Exhibit 10.1


 





Execution Version




 





AMENDMENT NO. 5


 


AMENDMENT NO. 5,
dated as of March 21, 2018 (this “Amendment”), to the Credit Agreement dated as of January 31, 2012 (as amended
by Amendment No. 1, dated as of February 21, 2013, by Amendment No. 2, dated as of September 3, 2014, Amendment No. 3 dated as
of May 8, 2015, Amendment No. 4 dated as of January 26, 2017 and as further amended, supplemented, amended and restated or otherwise
modified from time to time) (the “Credit Agreement”) among PRESTIGE BRANDS HOLDINGS, INC., a Delaware corporation
(“Holdings”), PRESTIGE BRANDS, INC., a Delaware corporation (the “Borrower”), the other Guarantors
from time to time party thereto, each lender from time to time party thereto (collectively, the “Lenders” and
individually, a “Lender”), BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative
Agent”) and the other Agents named therein. Capitalized terms used and not otherwise defined herein shall have the meanings
assigned to them in the Credit Agreement. The Credit Agreement after giving effect to this Amendment is referred to as the “Amended
Credit Agreement”.


 


WHEREAS, pursuant to
Section 10.01 of the Credit Agreement, the Borrower, Term B-4 Lenders constituting the Required Lenders and the Administrative
Agent desire to enter into this Amendment to effectuate certain amendments to the Credit Agreement;


 


WHEREAS,
each Term B-4 Lender under the Credit Agreement immediately prior to giving effect to the effectiveness of this Amendment (an “Existing
Term B-4 Lender”) that (x) has executed a consent to this Amendment in substantially the form attached to this Amendment
as Exhibit C (a “Consent”) or (y) indicates its affirmative consent online in accordance with instructions
in a posting memorandum to the Existing Term B-4 Lenders will be deemed to have consented to this Amendment, to have agreed to
all of the amendments to the Credit Agreement set forth in this Amendment and to have instructed the Administrative Agent to enter
into and consent to this Amendment on behalf of such Existing Term B-4 Lender (each such Existing Term B-4 Lender that has so taken
the actions in clause (x) or (y), a “Consenting Term B-4 Lender”);


 


WHEREAS, each Existing
Term B-4 Lender that does not constitute a Consenting Term B-4 Lender or has checked box C on its Consent will be deemed to have
not agreed to this Amendment and shall constitute a “Non-Consenting Lender” under the Credit Agreement (each such Non-Consenting
Lender, a “Non-Consenting Existing Term B-4 Lender”), and each Non-Consenting Existing Term B-4 Lender shall
be subject to the mandatory assignment provisions of Section 3.07 of the Amended Credit Agreement (it being understood that the
Term B-4 Loans of the Non-Consenting Existing Term B-4 Lenders will be assigned to the Morgan Stanley Senior Funding, Inc. (“MSSF”)
or MSSF’s designee (MSSF or any such designee in such capacity, the “New Term B-4 Lender”) in accordance
with Section 3.07(d) of the Amended Credit Agreement);


 


WHEREAS, the Borrower
shall pay to each Term Lender immediately prior to the effectiveness of this Amendment all accrued and unpaid interest on its Term
B-4 Loans to, but not including, the Amendment No. 5 Effective Date;


 






     


     


    

 


WHEREAS,
Holdings has engaged MSSF, Barclays Bank PLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and RBC Capital Markets1
to act as joint lead arrangers and joint bookrunners hereunder (the “Amendment No. 5 Arrangers”);


 


NOW, THEREFORE, in consideration
of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:


 


Section 1. Amendments
and Consents.


 


Effective as of the Amendment
No. 5 Effective Date, the Credit Agreement is hereby amended or consented to as follows:


 


(a) The following defined
terms shall be added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:


 


(i) “Amendment
No. 5” means Amendment No. 5 to this Agreement dated as of March 21, 2018 among the Loan Parties, the Administrative
Agent and the New Term B-4 Lender.


 


(ii) “Amendment
No. 5 Effective Date” means March 21, 2018, the date on which all conditions precedent set forth in Section 4
of Amendment No. 5 are satisfied.


 


(iii) “Benefit
Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA,
(b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section
3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit
plan” or “plan”.


 


(iv)
“Consenting Non-Cashless Roll Lender” has the meaning set forth in Amendment No. 5.


 


(v) “New
Term B-4 Lender” has the meaning set forth in Amendment No. 5.


 


(vi) “Non-Consenting
Existing Term B-4 Lender” has the meaning set forth in Amendment No. 5.


 


(vii) “Other
Non-Consenting Lender Assignment Documentation” has the meaning set forth in Section 3.07(b).


 





 



1
RBC Capital Markets is a brand name for the capital markets activities of Royal Bank of Canada and its affiliates.


 






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(viii) “PTE”
means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from
time to time.


 


(ix) “Purchase
Price” has the meaning set forth in Section 3.07(b).


 


(b) The definition of
“Agreement” in Section 1.01 of the Credit Agreement is hereby amended by deleting “and Amendment No. 4”
and replacing it with “, Amendment No. 4 and Amendment No. 5”


 


(c) The definition of
“Applicable Rate” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“Applicable Rate”
means a percentage per annum equal to (A) for Eurocurrency Rate Loans 2.00% and (B) for Base Rate Loans, 1.00%


 


(d) The definition of
“Base Rate” in Section 1.01 of the Credit Agreement is hereby amended by deleting “1.75%” in the proviso
to the first sentence thereof and replacing it with “1.00%”.


 


(e) The definition of
“ERISA” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:


 


“ERISA” means
the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.


 


(f) The definition of
“Eurocurrency Rate” in Section 1.01 of the Credit Agreement is hereby amended by deleting “0.75%” in the
proviso and replacing it with “0.00%”


 


(g) Section 2.05(a)(vi)
of the Credit Agreement shall be amended by (A) adding, immediately following the words “in the event that,” in such
Section the following: “following the Amendment No. 5 Effective Date and” and (B) replacing the reference to “Amendment
No. 4 Effective Date” in such Section to “Amendment No. 5 Effective Date”.


 


(h) Section 3.07(a) of
the Credit Agreement is hereby amended by (A) adding, immediately after the text “ten (10) Business Days’” the
following: “(or such shorter amount of time as is reasonably acceptable to the Administrative Agent)” and (B) adding
immediately after the text “prior written notice to the Administrative Agent and such Lender” the following: (provided
that it is understood that the Administrative Agent shall have authority to waive the requirement of such prior written notice)”.


 


(i) Section 3.07(b) of
the Credit Agreement is hereby replaced in its entirety with the following:


 






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(b) Any Lender being replaced pursuant
to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption (or such other documentation with respect
to such assignment as is reasonably acceptable to the Administrative Agent (the “Other Non-Consenting Lender Assignment
Documentation”) with respect to such Lender’s applicable Commitment and outstanding Loans (and the Administrative
Agent hereby agrees that Amendment No. 5 (executed by all parties thereto) itself constitutes Other Non-Consenting Lender Assignment
Documentation acceptable to the Administrative Agent with respect to the assignment of any Non-Consenting Term B-4 Loans to the
New Term B-4 Lender) and (ii) deliver any Term Notes evidencing such Loans to the Borrower or Administrative Agent. Upon (x) the
payment in full by the Borrower or the assignee Lender of all obligations of the Borrower owing to the assigning Lender (including
without limitation any accrued and unpaid interest) relating to the Loans, Commitments and participations so assigned (the amount
referred to in this clause (x), as to any assigning Lender, constitutes the “Purchase Price” with respect to
such assigning Lender), (y) the execution by the Borrower and the assignee Lender of the Assignment and Assumption or Other Non-Consenting
Lender Assignment Documentation relating to such assignment by the assigning Lender in question to the assignee Lender in question,
whether or not the assigning Lender shall have executed such Assignment and Assumption or Other Non-Consenting Lender Assignment
Documentation, and (z) if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Term Note or
Term Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to
constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification
provisions under this Agreement, which shall survive as to such assigning Lender.


 


(j) Section 10.07(b)(i)(A)
of the Credit Agreement is hereby amended by deleting the word “or” prior to clause (vii) of the proviso of such section
and replacing it with a comma and adding immediately prior to the semicolon therein “or (viii) prior to the date that is
90 days after the Amendment No. 5 Effective Date, any assignment made by the New Term B-4 Lender or any of its Affiliates of any
Term B-4 Loan that was held by a Non-Consenting Existing Term B-4 Lender or a Consenting Non-Cashless Roll Lender”.


 


(k) Section 10.07(b)(i)(B)
of the Credit Agreement is hereby amended by deleting the word “and” prior to clause (iv) of the proviso of such section
and replacing it with a comma and adding immediately prior to the period therein “or (v) prior to the date that is 90 days
after the Amendment No. 5 Effective Date, any assignment made by the New Term B-4 Lender or any of its Affiliates of any Term B-4
Loan that was held by a Non-Consenting Existing Term B-4 Lender or a Consenting Non-Cashless Roll Lender”.


 


(l) Section 10.07(b)(ii)(C)
of the Credit Agreement is hereby amended by adding the following at the end of such section “; provided further that
the requirements of this Section 10.07(b)(ii)(C) shall not apply to any assignment made by the New Term B-4 Lender or any of its
Affiliates prior to the date that is 90 days after the Amendment No. 5 Effective Date of any Term B-4 Loan that was held by a Non-Consenting
Existing Term B-4 Lender or a Consenting Non-Cashless Roll Lender.”


 






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(m) Section 10.07(b)(ii)(D)
of the Credit Agreement is hereby amended by adding the following at the end of such section “; provided further that
the $3,500 fee referred to in this Section 10.07(b)(ii)(D) shall not apply to any assignment made by the New Term B-4 Lender or
any of its Affiliates prior to the date that is 90 days (or such greater number of days as is reasonably acceptable to the Administrative
Agent) after the Amendment No. 5 Effective Date of any Term B-4 Loan that was held by a Non-Consenting Existing Term B-4 Lender
or a Consenting Non-Cashless Roll Lender.”


 


(n) The Administrative
Agent hereby consents to the New Term B-4 Lender becoming a Lender under the Credit Agreement, and the Borrower and the Administrative
Agent hereby agree that the New Term B-4 Lender shall constitute an Eligible Assignee for all purposes of the assignment of any
Term B-4 Loans by any Non-Consenting Existing Term B-4 Lender or any Consenting Non-Cashless Roll Lender (as defined below).


 


(o) Each Term Lender
executing a Consent hereby waives any compensation it may be otherwise due under Section 3.05 of the Credit Agreement due solely
to the prepayment of accrued interest on the Term B-4 Loans on the Amendment No. 5 Effective Date.


 


(p)
Notwithstanding anything contained in the Loan Documents, with respect to any prepayment of Loans on the Amendment No. 5 Effective
Date only, the Borrower, the Administrative Agent and the New Term B-4 Lender may jointly determine to allow the Term B-4 Loans
of Non-Consenting Existing Term B-4 Lenders and/or Consenting Non-Cashless Roll Lenders to be prepaid without prepaying
Term B-4 Loans of Consenting Lenders on a ratable basis (or at all).


 


(q) Article IX of the
Credit Agreement is hereby amended by adding the following as Section 9.13:


 


Section 9.13 ERISA Matters.


 


(a) Each Lender (other
than any Lender that became a Lender prior to the Amendment No. 5 Effective Date and has not delivered a Consent (as defined in
Amendment No. 5)) (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, each Agent and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any
other Loan Party, that at least one of the following is and will be true:


 


(i) such
Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of
ERISA) of one or more Benefit Plans in connection with the Loans or the Commitments;


 






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(ii) the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by
independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company
general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Commitments and this Agreement;


 


(iii) (A)
such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI
of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,
participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in,
administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b)
through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part
I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance
of the Loans, the Commitments and this Agreement; or


 


(iv) such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.


 


(b) In addition, unless
sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another
representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further
(x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such
Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, each Agent
and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party,
that:


 


(i) none
of the Agents or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection
with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents
related to hereto or thereto);


 


(ii) the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21)
and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management
or control, total assets of at least $50 million, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E);


 






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(iii) the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Commitments and this Agreement is capable of evaluating investment risks independently, both
in general and with regard to particular transactions and investment strategies (including in respect of the Obligations);


 


(iv) the
Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect
to the Loans, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions
hereunder, and


 


(v) no fee
or other compensation is being paid directly to any Agent or any of their respective Affiliates for investment advice (as opposed
to other services) in connection with the Loans, the Commitments or this Agreement.


 


(c) Each Agent hereby
informs the Lenders that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary
capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions
contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the
Loans, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans or the Commitments for an amount
less than the amount being paid for an interest in the Loans or the Commitments by such Lender or (iii) may receive fees or other
payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees,
commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent
or collateral agent fees, utilization fees, minimum usage fees fronting fees, deal-away or alternate transaction fees, amendment
fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar
to the foregoing.


 


Section 2. Representations
and Warranties.


 


The Borrower and each
Subsidiary Guarantor represents and warrants to the Lenders as of the date hereof and the Amendment No. 5 Effective Date that:


 


(a) Before and after
giving effect to this Amendment, the representations and warranties of the Borrower and each Subsidiary Guarantor contained in
Article V of the Credit Agreement or any other Loan Document shall be true and correct in all material respects on and as of the
date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties
expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date;
provided, further, that, any representation and warranty that is qualified as to “materiality,” “Material
Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects
on such respective date.


 






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(b) At the time of and
after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.


 


Section
3. Assignments and Adjustments to Loans.


 


(a) The Administrative
Agent hereby waives the requirement of prior written notice of any assignment occurring pursuant to Section 3.07 of the Amended
Credit Agreement on the Amendment No. 5 Effective Date of any Term B-4 Loan of any Non-Consenting Existing Term B-4 Lender.


 


(b) The Borrower hereby
exercises its right pursuant to Section 3.07 of the Amended Credit Agreement to require each Non-Consenting Existing Term B-4 Lender
assign to the New Term B-4 Lender all of the Term B-4 Loans of such Non-Consenting Existing Term B-4 Lender on the Amendment No.
5 Effective Date. The Purchase Price (as defined in the Amended Credit Agreement) in respect of such assignment by such Non-Consenting
Existing Term B-4 Lender is referred to as the “Amendment No. 5 Purchase Price” of such Non-Consenting Existing
Term B-4 Lender. This Amendment shall constitute the Other Non-Consenting Lender Assignment Documentation referred to in Section
3.07 of the Amended Credit Agreement with respect the assignment of the Term B-4 Loans of each Non-Consenting Existing Term B-4
Lender.


 


(c) On the Amendment
No. 5 Effective Date, the New Term B-4 Lender shall pay in cash to each Non-Consenting Existing Term B-4 Lender such Non-Consenting
Existing Term B-4 Lender’s Amendment No. 5 Purchase Price.


 


(d) Each Non-Consenting
Existing Term B-4 Lender, upon receipt of such Non-Consenting Existing Term B-4 Lender’s Amendment No. 5 Purchase Price shall
(x) be deemed to have assigned and sold its Term B-4 Loans to the New Term B-4 Lender (and accordingly no action by such Non-Consenting
Existing Term B-4 Lender shall be required to effectuate such assignment) as of the Amendment No. 5 Effective Date and (y) cease
to be a Lender as of the Amendment No. 5 Effective Date, except with respect to indemnification provisions under this Agreement,
which shall survive as to such assigning Non-Consenting Existing Term B-4 Lender.


 


(e) The New Term B-4
Lender hereby agrees to acquire, as assignee from each Non-Consenting Existing Term B-4 Lender, the Term B-4 Loans of such Non-Consenting
Existing Term B-4 Lender.


 


(f) The transactions
described in this Section 3 shall be deemed to satisfy the requirements of Section 3.07 of the Credit Agreement, and each of the
parties hereto agrees that the New Term B-4 Lender (and its assignees under Section 10.07 of the Credit Agreement), in their capacities
as such, shall have all the rights and obligations of a Term B-4 Lender under the Credit Agreement and each other Loan Document.


 






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(g) The Administrative
Agent hereby waives any assignment fee that may be payable to it in connection with the assignment of the Term B-4 Loans of Non-Consenting
Existing Term B-4 Lenders or of any Consenting Non-Cashless Roll Lender occurring on the Amendment No. 5 Effective Date pursuant
to this Section 3.


 


(h) Following the assignment
by the Non-Consenting Existing Term B-4 Lenders to the New Term B-4 Lender of the Term B-4 Loans of the Non-Consenting Existing
Term B-4 Lenders as contemplated clauses (a) through (f) above, for the avoidance of doubt, it is agreed that each assignment by
the New Term B-4 Lender of such Term B-4 Loans shall be effectuated by an Assignment and Assumption (but it is understood that
the consents otherwise required with respect to such Assignment and Assumption shall not be required due to the amendments to the
Credit Agreement effectuated under Section 1(j), 1(k) and 1(l) above). Upon any such assignment of any such Term B-4 Loan as contemplated
by the immediately preceding sentence, the New Term B-4 Lender agrees to notify (or cause any service company that may effectuate
such assignment to notify) the Administrative Agent of such assignment and the Administrative Agent shall be entitled to rely on
the information of such notice for all purposes of the Loan Documents without independent verification thereof.


 


(i)
Solely for purposes of facilitating certain Consenting Term B-4 Lenders, any Consenting Term B-4 Lender that shall have
checked “Consent to Amendment on a Paydown and Reallocate basis” on its Consent (each, a “Consenting Non-Cashless
Roll Lender”) shall be temporarily replaced and the Term B-4 Loans held by such Consenting Non-Cashless Roll Lender shall
be purchased by and assigned to the New Term B-4 Lender upon the New Term B-4 Lender’s execution of this Amendment and payment
by the New Term B-4 Lender of an amount equal to the principal amount of such Term B-4 Loans (and for the avoidance of doubt, all
unpaid interest accrued prior to the Amendment No. 5 Effective Date with respect to the Term B-4 Loans of such Consenting Non-Cashless
Roll Lender shall be for the account of such Consenting Non-Cashless Roll Lender and be paid by the Borrower in accordance with
Section 4(b) below). For the avoidance of doubt, the aggregate principal amount of all Term B-4 Loans of the Consenting Non-Cashless
Roll Lenders being so assigned to the New Term B-4 Lender on the Amendment No. 5 Effective Date is equal to $35,884,547.65. Such
Consenting Non-Cashless Roll Lender shall thereafter repurchase from the New Term B-4 Lender, on a date designated by the New Term
B-4 Lender and communicated to such Consenting Non-Cashless Roll Lender, a Term B-4 Loan in a principal amount equal to the principal
amount of the Term B-4 Loan assigned by such Consenting Non-Cashless Roll Lender to the New Term B-4 Lender (or such lesser principal
amount as so allocated by the New Term B-4 Lender), at a purchase price equal to par plus accrued and unpaid interest thereon from
and including the Amendment No. 5 Effective Date through but excluding the date of such repurchase, pursuant to an Assignment and
Assumption (but it is understood that the otherwise required consents with respect to such Assignment and Assumption shall not
be required due to the amendments to the Credit Agreement effectuated under Section 1(j), 1(k) and 1(l) above, and that such Assignment
and Assumption shall not be required to be signed by such Consenting Non-Cashless Roll Lender). The New Term B-4 Lender hereby
agrees to acquire (in the manner set forth above), as assignee from each Consenting Non-Cashless Roll Lender the Term B-4 Loans
of such Consenting Non-Cashless Roll Lender. The Required Lenders, the Administrative Agent, the New Term B-4 Lender and the Consenting
Non-Cashless Roll Lenders hereby consent to all the actions taken pursuant to this Section 3(h) (and each Non-Cashless Roll Lender
hereby agrees it will not contest its obligation to purchase Term B-4 Loans from the New Term B-4 Lender as set forth above), notwithstanding
anything to the contrary contained in any Loan Document, and agree that no further consent of any party is needed to effectuate
the transactions set forth in this Section 3(h). The New Term B-4 Lender agrees to notify (or cause any service company that may
effectuate such assignment to notify) the Administrative Agent of such repurchase by any such Consenting Non-Cashless Roll Lender
and the Administrative Agent shall be entitled to rely on the information of such notice for all purposes of the Loan Documents
without independent verification thereof.


 






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(j)
The parties hereto waive any notice requirement under Section 2.05(a) of the Credit Agreement with respect to any prepayment
of Term Loans made on the Amendment No. 5 Effective Date.


 


Section 4. Conditions
to Effectiveness.


 


This Amendment shall
become effective (the “Amendment No. 5 Effective Date”) on the date on which each of the following conditions
is satisfied:


 


(a) The Administrative
Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly
by originals) unless otherwise specified:


 


(1) counterparts
of this Amendment executed by (A) each Loan Party, (B) the Administrative Agent, (C) the Required Lenders and (D) the New Term
B-4 Lender;


 


(2) an opinion
of Kirkland & Ellis LLP, New York counsel to the Loan Parties, dated the Amendment No. 5 Effective Date and addressed to the
Amendment No. 5 Arrangers, the Administrative Agent and the Lenders, substantially in the form previously provided to the Administrative
Agent;


 


(3) (A) a certificate
as to the good standing of each Loan Party as of a recent date, from the Secretary of State of the state of its organization or
a similar Governmental Authority and (B) a certificate of a Responsible Officer of each Loan Party dated the Amendment No. 5 Effective
Date and certifying (I) to the effect that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation
or organization such Loan Party certified as of a recent date by the Secretary of State of the state of its organization, or in
the alternative, certifying that such certificate or articles of incorporation or organization have not been amended since the
Amendment No. 4 Effective Date, and that such certificate or articles are in full force and effect, (x) attached thereto is a true
and complete copy of the by-laws or operating agreements of each Loan Party as in effect on the Amendment No. 5 Effective Date,
or in the alternative, certifying that such by-laws or operating agreements have not been amended since the Amendment No. 4 Effective
Date and (y) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors, board of managers
or member, as the case may be, of each Loan Party authorizing the execution, delivery and performance of the Loan Documents to
which such Loan Party is a party, and that such resolutions have not been modified, rescinded or amended and are in full force
and effect, or in the alternative, certifying that such resolutions have not been amended since the Amendment No. 4 Effective Date
and (II) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of any Loan Party and
signed by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant
to this clause (B) or in the alternative, certifying that the incumbency and specimen signature for each officer executing any
Loan Document on behalf of any Loan Party has not changed since the Amendment No. 4 Effective Date; and


 



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(4) a certificate
signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (d)
and (e) of this Section 4.


 


(b) The Borrower shall
have paid to the Administrative Agent, for the ratable account of the Term Lenders immediately prior to the Amendment No. 5 Effective
Date, all accrued and unpaid interest on the Term B-4 Loans to, but not including, the Amendment No. 5 Effective Date on the Amendment
No. 5 Effective Date.


 


(c) All fees and expenses
due to the Administrative Agent, the applicable Amendment No. 5 Arranger and the Lenders (including, without limitation, pursuant
to Section 5 hereof) required to be paid on the Amendment No. 5 Effective Date shall have been paid.


 


(d) No Default shall
exist, or would result from the Amendment and related Credit Extension or from the application of the proceeds therefrom.


 


(e) The representations
and warranties of the Borrower and each Subsidiary Guarantor contained in Article V of the Credit Agreement and Section 2 of this
Amendment or any other Loan Document shall be true and correct in all material respects on and as of the date hereof with the same
effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier
date, in which case they shall be true and correct in all material respects as of such earlier date; provided, further,
that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect”
or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective
date.


 


(f) To the extent reasonably
requested by the New Term B-4 Lender in writing not less than five (5) Business Days prior to the Amendment No. 5 Effective Date,
the Administrative Agent shall have received, prior to the effectiveness of this Amendment, all documentation and other information
with respect to the Borrower required by regulatory authorities under applicable “know-your-customer” and anti-money
laundering rules and regulations, including without limitation the PATRIOT Act.


 


Notwithstanding the
foregoing, the amendments to Section 3.07 set forth in Section 2(g) and 2(h) hereof shall be effective immediately upon the receipt
by the Administrative Agent of Consents from the Required Lenders and signature pages to this Amendment from the Administrative
Agent and the Loan Parties.


 


Section 5. Expenses.


 


The Borrower agrees to
reimburse the Administrative Agent for its reasonable and documented out-of-pocket expenses incurred by them in connection with
this Amendment, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel llp,
counsel for the Administrative Agent and the Amendment No. 5 Arrangers.


 


Section 6. Counterparts.


 


This Amendment may be
executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed
and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery
of an executed counterpart of a signature page of this Amendment by facsimile transmission or electronic transmission shall be
effective as delivery of a manually executed counterpart hereof.


 


Section 7. Governing
Law and Waiver of Right to Trial by Jury.


 


THIS AMENDMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The jurisdiction and waiver of right to trial
by jury provisions in Section 10.15 and 10.16 of the Credit Agreement are incorporated herein by reference mutatis mutandis.


 


Section 8. Headings.


 


The headings of this
Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.


 


Section 9. Reaffirmation.


 


Each Loan Party hereby
expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained
in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after
giving effect to this Amendment and the transactions contemplated hereby and (ii) its guarantee of the Obligations under the Guaranty,
as applicable, and its grant of Liens on the Collateral to secure the Obligations pursuant to the Collateral Documents.


 






    11 


     


    

 


Section 10. Effect
of Amendment.


 


Except as expressly set
forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the
rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify,
amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement
or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects
and shall continue in full force and effect. For the avoidance of doubt, on and after the Amendment No. 5 Effective Date, this
Amendment shall for all purposes constitute a Refinancing Amendment and Loan Document. The parties hereto acknowledge and agree
that the amendment of the Credit Agreement pursuant to this Amendment and all other Loan Documents amended and/or executed and
delivered in connection herewith shall not constitute a novation of the Credit Agreement and the other Loan Documents as in effect
prior to the Amendment No. 5 Effective Date.


 


Section 11. Certain
Tax Matters.


 


After the Amendment No.
5 Effective Date, the parties hereto shall continue to treat all of the Term B-4 Loans as (i) one fungible tranche for U.S. federal
income tax purposes and (ii) non-grandfathered obligations for purposes of FATCA.


 






    12 


     


    

 





IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed as of the date first above written.


 


	 	PRESTIGE BRANDS HOLDINGS, INC.,2
	 	as Holdings and a Guarantor
	 	 
	 	 
	 	By:	/s/ William P’Pool
	 	 	Name: 	William P’Pool
	 	 	Title:	Vice President and Secretary
	 	 	 	 
	 	 	 	 
	 	PRESTIGE BRANDS, INC.,
	 	as Borrower
	 	 
	 	 
	 	By:	/s/ William
    P’Pool
	 	 	Name: 	William P’Pool
	 	 	Title:	Senior Vice President, General Counsel and Corporate Secretary


 





 



2
A Delaware corporation.


  




    
[SIGNATURE PAGE TO AMENDMENT NO. 5]



     


    

 


	 	BLACKSMITH BRANDS, INC.
	 	C.B. FLEET TOPCO, LLC
	 	DENTEK HOLDINGS, INC. 
	 	DENTEK ORAL CARE, INC. 
	 	INSIGHT PHARMACEUTICALS LLC
	 	MEDTECH HOLDINGS, INC.
	 	MEDTECH PERSONAL PRODUCTS CORPORATION 
	 	PRESTIGE BRANDS HOLDINGS, INC. 3
	 	PRESTIGE BRANDS INTERNATIONAL, INC.
	 	PRESTIGE SERVICES CORP.
	 	THE SPIC AND SPAN COMPANY, as Subsidiary Guarantors





	 	By:	/s/ William P’Pool
	 	 	Name:	William P’Pool
	 	 	Title:	Vice President and Secretary


 


	 	MEDTECH PRODUCTS INC.
	 	INSIGHT PHARMACEUTICALS CORPORATION
	 	as Subsidiary Guarantors
	 	 	 	 
	 	By:	/s/ William P’Pool
	 	 	Name:	William P’Pool
	 	 	Title:	Senior Vice President, General Counsel 

and Corporate Secretary


 





 



3
A Virginia Corporation


 






    
[SIGNATURE PAGE TO AMENDMENT NO. 5]



     


    

 


	 	C. B. FLEET COMPANY, INCORPORATED
	 	C. B. FLEET HOLDING COMPANY, INCORPORATED
	 	C. B. FLEET, INTERNATIONAL, INC.
	 	C.B. FLEET HOLDCO, LLC
	 	C.B. FLEET INVESTMENT CORPORATION
	 	C.B. FLEET, LLC
	 	PEAKS HBC COMPANY, INC.
	 	as Subsidiary Guarantors


 


	 	By:	/s/ William P’Pool
	 	 	Name: 	William P’Pool
	 	 	Title:	Secretary


 




    
[SIGNATURE PAGE TO AMENDMENT NO. 5]



     


    




 


	 	MEDTECH ONLINE, INC.
	 	as a Subsidiary Guarantor
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Ronald M. Lombardi
	 	 	Name:	Ronald M. Lombardi
	 	 	Title:	President


 






    
[SIGNATURE PAGE TO AMENDMENT NO. 5]



     


    




 


	 	BARCLAYS BANK PLC, as Administrative Agent
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Ronnie Glenn
	 	 	Name:	Ronnie Glenn
	 	 	Title:	Director



 



    
[SIGNATURE PAGE TO AMENDMENT NO. 5]



     


    

 


 


	 	Morgan Stanley Senior Funding, Inc., as New Term B-4 Lender
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Brendan MacBride
	 	 	Name:	Brendan MacBride
	 	 	Title:	Authorized Signatory


  




    
[SIGNATURE PAGE TO AMENDMENT NO. 5]



     


    

 


Lender Consents on file with the Administrative
Agent.


 




    
[SIGNATURE PAGE TO AMENDMENT NO. 5]



     


    

 


EXHIBIT C


 


CONSENT TO AMENDMENT NO. 5


 


CONSENT
(this “Consent”) to AMENDMENT NO. 5 (the “Amendment”) to the Credit Agreement dated
as of January 31, 2012 (as amended by Amendment No. 1, dated as of February 21, 2013, by Amendment No. 2, dated as of September
3, 2014, Amendment No. 3, dated as of May 8, 2015, Amendment No. 4, dated as of January 26, 2017 and as further amended, supplemented,
amended and restated or otherwise modified from time to time,the “Credit Agreement”) among PRESTIGE BRANDS HOLDINGS,
INC., a Delaware corporation (“Holdings”), PRESTIGE BRANDS, INC., a Delaware corporation (the “Borrower”),
the other Guarantors from time to time party thereto, each lender from time to time party thereto (collectively, the “Lenders”
and individually, a “Lender”), BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative
Agent”) and the other Agents named therein.


 


 


Please select Column A, B or C, as appropriate,
and then complete and execute the signature block below.


 


	A	B	C
	Consent to Amendment on a 

“Cashless Roll” basis	Consent to Amendment on 

a Paydown and Reallocate basis	Decline Consent
	 ̈	 ̈	 ̈








 





	 	 
	 	(Name of institution)


 


	 	By:	 
	 	 	Name: 	 
	 	 	Title:	 


 





	 	[If a second signature block is required by the financial institution:
	 	 	 	 
	 	By:	
	 	 	Name: 	 
	 	 	Title:	]







 






    
[Consent to Amendment No. 5 to Credit Agreement]



     


    

 







	 	Principal Amount of Existing Term B-4 Loans: $ 
	 	____
	 	____







 






    [SIGNATURE PAGE TO AMENDMENT NO. 5]