Exhibit 4.1 SMG 12.28.13 Q1F14


Exhibit 4.1


EXECUTION COPY
	
	
	 






THE SCOTTS MIRACLE-GRO COMPANY, as Issuer 
THE GUARANTORS PARTY HERETO, as Guarantors
AND
U.S. BANK NATIONAL ASSOCIATION,  
as Trustee


_________________
7.25% Senior Notes due 2018


THIRD SUPPLEMENTAL INDENTURE DATED AS OF 
September 30, 2013
TO THE INDENTURE DATED AS OF 
January 14, 2010
_________________






	
	
	 

















THIRD SUPPLEMENTAL INDENTURE
This THIRD SUPPLEMENTAL INDENTURE, dated as of September 30, 2013 (this “Third Supplemental Indenture”), is by and among The Scotts Miracle-Gro Company, an Ohio corporation (such corporation and any successor, the “Company”), the existing Guarantors (as defined in the Indenture referred to herein) (the “Existing Guarantors”), SMGM LLC, an Ohio limited liability company (the “New Guarantor”), and U.S. Bank National Association, a national banking association, as trustee under the Indenture referred to herein (such corporation and any successor, the “Trustee”).  The New Guarantor and the Existing Guarantors are sometimes referred to collectively herein as the “Guarantors,” or individually as a “Guarantor.”
WITNESSETH:
WHEREAS, the Company, the Existing Guarantors and the Trustee are parties to an indenture, dated as of January 14, 2010, as supplemented by the First Supplemental Indenture, dated as of January 14, 2010 (the “First Supplemental Indenture”), by and among the Company, the Existing Guarantees and the Trustee, as further supplemented by the Second Supplemental Indenture, dated as of September 28, 2011, by and among the Company, the Existing Guarantors and the Trustee (as so supplemented, the “Indenture”), relating to the Company’s 7.25% Senior Notes due 2018 (the “Securities”);
WHEREAS, pursuant to Section 11.01(5) of the Indenture, without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more supplemental indentures, in form satisfactory to the Trustee, to add any Person as a Guarantor; and
WHEREAS, all conditions precedent provided for in the Indenture relating to this Third Supplemental Indenture have been complied with.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Existing Guarantors, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:
1.Definitions.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2.    Joinder of New Guarantor.  The New Guarantor hereby joins in the Indenture as a “Guarantor” thereunder.  The New Guarantor hereby assumes the duties and obligations of a Guarantor under the Indenture.  The New Guarantor agrees to keep and perform all of the covenants, obligations and conditions of a Guarantor under the Indenture, on the terms and subject to the conditions set forth in Article Seventeen of the Indenture, and to be bound by all other applicable provisions of the Indenture.  Upon request from time to time by the Trustee, the New Guarantor shall execute and deliver to the Trustee a notation relating to the New Guarantor’s Guarantee, substantially in the form attached to the supplemental indenture for the applicable Debt Securities.







3.    Effect of Third Supplemental Indenture.  Except as amended by this Third Supplemental Indenture, the terms and provisions of the Indenture shall remain in full force and effect.
4.    Governing Law.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS THIRD SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5.    Counterparts.  The parties may sign any number of copies of this Third Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.  This Third Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument.
6.    Effect of Headings.  The section headings herein are for convenience only and shall not affect the construction hereof.
7.    Trustee.  Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Third Supplemental Indenture.  This Third Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture.


[Remainder of Page Intentionally Left Blank; Signature Pages Follow]





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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed and delivered all as of the day and year first above written.
	
	
	COMPANY:





	THE SCOTTS MIRACLE-GRO COMPANY





	By:      /s/ LAWRENCE A. HILSHEIMER   
Name:   Lawrence A. Hilsheimer
Title:   Executive Vice President and Chief Financial    Officer





	NEW GUARANTOR: 



	SMGM LLC





	By:      /s/ AIMEE M. DELUCA      
Name:   Aimee M. DeLuca
Title:   Vice President, Tax and Assistant Secretary





	EXISTING GUARANTORS:



	EG SYSTEMS, INC., DBA SCOTTS LAWNSERVICE
GUTWEIN & CO., INC.
HYPONEX CORPORATION
MIRACLE-GRO LAWN PRODUCTS, INC.
ROD MCLELLAN COMPANY
SANFORD SCIENTIFIC, INC.
SCOTTS TEMECULA OPERATIONS, LLC
SCOTTS MANUFACTURING COMPANY
SCOTTS PRODUCTS CO.
SCOTTS PROFESSIONAL PRODUCTS CO.
SMG GROWING MEDIA, INC.
THE SCOTTS COMPANY LLC





	By:      /s/ LAWRENCE A. HILSHEIMER   
Name:   Lawrence A. Hilsheimer
Title:   Executive Vice President and Chief Financial Officer













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	OMS INVESTMENTS, INC.
SMG BRANDS, INC.
SWISS FARMS PRODUCTS, INC.
SCOTTS-SIERRA INVESTMENTS, INC.







	By:      /s/ AIMEE M. DELUCA      
Name:   Aimee M. DeLuca
Title:   President and Chief Executive Officer





	TRUSTEE:

	U.S. BANK NATIONAL ASSOCIATION





	By:      /s/ SCOTT MILLER         
Name:   Scott Miller 
Title:   Vice President











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