EX-4.2



 Exhibit 4.2 

THE CLOROX COMPANY 
  

 
 FIRST
SUPPLEMENTAL INDENTURE 
 Dated as of November 9, 2009 

with 
 WELLS FARGO BANK,
NATIONAL ASSOCIATION, as Trustee 
 To 

INDENTURE 
 Dated as of
October 9, 2007 
 with 

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

 
  

Senior Debt Securities 







 FIRST SUPPLEMENTAL INDENTURE 

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 9, 2009, between The Clorox Company, a
Delaware corporation (the “Issuer”), The Bank of New York Mellon Trust Company, N.A. (“BNYMTC”), a national banking association, and Wells Fargo Bank, National Association, a national banking association (“Wells Fargo
Bank”). 
 W I T N E S S E T H : 

WHEREAS, the Issuer and BNYMTC are parties to an Indenture dated as of October 9, 2007 (the “Indenture”); 

WHEREAS, Sections 101, 301, and 901 of the Indenture contemplate the designation of a Person other than BNYMTC to act as Trustee for one or
more series of Securities under the Indenture; 
 WHEREAS, the Issuer, by action duly taken, has authorized the execution of this
Supplemental Indenture and the designation of Wells Fargo Bank as a Trustee (in addition to, and not in place of BNYMTC) under the Indenture; 

WHEREAS BNYMTC serves as Trustee with respect to the Company’s 5.45% Senior Notes due 2012, 5.00% Senior Notes due 2013, and 5.95% Senior
Notes due 2017 (the “Outstanding Series”); 
 WHEREAS, in accordance with Sections 102 and 903 of the Indenture, the Issuer has
delivered to BNYMTC and Wells Fargo Bank an Officers’ Certificate and an Opinion of Counsel certifying that this Supplemental Indenture complies with applicable provisions of the Indenture and that all conditions precedent under the Indenture
relating to the execution of this Supplemental Indenture have been complied with; 
 NOW THEREFORE, in consideration of the foregoing and
the mutual premises and covenants contained herein and for other good and valuable consideration, the parties hereto agree as follows: 
  

	1)	DEFINITIONS. Capitalized terms used but not defined in this Supplemental Indenture shall have the specified meanings set forth in the Indenture. 


 

	2)	RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all terms, conditions and provisions thereof shall
remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities (whether heretofore or hereafter authenticated and delivered) shall be bound hereby. 









	3)	TRUSTEES. Wells Fargo Bank shall serve as Trustee, pursuant to the Indenture, as supplemented by this Supplemental Indenture, with respect to one or more series of the Securities upon its designation as such by the
Issuer. BNYMTC shall serve as Trustee, pursuant to the Indenture, as supplemented by this Supplemental Indenture, with respect to the Outstanding Series and with respect to one or more series of Securities with respect to which it, at any time after
the date hereof, is designated as such by the Issuer. 

  

	4)	FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. Notwithstanding Section 202 of the Indenture, subject to Section 614 of the Indenture, the Certificate of Authentication on all of the Securities for which
Wells Fargo Bank is designated as Trustee shall be in substantially the following form: 

 “This is one of the Securities
of the series designated therein described in the within-mentioned Indenture. 
  

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By	 	  

		 	Authorized Signatory”


  

	5)	AUTHENTICATING AGENTS. If an appointment is made pursuant to Section 614 of the Indenture with respect to one or more series of the Securities for which Wells Fargo Bank is designated as Trustee, the Securities of
such series may have endorsed thereon, in addition to the Trustee’s certification of authentication, an alternate certificate of authentication in the following form: 


“This is one of the Securities of the series designated therein described in the within-mentioned Indenture. 

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee 

 

									
	By	 	  
	 		 	By	 	  

		 	As Authenticating Agent	 		 		 	Authorized Signatory”

  

	6)	SUPPLEMENTAL INDENTURES. Notwithstanding anything to the contrary in the Indenture, any supplemental indenture being entered into to create a new series of Securities under the Indenture need only be signed by the
Issuer and the Trustee of such series of Securities, and any supplemental indenture amending, modifying, waiving or otherwise making any change to the terms of any series of Securities need only be signed by the Issuer and the Trustee of the
applicable series of Securities. 

  

	7)	GOVERNING LAW. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. 









	8)	CONFLICTS WITH TRUST INDENTURE ACT. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Supplemental Indenture by any provision of the Trust
Indenture Act of 1939, as amended, such required provision shall control. 

  

	9)	COUNTERPARTS. This Supplemental Indenture may be executed and delivered in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument. 

  

	10)	EFFECT OF HEADINGS. The section headings herein are for convenience only and shall not affect the construction hereof. 

  

	11)	SUCCESSORS AND ASSIGNS. All covenants and agreements in this Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not. 


 

	12)	SEPARABILITY CLAUSE. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby. 

  

	13)	BNYMTC. BNYMTC 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 here. No duties,
responsibilities or liabilities are assumed, or shall be construed to be assumed by BNYMTC by reason of this Supplemental Indenture or in connection with any series of Securities for which Wells Fargo Bank has been designated to act as Trustee or in
connection with any related supplemental indenture between the Company and Wells Fargo Bank. This Supplemental Indenture is executed and accepted by BNYMTC, not in its individual capacity, but solely as Trustee under the Indenture and subject to all
the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to BNYMTC, as Trustee, with respect hereto. In entering into this Supplemental
Indenture, BNYMTC shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee. 








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

					
	COMPANY:
	
	THE CLOROX COMPANY
		
	By:	 	 /s/ Charles R. Conradi

		 	Name:	 	Charles R. Conradi
		 	Title:	 	Vice President – Treasurer
		
	By:	 	 /s/ Laura Stein

		 	Name:	 	Laura Stein
		 	Title:	 	Senior Vice President – General Counsel
	
	TRUSTEE:
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	 /s/ Alex Briffett

		 	Name:	 	John (Alex) Briffett
		 	Title:	 	Senior Associate
	
	TRUSTEE:
	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Maddy Hall

		 	Name:	 	Maddy Hall
		 	Title:	 	Vice President


 First Supplemental Indenture