NINTH SUPPLEMENTAL INDENTURE
EXHIBIT 4.1
NINTH SUPPLEMENTAL INDENTURE
NINTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated effective as of March 30, 2019, by Arden Companies, LLC, a Michigan limited liability company (the “Subsidiary Guarantor”), a direct subsidiary of Central Garden & Pet Company, a Delaware corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Xxxxx Fargo Bank, National Association, as trustee under the indenture referred to below (the “Trustee”).
WHEREAS, the Company executed the Third Supplemental Indenture, dated as of November 9, 2015 (the “Third Supplemental Indenture”), providing for the issuance of 6.125% Senior Notes due 2023 (the “2023 Notes”) and the Seventh Supplemental Indenture dated as of December 14, 2017 (the “Seventh Supplemental Indenture” and together with the Base Indenture and the Third Supplemental Indenture, the “Indenture”), providing for the issuance of 5.125% Senior Notes due 2028 (the “2028 Notes” and collectively with the 2023 Notes, the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Subsidiary Guarantor will execute and deliver to the Trustee a supplemental indenture pursuant to which the Subsidiary Guarantor will unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Third Supplemental Indenture and the Seventh Supplemental Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
EXHIBIT 4.1
5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT 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.
[Signature Pages Follow]
2
EXHIBIT 4.1
ARDEN COMPANIES, LLC
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Secretary
CENTRAL GARDEN & PET COMPANY
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Secretary
SIGNATURE PAGE TO NINTH SUPPLEMENTAL INDENTURE
EXHIBIT 4.1
GUARANTORS:
FOUR PAWS PRODUCTS LTD.
KAYTEE PRODUCTS, INCORPORATED
XXXXXXXXXX SEED, INC.
ALL-GLASS AQUARIUM CO., INC.
T.F.H. PUBLICATIONS, INC.
WELLMARK INTERNATIONAL
GRO TEC, INC.
B2E CORPORATION
B2E BIOTECH LLC
FARNAM COMPANIES, INC.
GULFSTREAM HOME & GARDEN, INC.
NEW ENGLAND POTTERY, LLC
PETS INTERNATIONAL, LTD.
XXXXXX, LLC
IMS TRADING, LLC
IMS SOUTHERN, LLC
HYDRO-ORGANICS WHOLESALE
XXXXXXX, INC.
BLUE SPRINGS HATCHERY, INC.
XXXXXXX FARMS, INC.
FLORIDA TROPICAL DISTRIBUTORS
INTERNATIONAL, INC.
SUN PET, LTD.
AQUATICA TROPICALS, INC.
K&H MANUFACTURING, LLC
B2E MANUFACTURING, LLC
B2E MICROBIALS, LLC
FOURSTAR MICROBIAL LLC
MIDWEST TROPICALS LLC
NEXGEN TURF RESEARCH, LLC
QUALITY PETS, LLC
KAYTEE PRODUCTS, INCORPORATED
XXXXXXXXXX SEED, INC.
ALL-GLASS AQUARIUM CO., INC.
T.F.H. PUBLICATIONS, INC.
WELLMARK INTERNATIONAL
GRO TEC, INC.
B2E CORPORATION
B2E BIOTECH LLC
FARNAM COMPANIES, INC.
GULFSTREAM HOME & GARDEN, INC.
NEW ENGLAND POTTERY, LLC
PETS INTERNATIONAL, LTD.
XXXXXX, LLC
IMS TRADING, LLC
IMS SOUTHERN, LLC
HYDRO-ORGANICS WHOLESALE
XXXXXXX, INC.
BLUE SPRINGS HATCHERY, INC.
XXXXXXX FARMS, INC.
FLORIDA TROPICAL DISTRIBUTORS
INTERNATIONAL, INC.
SUN PET, LTD.
AQUATICA TROPICALS, INC.
K&H MANUFACTURING, LLC
B2E MANUFACTURING, LLC
B2E MICROBIALS, LLC
FOURSTAR MICROBIAL LLC
MIDWEST TROPICALS LLC
NEXGEN TURF RESEARCH, LLC
QUALITY PETS, LLC
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Authorized Officer of each above listed entity
SIGNATURE PAGE TO NINTH SUPPLEMENTAL INDENTURE
EXHIBIT 4.1
XXXXX FARGO BANK, NATIONAL ASSOCIATION
as Trustee
as Trustee
By: /s/ Xxxxxxx Q Tu
Name: Xxxxxxx X. Tu
Title: Vice President
Title: Vice President
SIGNATURE PAGE TO NINTH SUPPLEMENTAL INDENTURE