ASSUMPTION AGREEMENT
Exhibit 4(d)
Execution copy
This
ASSUMPTION AGREEMENT, dated as of February 23, 2006, made by Xxxxxxx & Co.,
Inc., an Indiana corporation (the “Additional Grantor”), in favor of JPMorgan Chase Bank,
N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the banks
and other financial institutions (the “Lenders”) parties to the Credit Agreement referred
to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such
Credit Agreement.
W I T N E S S E T H :
WHEREAS, The Scotts Miracle-Gro Company, an Ohio corporation (the “Borrower”), the
Subsidiary Borrowers, the Lenders, the Administrative Agent, the Documentation Agent and the
Syndication Agent have entered into a Revolving Credit Agreement, dated as of July 21, 2005 (as
amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its Affiliates
(other than the Additional Grantor) have entered into the Guarantee and Collateral Agreement, dated
as of July 21, 2005 (as amended, supplemented or otherwise modified from time to time, the
“Guarantee and Collateral Agreement”) in favor of the Administrative Agent for the benefit
of the Lenders;
WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the
Guarantee and Collateral Agreement; and
WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in
order that it become a party to the Guarantee and Collateral Agreement.
NOW, THEREFORE, IT IS AGREED:
1. Guarantee and Collateral Agreement. By executing and delivering this Assumption
Agreement, the Additional Grantor, as provided in Section 9.14 of the Guarantee and Collateral
Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder
with the same force and effect as if it was originally named therein as a Grantor and, without
limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities
of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the
information set forth in the Schedules to the Guarantee and Collateral Agreement. The Additional
Grantor hereby represents and warrants that each of the representations and warranties contained in
Section 5 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof
(after giving effect to this Assumption Agreement) as if made on and as of such date.
2. Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed
and delivered as of the date first above written.
| XXXXXXX & CO., INC. | ||||
| By: | /s/ Xxxxxxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxxxxxx X. Xxxxx | |||
| Title: | Executive Vice President and CFO | |||
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Annex 1-A to
Assumption Agreement
Assumption Agreement
Supplement to Schedule 1
Supplement to Schedule 2
Supplement to Schedule 3
Supplement to Schedule 4
05/05/2006 — Columbus — 9893773
