thirdsuppindenture.htm


    Exhibit
4.8

    THIRD SUPPLEMENTAL
INDENTURE

    


    By and
Among

    


    PRESTIGE
BRANDS, INC.,

    U.S.
BANK NATIONAL ASSOCIATION, AS TRUSTEE,

    AND

    PRESTIGE
SERVICES CORP.

    


    


    


    


    


    Dated as
of

    February
22, 2008

    


    A
SUPPLEMENT TO THE INDENTURE

    Dated as
of April 6, 2004

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    THIRD SUPPLEMENTAL
INDENTURE

     

    THIS THIRD SUPPLEMENTAL
INDENTURE (the “Third Supplement”) is dated as of February 22, 2008, and
made and entered into by and among PRESTIGE BRANDS, INC., a
Delaware corporation (the “Company”), U.S. BANK NATIONAL
ASSOCIATION, a national banking association, as trustee (the “Trustee”),
and PRESTIGE SERVICES
CORP., a Delaware corporation (“Prestige Services”).  Prestige
Services has executed this Third Supplement for the purposes set forth in Section 1.1
hereof.  This Third Supplement supplements and amends the Indenture,
dated as of April 6, 2004 (the “Indenture”), by and among the Company, the
Trustee and the Guarantors that are parties thereto, as supplemented and amended
by the Supplemental Indenture, dated as of October 6, 2004 (the “First
Supplement”), by and among the Company, the Trustee and Vetco, Inc., a New York
corporation, and the Second Supplemental Indenture, dated as of December 19,
2006 (the “Second Supplement”), by and among, the Company, the Trustee, Prestige
Brands Holdings, Inc., a Delaware corporation, Dental Concepts LLC, a Delaware
limited liability company, and Prestige International Holdings, LLC, a Delaware
limited liability company, which provided for the issuance of the Company’s 91⁄4%
Senior Subordinated Notes Due 2012 (the “Notes”).  As used herein, the
term “Existing Indenture” shall mean the Indenture, as supplemented and amended
by the First Supplement and the Second Supplement, and the term “Amended
Indenture” shall mean the Indenture, as supplemented and amended by the First
Supplement, the Second Supplement and this Third Supplement and as otherwise
supplemented and amended from time to time.  Except where specified
herein, all capitalized terms not defined herein shall have the meanings
ascribed to them in the Amended Indenture.  References in this Third
Supplement to the exhibits to and the specific sections and articles of the
Existing Indenture shall refer to the exhibits to and the numbered sections and
articles of the Indenture, as supplemented and amended by the First Supplement
and the Second Supplement, and references in this Third Supplement to the
exhibits to and the specific sections and articles of the Amended Indenture
shall refer to the exhibits to and the numbered sections and articles of the
Indenture, as supplemented and amended by the First Supplement, the Second
Supplement and this Third Supplement and as otherwise supplemented and amended
from time to time.

     

    W
I T N E S S E T H :

     

    WHEREAS, Section 9.01 of the
Existing Indenture provides, among other things, that the Company and the
Trustee may amend or supplement the Existing Indenture to add additional
Guarantees or additional obligors with respect to the Notes; and

     

    WHEREAS, Prestige Services, a
newly incorporated wholly-owned indirect subsidiary of the Company has agreed to
become a Guarantor of the Notes.

     

    NOW, THEREFORE, in
consideration of the premises herein, the Company covenants and agrees with the
Trustee, for the equal and proportionate benefit of the respective Holders from
time to time, as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
I

    SUPPLEMENTS
AND AMENDMENTS

     

    Section
1.1 Guarantee.  Prestige
Services (which is also referred to herein as the “Additional Guarantor”) hereby
executes this Third Supplement for the purpose of providing a Guarantee of the
Notes and agrees as follows:

     

    (a)           Subject
to this Section
1.1, the Additional Guarantor hereby unconditionally guarantees to each
Holder of a Note authenticated and delivered by the Trustee and to the Trustee
and its successors and assigns: (i) the due and punctual payment of the
principal of, premium, if any, and interest on the Notes, subject to any
applicable grace period, whether at Stated Maturity, by acceleration, redemption
or otherwise, the due and punctual payment of interest on the overdue principal
of and premium, if any, and, to the extent permitted by law, interest, and the
due and punctual performance of all other obligations of the Company to the
Holders or the Trustee under the Amended Indenture, the Registration Rights
Agreement or any other agreement with or for the benefit of the Holders or the
Trustee, all in accordance with the terms hereof and thereof; and (ii) in case
of any extension of time of payment or renewal of any Notes or any of such other
obligations, that the same shall be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at Stated
Maturity, by acceleration pursuant to Section 6.02 of the Amended Indenture,
redemption or otherwise. Failing payment when due of any amount so guaranteed or
any performance so guaranteed for whatever reason, the Additional Guarantor
shall be jointly and severally obligated with all other Guarantors to pay the
same immediately.  The Additional Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.  The
Additional Guarantor hereby agrees that its obligations with regard to its
Guarantee shall be joint and several with all other Guarantors, unconditional,
irrespective of the validity or enforceability of the Notes or the obligations
of the Company under the Amended Indenture, the absence of any action to enforce
the same, the recovery of any judgment against the Company or any other obligor
with respect to the Amended Indenture, the Notes or the Obligations of the
Company under the Amended Indenture or the Notes, any action to enforce the same
or any other circumstances (other than complete performance) which might
otherwise constitute a legal or equitable discharge or defense of the Additional
Guarantor. The Additional Guarantor further, to the extent permitted by law,
waives and relinquishes all claims, rights and remedies accorded by applicable
law to guarantors and agrees not to assert or take advantage of any such claims,
rights or remedies, including but not limited to:

     

    (i)           any
right to require any of the Trustee, the Holders or the Company (each a
“Benefited Party”), as a condition of payment or performance by such Additional
Guarantor, to (1) proceed against the Company, any other guarantor (including
any other Guarantor) of the Obligations under the Guarantees or any other
Person, (2) proceed against or exhaust any security held from the Company, any
such other guarantor or any other Person, (3) proceed 

     

    
      
        
        

      

      
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          	against or have
      resort to any balance of any deposit account or credit on the books of any
      Benefited Party in favor of the Company or any other Person, or (4) pursue
      any other remedy in the power of any Benefited Party whatsoever;	 


        

         

      

    

    (ii)           any
defense arising by reason of the incapacity, lack of authority or any disability
or other defense of the Company including any defense based on or arising out of
the lack of validity or the unenforceability of the Obligations under the
Guarantees or any agreement or instrument relating thereto or by reason of the
cessation of the liability of the Company from any cause other than payment in
full of the Obligations under the Guarantees;

     

    (iii)           any
defense based upon any statute or rule of law which provides that the obligation
of a surety must be neither larger in amount nor in other respects more
burdensome than that of the principal;

     

    (iv)           any
defense based upon any Benefited Party’s errors or omissions in the
administration of the Obligations under the Guarantees, except behavior which
amounts to bad faith;

     

    (v)(1)       any
principles or provisions of law, statutory or otherwise, which are or might be
in conflict with the terms of the Guarantees and any legal or equitable
discharge of such Additional Guarantor’s obligations hereunder, (2) the benefit
of any statute of limitations affecting such Additional Guarantor’s liability
hereunder or the enforcement hereof, (3) any rights to set-offs, recoupments and
counterclaims and (4) promptness, diligence and any requirement that any
Benefited Party protect, secure, perfect or insure any security interest or lien
or any property subject thereto;

     

    (vi)           notices,
demands, presentations, protests, notices of protest, notices of dishonor and
notices of any action or inaction, including acceptance of the Guarantees,
notices of Default under the Notes or any agreement or instrument related
thereto, notices of any renewal, extension or modification of the Obligations
under the Guarantees or any agreement related thereto, and notices of any
extension of credit to the Company and any right to consent to any
thereof;

     

    (vii)          to
the extent permitted under applicable law, the benefits of any “One Action”
rule; and

     

    (viii)         any
defenses or benefits that may be derived from or afforded by law which limit the
liability of or exonerate guarantors or sureties, or which may conflict with the
terms of the Guarantees. Except to the extent expressly provided in this Third
Supplement and the Amended Indenture, including Sections 8.02, 8.03 and 10.05 of
the Amended Indenture and Section 1.1(f)
hereof, the Additional Guarantor hereby covenants that its Guarantee shall not
be discharged except by complete performance of the obligations contained in its
Guarantee, this Third Supplement and the Amended Indenture.

     

    
      
        
        

      

      
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    If any
Holder or the Trustee is required by any court or otherwise to return to the
Company, the Guarantors or any custodian, trustee, liquidator or other similar
official acting in relation to either the Company or the Guarantors, any amount
paid to either the Trustee or such Holder, the Additional Guarantor’s Guarantee,
to the extent theretofore discharged, shall be reinstated in full force and
effect.  The Additional Guarantor agrees that it shall not be entitled
to any right of subrogation in relation to the Holders in respect of any
obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby. The Additional Guarantor further agrees that, as between the
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand,
(x) the maturity of the obligations guaranteed hereby may be accelerated as
provided in Section 6.02 of the Amended Indenture for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby and (y) in the
event of any declaration of acceleration of such obligations as provided in
Section 6.02 of the Amended Indenture, such obligations (whether or not due and
payable) shall forthwith become due and payable by the Guarantors for the
purpose of the Guarantees. The Additional Guarantor shall have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Guarantees. The other
Guarantors’ shares of such contribution payment will be computed based on the
proportion that the net worth of the relevant Guarantor represents relative to
the aggregate net worth of all of the Guarantors combined.

     

    (b)           The
Additional Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Guarantee of such
Additional Guarantor not constitute a fraudulent transfer or conveyance for
purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to any guarantee. To effectuate the foregoing intention, the Trustee,
the Holders and the Additional Guarantor hereby irrevocably agree that the
Additional Guarantor’s liability shall be that amount from time to time equal to
the aggregate liability of such Additional Guarantor under its Guarantee, but
shall be limited to the lesser of (i) the aggregate amount of the Company’s
obligations under the Notes and the Amended Indenture or (ii) the amount, if
any, which would not have (1) rendered the Additional Guarantor “insolvent” (as
such term is defined in Bankruptcy Law and in the Debtor and Creditor Law of the
State of New York) or (2) left it with unreasonably small capital at the time
its Guarantee with respect to the Notes was entered into, after giving effect to
the incurrence of existing Debt immediately before such time; provided, however, it shall
be a presumption in any lawsuit or proceeding in which the Additional Guarantor
is a party that the amount guaranteed pursuant to its Guarantee with respect to
the Notes is the amount described in clause (i) of this Section 1.1(b) unless
any creditor, or representative of creditors of the Additional Guarantor, or
debtor in possession or trustee in bankruptcy of the Additional Guarantor,
otherwise proves in a lawsuit that the aggregate liability of the 

     

    
      
        
        

      

      
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    Additional
Guarantor is limited to the amount described in clause (ii) of this Section
1.1(b).

     

    (c)           In
making any determination as to the solvency or sufficiency of capital of the
Additional Guarantor in accordance with Section 1.1(b) hereof
and this Section
1.1(c), the right of the Additional Guarantor to contribution from other
Guarantors and any other rights such Additional Guarantor may have, contractual
or otherwise, shall be taken into account.

     

    (d)           To
evidence its Guarantee set forth in Section 1.1(a)
hereof, the Additional Guarantor hereby agrees that a notation of such Guarantee
in substantially the form included in Exhibit E attached to the Amended
Indenture shall be endorsed by an Officer of such Additional Guarantor on each
Note authenticated and delivered by the Trustee and that this Third Supplement
shall be executed on behalf of such Additional Guarantor by its President, Chief
Financial Officer, Treasurer or one of its Vice Presidents.  The
Additional Guarantor hereby agrees that its Guarantee set forth in Section 1.1(a) hereof
shall remain in full force and effect notwithstanding any failure to endorse on
each Note a notation of such Guarantee.  If an Officer whose signature
is on this Third Supplement or on a Guarantee no longer holds that office at the
time the Trustee authenticates the Note on which such Guarantee is endorsed, the
Guarantee shall be valid nevertheless.  The delivery of any Note by
the Trustee, after the authentication thereof under the Amended Indenture, shall
constitute due delivery of the Guarantee set forth in this Third Supplement on
behalf of the Additional Guarantor.

     

    (e)           Except
as otherwise provided in Section 1.1(f)
hereof, the Additional Guarantor may not consolidate with or merge with or into
(whether or not such Additional Guarantor is the Surviving Person) another
Person whether or not affiliated with such Additional Guarantor
unless:

     

    (i)           subject
to Section
1.1(f) hereof, the Person formed by or surviving any such consolidation
or merger (if other than a Guarantor or the Company) unconditionally assumes all
the obligations of such Additional Guarantor, pursuant to a supplemental
indenture in form and substance reasonably satisfactory to the Trustee, under
the Amended Indenture, its Guarantee and any Registration Rights Agreements on
the terms set forth herein or therein; and

     

    (ii)           the
Additional Guarantor complies with the requirements of Article 5 of the Amended
Indenture.

     

     

    In case
of any such consolidation, merger, sale or conveyance and upon the assumption by
the successor Person, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of such Additional Guarantor’s
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of the Amended Indenture to 

     

    
      
        
        

      

      
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    be
performed by the Additional Guarantor, such successor Person shall succeed to
and be substituted for the Additional Guarantor with the same effect as if it
had been named in the Amended Indenture as a Guarantor. Such successor Person
thereupon may cause to be signed any or all of the Guarantees to be endorsed
upon all of the Notes issuable under the Amended Indenture which theretofore
shall not have been signed by the Company and delivered to the Trustee. All the
Guarantees so issued shall in all respects have the same legal rank and benefit
under the Amended Indenture as the Guarantees theretofore and thereafter issued
in accordance with the terms of the Amended Indenture as though all of such
Guarantees had been issued at the date of the execution of the
Indenture.  Except as set forth in Articles 4 and 5 of the Amended
Indenture, and notwithstanding clauses (i) and (ii) of this Section 1.1(e),
nothing contained in the Amended Indenture or in any of the Notes shall prevent
any consolidation or merger of the Additional Guarantor with or into the Company
or another Guarantor, or shall prevent any sale or conveyance of the property of
the Additional Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

     

    (f)           In
the event of a sale or other disposition of all or substantially all of the
assets of the Additional Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all of the Capital Stock of the
Additional Guarantor, in each case to a Person that is not (either before or
after giving effect to such transactions) a Subsidiary of the Parent, then such
Additional Guarantor (in the event of a sale or other disposition, by way of
merger, consolidation or otherwise, of all of the Capital Stock of such
Additional Guarantor) or the corporation acquiring the property (in the event of
a sale or other disposition of all or substantially all of the assets of such
Additional Guarantor) shall be released and relieved of any obligations under
its Guarantee; provided that the net proceeds of such sale or other disposition
shall be applied in accordance with the applicable provisions of the Amended
Indenture, including without limitation Section 4.12 of the Amended Indenture.
If a Restricted Subsidiary is designated as an Unrestricted Subsidiary in
accordance with the provisions of Section 4.17 of the Amended Indenture, such
Subsidiary shall be released and relieved of any obligations under its
Guarantee. Upon delivery by the Company to the Trustee of an Officers’
Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made by the Company or the Parent in accordance with the
provisions of the Amended Indenture, including without limitation Section 4.12
of the Amended Indenture, the Trustee shall execute any documents reasonably
required in order to evidence the release of the Additional Guarantor from its
obligations under its Guarantee.  Until released from its obligations
under its Guarantee, the Additional Guarantor shall remain liable for the full
amount of principal of and interest on the Notes and for the other obligations
of any Guarantor under the Amended Indenture as provided in Article 10 of the
Amended Indenture and this Section
1.1.

     

    The
Additional Guarantor shall constitute a Guarantor for purposes of the Amended
Indenture, and the terms of this Section 1.1 shall, as
to the Additional Guarantor, constitute its Guarantee for purposes of the
Amended Indenture.  Notwithstanding the 

     

    
      
        
        

      

      
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    foregoing
terms of this Section
1.1, the Additional Guarantor intends by its execution of this Third
Supplement to provide its Guarantee on the same terms and conditions as the
Guarantees of the other Guarantors under the Amended Indenture and agrees that
this Section
1.1 shall be construed and enforced in a manner consistent with such
intention.

     

    ARTICLE
II

    MISCELLANEOUS
PROVISIONS

     

    Section
2.1 Execution as Supplemental
Indenture.  This Third Supplement is executed and shall be
construed as an indenture supplement to the Existing Indenture.

     

    Section
2.2 Successors.  This
Third Supplement shall be binding upon and inure to the benefit of the parties
hereto, their respective successors and assigns.

     

    Section
2.3 Ratification.  Except
as expressly provided herein, all of the terms and provisions of the Existing
Indenture are and shall remain in full force and effect.

     

    Section
2.4 Governing
Law.  This Third Supplement shall be deemed to be a contract
made under the laws of the State of New York and for all purposes shall be
construed in accordance with the laws of said State.

     

    Section
2.5 Counterparts;
Construction.  This Third Supplement may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts together shall constitute one and the same
instrument.  As used herein, words in the singular include the plural
and words in the plural include the singular.

     

    Section
2.6 The
Trustee.  The Trustee accepts the supplements and amendments to
the Existing Indenture effected by this Third Supplement.

     

    


     

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    IN WITNESS WHEREOF, the
parties hereto have caused this Third Supplement to be duly executed as of the
day and year first above written.

     

    
      
        	 	PRESTIGE BRANDS,
      INC.	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/
      Peter J. Anderson	 
	 	Name:
      Peter J. Anderson	 
	 	Title:
      Treasurer	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	U.S.
      BANK NATIONAL ASSOCIATION,
      AS TRUSTEE	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/
      Raymond S. Haverstock	 
	 	Name:
      Raymond S. Haverstock	 
	 	Title:
      Vice President	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	PRESTIGE SERVICES
      CORP.	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/
      Peter J. Anderson 	 
	 	Name:
      Peter J. Anderson	 
	 	Title:
      Chief Financial Officer and Treasurer	 


      

    

     

     

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