0000950152-06-010156 Sample Contracts

THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • December 14th, 2006 • Scotts Miracle-Gro Co • Agricultural chemicals

THIS THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) dated as of October 17, 2005, by and among Rod McLellan Company, a California corporation (“RMC”), SMG Growing Media, Inc., an Ohio corporation (“SMGGM”) (each of RMC and SMGGM shall be referred to herein as a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), and U.S. Bank National Association, as trustee under the indenture referred to below (the “Trustee”).

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FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • December 14th, 2006 • Scotts Miracle-Gro Co • Agricultural chemicals

THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”) dated as of December 5, 2005, by and among Gutwein & Co., Inc., an Indiana corporation (the “Guaranteeing Subsidiary”), a subsidiary of The Scotts Miracle-Gro Company, an Ohio corporation (the “Company”), and U.S. Bank National Association, as trustee under the indenture referred to below (the “Trustee”).

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