BORROWER AND DOMESTIC SUBSIDIARY GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • March 24th, 2005 • Scotts Miracle-Gro Co • Agricultural chemicals • New York
THIS BORROWER AND DOMESTIC SUBSIDIARY GUARANTEE AND COLLATERAL AGREEMENT, dated as of December 4, 1998, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of THE CHASE MANHATTAN BANK, as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement, dated as of December 4, 1998 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among The Scotts Company, an Ohio corporation (the “Borrower”), the Subsidiary Borrowers, the Lenders, the Administrative Agent, Credit Lyonnais Chicago Branch, as Co-Documentation Agent, NBD Bank, as Co-Documentation Agent, and Salomon Smith Barney Inc., as Syndication Agent.
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • March 24th, 2005 • Scotts Miracle-Gro Co • Agricultural chemicals
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of March 18, 2005, is among The Scotts Company, an Ohio corporation (the “Company”), The Scotts Miracle-Gro Company, an Ohio corporation (the “Holding Company”), The Scotts Company LLC, an Ohio limited liability company (the “Guaranteeing Subsidiary”), the subsidiary guarantors named on the signature pages hereto (collectively, the “Guarantors”) and U.S. Bank National Association, as trustee under the Indenture (as defined below) (the “Trustee”).
SUPPLEMENTAL INDENTURESupplemental Indenture • March 24th, 2005 • Scotts Miracle-Gro Co • Agricultural chemicals
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of October 15, 2004, among Smith & Hawken, Ltd. (the “Guaranteeing Subsidiary”), a subsidiary of The Scotts Company (or its successor), a corporation organized under the laws of Ohio (the “Company”), and U.S. Bank National Association, as trustee under the indenture referred to below (the “Trustee”).
JOINDER AGREEMENTJoinder Agreement • March 24th, 2005 • Scotts Miracle-Gro Co • Agricultural chemicals • New York
JOINDER AGREEMENT, dated as of March 18, 2005, entered into by THE SCOTTS MIRACLE-GRO COMPANY, an Ohio corporation (the “New Borrower”), relating to the Second Amended and Restated Credit Agreement, dated as of October 22, 2003 (as amended by the First Amendment, dated as of August 13, 2004, and the Second Amendment, dated as of November 5, 2004, the “Credit Agreement”) by and among The Scotts Company (the “Existing Borrower”), certain subsidiaries of the Existing Borrower from time to time party thereto, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings given such terms in the Credit Agreement.
ASSUMPTION AGREEMENTAssumption Agreement • March 24th, 2005 • Scotts Miracle-Gro Co • Agricultural chemicals • New York
WHEREAS, in connection with the Second Amended and Restated Credit Agreement, dated as of October 22, 2003 (as amended by the First Amendment, dated as of August 13, 2004, and the Second Amendment, dated as of November 5, 2004, the “Credit Agreement”) by and among The Scotts Company (“Scotts”), certain subsidiaries of Scotts party thereto, the Lenders, and Administrative Agent, Scotts and certain of its Affiliates (other than the Additional Grantor) have entered into the Borrower and Domestic Subsidiary Guarantee and Collateral Agreement, dated as of December 4, 1998 (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;
