REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2016 • Scotts Miracle-Gro Co • Agricultural chemicals • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 15, 2016, 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 (as defined below), each of whom has agreed to purchase the Company’s 5.250% Senior Notes due 2026 (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.”
PURCHASE AGREEMENTPurchase Agreement • December 16th, 2016 • Scotts Miracle-Gro Co • Agricultural chemicals • New York
The Securities will be issued pursuant to an indenture to be dated as of the Closing Date (as defined in Section 3 hereof) (the “Indenture”), among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, dated January 12, 2010, and as supplemented on or before the Closing Date (the “DTC Agreement”), between the Company and the Depositary.
5.250% SENIOR NOTES DUE 2026 INDENTURE DATED AS OFIndenture Agreement • December 16th, 2016 • Scotts Miracle-Gro Co • Agricultural chemicals • New York
INDENTURE dated as of December 15, 2016 (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”).
