EXHIBIT 99.2
SERIES B 11 3/4% SENIOR SUBORDINATED NOTES DUE 2005
SECOND SUPPLEMENT TO INDENTURE
DATED AS OF NOVEMBER 22, 2000
XXXXX NURSERIES, INC.,
AS ISSUER
XXXXX HORTICULTURE, INC.
AND
SUN GRO HORTICULTURE INC.,
AS GUARANTORS,
ENVIRO-SAFE LABORATORIES, INC.,
AS ADDITIONAL GUARANTOR,
AND
THE BANK OF NEW YORK,
AS TRUSTEE
SECOND SUPPLEMENT TO INDENTURE
This Second Supplement to Indenture is dated as of November 22, 2000
by and among Xxxxx Nurseries, Inc., a California corporation formerly known as
Xxxxx Horticulture, Inc. (the "Company"), Xxxxx Horticulture, Inc., a Delaware
corporation that is the successor by merger to Xxxxx Holdings, Inc. ("Parent"),
Sun Gro Horticulture Inc., a Nevada corporation ("Sun Gro-U.S."), Enviro-Safe
Laboratories, Inc., a Florida corporation ("Enviro-Safe" and together with Sun
Gro-U.S. and Parent, the "Guarantors"), and The Bank of New York, a New York
banking corporation (the "Successor Trustee"), as successor Trustee to IBJ
Xxxxxxxx Bank & Trust Company (the "Original Trustee") with respect to the
Company's 11 3/4% Senior Subordinated Notes due 2005 and Series B 11 3/4% Senior
Subordinated Notes due 2005 (the "Second Supplement"). Capitalized terms used
but not otherwise defined in this Second Supplement shall have the meanings
ascribed to such terms in the Indenture as amended and supplemented from time to
time in accordance with its terms.
WHEREAS, the Company, Parent, Sun Gro-U.S. and the Original Trustee
entered into the Indenture, dated as October 19, 1995, as amended and
supplemented by the First Supplement to Indenture, dated as of June 26, 1998 (as
amended and supplemented, the "Indenture"); and
WHEREAS, pursuant to Section 4.19 of the Indenture, Subsidiaries of
the Company meeting certain qualifications described therein are required to
execute and deliver to the Trustee a supplemental indenture that shall
unconditionally guarantee all of the Company's obligations under the Notes and
the Indenture.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree, for the equal and proportionate benefit
of all Holders of the Notes, as follows:
ARTICLE I
SUBSIDIARY GUARANTY
Section 1.01 Guaranty. Enviro-Safe hereby unconditionally guarantees
all of the Company's obligations under the Notes and the Indenture on the terms
set forth in Article Eleven of the Indenture.
ARTICLE II
MISCELLANEOUS PROVISIONS
Section 2.01. Instruments to be Read Together. This Second
Supplement is an indenture supplement to and in implementation of the Indenture,
and said Indenture and this Second Supplement shall henceforth be read together.
Section 2.02. Confirmation. The Indenture, as amended and
supplemented by this Second Supplement, is in all respects confirmed and
preserved.
Section 2.03. Counterparts. This Second Supplement may be executed
in any number of counterparts, each of which, when so executed, shall be deemed
to be an original, but all of which shall together constitute one and the same
instrument.
Section 2.04. Effectiveness. This Second Supplement shall become
effective immediately upon its execution in accordance with the provisions of
Article Nine of the Indenture.
Section 2.05. GOVERNING LAW. THIS SECOND SUPPLEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO THE PRINCIPLES OF THE CONFLICTS OF LAWS RULES THEREOF.
Section 2.06. Disclaimer of Trustee's Responsibility. In executing
this Second Supplement, the Successor Trustee shall be entitled to all the
privileged and immunities afforded to the Trustee under the terms and conditions
of the Indenture.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Second Supplement to
Indenture to be duly executed as of the date first above written.
XXXXX NURSERIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxxxx
Chief Financial Officer and Secretary
XXXXX HORTICULTURE, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxxxx
Chief Financial Officer and Secretary
SUN GRO HORTICULTURE INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxxxx
Chief Financial Officer and Secretary
ENVIRO-SAFE LABORATORIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Xxxxxxx X. Xxxxxxxx
Chief Financial Officer and Secretary
THE BANK OF NEW YORK
By: /s/ Xxx X. Xxxxx
-----------------------------------
Name: Xxx X. Xxxxx
Its: Vice President
