Document

Exhibit 4.2



			
	






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


_________________
5.250% Senior Notes due 2026


SECOND SUPPLEMENTAL INDENTURE DATED AS OF 
March 24, 2020
TO THE INDENTURE DATED AS OF 
December 15, 2016
_________________






			
	



















SECOND SUPPLEMENTAL INDENTURE
This SECOND SUPPLEMENTAL INDENTURE, dated as of March 24, 2020 (this “Second 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”), 1868 Ventures LLC, an Ohio limited liability company (“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.” Capitalized terms not otherwise defined in this Second Supplemental Indenture will have the meanings given to them in the Indenture (as defined below).
WITNESSETH:
WHEREAS, the Company, the Existing Guarantors and the Trustee are parties to an indenture, dated as of December 15, 2016, as supplemented by that First Supplemental Indenture, dated as of July 17, 2018(the “Indenture”), relating to the Company’s 5.250% Senior Notes due 2026 (the “Securities”);
WHEREAS, pursuant to Section 9.01(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 Second 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 Guarantors under the Indenture.  The New Guarantor agrees to keep and perform all of the covenants, obligations and conditions of Guarantors under the Indenture, on the terms and subject to the conditions set forth in Article X 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 as Exhibit E to the Indenture.








3.Effect of Second Supplemental Indenture.  Except as amended by this Second 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 SECOND 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 Second Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.  This Second 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 Second Supplemental Indenture.  This Second 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 Second 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/ KELLY S. BERRY

	Name:  Kelly S. Berry
	Title:  Vice President and Corporate Treasurer









			
	NEW GUARANTOR:

	
	1868 VENTURES LLC

	
	By:  /s/ KELLY S. BERRY

	Name:  Kelly S. Berry
	Title:  Treasurer









			
	EXISTING GUARANTORS:
	
	HYPONEX CORPORATION
MIRACLE-GRO LAWN PRODUCTS, INC.
ROD MCLELLAN COMPANY
SANFORD SCIENTIFIC, INC.
SCOTTS MANUFACTURING COMPANY
SCOTTS PRODUCTS CO.
SCOTTS PROFESSIONAL PRODUCTS CO.
SCOTTS TEMECULA OPERATIONS, LLC
SMG GROWING MEDIA, INC.
SMGM LLC
THE SCOTTS COMPANY LLC
	
	By:  /s/ AIMEE M. DELUCA

	Name:  Aimee M. DeLuca
	Title:  Vice President, Tax and Assistant Secretary







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	HAWTHORNE HYDROPONICS LLC
THE HAWTHORNE GARDENING COMPANY
	
	By:  /s/ ALBERT J. MESSINA

	Name:  Albert J. Messina
	Title:  Vice President and Treasurer









			
	HGCI, INC.
	
	By:  /s/ ALBERT J. MESSINA

	Name:  Albert J. Messina
	Title:  Vice President






			
	OMS INVESTMENTS, INC.
SWISS FARMS PRODUCTS, INC.
SCOTTS-SIERRA INVESTMENTS LLC
	
	By:  /s/ AIMEE M. DELUCA

	Name:  Aimee M. DeLuca
	Title:  President and Chief Executive Officer









			
	GENSOURCE, INC.
	
	By:  /s/ KELLY S. BERRY

	Name:  Kelly S. Berry
	Title:  Treasurer









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	TRUSTEE:
	U.S. BANK NATIONAL ASSOCIATION
	
	
	By:  /s/ KATHERINE ESBER 

	Name:  Katherine Esber
	Title:  Vice President















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