The Scotts Miracle-Gro Company UNDERWRITING AGREEMENT dated January 11, 2010 Banc of America Securities LLCUnderwriting Agreement • January 14th, 2010 • Scotts Miracle-Gro Co • Agricultural chemicals • New York
Introductory. The Scotts Miracle-Gro Company, an Ohio corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, $200,000,000 principal amount of its 7.25% Senior Notes due 2018 (the “Notes”). The Notes will be guaranteed (collectively, the “Guarantees”) by each of the subsidiary guarantors named in Schedule B hereto (the “Guarantors”). The Notes and the Guarantees are collectively referred to herein as the “Securities.” The Securities will be issued pursuant to an indenture to be dated as of the Closing Date (as defined in Section 4 hereof) (the “Base Indenture”), among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). Certain terms of the Securities will be established pursuant to a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indentur
THE SCOTTS MIRACLE-GRO COMPANY, as Issuer THE GUARANTORS PARTY HERETO, as Guarantors AND U.S. BANK NATIONAL ASSOCIATION, as Trustee 7.25% SENIOR NOTES DUE 2018 FIRST SUPPLEMENTAL INDENTURE DATED AS OF January 14, 2010 TO THE INDENTURE DATED AS OF...First Supplemental Indenture • January 14th, 2010 • Scotts Miracle-Gro Co • Agricultural chemicals • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of January 14, 2010 (this “Supplemental Indenture”), is by and among The Scotts Miracle-Gro Company, an Ohio corporation (such corporation and any successor as defined in the Base Indenture and herein, the “Company”), the Guarantors (as defined below) and U.S. Bank National Association, a national banking association, as trustee (such institution and any successor as defined in the Base Indenture, the “Trustee”).
THE SCOTTS MIRACLE-GRO COMPANY, as Issuer and THE GUARANTORS FROM TIME TO TIME PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Trustee Indenture Dated as of January 14, 2010Indenture • January 14th, 2010 • Scotts Miracle-Gro Co • Agricultural chemicals • New York
INDENTURE dated as of January 14, 2010, among THE SCOTTS MIRACLE-GRO COMPANY, an Ohio corporation (hereinafter called the “Company”), having its principal executive office at 14111 Scottslawn Road, Marysville, Ohio 43041, each of the Guarantors from time to time party hereto in respect of a particular series of Debt Securities (as defined below) and U.S. BANK NATIONAL ASSOCIATION (hereinafter called the “Trustee”), having its Corporate Trust Office at 10 West Broad Street, 12th Floor, Columbus, Ohio 43215.
