JOINDER AGREEMENT
This
Joinder
Agreement,
dated
as of December 19, 2006, is delivered pursuant to Section
7.11 (Additional Grantors) of
the
Pledge and Security Agreement, dated as of April 6, 2004 (the “Pledge
and Security Agreement”),
by
Prestige
Brands,
Inc.
(the
“Borrower”)
and
the subsidiaries and affiliates of the Borrower listed on the signature pages
thereof in favor of the Citicorp North America, Inc., as agent for the
First-Priority Secured Parties (the “Administrative
Agent”).
Capitalized terms used herein but not defined herein are used with the meanings
given them in the Pledge and Security Agreement.
By
executing and delivering this Joinder Agreement, the undersigned, as provided
in
Section
7.11 (Additional Grantors) of
the
Pledge and Security Agreement, hereby becomes a party to the Pledge and Security
Agreement as a Grantor thereunder with the same force and effect as if
originally named as a Grantor therein and, without limiting the generality
of
the foregoing, hereby grants to the Administrative Agent, as collateral security
for the full, prompt and complete payment and performance when due (whether
at
stated maturity, by acceleration or otherwise) of the First-Priority Secured
Obligations of the undersigned, hereby collaterally assigns, mortgages, pledges
and hypothecates to the Administrative Agent and grants to the Administrative
Agent a Lien on and security interest in, all of its right, title and interest
in, to and under the Collateral of the undersigned and expressly assumes all
obligations and liabilities of a Grantor under the Pledge and Security
Agreement.
The
information set forth in Annex
1-A is
hereby
added to the information set forth in Schedules
1 through
7
to
the
Pledge and Security Agreement.
The
undersigned hereby represents and warrants that each of the representations
and
warranties contained in Article
III (Representations and Warranties)
of the
Pledge and Security Agreement applicable to it is true and correct on and as
the
date hereof as if made on and as of such date.
[Remainder
of page intentionally left blank]
In
witness whereof,
the
undersigned has caused this Joinder Agreement to be duly executed and delivered
as of the date first above written.
PRESTIGE BRANDS HOLDINGS, INC. | ||
PRESTIGE INTERNATIONAL | ||
HOLDINGS, LLC | ||
By: /s/ Xxxxx X. Xxxxxxxx | ||
Name: Xxxxx X. Xxxxxxxx | ||
Title: Chief Financial Officer | ||
DENTAL CONCEPTS LLC | ||
By: /s/ Xxxxx X. Xxxxxxxx | ||
Name: Xxxxx X. Xxxxxxxx | ||
Title: Treasurer | ||
Acknowledged
and Agreed
as
of the date first above written:
|
||
Citicorp
North America, Inc.,
as
Administrative Agent
|
||
By: /s/ X.X. Xxxxx | ||
Name: X.X. Xxxxx | ||
Title: Vice President |