MASTER RECEIVABLES PURCHASE AGREEMENTMaster Receivables Purchase Agreement • November 1st, 2023 • Scotts Miracle-Gro Co • Agricultural chemicals • New York
This MASTER RECEIVABLES PURCHASE AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of October 27, 2023 among The Scotts Company LLC, an Ohio limited liability company, as a seller and a servicer hereunder, and such other Subsidiaries of The Scotts Miracle-Gro Company (the “Company”), if any, as may become party hereto as a seller and a servicer hereunder through a Seller Joinder Agreement pursuant to the terms hereof (“Additional Sellers” each a “Seller” and collectively the “Sellers”), and JPMorgan Chase Bank, N.A. (together with its successors and permitted assigns, the “Purchaser”). Capitalized terms not otherwise defined herein shall have the meanings set forth on Annex A attached hereto, and the principles of interpretation set forth in Annex A hereto shall apply to this Agreement and each other Transaction Document.
PERFORMANCE UNDERTAKINGScotts Miracle-Gro Co • November 1st, 2023 • Agricultural chemicals • New York
This PERFORMANCE UNDERTAKING, dated October 27, 2023 (as it may be amended, supplemented, restated or otherwise modified from time to time, this “Undertaking”), is made by The Scotts Miracle-Gro Company, an Ohio corporation (the “Guarantor”), in favor of JPMorgan Chase Bank, N.A. and any affiliate that becomes party to the Purchase Agreement (as defined below) (“JPMorgan”), as the Purchaser under the Purchase Agreement (as defined below), and each additional Purchaser that joins the Purchase Agreement in accordance with, and to the extent permitted by, its terms (together with JPMorgan, the “Purchaser”).
