EX-4.2



 Exhibit 4.2 
  

 
 THE VALSPAR CORPORATION 

EIGHTH SUPPLEMENTAL INDENTURE 

Dated as of June 2, 2017 
 to

 Indenture Dated as of April 24, 2002 

U.S. BANK NATIONAL ASSOCIATION 

Series Trustee 
 and 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 

(as successor to Bank One Trust Company, N.A.) 

Original Trustee 
  

 







 EIGHTH SUPPLEMENTAL INDENTURE (this “Eighth Supplemental Indenture”), dated as
of June 2, 2017, among THE VALSPAR CORPORATION, a Delaware corporation (the “Company”), U.S. Bank National Association, (the “Series Trustee”), and The Bank of New York Mellon Trust Company, N.A. (as successor
to Bank One Trust Company, N.A.) (the “Original Trustee” and, together with the Series Trustee, the “Trustee”). 

RECITALS 
 WHEREAS, the Company
has heretofore executed and delivered to the Original Trustee an Indenture dated as of April 24, 2002 (the “Existing Indenture”), as supplemented by the Fourth Supplemental Indenture dated as of January 13, 2012 (the
“Supplemental Indenture” and, collectively with the Existing Indenture and this Eighth Supplemental Indenture, the “Indenture”), providing for the issuance by the Company of its 4.200% Notes due 2022 (the
“Notes”); 
 WHEREAS, $400,000,000 aggregate principal amount of the Notes is currently outstanding; 

WHEREAS, on March 19, 2016, the Company entered into a merger agreement (as amended or supplemented from time to time, the
“Merger Agreement”), by and among The Sherwin-Williams Company (“Sherwin-Williams”), Viking Merger Sub, Inc., a wholly owned subsidiary of Sherwin-Williams, and the Company, pursuant to which Sherwin-Williams has
acquired the Company (the “Acquisition”); 
 WHEREAS, pursuant to the terms of the Merger Agreement, the Company has agreed
to use its reasonable best efforts to provide all reasonable cooperation reasonably requested by Sherwin-Williams in connection with any offers to purchase or exchange and consent solicitations with respect to any or all of the outstanding series of
senior notes of the Company, on such terms and conditions, including amendments to the terms and provisions of the applicable indentures, that are specified from time to time, by Sherwin-Williams and which are permitted by the terms of such series
of senior notes, the applicable indentures and applicable law; 
 WHEREAS, in connection with the Acquisition, Sherwin-Williams has made
exchange offers (the “Exchange Offers”) to Eligible Holders (as defined in the Offering Memorandum and Consent Solicitation Statement (herein so called) of Sherwin Williams dated May 2, 2017) of the Notes and has been
soliciting consents (the “Consent Solicitation”) to this Eighth Supplemental Indenture, on behalf of the Company, upon the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement
and the related Letter of Transmittal and Consent (which together, including any amendments, modifications or supplements thereto, govern the Consent Solicitation with respect to the Notes); 

WHEREAS, Section 902 of the Existing Indenture provides, among other things, that the Company and the Trustee may, with the consent of
the Holders of not less than a majority in principal amount of the outstanding Notes, enter into one or more indentures supplemental to the Existing Indenture for the purpose of changing in any manner or eliminating any of the








 
provisions of the Existing Indenture or of modifying in any manner the rights of the Holders of the Notes (subject to certain exceptions); 

WHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Existing
Indenture and pursuant to appropriate resolutions of the Board of Directors, has duly determined to make, execute and deliver to the Trustee this Eighth Supplemental Indenture to the Existing Indenture in order to eliminate certain provisions of the
Existing Indenture and the Supplemental Indenture, as permitted by Section 902 thereof; 
 WHEREAS, (1) the Company has received
the consent of the Holders of at least a majority in principal amount of the outstanding Notes (excluding any Notes owned by the Company or any of its Affiliates), all as certified by a certificate of the information agent with respect to the
Consent Solicitation, as the duly appointed proxy of such Holders, delivered to the Company and the Trustee, (2) the Company has delivered to the Trustee simultaneously with the execution and delivery of this Eighth Supplemental Indenture an
Officers’ Certificate and an Opinion of Counsel relating to this Eighth Supplemental Indenture, as contemplated by Sections 102 and 903 of the Existing Indenture, and (3) the Company has satisfied all other conditions required under
the Existing Indenture to enable the Company and the Trustee to enter into this Eighth Supplemental Indenture; 
 WHEREAS, the Company has
requested that the Trustee enter into this Eighth Supplemental Indenture; and 
 WHEREAS, all things necessary to make this Eighth
Supplemental Indenture a valid, binding and legal agreement of the Company, have been done. 
 NOW, THEREFORE, in consideration of the
premises and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: 

ARTICLE I 
 APPLICATION
OF SUPPLEMENTAL INDENTURE 
 Section 1.01 Effect of this Eighth Supplemental Indenture. 

With respect to the Notes only, the Existing Indenture and the Supplemental Indenture, as applicable, are hereby amended pursuant to
Section 902 of the Existing Indenture by deleting the following Sections or clauses of the Existing Indenture or the Supplemental Indenture, as applicable, and all references and definitions related thereto in their entirety: 

 

	 	(a)	Article IV (“Change of Control”) of the Supplemental Indenture; 

  

	 	(b)	Section 6.01 (“Limitation on Liens”) of the Supplemental Indenture; 

  

	 	(c)	Section 6.02 (“Limitation on Sale and Leaseback Transactions”) of the Supplemental Indenture; 


  
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	 	(d)	Clauses (3) (default under the Existing Indenture), (4) (default in the payment at stated maturity of certain other indebtedness of the Company), (5) (the occurrence of certain events of default under mortgages,
indentures or instruments for borrowed money), (6) (commencement of involuntary bankruptcy case), (7) (commencement of voluntary bankruptcy case), (8) (default in the payment of a final judgment, decree or order) and (9) (other Events of Default
with respect to the Notes) of Section 501 (“Events of Default”) of the Existing Indenture; 

  

	 	(e)	Clauses (c) (amending Clause (6) of Section 501 of the Existing Indenture) and (d) (amending Clause (7) of Section 501 of the Existing Indenture) of Section 5.01 (“Events of Default”)
of the Supplemental Indenture; and 

  

	 	(f)	Section 704 (“Reports by Company”) of the Existing Indenture, except to the extent required by the Trust Indenture Act. 


Section 1.02 Amendments to Notes. 

The Notes are hereby amended by deleting all provisions inconsistent with the amendments to the Existing Indenture and the Supplemental
Indenture effected by this Eighth Supplemental Indenture. 
 ARTICLE II 

WAIVERS 
 Section 2.01 Waiver of
Defaults. 
 As permitted by Section 513 of the Existing Indenture, any and all defaults, Events of Default or other consequences
thereof under the Existing Indenture (other than any default in the payment of the principal of or interest on any Note or in respect of a covenant or provision of the Existing Indenture which under Article Nine of the Existing Indenture cannot be
modified or amended without the consent of the Holder of each Outstanding Note) for failure to comply with the provisions identified in Section 1.01 above that may have resulted in connection with, or may result from and after the consummation
of, the Acquisition or the Exchange Offers, are hereby irrevocably waived. 
 ARTICLE III 

MISCELLANEOUS 
 Section 3.01
Continuing Effect of the Existing Indenture. 
 Except as expressly provided herein, all of the terms, provisions and conditions of
the Existing Indenture, the Supplemental Indenture and the Notes outstanding thereunder shall remain in full force and effect. This Eighth Supplemental Indenture shall form a part of the Existing Indenture for all purposes, and every Holder of the
Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of the Existing Indenture, the Supplemental Indenture and this Eighth Supplemental


  
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Indenture shall be read together as though they constitute a single instrument, except that in the case of conflict the provisions of this Eighth Supplemental Indenture shall control. 

Section 3.02 Definitions. 
 All
capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Existing Indenture or the Supplemental Indenture, as applicable. 

Section 3.03 Trust Indenture Act Controls. 

If any provision of this Eighth Supplemental Indenture limits, qualifies or conflicts with another provision that is required or deemed to be
included in this Eighth Supplemental Indenture by the Trust Indenture Act, the required or deemed provision shall control. 
 Section 3.04 Governing
Law. 
 THIS EIGHTH SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK. 
 Section 3.05 Successors. 

All agreements of the Company in this Eighth Supplemental Indenture and the Notes shall bind its successors. All agreements of the Trustee in
this Eighth Supplemental Indenture shall bind its successors. 
 Section 3.06 Multiple Originals. 

The parties may sign any number of copies of this Eighth Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this Eighth Supplemental Indenture. 
 Section 3.07 Headings. 

The headings of the Articles and Sections of this Eighth Supplemental Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof. 
 Section 3.08 Trustees Not
Responsible for Recitals 
 The recitals contained herein shall be taken as statements of the Company, and the Original Trustee and the
Series Trustee do not assume any responsibility for their correctness. The Original Trustee and the Series Trustee make no representations as to the validity or sufficiency of this Eighth Supplemental Indenture, except that the Original Trustee and
the Series Trustee each represents that it is duly authorized to execute and deliver this Eighth Supplemental Indenture and with respect to the Series Trustee to perform its obligations hereunder. 

Section 3.09 Adoption, Ratification and Confirmation. 

  
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 The Existing Indenture and the Supplemental Indenture, as amended by this Eighth Supplemental
Indenture, are in all respects hereby adopted, ratified and confirmed. 

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

					
	THE VALSPAR CORPORATION
			
		 	 By:
  
	 	   /s/ Allen J. Mistysyn

		 		 	  Name: Allen J. Mistysyn
		 		 	  Title: Vice President and Treasurer
	
	 U.S. BANK NATIONAL ASSOCIATION, as Series Trustee

			
		 	 By:
  
	 	   /s/ Joshua A. Hahn

		 		 	  Name: Joshua A. Hahn
		 		 	  Title: Vice President
	
	 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Original Trustee

			
		 	 By:
  
	 	 /s/ Lawrence M. Kusch

		 		 	  Name: Lawrence M. Kusch
		 		 	  Title: Vice President


 This is a signature page to the Eighth Supplemental Indenture.