FOREIGN PLEDGE AGREEMENT ACKNOWLEDGMENT AND CONFIRMATION
Exhibit 4(d)
THIS FOREIGN PLEDGE AGREEMENT ACKNOWLEDGMENT AND CONFIRMATION, dated as of March 30, 2007
(this “Acknowledgment”), is entered into by the parties a signatory hereto in favor of
JPMorgan Chase Bank, as Administrative Agent.
W I T N E S S E T H :
WHEREAS, the Borrower, the Subsidiary Borrowers, certain Lenders and other banks and financial
institutions, and JPMorgan Chase Bank, as Administrative Agent are parties to the Revolving Credit
Agreement, dated as of July 21, 2005 (as amended, supplemented, amended and restated or otherwise
modified, the “Credit Agreement”), which Credit Agreement was amended and restated in its
entirety by the Borrower, the Subsidiary Borrowers, the Lenders and other banks and financial
institutions, and JPMorgan Chase Bank, as Administrative Agent pursuant to the Amended and Restated
Revolving Credit Agreement, dated as of February 7, 2007 (the “Amendment and Restatement”).
WHEREAS, each of the pledgors or mortgagors, as the case may be, under the Foreign Pledge
Agreements listed on Schedule 1 (the “Foreign Pledge Agreements”) hereto wishes to
acknowledge and confirm that its obligations and its Liens and security interests created under
such Foreign Pledge Agreements continue in full force and effect, unimpaired and undischarged, as
provided herein;
WHEREAS, it is a requirement of the Amendment and Restatement that the parties hereto shall
have executed and delivered this Acknowledgment to the Administrative Agent for the benefit of the
Lenders no later than sixty (60) days after the date of the Amendment and Restatement.
NOW, THEREFORE, in consideration of the premises contained herein and to induce the
Administrative Agent and the Lenders to amend and restate the Credit Agreement pursuant to the
Amendment and Restatement and to induce the Lenders to make and continue extensions of credit under
the Amendment and Restatement, each of the signatories hereto hereby agrees with the Administrative
Agent, for the benefit of the Lenders, as follows:
1. Unless otherwise defined herein, capitalized terms used herein shall have
the respective meanings assigned to them in the Amendment and Restatement and the
other Loan Documents.
2. References to the Credit Agreement in the Foreign Pledge Agreements shall be references
to the Amendment and Restatement.
3. Each signatory hereto consents to the execution, delivery and performance of the Amendment
and Restatement in accordance with its terms.
4. Each signatory hereto hereby agrees, with respect to each Foreign Pledge Agreement to
which it is a party, that to the extent permitted by applicable law:
(a) all of its obligations, liabilities and indebtedness under such Foreign Pledge
Agreement shall remain in full force and effect on a continuous basis after giving
effect to the Amendment and Restatement and this Acknowledgment and its guarantee of
the obligations, liabilities and indebtedness of the other Loan Parties under the
Credit Agreement (or any predecessor agreement) shall extend to and cover the Term
Loans and Revolving Extensions of Credit made under the Amendment and Restatement
(including the annexes thereto) and interest thereon and fees and expenses and other
obligations in respect thereof and in respect of commitments related thereto; and
(b) all of the Liens and security interests created and arising under such Foreign
Pledge Agreement remain in full force and effect on a continuous basis, and the
perfected status and priority of each such Lien and security interest continues in
full force and effect on a continuous basis, unimpaired, uninterrupted and
undischarged, after giving effect to the Amendment and Restatement, as collateral
security for its obligations, liabilities and indebtedness under the Amendment and
Restatement (including the annexes thereto) and under its guarantees in the Foreign
Pledge Agreement.
5. Each signatory hereto agrees that the provisions of Section 9.15 of the Amended and
Restated Guarantee and Collateral Agreement, dated February 7, 2007, as such provisions relate to
the release and/or subsequent reinstatement of security interests in Pledged Stock (as defined in
the Amended and Restated Guarantee and Collateral Agreement), shall apply in each case to the
shares of Capital Stock pledged under each Foreign Pledge Agreement.
6. Each signatory hereto agrees that it shall take any action reasonably requested by the
Administrative Agent in order to confirm or effect the intent of this Acknowledgment.
7. THIS ACKNOWLEDGMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.
8. This Acknowledgment may be executed by one or more of the parties hereto on any number of
separate counterparts (including by telecopy), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have caused this Acknowledgment to be executed and
delivered by a duly authorized officer on the date first above written.
| Scotts Sierra Investments, Inc., a Delaware corporation | ||||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |||
| Xxxxxx X. Xxxxxxxx, President and | ||||
| Chief Executive Officer | ||||
| OMS Investments, Inc., a Delaware corporation | ||||
| By: | /s/ Xxxxxx X. Xxxxxxxx | |||
| Xxxxxx X. Xxxxxxxx, President and | ||||
| Chief Executive Officer | ||||
Schedule 1
Foreign Pledge Agreements
| 1. | Share Pledge Agreement in respect of shares in Scotts Benelux BVBA, dated September 7, 2005, executed and delivered by Scotts-Sierra Investments, Inc. and OMS Investments, Inc. in favor of JPMorgan Chase Bank, N.A. |
| 2. | Equitable Mortgage of Shares, dated February 1, 2006, executed and delivered by Scotts-Sierra Investments, Inc. in favor of JPMorgan Chase Bank, N.A. |
