Exhibit 4.1





 


THIRD
SUPPLEMENTAL INDENTURE


 


Supplemental Indenture (this “Supplemental
Indenture”), dated as of March 21, 2018, by and among Prestige Brands, Inc., a Delaware corporation (the “Issuer”),
the guarantors party hereto (the “Guarantors”) and U.S. Bank National Association, a national banking association,
as trustee (the “Trustee”).


 


W I T
N E S S E T H


 


WHEREAS, the Issuer has heretofore executed
and delivered to the Trustee an Indenture (as previously supplemented, the “Indenture”), dated as of February
19, 2016, among the Issuer, the guarantors party thereto and the Trustee, pursuant to which, the Issuer initially issued, on the
date thereof, $350,000,000 aggregate principal amount of its 6.375% Senior Notes due 2024 (the “Initial Notes”);


 


WHEREAS, Section 2.01(d) of the Indenture
provides that Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by
the Issuer without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial
Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes except that interest may accrue
on the Additional Notes from their date of issuance (or such other date specified by the Issuer); provided that the Issuer’s
ability to issue Additional Notes shall be subject to the Issuer’s compliance with Section 4.09 of the Indenture;


 


WHEREAS, pursuant to Section 9.01(g) of
the Indenture, the Issuer, the Guarantors and the Trustee may amend or supplement the Indenture without the consent of any Holder
to provide for the issuance of Additional Notes in accordance with the terms of the Indenture;


 


WHEREAS, the Issuer and the Guarantors are
authorized to execute and deliver this Supplemental Indenture; and


 


WHEREAS, the Issuer and the Guarantors desire
to execute and deliver this Supplemental Indenture for the purpose of issuing an additional $250,000,000 aggregate principal amount
of its 6.375% Senior Notes due 2024, having terms substantially identical in all material aspects to the Initial Notes (the “Additional
Notes” and, together with the Initial Notes, the “Notes”).


 


NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree
for the equal and ratable benefit of the Holders as follows:


 


(1) Capitalized Terms. Capitalized
terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


(2) Additional Notes. As of the date
hereof, the Issuers will issue, and the Trustee is directed to authenticate and deliver, the Additional Notes in an aggregate principal
amount of $250,000,000 under the Indenture, having terms substantially identical in all material respects to the Initial Notes
at an issue price of 101% plus accrued and unpaid interest from March 1, 2018. The Initial Notes and the Additional Notes shall
be treated as a single class for all purposes under the Indenture (as supplemented by this Supplemental Indenture), including,
without limitation, waivers, amendments, redemptions and offers to purchase. The Additional Notes shall be issuable in whole in
the form of one or more Restricted Global Notes to be held by DTC and in the form, including appropriate transfer restriction legends,
provided in Exhibit A to the Indenture.


 






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(3) Execution of the Notes. The Additional
Notes shall be executed on behalf of the Issuer by an authorized officer and authenticated by the Trustee pursuant to Section 2.01(d)
of the Indenture.


 


(4) Governing Law. THIS SUPPLEMENTAL
INDENTURE, AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER, WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.


 


(5) Counterparts. The parties may
sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement. This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute
one instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmissions
shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu
of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall
be deemed to be their original signatures for all purposes.


 


(6) Effect of Headings. The Section
headings herein are for convenience only and shall not affect the construction hereof.


 


(7) The Trustee. The Trustee shall
not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or
for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the Guarantors.


 


(8) Successors. All agreements of
the Issuer and the Guarantors in this Supplemental Indenture shall bind their Successors, except as otherwise provided in this
Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.


 


(9) Continued Effect. Except as expressly
supplemented and amended by this Supplemental Indenture, the Indenture shall continue in full force and effect in accordance with
the provisions thereof, and the Indenture (as supplemented and amended by this Supplemental Indenture) is in all respects hereby
ratified and confirmed. This Supplemental Indenture and all the terms and conditions of this Supplemental Indenture, with respect
to the Notes, shall be and be deemed to be part of the terms and conditions of the Indenture for any and all purposes.


 






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


 


	 	PRESTIGE BRANDS, INC., as Issuer
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Christine Sacco
	 	 	Name: 	Christine Sacco
	 	 	Title:	Chief Financial Officer and Treasurer



 






    
Signature Page to Third Supplemental Indenture (2024 Notes)



     


    




 





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







  


	 	By:	/s/ Christine Sacco
	 	 	Name: 	Christine Sacco
	 	 	Title:	Authorized Officer


  


	 	MEDTECH ONLINE, INC.,
	 	as Guarantor
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Donald Panos
	 	 	Name: 	Donald Panos
	 	 	Title:	Vice President and Treasurer


 






    
Signature Page to Third Supplemental Indenture (2024 Notes)



     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Raymond S. Haverstock
	 	 	Name:	Raymond S. Haverstock
	 	 	Title:	Vice President


 











    
Signature Page to Third Supplemental Indenture (2024 Notes)