REGISTRATION RIGHTS AGREEMENT by and among THE SCOTTS MIRACLE-GRO COMPANY EG SYSTEMS, INC. GUTWEIN & CO., INC. HYPONEX CORPORATION MIRACLE-GRO LAWN PRODUCTS, INC. OMS INVESTMENTS, INC. ROD MCLELLAN COMPANY SANFORD SCIENTIFIC, INC. SCOTTS TEMECULA...Registration Rights Agreement • December 16th, 2010 • Scotts Miracle-Gro Co • Agricultural chemicals • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 16, 2010, by and among The Scotts Miracle-Gro Company, an Ohio corporation (the “Company”), the guarantors listed on the signature pages hereto (the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representative (the “Representative”) of the Initial Purchasers, each of whom has agreed to purchase the Company’s 6.625% Senior Notes due 2020 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
The Scotts Miracle-Gro Company PURCHASE AGREEMENT dated December 13, 2010 Merrill Lynch, Pierce, Fenner & Smith IncorporatedPurchase Agreement • December 16th, 2010 • Scotts Miracle-Gro Co • Agricultural chemicals • New York
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED As representative of the several Initial Purchasers One Bryant Park New York, NY 10036
THE SCOTTS MIRACLE-GRO COMPANY, as Issuer THE GUARANTORS PARTY HERETO, as Guarantors AND U.S. BANK NATIONAL ASSOCIATION, as Trustee 6.625% SENIOR NOTES DUE 2020 INDENTURE DATED AS OF December 16, 2010Indenture • December 16th, 2010 • Scotts Miracle-Gro Co • Agricultural chemicals • New York
INDENTURE dated as of December 16, 2010 (this “Indenture”), is by and among The Scotts Miracle-Gro Company, an Ohio corporation (such corporation and any successor, the “Company”), the Guarantors (as defined below) and U.S. Bank National Association, a national banking association, as trustee (such corporation and any successor, the “Trustee”).
SECOND AMENDMENTCredit Agreement • December 16th, 2010 • Scotts Miracle-Gro Co • Agricultural chemicals • New York
SECOND AMENDMENT, dated as of December 10, 2010 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of February 7, 2007 (as amended as of April 10, 2007, the “Credit Agreement”), among The Scotts Miracle-Gro Company, an Ohio corporation (the “Borrower”), the Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties to the Credit Agreement (the “Subsidiary Borrowers”), the several banks and other financial institutions and entities from time to time parties to the Credit Agreement (the “Lenders”), the Syndication Agent and the Documentation Agents named therein, and JPMorgan Chase Bank, N.A., as agent for the Lenders (in such capacity, the “Administrative Agent”).
