guaranty.htm


    Exhibit 10.3

     

    Execution Version

     

    Guaranty

     

    Guaranty,
dated as of March 24, 2010, by Prestige Brands
Holdings, Inc., a Delaware
corporation (the “Parent”), and each of the
other entities listed on the signature pages hereof or that becomes a party
hereto pursuant to Section 23 (Additional
Guarantors) hereof (collectively, together with the Parent, the “Guarantors” and each,
individually, a “Guarantor” and each Guarantor
other than the Parent and other than any other Person that is the beneficial
owner of all of the Stock of the Borrower (as defined below), a “Subsidiary Guarantor”), in
favor of the Administrative Agent (as defined below), and each other Agent,
Lender, Issuer and each other holder of an Obligation (as each such term is
defined in the Credit Agreement referred to below) (each, a “Guarantied Party” and,
collectively, the “Guarantied
Parties”).

     

    W
i t n e s s e t h:

     

    Whereas, pursuant to
the Credit Agreement dated as of March 24, 2010 (together with all appendices,
exhibits and schedules thereto and as the same may be amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”;
capitalized terms defined therein and used herein having the meanings given to
them in the Credit Agreement) among Prestige Brands, Inc.
(the “Borrower”), the
Parent, the Lenders and Issuers party thereto, Bank of America, N.A., as
administrative agent for the Lenders and Issuers and collateral agent for the
Secured Parties (in such capacities, the “Administrative Agent”) and
the other parties listed therein, the Lenders and 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 Parent is the
sole stockholder of the Borrower, and each Subsidiary Guarantor is a direct or
indirect Subsidiary of the Parent;

     

    Whereas, each Guarantor
will receive substantial direct and indirect benefits from the making of the
Loans, the issuance of the Letters of Credit and the granting of the other
financial accommodations to the Borrower and the other Loan Parties under the
Credit Agreement; and

     

    Whereas, 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 is
that the Guarantors shall have executed and delivered this Guaranty for the
benefit of the Guarantied Parties;

     

    Now, Therefore, in
consideration of the premises set forth above, the terms and conditions
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

     

    Section
1 Guaranty

     

    (a) To induce
the Lenders to make the Loans and the Issuers to issue Letters of Credit, each
Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as
primary obligor and not merely as surety, the full and punctual payment when
due, whether at stated maturity or earlier, by reason of acceleration, mandatory
prepayment or otherwise in accordance herewith or any other Loan Document, of
all the Obligations, whether or not from time to time reduced or extinguished or
hereafter increased or incurred, whether or not recovery may be or hereafter may
become barred by any statute of limitations, whether or not enforceable as
against the Borrower, whether now or hereafter existing, and 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      GUARANTY

      PRESTIGE BRANDS,
INC.

       

      whether
due or to become due, including principal, interest (including interest at the
contract rate applicable upon default accrued or accruing after the commencement
of any proceeding under the Bankruptcy Code, whether or not such interest is an
allowed claim in such proceeding) and fees and costs of
collection.  This Guaranty constitutes a guaranty of payment and not
of collection.

    

     

    (b) Each
Guarantor further agrees that, if (i) any payment made by Borrower or any
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 (ii) the proceeds of
Collateral are required to be returned by any Guarantied Party to the Borrower,
its estate, trustee, receiver or any other party, including any Guarantor, under
any bankruptcy law, equitable cause or any other Requirement of Law, then, to
the extent of such payment or repayment, any such Guarantor’s liability
hereunder (and 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.  If, prior to any of the foregoing, this Guaranty shall have
been cancelled or surrendered (and if any Lien or other Collateral securing such
Guarantor’s liability hereunder shall have been released or terminated by virtue
of such cancellation or surrender), this Guaranty (and such Lien or other
Collateral) shall be reinstated in full force and effect, and such prior
cancellation or surrender shall not diminish, release, discharge, impair or
otherwise affect the obligations of any such Guarantor in respect of the amount
of such payment (or any Lien or other Collateral securing such
obligation).

     

    Section
2 Limitation
of Guaranty

     

    Any term
or provision of this Guaranty or any other Loan Document to the contrary
notwithstanding, the maximum aggregate amount of the Obligations for which any
Subsidiary Guarantor shall be liable shall not exceed the maximum amount for
which such Subsidiary Guarantor can be liable without rendering this Guaranty or
any other Loan Document, as it relates to such Subsidiary Guarantor, subject to
avoidance under applicable law relating to fraudulent conveyance or fraudulent
transfer (including Section 548 of the Bankruptcy Code or any applicable
provisions of comparable state law) (collectively, “Fraudulent Transfer Laws”),
in each case after giving effect (a) to all other liabilities of such Subsidiary
Guarantor, contingent or otherwise, that are relevant under such Fraudulent
Transfer Laws (specifically excluding, however, any liabilities of such
Subsidiary Guarantor in respect of intercompany Indebtedness to the Borrower to
the extent that such Indebtedness would be discharged in an amount equal to the
amount paid by such Subsidiary Guarantor hereunder) and (b) to the value as
assets of such Subsidiary Guarantor (as determined under the applicable
provisions of such Fraudulent Transfer Laws) of any rights to subrogation,
contribution, reimbursement, indemnity or similar rights held by such Subsidiary
Guarantor pursuant to (i) applicable Requirements of Law, (ii) Section 3 (Contribution) of this
Guaranty or (iii) any other Contractual Obligations providing for an
equitable allocation among such Subsidiary Guarantor and other Subsidiaries or
Affiliates of the Borrower of obligations arising under this Guaranty or other
guaranties of the Obligations by such parties.

     

    Section
3 Contribution

     

    To the
extent that any Subsidiary Guarantor shall be required hereunder to pay a
portion of the Obligations exceeding the greater of (a) the amount of the
economic benefit actually received by such Subsidiary Guarantor from the
Revolving Loans and the Term Loans and (b) the amount such Subsidiary
Guarantor would otherwise have paid if such Subsidiary Guarantor had paid the
aggregate amount of the Obligations (excluding the amount thereof repaid by the
Borrower and the Parent) in the same proportion as such Subsidiary Guarantor’s
net worth at the date enforcement is sought hereunder bears to the aggregate net
worth of all the Subsidiary Guarantors at the date enforcement is sought
hereunder, then such Guarantor shall be reimbursed by such other Subsidiary
Guarantors for the amount

     

    
      
        
        

      

      
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        GUARANTY

        PRESTIGE BRANDS,
INC.

      

       

      of such
excess, pro rata, based on the respective net worths of such other Subsidiary
Guarantors at the date enforcement hereunder is sought.

    

     

    Section
4 Authorization;
Other Agreements

     

    The
Guarantied Parties are hereby authorized, without notice to, or demand upon, any
Guarantor, which notice and demand requirements each are expressly waived hereby
(to the extent permitted by law), and without discharging or otherwise affecting
the obligations of any Guarantor hereunder (which obligations shall remain
absolute and unconditional notwithstanding any such action or omission to act),
from time to time, to do each of the following:

     

    (a) supplement,
renew, extend, accelerate or otherwise change the time for payment of, or other
terms relating to, the Obligations, or any part of them, or otherwise modify,
amend or change the terms of any promissory note or other agreement, document or
instrument (including the other Loan Documents) now or hereafter executed by the
Borrower and delivered to the Guarantied Parties or any of them, including any
increase or decrease of principal or the rate of interest thereon;

     

    (b) waive or
otherwise consent to noncompliance with any provision of any instrument
evidencing the Obligations, or any part thereof, or any other instrument or
agreement in respect of the Obligations (including the other Loan Documents) now
or hereafter executed by the Borrower and delivered to the Guarantied Parties or
any of them;

     

    (c) accept
partial payments on the Obligations;

     

    (d) receive,
take and hold additional security or collateral for the payment of the
Obligations or any part of them and exchange, enforce, waive, substitute,
liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise
alter and release any such additional security or collateral;

     

    (e) settle,
release, compromise, collect or otherwise liquidate the Obligations or accept,
substitute, release, exchange or otherwise alter, affect or impair any security
or collateral for the Obligations or any part of them or any other guaranty
therefor, in any manner;

     

    (f) add,
release or substitute any one or more other guarantors, makers or endorsers of
the Obligations or any part of them and otherwise deal with the Borrower or any
other guarantor, maker or endorser;

     

    (g) apply to
the Obligations any payment or recovery (x) from the Borrower, from any
other guarantor, maker or endorser of the Obligations or any part of them or
(y) from any Guarantor in such order as provided herein, in each case
whether such Obligations are secured or unsecured or guaranteed or not
guaranteed by others;

     

    (h) apply to
the Obligations any payment or recovery from any Guarantor of the Obligations or
any sum realized from security furnished by such Guarantor upon its indebtedness
or obligations to the Guarantied Parties or any of them, in each case whether or
not such indebtedness or obligations relate to the Obligations; and

     

    (i) refund at
any time any payment received by any Guarantied Party in respect of any
Obligation, and payment to such Guarantied Party of the amount so refunded shall
be fully 

     

    
      
        
        

      

      
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        GUARANTY

        PRESTIGE BRANDS,
INC.

      

       

      guaranteed
hereby even though prior thereto this Guaranty shall have been cancelled or
surrendered (or any release or termination of any Collateral by virtue thereof),
and such prior cancellation or surrender shall not diminish, release, discharge,
impair or otherwise affect the obligations of any Guarantor hereunder in respect
of the amount so refunded (and any Collateral so released or terminated shall be
reinstated with respect to such obligations);

    

     

    even if
any right of reimbursement or subrogation or other right or remedy of any
Guarantor is extinguished, affected or impaired by any of the foregoing
(including any election of remedies by reason of any judicial, non-judicial or
other proceeding in respect of the Obligations that impairs any subrogation,
reimbursement or other right of such Guarantor).

     

    Section
5 Guaranty
Absolute and Unconditional

     

    Each
Guarantor hereby waives any defense (other than payment in full) of a surety or
guarantor or any other obligor on any obligations arising in connection with or
in respect of any of the following and hereby agrees that its obligations under
this Guaranty are absolute and unconditional and shall not be discharged or
otherwise affected as a result of any of the following:

     

    (a) the
invalidity or unenforceability of any of the Borrower’s obligations under the
Credit Agreement or any other Loan Document or any other agreement or instrument
relating thereto, or any security for, or other guaranty of the Obligations or
any part of them, or the lack of perfection or continuing perfection or failure
of priority of any security for the Obligations or any part of
them;

     

    (b) the
absence of any attempt to collect the Obligations or any part of them from the
Borrower or other action to enforce the same;

     

    (c) failure
by any Guarantied Party to take any steps to perfect and maintain any Lien on,
or to preserve any rights to, any Collateral;

     

    (d) any
Guarantied Party’s election, in any proceeding instituted under chapter 11 of
the Bankruptcy Code, of the application of Section 1111(b)(2) of the
Bankruptcy Code;

     

    (e) any
borrowing or grant of a Lien by the Borrower, as debtor-in-possession, or
extension of credit, under Section 364 of the Bankruptcy Code;

     

    (f) the
disallowance, under Section 502 of the Bankruptcy Code, of all or any
portion of any Guarantied Party’s claim (or claims) for repayment of the
Obligations;

     

    (g) any use
of cash collateral under Section 363 of the Bankruptcy Code;

     

    (h) any
agreement or stipulation as to the provision of adequate protection in any
bankruptcy proceeding;

     

    (i) the
avoidance of any Lien in favor of the Guarantied Parties or any of them for any
reason;

     

    (j) any
bankruptcy, insolvency, reorganization, arrangement, readjustment of debt,
liquidation or dissolution proceeding commenced by or against the Borrower, any
Guarantor or any of the Parent’s other Subsidiaries, including any discharge of,
or bar or stay against collect-

     

    
      
        
        

      

      
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      GUARANTY

      PRESTIGE BRANDS,
INC.

    

     

    ing, any
Obligation (or any part of them or interest thereon) in or as a result of any
such proceeding;

     

    (k) failure
by any Guarantied Party to file or enforce a claim against the Borrower or its
estate in any bankruptcy or insolvency case or proceeding;

     

    (l) any
action taken by any Guarantied Party if such action is authorized
hereby;

     

    (m) any
election following the occurrence of an Event of Default by any Guarantied Party
to proceed separately against the personal property Collateral in accordance
with such Guarantied Party’s rights under the UCC or, if the Collateral consists
of both personal and real property, to proceed against such personal and real
property in accordance with such Guarantied Party’s rights with respect to such
real property; or

     

    (n) any other
circumstance that might otherwise constitute a legal or equitable discharge or
defense of a surety or guarantor or any other obligor on any obligations, other
than the payment in full of the Obligations.

     

    Section
6 Waivers

     

    Each
Guarantor hereby waives diligence, promptness, presentment, demand for payment
or performance and protest and notice of protest, notice of acceptance and any
other notice in respect of the Obligations or any part of them, and any defense
arising by reason of any disability or other defense of the
Borrower.  Each Guarantor shall not, until the Obligations are
irrevocably paid in full and all Commitments have been terminated, assert any
claim or counterclaim it may have against the Borrower or set off any of its
obligations to the Borrower against any obligations of the Borrower to
it.  In connection with the foregoing, each Guarantor covenants that
its obligations hereunder shall not be discharged, except by complete
performance.

     

    Section
7 Reliance

     

    Each
Guarantor hereby assumes responsibility for keeping itself informed of the
financial condition of the Borrower and any endorser and other guarantor of all
or any part of the Obligations, and of all other circumstances bearing upon the
risk of nonpayment of the Obligations, or any part thereof, that diligent
inquiry would reveal, and each Guarantor hereby agrees that no Guarantied Party
shall have any duty to advise any Guarantor of information known to it regarding
such condition or any such circumstances.  In the event any Guarantied
Party, in its sole discretion, undertakes at any time or from time to time to
provide any such information to any Guarantor, such Guarantied Party shall be
under no obligation (a) to undertake any investigation not a part of its
regular business routine, (b) to disclose any information that such
Guarantied Party, pursuant to accepted or reasonable commercial finance or
banking practices, wishes to maintain confidential or (c) to make any other
or future disclosures of such information or any other information to any
Guarantor.

     

    Section
8 Non-Enforcement
of Subrogation and Contribution Rights

     

    Until the
Obligations have been irrevocably paid in full and all Commitments have been
terminated, the Guarantors shall not enforce or otherwise exercise any right of
subrogation to any of the rights of the Guarantied Parties or any part of them
against the Borrower or any right of reimbursement or contribution or similar
right against the Borrower by reason of this Agreement or by any payment made by
any Guarantor in respect of the Obligations.

     

    
      
        
        

      

      
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      GUARANTY

      PRESTIGE
BRANDS, INC.

    

     

    Section
9 Subordination

     

    Each
Guarantor hereby agrees that any Indebtedness of the Borrower now or hereafter
owing to any Guarantor, whether heretofore, now or hereafter created (the “Guarantor Subordinated
Debt”), is hereby subordinated to all of the Obligations and that, except
as permitted under Section 8.6 (Prepayment and
Cancellation of Indebtedness) of the Credit Agreement, the Guarantor
Subordinated Debt shall not be paid in whole or in part until the Obligations
have been paid in full and this Guaranty is terminated and of no further force
or effect.  No Guarantor shall accept any payment of or on account of
any Guarantor Subordinated Debt at any time in contravention of the
foregoing.  Upon the occurrence and during the continuance of an Event
of Default, the Borrower shall pay to the Administrative Agent any payment of
all or any part of the Guarantor Subordinated Debt and any amount so paid to the
Administrative Agent shall be applied to payment of the Obligations as provided
in Section 9.5
(Application of Proceeds) of the Credit Agreement.  Each
payment on the Guarantor Subordinated Debt received in violation of any of the
provisions hereof shall be deemed to have been received by such Guarantor as
trustee for the Guarantied Parties and shall be paid over to the Administrative
Agent immediately on account of the Obligations, but without otherwise affecting
in any manner such Guarantor’s liability hereof.  Each Guarantor
agrees to file all claims against the Borrower in any bankruptcy or other
proceeding in which the filing of claims is required by law in respect of any
Guarantor Subordinated Debt, and the Administrative Agent shall be entitled to
all of such Guarantor’s rights thereunder.  If for any reason a
Guarantor fails to file such claim at least ten Business Days prior to the last
date on which such claim should be filed, such Guarantor hereby irrevocably
appoints the Administrative Agent as its true and lawful attorney-in-fact and is
hereby authorized to act as attorney-in-fact in such Guarantor’s name to file
such claim or, in the Administrative Agent’s discretion, to assign such claim to
and cause proof of claim to be filed in the name of the Administrative Agent or
its nominee.  In all such cases, whether in administration, bankruptcy
or otherwise, the person or persons authorized to pay such claim shall pay to
the Administrative Agent the full amount payable on the claim in the proceeding,
and, to the full extent necessary for that purpose, each Guarantor hereby
assigns to the Administrative Agent all of such Guarantor’s rights to any
payments or distributions to which such Guarantor otherwise would be
entitled.  If the amount so paid is greater than such Guarantor’s
liability hereunder, the Administrative Agent shall pay the excess amount to the
party entitled thereto.  In addition, each Guarantor hereby
irrevocably appoints the Administrative Agent as its attorney-in-fact to
exercise all of such Guarantor’s voting rights in connection with any bankruptcy
proceeding or any plan for the reorganization of the Borrower.

     

    Section
10 Default;
Remedies

     

    The
obligations of each Guarantor hereunder are independent of and separate from the
Obligations.  If any Obligation is not paid when due, or upon any
Event of Default hereunder or upon any default by the Borrower as provided in
any other instrument or document evidencing all or any part of the Obligations,
the Administrative Agent may, at its sole election, proceed directly and at
once, without notice, against any Guarantor to collect and recover the full
amount or any portion of the Obligations then due, without first proceeding
against the Borrower or any other guarantor of the Obligations, or against any
Collateral under the Loan Documents or joining the Borrower or any other
guarantor in any proceeding against any Guarantor.  At any time after
maturity of the Obligations, the Administrative Agent may (unless the
Obligations have been irrevocably paid in full), without notice to any Guarantor
and regardless of the acceptance of any Collateral for the payment hereof,
appropriate and apply toward the payment of the Obligations (a) any
indebtedness due or to become due from any Guarantied Party to such Guarantor
and (b) any moneys, credits or other property belonging to such Guarantor
at any time held by or coming into the possession of any Guarantied Party or any
of its respective Affiliates.

     

    
      
        
        

      

      
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      GUARANTY

      PRESTIGE
BRANDS, INC.

    

     

    Section
11 Irrevocability

     

    This
Guaranty shall be irrevocable as to the Obligations (or any part thereof) until
the Commitments have been terminated and all monetary Obligations then
outstanding have been paid in full, at which time this Guaranty shall
automatically terminate and be cancelled.  Upon such termination or
cancellation and at the written request of any Guarantor or its successors or
assigns, and at the cost and expense of such Guarantor or its successors or
assigns, the Administrative Agent shall execute in a timely manner a
satisfaction of this Guaranty and such instruments, documents or agreements as
are necessary or desirable to evidence the termination of this
Guaranty.

     

    Section
12 Setoff

     

    Upon the
occurrence and during the continuance of an Event of Default, each Guarantied
Party and each Affiliate of a Guarantied Party may, without notice to any
Guarantor and regardless of the acceptance of any security or collateral for the
payment hereof, appropriate and apply toward the payment of all or any part of
the Obligations (a) any indebtedness due or to become due from such
Guarantied Party or Affiliate to such Guarantor and (b) any moneys, credits
or other property belonging to such Guarantor, at any time held by, or coming
into, the possession of such Guarantied Party or Affiliate.

     

    Section
13 No
Marshalling

     

    Each
Guarantor consents and agrees that no Guarantied Party or Person acting for or
on behalf of any Guarantied Party shall be under any obligation to marshal any
assets in favor of any Guarantor or against or in payment of any or all of the
Obligations.

     

    Section
14 Enforcement;
Amendments; Waivers

     

    No delay
on the part of any Guarantied Party in the exercise of any right or remedy
arising under this Guaranty, the Credit Agreement, any other Loan Document or
otherwise with respect to all or any part of the Obligations, the Collateral or
any other guaranty of or security for all or any part of the Obligations shall
operate as a waiver thereof, and no single or partial exercise by any such
Person of any such right or remedy shall preclude any further exercise
thereof.  No modification or waiver of any provision of this Guaranty
shall be binding upon any Guarantied Party, except as expressly set forth in a
writing duly signed and delivered by the party making such modification or
waiver.  Failure by any Guarantied Party at any time or times
hereafter to require strict performance by the Borrower, any Guarantor, any
other guarantor of all or any part of the Obligations or any other Person of any
provision, warranty, term or condition contained in any Loan Document now or at
any time hereafter executed by any such Persons and delivered to any Guarantied
Party shall not waive, affect or diminish any right of any Guarantied Party at
any time or times hereafter to demand strict performance thereof and such right
shall not be deemed to have been waived by any act or knowledge of any
Guarantied Party, or its respective agents, officers or employees, unless such
waiver is contained in an instrument in writing, directed and delivered to the
Borrower or such Guarantor, as applicable, specifying such waiver, and is signed
by the party or parties necessary to give such waiver under the Credit
Agreement.  No waiver of any Event of Default by any Guarantied Party
shall operate as a waiver of any other Event of Default or the same Event of
Default on a future occasion, and no action by any Guarantied Party permitted
hereunder shall in any way affect or impair any Guarantied Party’s rights and
remedies or the obligations of any Guarantor under this Guaranty.  Any
final, non-appealable determination by a court of competent jurisdiction of the
amount of any principal or interest owing by the Borrower to a Guarantied Party
shall be conclusive and binding on each Guarantor irrespective of whether such
Guarantor was a party to the suit or action in which such determination was
made.

     

    
      
        
        

      

      
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      GUARANTY

      PRESTIGE
BRANDS, INC.

    

     

    Section
15 Successors
and Assigns

     

    This
Guaranty shall be binding upon each Guarantor and upon the successors and
assigns of such Guarantors and shall inure to the benefit of the Guarantied
Parties and their respective successors and assigns; all references herein to
the Borrower and to the Guarantors shall be deemed to include their respective
successors and assigns.  The successors and assigns of the Guarantors
and the Borrower shall include, without limitation, their respective receivers,
trustees and debtors-in-possession.  All references to the singular
shall be deemed to include the plural where the context so
requires.

     

    Section
16 Representations
and Warranties; Covenants

     

    Each
Guarantor hereby (a) represents and warrants that the representations and
warranties as to such Guarantor made by the Borrower in Article IV (Representations and
Warranties) of the Credit Agreement are true and correct on each date as
required by Section 3.2(b)(i) (Conditions
Precedent to Each Loan and Letter of Credit) of the Credit Agreement and
(b) agrees to take, or refrain from taking, as the case may be, each action
necessary to be taken or not taken, as the case may be, so that no Default or
Event of Default is caused by the failure to take such action or to refrain from
taking such action by such Guarantor.

     

    Section
17 Governing
Law

     

    This
Guaranty 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
18 Submission
to Jurisdiction; Service of Process

     

    (a) Any legal
action or proceeding with respect to this Guaranty, and any other Loan Document,
may be brought in the courts of the State of New York located in the Borough and
City of New York or of the United States of America for the Southern District of
New York, and, by execution and delivery of this Agreement, each Guarantor
hereby accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts.  The
parties hereto hereby irrevocably waive any objection, including any objection
to the laying of venue or based on the grounds of forum non conveniens, that any of them
may now or hereafter have to the bringing of any such action or proceeding in
such respective jurisdictions.

     

    (b) Each
party hereto irrevocably consents to service of process in the manner provided
for notices in Section 11.8
(Notices, Etc.) of the Credit Agreement and, in the case of any
Guarantor, to such Guarantor in care of the Borrower.  Nothing in this
Agreement will affect the right of any party hereto to serve process in any
other manner permitted by applicable law.

     

    (c) If for
the purposes of obtaining judgment in any court it is necessary to convert a sum
due hereunder in Dollars into another currency, the parties hereto agree, to the
fullest extent they may effectively do so, that the rate of exchange used shall
be that at which in accordance with normal banking procedures the Administrative
Agent could purchase Dollars with such other currency at the spot rate of
exchange quoted by the Administrative Agent at 11:00 a.m. (New York time)
on the Business Day preceding that on which final judgment is given, for the
purchase of Dollars, for delivery two Business Days thereafter.

     

    
      
        
        

      

      
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      GUARANTY

      PRESTIGE
BRANDS, INC.

    

     

    Section
19 Certain
Terms

     

    The
following rules of interpretation shall apply to this Guaranty: (a) the
terms “herein,” “hereof,” “hereto” and “hereunder” and similar terms
refer to this Guaranty as a whole and not to any particular Article, Section,
subsection or clause in this Guaranty, (b) unless otherwise indicated,
references herein to an Exhibit, Article, Section, subsection or clause refer to
the appropriate Exhibit to, or Article, Section, subsection or clause in this
Guaranty and (c) the term “including” means “including without limitation”
except when used in the computation of time periods.

     

    Section
20 Waiver
of Jury Trial

     

    Each
of the Administrative Agent, the other Guarantied Parties and each Guarantor
irrevocably waives trial by jury in any action or proceeding with respect to
this Guaranty and any other Loan Document.

     

    Section
21 Notices

     

    Any
notice or other communication herein required or permitted shall be given as
provided in Section 11.8
(Notices, Etc.) of the Credit Agreement and, in the case of any
Guarantor, to such Guarantor in care of the Borrower.

     

    Section
22 Severability

     

    Wherever
possible, each provision of this Guaranty shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Guaranty shall be prohibited by or invalid under such law, such provision shall
be ineffective to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of this
Guaranty.

     

    Section
23 Additional
Guarantors

     

    Each of
the Guarantors agrees that, if, pursuant to Section 7.11 (Additional Collateral
and Guaranties) of the Credit Agreement, the Borrower shall be required
to cause any of their respective Subsidiaries that is not a Guarantor to become
a Guarantor hereunder, or if for any reason the Borrower or the Parent desires
any such Subsidiary to become a Guarantor hereunder, such Subsidiary shall
execute and deliver to the Administrative Agent a Guaranty Supplement in
substantially the form of Exhibit A (Guaranty Supplement)
attached hereto and shall thereafter for all purposes be a party hereto
and have the same rights, benefits and obligations as a Guarantor party hereto
on the Closing Date.

     

    Section
24 Collateral

     

    Each
Guarantor hereby acknowledges and agrees that its obligations under this
Guaranty are secured pursuant to the terms and provisions of the Collateral
Documents executed by it in favor of the Administrative Agent, for the benefit
of the Secured Parties, and covenants that it shall not grant any Lien (other
than Liens permitted under Section 8.2 (Liens, Etc.) of
the Credit Agreement) with respect to its Property in favor, or for the benefit,
of any Person other than the Administrative Agent, for the benefit of the
Secured Parties.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    
      GUARANTY

      PRESTIGE
BRANDS, INC.

    

     

    Section
25 Costs
and Expenses

     

    Each
Guarantor agrees to pay or reimburse the Administrative Agent and each of the
other Guarantied Parties upon demand for all reasonable out-of-pocket costs and
expenses, including reasonable attorneys’ fees (including costs of settlement),
incurred by the Administrative Agent or such other Guarantied Parties in
enforcing this Guaranty or any security therefor or exercising or enforcing any
other right or remedy available in connection herewith or
therewith.

     

    Section
26 Waiver
of Consequential Damages

     

    Each
Guarantor, to the maximum extent not prohibited by law, hereby irrevocably and
unconditionally waives, releases and agrees not to sue upon any claim, whether
or not accrued and whether or not suspected to exist in its favor, for any
special, consequential or punitive damages (including, without limitation, any
loss or profits, business or anticipated savings) in respect of this Guaranty or
any other Loan Document. Each Guarantor also agrees to be bound by the provision
of Section 11.5 (Limitation of Liability) of the Credit
Agreement.

     

    Section
27 Entire
Agreement

     

    This
Guaranty, taken together with all of the other Loan Documents executed and
delivered by the Guarantors, represents the entire agreement and understanding
of the parties hereto and supersedes all prior understandings, written and oral,
relating to the subject matter hereof.

     

    Section
28 Termination

     

    This
Guaranty (other than the reinstatement provisions of Section 1(b) (Guaranty),
Section 18 (Submission to
Jurisdiction; Service of Process), Section 20 (Waiver of Jury
Trial), Section 25
(Costs and Expenses), and Section 26 (Waiver of Consequential
Damages)) shall terminate upon the “payment in full” (as defined in the
Credit Agreement) of the “Secured Obligations” (as defined in the Credit
Agreement).

     

    [Signature
Pages Follow]

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    In witness whereof,
this Guaranty has been duly executed by the Guarantors as of the day and year
first set forth above.

     

    
      
        	 	PRESTIGE BRANDS HOLDINGS,
      INC.	 
	 	As Parent	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/
      Peter J. Anderson 	 
	 	 	Name:
      Peter J. Anderson	 
	 	 	Title:
      Chief Financial Officer	 
	 	 	 	 
	 	 	 	 
	 	Subsidiary
      Guarantors:	 
	 	 	 	 
	 	Medtech
      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
      COMPANY	 
	 	THE DENOREX COMPANY	 
	 	THE SPIC AND SPAN COMPANY	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Peter J.
      Anderson	 
	 	 	Name:
      Peter J. Anderson	 
	 	 	Title:
      Chief Financial Officer	 


      

    

     

     

     

    
      
        
        

      

      
        [SIGNATURE
PAGE TO GUARANTY OF PRESTIGE BRANDS, INC.'S CREDIT AGREEMENT]

        
          

        

      

      
        
        

      

    

    GUARANTY

    PRESTIGE BRANDS,
INC.

     

    Acknowledged
and Agreed

    as of the
date first above written:

     

    Bank
of America, N.A.

    as
Administrative Agent

     

    By:
/s/ Don B. Pinzon                                                                         

    Name: Don B.
Pinzon

    Title: Vice
President

     

     

    [SIGNATURE PAGE TO GUARANTY
OF PRESTIGE BRANDS, INC.'S CREDIT AGREEMENT]