agent.




Section
4.8  Vehicles




Upon the
request of the Administrative Agent, within 30 days after the date of such
request and, with respect to Vehicles acquired by such Grantor with an aggregate
Fair Market Value in excess of $500,000 subsequent to the date of any such
request, within 30 days after the date of acquisition thereof, such Grantor
shall file all applications for certificates of title or ownership indicating
the Administrative Agent’s Requisite Priority Liens in the Vehicle covered by
such certificate and any other necessary documentation, in each office in each
jurisdiction that the Administrative Agent shall deem advisable to perfect the
Administrative Agent’s Requisite Priority Liens in the Vehicles.




Section
4.9  Payment
of Obligations




Such
Grantor shall pay and discharge or otherwise satisfy at or before maturity or
before they become delinquent, as the case may be, all federal taxes and all
material other taxes, assessments and governmental charges or levies imposed
upon the Collateral or in respect of income or profits therefrom, as well as all
claims of any kind (including claims for labor, materials and supplies) against
or with respect to the Collateral, except that no such charge need be paid if
the amount or validity thereof is currently being contested in good faith by
appropriate proceedings, reserves in conformity with GAAP with respect thereto
have been provided on the books of such Grantor and such proceedings could not
reasonably be expected to result in the sale, forfeiture or loss of any material
portion of the Collateral or any interest therein.




Section
4.10  Insurance




Such
Grantor shall maintain, and cause to be maintained for each of its Subsidiaries,
insurance with responsible and reputable insurance companies or associations in
such amounts and covering such risks as in the reasonable business judgment of a
Responsible Officer of the Parent is sufficient, appropriate and prudent for a
business of the size and character of that of such Person, and such other
insurance as may be reasonably requested by the Requisite Lenders, and, in any
event, all insurance required by any Collateral Documents.




Section
4.11  Notice
of Commercial Tort Claims




Such
Grantor agrees that, if it shall acquire any interest in any Commercial Tort
Claim (whether from another Person or because such Commercial Tort Claim shall
have come into existence), (i) such Grantor shall, promptly after a
Responsible Officer gains knowledge of such acquisition, deliver to the
Administrative Agent, in each case in form and substance reasonably satisfactory
to the Administrative Agent, a notice of the existence and nature of such
Commercial Tort Claim and deliver a supplement to Schedule 7 (Commercial Tort
Claims) containing a specific description of such Commercial Tort Claim,
(ii) the provision of Section 2.1 (Collateral)
shall apply to such Commercial Tort Claim and (iii) such Grantor shall
execute and deliver to the Administrative Agent, in each case in form and
substance reasonably satisfactory to the Administrative Agent, any certificate,
agreement and other document, and take all other reasonable action, reasonably
deemed by the Administrative Agent to be reasonably necessary or reasonably
appropriate for the Administrative Agent to obtain perfected Requisite Priority
Liens in all such Commercial Tort Claims.  Any supplement to Schedule 7 (Commercial Tort
Claims)





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 delivered
pursuant to this Section 4.11
(Notice of Commercial Tort Claims) shall, after the receipt thereof by
the Administrative Agent, become part of Schedule 7 (Commercial Tort
Claims) for all purposes hereunder other than in respect of
representations and warranties made prior to the date of such
receipt.




ARTICLE
V




Remedial
Provisions




Section
5.1  Code
and Other Remedies




During
the continuance of an Event of Default, the Administrative Agent may exercise,
in addition to all other rights and remedies granted to it in this Agreement and
in any other instrument or agreement securing, evidencing or relating to the
Secured Obligations, all rights and remedies of a secured party under the UCC or
any other applicable law.  Without limiting the generality of the
foregoing, the Administrative Agent, without demand of performance or other
demand, presentment, protest, advertisement or notice of any kind (except any
notice required by law referred to below) to or upon any Grantor or any other
Person (all and each of which demands, defenses, advertisements and notices are
hereby waived to the fullest extent permitted by law), may in such circumstances
forthwith collect, receive, appropriate and realize upon any Collateral, and may
forthwith sell, lease, assign, give option or options to purchase, or otherwise
dispose of and deliver any Collateral (or contract to do any of the foregoing),
in one or more parcels at public or private sale or sales, at any exchange,
broker’s board or office of the Administrative Agent or any Lender or elsewhere
upon such terms and conditions as it may deem advisable and at such prices as it
may deem best, for cash or on credit or for future delivery without assumption
of any credit risk.  The Administrative Agent shall have the right
upon any such public sale or sales, and, to the extent permitted by the UCC and
other applicable law, upon any such private sale or sales, to purchase the whole
or any part of the Collateral so sold, free of any right or equity of redemption
of any Grantor, which right or equity is hereby waived and
released.  Each Grantor further agrees, at the Administrative Agent’s
request, to assemble the Collateral and make it available to the Administrative
Agent at places that the Administrative Agent shall reasonably select, whether
at such Grantor’s premises or elsewhere.  The Administrative Agent
shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting
all reasonable costs and expenses of every kind incurred in connection therewith
or incidental to the care or safekeeping of any Collateral or in any way
relating to the Collateral or the rights of the Administrative Agent and any
other applicable Secured Party hereunder, including reasonable attorneys’ fees
and disbursements, to the payment in whole or in part of the Secured
Obligations, in such order as the Credit Agreement shall prescribe, and only
after such application and after the payment by the Administrative Agent of any
other amount required by any provision of law, need the Administrative Agent
account for the surplus, if any, to any Grantor.  To the extent
permitted by applicable law, each Grantor waives all claims, damages and demands
it may acquire against the Administrative Agent or any other Secured Party
arising out of the exercise by them of any rights hereunder.  If any
notice of a proposed sale or other disposition of Collateral shall be required
by law, such notice shall be deemed reasonable and proper if given at least 10
days before such sale or other disposition.




Section
5.2  Accounts
and Payments in Respect of General Intangibles




(a)  In
addition to, and not in substitution for, any similar requirement in the Credit
Agreement, if required by the Administrative Agent at any time during the
continuance of an Event of Default, any payment of Accounts or payment in
respect of General Intangibles, when collected by any Grantor, shall be
forthwith (and, in any event, within fiveBusiness Days) deposited
by such Grantor in the exact form received, duly endorsed by such Grantor to the
Administrative Agent, in an Approved Deposit Account or a Cash Collateral
Account, subject to withdrawal by the Administrative Agent as pro-





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 vided in
Section 5.4 (Proceeds Turned
Over to the Administrative Agent).  Until so turned over or
turned over, such payment shall be held by such Grantor in trust for the
Administrative Agent, segregated from other funds of such
Grantor.  Each such deposit of Proceeds of Accounts and payments in
respect of General Intangibles shall be accompanied by a report identifying in
reasonable detail the nature and source of the payments included in the
deposit.




(b)  At the
Administrative Agent’s request, during the continuance of an Event of Default,
each Grantor shall deliver to the Administrative Agent all original and other
documents evidencing, and relating to, the agreements and transactions that gave
rise to the Accounts or payments in respect of General Intangibles, including
all original orders, invoices and shipping receipts.




(c)  The
Administrative Agent may, without notice, at any time during the continuance of
an Event of Default, limit or terminate the authority of a Grantor to collect
its Accounts or amounts due under General Intangibles or any
thereof.




(d)  The
Administrative Agent in its own name or in the name of others may at any time
during the continuance of an Event of Default communicate with Account Debtors
to verify with them to the Administrative Agent’s satisfaction the existence,
amount and terms of any Account or amounts due under any General Intangible and
the Administrative Agent, to the extent permitted under applicable Requirements
of Law, shall have given written notice to the relevant Grantor on, prior to or
promptly after such exercise of the Administrative Agent’s intent to exercise
its corresponding rights under this Section 5.2; provided,however, that the failure of
the Administrative Agent to give notice shall not affect the rights of the
Administrative Agent hereunder and shall not otherwise result in any liability
for the Administrative Agent.




(e)  Upon the
request of the Administrative Agent at any time during the continuance of an
Event of Default, and, to the extent permitted under applicable Requirements of
Law, the Administrative Agent shall have given written notice to the relevant
Grantor on, prior to or promptly after such exercise of the Administrative
Agent’s intent to exercise its corresponding rights under this Section 5.2(provided,however, that the failure to
give notice shall not affect the rights of the Administrative Agent hereunder
and shall not otherwise result in any liability for the Administrative Agent),
each Grantor shall notify Account Debtors that the Accounts or General
Intangibles have been collaterally assigned to the Administrative Agent and that
payments in respect thereof shall be made directly to the Administrative
Agent.  In addition, the Administrative Agent may at any time during
the continuance of an Event of Default enforce such Grantor’s rights against
such Account Debtors and obligors of General Intangibles.




(f)  Anything
herein to the contrary notwithstanding, each Grantor shall remain liable under
each of the Accounts and payments in respect of General Intangibles to observe
and perform all the conditions and obligations to be observed and performed by
it thereunder, all in accordance with the terms of any agreement giving rise
thereto.  Neither the Administrative Agent nor any other Secured Party
shall have any obligation or liability under any agreement giving rise to an
Account or a payment in respect of a General Intangible by reason of or arising
out of this Agreement or the receipt by the Administrative Agent or any other
Secured Party of any payment relating thereto, and neither the Administrative
Agent nor any other Secured Party be obligated in any manner to perform any
obligation of any Grantor under or pursuant to any agreement giving rise to an
Account or a payment in respect of a General Intangible, to make any payment, to
make any inquiry as to the nature or the sufficiency of any payment received by
it or as to the sufficiency of any performance by any party thereunder, to
present or file any claim, to take any action to enforce any performance or to
collect the payment of any amounts that may have been assigned to it or to which
it may be entitled at any time or times.




-18-


Section
5.3  Pledged
Collateral




(a)  During
the continuance of an Event of Default, upon notice by the Administrative Agent
to the relevant Grantor or Grantors, (i) the Administrative Agent shall
have the right to receive any Proceeds of the Pledged Collateral and to make
application thereof to the Obligations in the order set forth in the Credit
Agreement and (ii) the Administrative Agent or its nominee may exercise
(A) any voting, consent, corporate and other right pertaining to the
Pledged Collateral at any meeting of shareholders, partners or members, as the
case may be, of the relevant issuer or issuers of Pledged Collateral or
otherwise and (B) any right of conversion, exchange and subscription and
any other right, privilege or option pertaining to the Pledged Collateral as if
it were the absolute owner thereof (including the right to exchange at its
discretion any of the Pledged Collateral upon the merger, amalgamation,
consolidation, reorganization, recapitalization or other fundamental change in
the corporate or equivalent structure of any issuer of Pledged Stock, the right
to deposit and deliver any Pledged Collateral with any committee, depositary,
transfer agent, registrar or other designated agency upon such terms and
conditions as the Administrative Agent may reasonably determine), all without
liability except to account for property actually received by it; provided, however, that the
Administrative Agent shall not have any duty to any Grantor to exercise any such
right, privilege or option and the Administrative Agent shall not be responsible
for any failure to do so or delay in so doing.




(b)  In order
to permit the Administrative Agent to exercise the voting and other consensual
rights that it may be entitled to exercise pursuant hereto and to receive all
dividends and other distributions that it may be entitled to receive hereunder,
(i) each Grantor shall promptly execute and deliver (or cause to be
executed and delivered) to Administrative Agent all such proxies, dividend
payment orders and other instruments as the Administrative Agent may from time
to time reasonably request and (ii) without limiting the effect of clause (i)above, such
Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote
all or any part of the Pledged Collateral and to exercise all other rights,
powers, privileges and remedies to which a holder of the Pledged Collateral
would be entitled (including giving or withholding written consents of
shareholders, partners or members, as the case may be, calling special meetings
of shareholders, partners or members, as the case may be, and voting at such
meetings), which proxy shall be effective, automatically and without the
necessity of any action (including any transfer of any Pledged Collateral on the
record books of the issuer thereof) by any other person (including the issuer of
such Pledged Collateral or any officer or agent thereof) during the continuance
of an Event of Default and which proxy shall only terminate upon the payment in
full of the Secured Obligations.




(c)  Each
Grantor hereby expressly authorizes and instructs each issuer of any Pledged
Collateral pledged hereunder by such Grantor to (i) comply with any
instruction received by it from the Administrative Agent in writing that
(A) states that an Event of Default has occurred and is continuing and
(B) is otherwise in accordance with the terms of this Agreement, without
any other or further instructions from such Grantor, and each Grantor agrees
that such issuer shall be fully protected in so complying and (ii) unless
otherwise expressly provided hereby, pay any dividend or other payment with
respect to the Pledged Collateral directly to the Administrative
Agent.




Section
5.4  [Reserved.]




Section
5.5  Registration
Rights




(a)  If the
Administrative Agent shall determine to exercise its rights to sell any the
Pledged Collateral pursuant to Section 5.1 (Code and Other
Remedies), and if in the opinion of the Administrative Agent it is
necessary or advisable to have the Pledged Collateral, or any portion thereof to
be registered under the provisions of the Securities Act, the relevant Grantor
shall cause the issuer thereof to (i) execute and deliver, and cause the
directors and officers of such issuer to execute and deliver, all such





-19-
 instruments
and documents, and do or cause to be done all such other acts as may be, in the
opinion of the Administrative Agent, necessary or advisable to register the
Pledged Collateral, or that portion thereof to be sold, under the provisions of
the Securities Act, (ii) use commercially reasonable efforts to cause the
registration statement relating thereto to become effective and to remain
effective for a period of one year from the date of the first public offering of
the Pledged Collateral, or that portion thereof to be sold and (iii) make
all amendments thereto or to the related prospectus that, in the opinion of the
Administrative Agent, are necessary or advisable, all in conformity with the
requirements of the Securities Act and the rules and regulations of the
Securities and Exchange Commission applicable thereto.  Each Grantor
agrees to cause such issuer to comply with the provisions of the securities or
“Blue Sky” laws of any jurisdiction that the Administrative Agent shall
designate and to make available to its security holders, as soon as practicable,
an earnings statement (which need not be audited) satisfying the provisions of
Section 11(a) of the Securities Act.




(b)  Each
Grantor recognizes that the Administrative Agent may be unable to effect a
public sale of any Pledged Collateral by reason of certain prohibitions
contained in the Securities Act and applicable state securities laws or
otherwise or may determine that a public sale is impracticable or not
commercially reasonable and, accordingly, may resort to one or more private
sales thereof to a restricted group of purchasers that shall be obliged to
agree, among other things, to acquire such securities for their own account for
investment and not with a view to the distribution or resale
thereof.  Each Grantor acknowledges and agrees that any such private
sale may result in prices and other terms less favorable than if such sale were
a public sale and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable
manner.  The Administrative Agent shall be under no obligation to
delay a sale of any Pledged Collateral for the period of time necessary to
permit the issuer thereof to register such securities for public sale under the
Securities Act, or under applicable state securities laws, even if such issuer
would agree to do so.




(c)  Each
Grantor agrees to use commercially reasonable efforts to do or cause to be done
all such other acts as may be necessary to make such sale or sales of all or any
portion of the Pledged Collateral pursuant to this Section 5.5valid and binding
and in compliance with all other applicable Requirements of Law.  Each
Grantor further agrees that a breach of any covenant contained in this Section 5.5will cause
irreparable injury to the Administrative Agent and other Secured Parties, that
the Administrative Agent and the other Secured Parties have no adequate remedy
at law in respect of such breach and, as a consequence, that each and every
covenant contained in this Section 5.5 shall be
specifically enforceable against such Grantor, and such Grantor hereby waives,
to the fullest extent permitted by law, and agrees not to assert any defense
against an action for specific performance of such covenants except for a
defense that no Event of Default has occurred under the Credit Agreement or that
the Secured Obligations have been paid in full or that such covenants have been
fully performed.




Section
5.6  Deficiency




Each
Grantor shall remain liable for any deficiency if the proceeds of any sale or
other disposition of the Collateral are insufficient to pay the Secured
Obligations and the reasonable fees and out-of-pocket disbursements of any
attorney employed by the Administrative Agent or any other Secured Party to
collect such deficiency.




-20-


ARTICLE
VI




The
Administrative Agent




Section
6.1  Administrative
Agent’s Appointment as Attorney-in-Fact




(a)  Until
such time as all Secured Obligations shall have been paid in full, each Grantor
hereby irrevocably constitutes and appoints the Administrative Agent and any
officer or agent of the Administrative Agent, with full power of substitution,
as its true and lawful attorney-in-fact with full irrevocable power and
authority in the place and stead of such Grantor and in the name of such Grantor
or in its own name, for the purpose of carrying out the terms of this Agreement,
to take any appropriate action and to execute any document or instrument that
may be necessary or desirable to accomplish the purposes of this Agreement, and,
without limiting the generality of the foregoing, each Grantor hereby gives the
Administrative Agent the power and right, on behalf of such Grantor, without
notice to or assent by such Grantor, to do any of the following:




(i)  in the
name of such Grantor or its own name, or otherwise, take possession of and
endorse and collect any check, draft, note, acceptance or other instrument for
the payment of moneys due under any Account or General Intangible or with
respect to any other Collateral and file any claim or take any other action or
proceeding in any court of law or equity or otherwise deemed appropriate by the
Administrative Agent for the purpose of collecting any such moneys due under any
Account or General Intangible or with respect to any other Collateral whenever
payable;




(ii)  in the
case of any Intellectual Property, execute and deliver, and have recorded, any
agreement, instrument, document or paper as the Administrative Agent may request
to evidence the Administrative Agent’s security interests in such Intellectual
Property and the goodwill and General Intangibles of such Grantor relating
thereto or represented thereby;




(iii)  pay or
discharge taxes and Liens levied or placed on or threatened against the
Collateral, effect any repair or pay any insurance called for by the terms of
this Agreement (including all or any part of the premiums therefor and the costs
thereof);




(iv)  execute,
in connection with any sale provided for in Section 5.1 (Code and Other Remedies) or
5.5 (Registration Rights), any
endorsement, assignment or other instrument of conveyance or transfer with
respect to the Collateral; or




(v)  (A) direct
any party liable for any payment under any Collateral to make payment of any
moneys due or to become due thereunder directly to the Administrative Agent or
as the Administrative Agent shall direct, (B) ask or demand for, collect,
and receive payment of and receipt for, any moneys, claims and other amounts due
or to become due at any time in respect of or arising out of any Collateral,
(C) sign and endorse any invoice, freight or express bill, bill of lading,
storage or warehouse receipt, draft against debtors, assignment, verification,
notice and other document in connection with any Collateral, (D) commence
and prosecute any suit, action or proceeding at law or in equity in any court of
competent jurisdiction to collect any Collateral and to enforce any other right
in respect of any Collateral, (E) defend any suit, action or proceeding
brought against such Grantor with respect to any Collateral, (F) settle,
compromise or adjust any such suit, action or proceeding and, in connection
therewith, give such discharges or releases as the Administrative Agent may deem
appropriate, (G) assign any Copyright, Patent or Trademark (along with the
goodwill of the business to which any such Trademark pertains) throughout the
world for such term or terms, on such conditions, and in such manner as the
Administrative





-21-
 Agent
shall in its sole discretion determine, including the execution and filing of
any document necessary to effectuate or record such assignment and
(H) generally, sell, transfer, pledge and make any agreement with respect
to or otherwise deal with any Collateral as fully and completely as though the
Administrative Agent were the absolute owner thereof for all purposes, and do,
at the Administrative Agent’s option and such Grantor’s expense, at any time, or
from time to time, all acts and things that the Administrative Agent deems
necessary to protect, preserve or realize upon the Collateral and the
Administrative Agent’s and the other Secured Parties’ security interests therein
and to effect the intent of this Agreement, all as fully and effectively as such
Grantor might do.




Anything
in this clause (a)
to the contrary notwithstanding, the Administrative Agent agrees that it shall
not exercise any right under the power of attorney provided for in this clause (a) unless an
Event of Default shall be continuing.




(b)  If any
Grantor fails to perform or comply with any of its agreements contained herein,
the Administrative Agent, at its option, but without any obligation so to do,
may perform or comply, or otherwise cause performance or compliance, with such
agreement.




(c)  The
expenses of the Administrative Agent incurred in connection with actions
undertaken as provided in this Section 6.1, together with
interest thereon at a rate per annum equal to the rate per annum at which
interest would then be payable on past due Revolving Loans that are Base Rate
Loans under the Credit Agreement, from the date of payment by the Administrative
Agent to the date reimbursed by the relevant Grantor, shall be payable by such
Grantor to the Administrative Agent on demand.




(d)  Each
Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be
done by virtue hereof.  All powers, authorizations and agencies
contained in this Agreement are coupled with an interest and are irrevocable
until this Agreement is terminated and the security interests created hereby are
released.




Section
6.2  Duty
of Administrative Agent




The
Administrative Agent’s sole duty with respect to the custody, safekeeping and
physical preservation of the Collateral in its possession shall be to deal with
it in the same manner as the Administrative Agent deals with similar property
for its own account.  Neither the Administrative Agent nor any other
Secured Party, nor any of their respective officers, directors, employees or
agents, shall be liable for failure to demand, collect or realize upon any
Collateral or for any delay in doing so or shall be under any obligation to sell
or otherwise dispose of any Collateral upon the request of any Grantor or any
other Person or to take any other action whatsoever with regard to any
Collateral.  The powers conferred on the Administrative Agent
hereunder are solely to protect the Administrative Agent’s interest in the
Collateral and shall not impose any duty upon the Administrative Agent or any
other Secured Party to exercise any such powers.  The Collateral Agent
and the other Secured Parties shall be accountable only for amounts that they
actually receive as a result of the exercise of such powers and neither they nor
any of their respective officers, directors, employees or agents shall be
responsible to any Grantor for any act or failure to act hereunder, except for
their own gross negligence, bad faith or willful misconduct and the gross
negligence, bad faith or willful misconduct of any of their own officers,
directors, employees or agents.




-22-


Section
6.3  Authorization
of Financing Statements




Each
Grantor authorizes the Administrative Agent and its Affiliates, counsel and
other representatives, at any time and from time to time, to file or record
financing statements, amendments to financing statements, and other filing or
recording documents or instruments with respect to the Collateral in such form
and in such offices as the Administrative Agent reasonably determines
appropriate to perfect the security interests of the Administrative Agent under
this Agreement, and such financing statements and amendments may describe the
Collateral covered thereby as “all assets of the debtor”, “all personal property
of the debtor” or words of similar effect.  Each Grantor hereby also
authorizes the Administrative Agent and its Affiliates, counsel and other
representatives, at any time and from time to time, to file continuation
statements with respect to previously filed financing statements.  A
photographic or other reproduction of this Agreement shall be sufficient as a
financing statement or other filing or recording document or instrument for
filing or recording in any jurisdiction.




Section
6.4  Authority
of Administrative Agent




Each
Grantor acknowledges that the rights and responsibilities of the Administrative
Agent under this Agreement with respect to any action taken by it or the
exercise or non-exercise by the Administrative Agent of any option, voting
right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Agreement shall, as between the Administrative
Agent and the other Secured Parties, be governed by the Credit Agreement and by
such other agreements with respect thereto as may exist from time to time among
them, but, as between the Administrative Agent and the Grantors, the
Administrative Agent shall be conclusively presumed to be acting as agent for
the other Secured Parties it represents as collateral agent with full and valid
authority so to act or refrain from acting, and no Grantor shall be under any
obligation, or entitlement, to make any inquiry respecting such
authority.




ARTICLE
VII




Miscellaneous




Section
7.1  Amendments
in Writing




None of
the terms or provisions of this Agreement may be waived, amended, supplemented
or otherwise modified except in accordance with Section 11.1
(Amendments,Waivers,Etc.)
of the Credit Agreement; provided, however, that annexes to this
Agreement may be supplemented (but no existing provisions may be modified and no
Collateral may be released) through Pledge Amendments and Joinder Agreements, in
substantially the form of Annex 1 (Form of Pledge
Amendment) and Annex 2 (Form of Joinder
Agreement), respectively, in each case duly executed by the
Administrative Agent and each Grantor directly affected thereby.




Section
7.2  Notices




All
notices, requests and demands to or upon the Administrative Agent or any Grantor
hereunder shall be effected in the manner provided for in Section 11.8
(Notices,Etc.)of the Credit Agreement; provided, however, that any such
notice, request or demand to or upon any Grantor shall be addressed to the
Borrower’s notice address set forth in such Section 11.8.




-23-


Section
7.3  No
Waiver by Course of Conduct; Cumulative Remedies




Neither
the Administrative Agent nor any other Secured Party shall by any act (except by
a written instrument pursuant to Section 7.1 (Amendments in
Writing)), delay, indulgence, omission or otherwise be deemed to have
waived any right or remedy hereunder or to have acquiesced in any Default or
Event of Default.  No failure to exercise, nor any delay in
exercising, on the part of the Administrative Agent or any other Secured Party,
any right, power or privilege hereunder shall operate as a waiver
thereof.  No single or partial exercise of any right, power or
privilege hereunder shall preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  A waiver by the
Administrative Agent or any other Secured Party of any right or remedy hereunder
on any one occasion shall not be construed as a bar to any right or remedy that
the Administrative Agent or such other Secured Party would otherwise have on any
future occasion.  The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of any
other rights or remedies provided by law.




Section
7.4  Successors
and Assigns




This
Agreement shall be binding upon the successors and assigns of each Grantor and
shall inure to the benefit of the Administrative Agent and each other Secured
Party and their successors and assigns; provided, however, that no Grantor may
assign, transfer or delegate any of its rights or obligations under this
Agreement without the prior written consent of the Administrative Agent, except
pursuant to mergers, liquidations or dissolutions permitted pursuant to Section 8.7 (Restrictions on
Fundamental Changes,Permitted Acquisitions)of the Credit Agreement.




Section
7.5  Counterparts




This
Agreement may be executed by one or more of the parties to this Agreement on any
number of separate counterparts (including by telecopy), 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.  Signature pages may be
detached from multiple counterparts and attached to a single counterpart so that
all signature pages are attached to the same document.  Delivery of an
executed counterpart by telecopy shall be effective as delivery of a manually
executed counterpart.




Section
7.6  Severability




Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.




Section
7.7  Section
Headings




The
Article and Section titles contained in this Agreement are, and shall be,
without substantive meaning or content of any kind whatsoever and are not part
of the agreement of the parties hereto.




Section
7.8  Entire
Agreement




This
Agreement together with the other Loan Documents represents the entire agreement
of the parties and supersedes all prior agreements and understandings relating
to the subject matter hereof.




-24-


Section
7.9  Governing
Law




This
Agreement and the rights and obligations of the parties hereto shall be governed
by, and construed and interpreted in accordance with, the law of the State of
New York.




Section
7.10  Additional
Grantors




If,
pursuant toSection 7.11
(Additional Collateral and Guaranties)of the Credit Agreement, the
Borrower or the Parent shall be required to cause any Subsidiary of the Parent
or any other Person that is not a Grantor to become a Grantor hereunder, such
Subsidiary or other Person shall execute and deliver to the Administrative Agent
a Joinder Agreement substantially in the form of Annex 2 (Form of Joinder
Agreement) and shall thereafter for all purposes be a party hereto and
have the same rights, benefits and obligations as a Grantor party hereto on the
Closing Date.




Section
7.11  Release
of Collateral




(a)  At the
time provided in clause (a)(i) of Section 10.10 (Collateral and
Guaranty Matters) of the Credit Agreement, the Collateral shall be
released from the Lien created hereby and this Agreement and all obligations
(other than those expressly stated to survive such termination) of the
Administrative Agent and each Grantor hereunder shall terminate, all without
delivery of any instrument or performance of any act by any party, and all
rights to the Collateral shall revert to the Grantors.  In accordance
with Section 10.10 of the Credit Agreement, at the request and sole expense of
any Grantor following any such termination, the Administrative Agent shall
deliver to such Grantor any Collateral of such Grantor held by the
Administrative Agent hereunder and execute and deliver to such Grantor such
documents as such Grantor shall reasonably request to evidence such
termination.




(b)  (i) If
any Collateral shall be sold or disposed of by any Grantor in a transaction
permitted by the Credit Agreement (other than to another Grantor), such
Collateral shall be released from the Lien created hereby or (ii) in the event
that all the capital stock of a Grantor shall be so sold or disposed, a Grantor
shall be released from its obligations.  In each case, the
Administrative Agent, at the request and sole expense of the Borrower, shall
execute and deliver to the Borrower all releases or other documents, including,
without limitation, UCC termination statements, reasonably necessary or
desirable for the release of the Lien created hereby on such Collateral or the
release of the obligations of the Grantor, as the case may be; provided, however, that the Borrower
shall have delivered to the Administrative Agent, at least ten Business Days (or
such later date as shall be acceptable to the Administrative Agent) prior to the
date of the proposed release, a written request for release, together with a
certification by the Borrower in form and substance satisfactory to the
Administrative Agent stating that such transaction is in compliance with the
Credit Agreement and the other Loan Documents and including any other
information relating to such transaction as shall be reasonably requested by the
Administrative Agent.




Section
7.12  Reinstatement




Each
Grantor further agrees that, if any payment made by any Loan Party or other
Person and applied to the Obligations is at any time annulled, avoided, set
aside, rescinded, invalidated, declared to be fraudulent or preferential or
otherwise required to be refunded or repaid, or the proceeds of Collateral are
required to be returned by any Secured Party to such Loan Party, its estate,
trustee, receiver or any other party, including any Grantor, under any
bankruptcy law, state or federal law, common law or equitable cause, then, to
the extent of such payment or repayment, any Lien or other Collateral securing
such liability shall be and remain in full force and effect, as fully as if such
payment had never been made or, if prior thereto the Lien granted hereby or
other Collateral securing such liability hereunder shall have been released or
terminated by virtue of such cancellation or surrender), such Lien or other
Collateral shall be





-25-
 reinstated
in full force and effect, and such prior cancellation or surrender shall not
diminish, release, discharge, impair or otherwise affect any Lien or other
Collateral securing the obligations of any Grantor in respect of the amount of
such payment.




Section
7.13  Termination




This
Agreement (other than the reinstatement provisions of Section 7.12 (Reinstatement))
shall terminate (i) upon termination of the Commitments and payment in full in
cash of all Secured Obligations (other than (A) contingent indemnification
obligations and (B) obligations and liabilities under Secured Cash Management
Obligations and Secured Hedging Contract Obligations as to which arrangements
satisfactory to the applicable Secured Party shall have been made) and the
expiration or termination of all Letters of Credit (other than Letters of Credit
as to which other arrangements satisfactory to the Administrative Agent and the
Issuers shall have been made).




[Signature Pages
Follow]




-26-


In witness whereof,
each of the undersigned has caused this Pledge and Security Agreement to be duly
executed and delivered as of the date first above written.




PRESTIGE BRANDS, INC.as GrantorBy:
              /s/
      Peter J. AndersonName:
      Peter J. AndersonTitle:
      Chief Financial Officer




PRESTIGE BRANDS HOLDINGS,
      INC.as GrantorBy:
              /s/
      Peter J. AndersonName:
      Peter J. AndersonTitle:
      Chief Financial OfficerMedtech
      Holdings, Inc.MEDTECH PRODUCTS INC.Prestige
      Services Corp.Prestige
      Brands Holdings, Inc.Prestige Brands
      International, Inc.Prestige
      Personal Care, Inc.Prestige
      Personal Care Holdings, Inc.THE CUTEX COMPANYTHE DENOREX COMPANYTHE SPIC AND SPAN
      COMPANYas
      Grantors  By:
              /s/
      Peter J. AndersonName:
      Peter J. AndersonTitle:
      Chief Financial Officer










[SIGNATURE
PAGE TO PLEDGE AND SECURITY AGREEMENT FOR PRESTIGE'S CREDIT
AGREEMENT]




Accepted
and Agreed


as of the
date first above written:




Bank
of America, N.A.


as Administrative
Agent






By:
              /s/
      Don B. PinzonName:
      Don. B. PinzonTitle:
      Vice President







[SIGNATURE PAGE TO PLEDGE
AND SECURITY AGREEMENT FOR PRESTIGE'S CREDIT
AGREEMENT]