From: Garden Care Bidco Limited 6th Floor 30, Broadwick Street London W1F 8JB To: Scotts-Sierra Investments LLC The Scotts Miracle-Gro Company 14111 Scottslawn Road, Marysville, Ohio 43041, United States of America Dear Sirs Final Binding Offer for...Sale and Purchase Agreement • August 10th, 2017 • Scotts Miracle-Gro Co • Agricultural chemicals
We refer to the proposed agreement for the sale and purchase of the Scotts Miracle-Gro International Business (the “Group”), the form of which is attached as Exhibit 1 to this letter (“Sale and Purchase Agreement”), which may be entered into by The Scotts Miracle-Gro Company (the “Guarantor”), Scotts-Sierra Investments LLC (the “Seller”) and Garden Care Bidco Limited (the “Purchaser”) concerning the possible acquisition of the shares of the Group Companies listed in Part 1 and the businesses listed in Part 2 of Schedule 1 to the Sale and Purchase Agreement (the “Transaction”).
AMENDMENT NO. 2 Dated as of June 28, 2017 to FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 29, 2015Credit Agreement • August 10th, 2017 • Scotts Miracle-Gro Co • Agricultural chemicals • New York
THIS AMENDMENT NO. 2 (this “Amendment”) is made as of June 28, 2017 by and among The Scotts Miracle-Gro Company, an Ohio corporation (the “Company”), The Scotts Company LLC, an Ohio limited liability company, Scotts Australia PTY Ltd., a company incorporated in Australia, Scotts Canada Ltd., a company organized under the laws of Canada, Scotts Holdings Limited, a private limited company incorporated in England and Wales, The Scotts Company (UK) Limited, a private limited company incorporated in England and Wales, Scotts Treasury EEIG, a European economic interest grouping (each together with the Company and the other Subsidiary Borrowers, the “Borrowers”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Fourth Amended and Restated Credit Agreement dated as of October 29, 2015 by and among the Borrowers, the Lenders and the Administrative Agent (as amended, restated, s
