REGISTRATION RIGHTS AGREEMENT by and among THE SCOTTS MIRACLE-GRO COMPANY, THE GUARANTORS and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as representative of the several Initial Purchasers Dated as of October 13, 2015Registration Rights Agreement • October 14th, 2015 • Scotts Miracle-Gro Co • Agricultural chemicals • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 13, 2015, 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 6.000% Senior Notes due 2023 (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 October 7, 2015 Merrill Lynch, Pierce, Fenner & Smith IncorporatedPurchase Agreement • October 14th, 2015 • 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.
THE SCOTTS MIRACLE-GRO COMPANY, as Issuer THE GUARANTORS PARTY HERETO, as Guarantors AND U.S. BANK NATIONAL ASSOCIATION, as Trustee 6.000% SENIOR NOTES DUE 2023 INDENTURE DATED AS OF October 13, 2015Scotts Miracle-Gro Co • October 14th, 2015 • Agricultural chemicals • New York
INDENTURE dated as of October 13, 2015 (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”).
