EX-4.2



 Exhibit 4.2 
 EXECUTION VERSION 
 SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT

 made by 
 THE SCOTTS MIRACLE-GRO COMPANY, 
 EACH DOMESTIC SUBSIDIARY BORROWER 

and certain of their Domestic Subsidiaries 
 in favor of 
 JPMORGAN CHASE BANK, N.A., 

as Administrative Agent 
 Dated as of June 30, 2011 







 TABLE OF CONTENTS 

 

					
	 	  	 	  	 Page

			
	SECTION 1.	  	DEFINED TERMS	  	1
			
	 1.1.
	  	Definitions	  	1
	 1.2.
	  	Other Definitional Provisions	  	4
			
	SECTION 2.	  	BORROWER GUARANTEE	  	4
			
	 2.1.
	  	Borrower Guarantee	  	4
	 2.2.
	  	No Subrogation	  	5
	 2.3.
	  	Amendments, etc. with respect to the Subsidiary Borrower Obligations	  	5
	 2.4.
	  	Guarantee Absolute and Unconditional	  	5
	 2.5.
	  	Reinstatement	  	6
	 2.6.
	  	Payments	  	6
			
	SECTION 3.	  	DOMESTIC SUBSIDIARY GUARANTEE	  	6
			
	 3.1.
	  	Domestic Subsidiary Guarantee	  	6
	 3.2.
	  	Right of Contribution	  	7
	 3.3.
	  	No Subrogation	  	7
	 3.4.
	  	Amendments, etc. with respect to the Borrower Obligations and the Borrower’s Guarantor Obligations	  	8
	 3.5.
	  	Guarantees Absolute and Unconditional	  	8
	 3.6.
	  	Reinstatement	  	9
	 3.7.
	  	Payments	  	9
			
	SECTION 4.	  	GRANT OF SECURITY INTEREST	  	9
			
	SECTION 5.	  	REPRESENTATIONS AND WARRANTIES	  	10
			
	 5.1.
	  	Title; No Other Liens	  	10
	 5.2.
	  	Perfected First Priority Liens	  	10
	 5.3.
	  	Jurisdiction of Organization	  	10
	 5.4.
	  	Domestic Subsidiaries	  	10
	 5.5.
	  	Pledged Stock	  	11
		  	Receivables	  	11
			
	SECTION 6.	  	COVENANTS	  	11
			
	 6.1.
	  	Delivery of Certificated Securities	  	11
	 6.2.
	  	Maintenance of Insurance	  	11
	 6.3.
	  	Payment of Obligations	  	12
	 6.4.
	  	Maintenance of Perfected Security Interest; Further Documentation	  	12
	 6.5.
	  	Notices	  	12
	 6.6.
	  	Pledged Stock	  	12
	 6.7.
	  	Receivables	  	13









					
	SECTION 7.	  	REMEDIAL PROVISIONS	  	14
			
	 7.1.
	  	Certain Matters Relating to Receivables	  	14
	 7.2.
	  	Communications with Obligors; Grantors Remain Liable	  	14
	 7.3.
	  	Pledged Stock	  	15
	 7.4.
	  	Proceeds to be Turned Over To Administrative Agent	  	16
	 7.5.
	  	Application of Proceeds	  	16
	 7.6.
	  	Code and Other Remedies	  	16
	 7.7.
	  	Registration Rights	  	17
	 7.8.
	  	Deficiency	  	18
			
	SECTION 8.	  	THE ADMINISTRATIVE AGENT	  	18
			
	 8.1.
	  	Administrative Agent’s Appointment as Attorney-in-Fact, etc.	  	18
	 8.2.
	  	Duty of Administrative Agent	  	19
	 8.3.
	  	Execution of Financing Statements	  	20
	 8.4.
	  	Authority of Administrative Agent	  	20
			
	SECTION 9.	  	MISCELLANEOUS	  	20
			
	 9.1.
	  	Amendments in Writing	  	20
	 9.2.
	  	Notices	  	20
	 9.3.
	  	No Waiver by Course of Conduct; Cumulative Remedies	  	20
	 9.4.
	  	Enforcement Expenses; Indemnification	  	20
	 9.5.
	  	Successors and Assigns	  	21
	 9.6.
	  	Set-Off	  	21
	 9.7.
	  	Counterparts	  	21
	 9.8.
	  	Severability	  	21
	 9.9.
	  	Section Headings	  	22
	 9.10.
	  	Integration	  	22
	 9.11.
	  	GOVERNING LAW	  	22
	 9.12.
	  	Submission To Jurisdiction; Waivers	  	22
	 9.13.
	  	Acknowledgments	  	22
	 9.14.
	  	Additional Grantors	  	23
	 9.15.
	  	Releases; Reinstatement	  	23
	 9.16.
	  	Conflict of Laws	  	24
	 9.17.
	  	WAIVER OF JURY TRIAL	  	24
		
	SCHEDULES	  	
			
	Schedule 1	  	Notice Addresses of Guarantors	  	
	Schedule 2	  	Description of Pledged Stock	  	
	Schedule 3	  	Jurisdiction of Incorporation	  	
	Schedule 4	  	Domestic Subsidiaries	  	
	Schedule 5	  	Non-Pledging Subsidiaries	  	








 THIS SECOND AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of
June 30, 2011 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 JPMORGAN CHASE BANK, N.A., 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 Second Amended and Restated Credit Agreement, dated as of June 30, 2011 (as
amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among THE SCOTTS MIRACLE-GRO COMPANY, an Ohio corporation (the “Borrower”), the Subsidiary Borrowers, (as defined in the Credit
Agreement) from time to time parties to the Credit Agreement, the Syndication Agent and the Documentation Agents named therein and the Administrative Agent. 
 W I T N E S S E T H: 
 WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrower and the Subsidiary Borrowers upon the terms and subject to the conditions set
forth therein; 
 WHEREAS, the Borrower and each Subsidiary Borrower is a member of an affiliated group of companies that
includes each other Grantor; 
 WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in
part to enable the Borrower and each Subsidiary Borrower to make valuable transfers to one or more of the other Grantors in connection with the operation of their respective businesses; 

WHEREAS, the Borrower, each Subsidiary Borrower and the other Grantors are engaged in related businesses, and each Grantor will derive
substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement; and 
 WHEREAS,
it is a condition precedent to the obligation of the Lenders to make their respective extensions of credit to the Borrower and any Subsidiary Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to
the Administrative Agent for the ratable benefit of the Secured Parties; 
 NOW, THEREFORE, in consideration of the premises and
to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower and each Subsidiary Borrower thereunder, each Grantor hereby agrees with
the Administrative Agent, for the ratable benefit of the Secured Parties, as follows: 
 SECTION 1. DEFINED TERMS

 1.1. Definitions (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have
the meanings given to them in the Credit Agreement and the following terms are used herein as defined in the New York UCC: Accounts, Certificated Security, Chattel Paper, Equipment, Inventory, Instruments and Supporting Obligations. 

(b) The following terms shall have the following meanings: 

“Agreement”: this Second Amended and Restated Guarantee and Collateral Agreement, as the same may be
amended, supplemented or otherwise modified from time to time. 

  
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 “Borrower Obligations”: the collective reference to the
unpaid principal of and interest on the Loans and Reimbursement Obligations and all other obligations and liabilities of the Borrower (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement
after the maturity of the Loans and Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or
like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or any Lender (or, in the case of any Lender Hedging Agreement or Lender Cash
Management Agreement, any Affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, this
Agreement, the other Loan Documents, any Letter of Credit, any Lender Hedging Agreement, any Lender Cash Management Agreement or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of
principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by the
Borrower pursuant to the terms of any of the foregoing agreements). 
 “Borrower’s Guarantor
Obligations”: without duplicating any Borrower Obligations, all obligations and liabilities of the Borrower which may arise under or in connection with this Agreement (including, without limitation, Section 2) or any other Loan
Document to which the Borrower is a party, whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the
Administrative Agent or to the Lenders that are required to be paid by the Borrower pursuant to the terms of this Agreement or any other Loan Document). 
 “Collateral”: as defined in Section 4. 

“Foreign Subsidiary”: any Subsidiary organized under the laws of any jurisdiction outside the United
States of America, except for any such Subsidiary which is a “check-the-box” entity under Regulation section 301.7701-3 of the Code. 
 “Foreign Subsidiary Voting Stock”: the voting Capital Stock of any Foreign Subsidiary. 
 “Full Security Period”: any period from and after the Closing Date other than any Unsecured Period. 

“Guarantor Obligations”: with respect to any Guarantor, without duplicating any Subsidiary Borrower
Obligations, all obligations and liabilities of such Guarantor which may arise under or in connection with this Agreement (including, without limitation, Section 3) or any other Loan Document to which such Guarantor is a party, in each case
whether on account of guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are
required to be paid by such Guarantor pursuant to the terms of this Agreement or any other Loan Document). 

“Guarantors”: the collective reference to each Grantor other than the Borrower. For the avoidance of
doubt, notwithstanding any other provision of this Agreement, the parties hereto expressly agree that no Foreign Subsidiary shall be a Guarantor. 

  
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 “Issuers”: the collective reference to each issuer of any
Pledged Stock. 
 “New York UCC”: the Uniform Commercial Code as from time to time in effect in
the State of New York. 
 “Obligations”: (i) in the case of the Borrower, the Borrower
Obligations and the Borrower’s Guarantor Obligations, (ii) in the case of each Guarantor which is also a Domestic Subsidiary Borrower, its Subsidiary Borrower Obligations, and (iii) in the case of each Guarantor (whether or not a
Domestic Subsidiary Borrower), its Guarantor Obligations. 
 “Pledged Stock”: the shares of
Capital Stock listed on Schedule 2, together with any other shares, stock certificates, options or rights of any nature whatsoever in respect of the Capital Stock of any Subsidiary of the Borrower (to the extent required to be pledged under
Section 6.11 of the Credit Agreement) that may be issued or granted to, or held by, any Grantor while this Agreement is in effect; provided that in no event shall the “Pledged Stock” include the Capital Stock of any of the
Subsidiaries listed on Schedule 5 or more than 65% of the total outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary be required to be pledged hereunder; provided further that the shares of Capital Stock of Scotts
Australia Pty Limited (the “Scotts Australia Shares”) shall not constitute Pledged Stock at any time when the 2005 Equitable Share Mortgage made by Scotts-Sierra Investments, Inc. in favor of JPMCB (or any such successor Foreign Pledge
Agreement entered into in respect of the Scotts Australia Shares for the benefit of the Secured Parties) shall be in effect. 
 “Proceeds”: all “proceeds” as such term is defined in Section 9-102(a)(64) of the New York UCC and, in any event, shall include, without limitation, all dividends or other
income from the Pledged Stock, collections thereon or distributions or payments with respect thereto. 

“Ratings Release Date”: as defined in Section 9.15(c). 

“Receivable”: shall mean any Account and any other right to payment for goods sold or leased or for
services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance, other than Sold Receivables. 

“Secured Parties”: the collective reference to the Administrative Agent, the Lenders and any Affiliate of
any Lender to which Borrower Obligations or Guarantor Obligations, as applicable, are owed. 

“Securities Act”: the Securities Act of 1933, as amended. 

“Subsidiary Borrower Obligations”: with respect to each Subsidiary Borrower, without duplicating any
Guarantor Obligations, the collective reference to the unpaid principal of and interest on the Loans and all other obligations and liabilities of such Subsidiary Borrower (including, without limitation, interest accruing at the then applicable rate
provided in the Credit Agreement after the maturity of the Loans and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization
or like proceeding, relating to such Subsidiary Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or any Lender (or, in the case of any Lender Hedge Agreement or
Lender Cash Management Agreement, any Affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit
Agreement, this Agreement, the 

  
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other Loan Documents, any Letter of Credit, any Lender Hedging Agreement, any Lender Cash Management Agreement or any other document made, delivered or given in connection with any of the
foregoing, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the
Lenders that are required to be paid by such Subsidiary Borrower pursuant to the terms of any of the foregoing agreements). 
 “Unsecured Period”: as defined in Section 9.15(c). 
 1.2.
Other Definitional Provisions (a) The words “hereof,” “herein”, “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise specified. 

(b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

 (c) Where the context requires, terms relating to the Collateral or any part thereof, when used in relation to a Grantor,
shall refer to such Grantor’s Collateral or the relevant part thereof. 
 SECTION 2. BORROWER GUARANTEE 

2.1 Borrower Guarantee (a) The Borrower hereby, unconditionally and irrevocably, guarantees to the Administrative Agent, for the
ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by each Subsidiary Borrower when due (whether at the stated maturity, by acceleration or
otherwise) of its Subsidiary Borrower Obligations. 
 (b) Anything herein or in any other Loan Document to the contrary
notwithstanding, the maximum liability of the Borrower hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by the Borrower under applicable federal and state laws relating to the insolvency of
debtors. 
 (c) The guarantee contained in this Section 2 shall remain in full force and effect until all the Subsidiary
Borrower Obligations and the obligations of the Borrower under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of Credit shall be outstanding and the Commitments and Loans shall be terminated,
notwithstanding that from time to time during the term of the Credit Agreement each Subsidiary Borrower may be free from any Subsidiary Borrower Obligations. 
 (d) No payment made by any Subsidiary Borrower, any of the other Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from any Subsidiary
Borrower, any of the other Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Subsidiary
Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Borrower hereunder which shall, notwithstanding any such payment (other than any payment made by the Borrower in respect of the Subsidiary
Borrower Obligations or any payment received or collected from the Borrower in respect of the Subsidiary Borrower Obligations), remain liable for the Subsidiary Borrower Obligations up to the maximum liability of the Borrower hereunder until the
Subsidiary Borrower Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments are terminated. 

  
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 2.2. No Subrogation. Notwithstanding any payment or payments made by the Borrower
hereunder, or any set-off or application of funds of the Borrower by the Administrative Agent or any Lender, the Borrower shall not be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Subsidiary
Borrowers or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Subsidiary Borrower Obligations, nor shall the Borrower seek or be entitled to seek any contribution
or reimbursement from the Subsidiary Borrowers in respect of payments made by the Borrower hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Subsidiary Borrowers on account of the Subsidiary Borrower Obligations
are paid in full and the Commitments and Loans are terminated. If any amount shall be paid to the Borrower on account of such subrogation rights at any time when all of the Subsidiary Borrower Obligations shall not have been paid in full, such
amount shall be held by the Borrower in trust for the Administrative Agent and the Lenders, segregated from other funds of the Borrower, and shall, forthwith upon receipt by the Borrower, be turned over to the Administrative Agent in the exact form
received by the Borrower (duly indorsed by the Borrower to the Administrative Agent, if required), to be applied against the Subsidiary Borrower Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

 2.3. Amendments, etc. with respect to the Subsidiary Borrower Obligations. The Borrower shall remain obligated
hereunder notwithstanding that, without any reservation of rights against the Borrower and without notice to or further assent by the Borrower, any demand for payment of any of the Subsidiary Borrower Obligations made by the Administrative Agent or
any Lender may be rescinded by the Administrative Agent or such Lender and any of the Subsidiary Borrower Obligations continued, and the Subsidiary Borrower Obligations, or the liability of any other Person upon or for any part thereof, or any
collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative
Agent or any Lender, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent
(or the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Subsidiary
Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the
Subsidiary Borrower Obligations or for the guarantee contained in this Section 2 or any property subject thereto. 
 2.4.
Guarantee Absolute and Unconditional. The Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any
Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Subsidiary Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or
incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and the Subsidiary Borrowers, on the one hand, and the Administrative Agent and the Lenders, on
the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower waives diligence, presentment, protest, demand for payment and notice of default or
nonpayment to or upon the Borrower or the applicable Subsidiary Borrower with respect to the Subsidiary Borrower Obligations. The Borrower understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing,
absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Subsidiary Borrower Obligations or any other collateral security therefor or
guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or 

  
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counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Subsidiary Borrower or any other Person against the Administrative Agent
or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or any Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the
Subsidiary Borrowers for the Subsidiary Borrower Obligations, or of the Borrower under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and
remedies hereunder against the Borrower, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Subsidiary Borrowers or any
other Person or against any collateral security or guarantee for the Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other
rights or remedies or to collect any payments from the Borrower, any Subsidiary Borrower, or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any
Subsidiary Borrower or any other Person or any such collateral security, guarantee or right of offset, shall not relieve the Borrower of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express,
implied or available as a matter of law, of the Administrative Agent or any Lender against the Borrower. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings. 

2.5. Reinstatement. The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case
may be, if at any time payment, or any part thereof, of any of the Subsidiary Borrower Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Borrower, any Subsidiary Borrower or any other Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower, any Subsidiary
Borrower or any other Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made. 
 2.6. Payments. The Borrower hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in Dollars or the applicable Optional Currency at the
office of the Administrative Agent located at 270 Park Avenue, New York, New York 10017 or at such other place and time specified by the Administrative Agent. 
 SECTION 3. DOMESTIC SUBSIDIARY GUARANTEE 
 3.1. Domestic Subsidiary
Guarantee 
 (a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the
Administrative Agent, for the ratable benefit of the Secured Parties and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the stated maturity, by
acceleration or otherwise) of the Borrower Obligations and the Borrower’s Guarantor Obligations. 
 (b) Anything herein or
in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal
and state laws relating to the insolvency of debtors (after giving effect to the right of contribution established in Section 3.2). 

  
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 (c) Each Guarantor agrees that the Borrower Obligations and the Borrower’s Guarantor
Obligations either solely or collectively, may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 3 or affecting the rights and remedies of
the Administrative Agent or any Lender hereunder. 
 (d) The guarantees contained in this Section 3 shall remain in full
force and effect until all the Borrower Obligations and the Borrower’s Guarantor Obligations and the obligations of each Guarantor under the guarantees contained in this Section 3 shall have been satisfied by payment in full, no Letter of
Credit shall be outstanding and the Commitments and Loans shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement, the Borrower may be free from any Borrower Obligations and any Borrower’s Guarantor
Obligations. 
 (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received
or collected by the Administrative Agent or any Lender from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to
time in reduction of or in payment of the Borrower Obligations or the Borrower’s Guarantor Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such
payment (other than any payment made by such Guarantor in respect of the Borrower Obligations or the Borrower’s Guarantor Obligations or any payment received or collected from such Guarantor in respect of the Borrower Obligations or the
Borrower’s Guarantor Obligations) remain liable for the Borrower Obligations and the Borrower’s Guarantor Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations and the Borrower’s Guarantor
Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments and Loans are terminated. 
 3.2.
Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from
and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 3.3. The provisions of this
Section 3.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the Lenders, and each Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount
guaranteed by such Guarantor hereunder. 
 3.3. No Subrogation. Notwithstanding any payment made by any Guarantor
hereunder or any set-off or application of funds of any Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or any
other Guarantor or any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations or the Borrower’s Guarantor Obligations nor shall any Guarantor seek or be
entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of
the Borrower Obligations and the Borrower’s Guarantor Obligations are paid in full, no Letter of Credit shall be outstanding and the Commitments and Loans are terminated. If any amount shall be paid to any Guarantor on account of such
subrogation rights at any time when all of the Borrower Obligations and the Borrower’s Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lenders,
segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent,
if required), to be applied against the Borrower Obligations and the Borrower’s Guarantor Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine. 

  
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 3.4. Amendments, etc. with respect to the Borrower Obligations and the Borrower’s
Guarantor Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the
Borrower Obligations or the Borrower’s Guarantor Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender and any of the Borrower Obligations and the Borrower’s Guarantor
Obligations continued, and the Borrower Obligations and the Borrower’s Guarantor Obligations or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement and the other Loan Documents
and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may deem
advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Borrower Obligations or the Borrower’s Guarantor Obligations may be sold,
exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or the
Borrower’s Guarantor Obligations or for the guarantee contained in this Section 3 or any property subject thereto. 

3.5. Guarantees Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or
accrual of any of the Borrower Obligations or Borrower’s Guarantor Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon any of the guarantees contained in this Section 3 or acceptance of the
guarantees contained in this Section 3; the Borrower Obligations and the Borrower’s Guarantor Obligations and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived,
in reliance upon the guarantee contained in this Section 3; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively
presumed to have been had or consummated in reliance upon the guarantee contained in this Section 3. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of
the Guarantors with respect to the Borrower Obligations and the Borrower’s Guarantor Obligations. Each Guarantor understands and agrees that the guarantees contained in this Section 3 shall be construed as a continuing, absolute and
unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, any of the Borrower Obligations or the Borrower’s Guarantor Obligations or any other collateral
security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance)
which may at any time be available to or be asserted by the Borrower or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such
Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the Borrower Obligations or the Borrower’s Guarantor Obligations, or of such Guarantor under the guarantee contained in this
Section 3, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to,
make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Borrower Obligations or the Borrower’s
Guarantor Obligations or any right of offset with respect thereto, and any 

  
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failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other
Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall
not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor.
For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. 
 3.6.
Reinstatement. The guarantees contained in this Section 3 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations or the Borrower’s
Guarantor Obligations, is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made. 

3.7 Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or
counterclaim in Dollars or the applicable Optional Currency at the office of the Administrative Agent located at 270 Park Avenue, New York, New York 10017 or at such other place and time specified by the Administrative Agent. 

SECTION 4. GRANT OF SECURITY INTEREST 
 Subject to Section 9.15, each Grantor hereby assigns and transfers to the Administrative Agent, and hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a
security interest in, all of the following property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the
“Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations: 

(a) all Receivables; 
 (b) all Equipment; 
 (c) all Inventory; 

(d) all Pledged Stock; 
 (e) all books and records pertaining to the Collateral; and 
 (f) to the extent
not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing. 

Notwithstanding the limitation on the inclusions of Foreign Subsidiary Voting Stock in the definition of Pledged Stock, the remaining 35%
of the outstanding Foreign Subsidiary Voting Stock of any Foreign Subsidiary Borrower (other than Scotts Treasury EEIG, Scotts Australia Ptd Ltd. and otherwise subject to Section 4.19 of the Credit Agreement) shall be pledged and subject to a
grant of a 

  
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security interest therein subject to this Section 4; provided that such pledge and grant shall only secure the obligations of such Foreign Subsidiary Borrower in its capacity as such
under the Credit Agreement; provided further, that notwithstanding any of the other provisions set forth in this Section 4, this Agreement shall not constitute a grant of a security interest in any property to the extent that such
grant of a security interest is prohibited by any Requirements of Law of a Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or is prohibited by, or constitutes a breach or
default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Pledged Stock, any applicable
shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or
termination or requiring such consent is ineffective under applicable law. 
 SECTION 5. REPRESENTATIONS AND WARRANTIES

 To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their
respective extensions of credit to the Borrower and each Subsidiary Borrower thereunder, each Grantor hereby represents and warrants to the Administrative Agent and each Lender that other than during any Unsecured Period: 

5.1. Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the
Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing
statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent, for the ratable benefit of the Secured Parties,
pursuant to this Agreement or as are permitted by the Credit Agreement. 
 5.2. Perfected First Priority Liens. The
security interests granted pursuant to this Agreement will constitute valid perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such
Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor (other than Inventory sold by such Grantor in the ordinary
course of business and except as otherwise permitted by the Credit Agreement), to the extent that perfection or enforceability against third parties is obtainable by completion of the filings and other actions set forth on Schedule 3 or any
similar filings or other actions in other jurisdictions in the United States of America and are prior to all other Liens on the Collateral which have priority over the Liens on the Collateral by operation of law and other Liens on the Collateral
permitted by the Credit Agreement. 
 5.3. Jurisdiction of Organization. On the Closing Date, such Grantor’s
jurisdiction of organization and identification number from the jurisdiction of organization (if any) are set forth on Schedule 3. Such Grantor has furnished to the Administrative Agent a certified charter, certificate of incorporation or other
organizational document and good standing certificate as of a date which is recent to the Closing Date. 
 5.4. Domestic
Subsidiaries. On the Closing Date, Schedule 4 sets forth a true and complete list of the Domestic Subsidiaries. 

  
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 5.5. Pledged Stock. 

(a) The shares of the Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of
the Capital Stock of each Issuer owned by such Grantor or, in the case of Foreign Subsidiary Voting Stock, if less, 65% of the outstanding Foreign Subsidiary Voting Stock of each relevant Issuer. 

(b) All the shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable. 

(c) Such Grantor is the record and beneficial owner of, and has good and marketable title to, the Pledged Stock pledged by it hereunder,
free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and except as permitted under subsection 7.1 of the Credit Agreement. 

5.6. Receivables. During any Full Security Period, 
 (a) None of the obligors on any Receivables is a Governmental Authority. 
 (b) The
amounts represented by such Grantor to the Lenders from time to time as owing to such Grantor in respect of the Receivables will at such times be accurate in all material respects. 

SECTION 6. COVENANTS 
 Each Grantor covenants and agrees with the Administrative Agent and the Lenders that, from and after the date of this Agreement until the Obligations shall have been paid in full, no Letter of Credit
shall be outstanding and the Commitments and Loans shall have terminated (other than unasserted contingent obligations not yet due and payable), other than during any Unsecured Period, 

6.1. Delivery of Certificated Securities. If any amount payable under or in connection with any of the Collateral shall be or
become evidenced by any Certificated Security, such Certificated Security shall be promptly delivered to the Administrative Agent, duly indorsed (including by delivery of related stock powers) in a manner satisfactory to the Administrative Agent, to
be held as Collateral pursuant to this Agreement. 
 6.2. Maintenance of Insurance. During any Full Security Period,

 (a) Such Grantor will maintain, with financially sound and reputable companies, insurance policies (i) insuring the
Inventory and Equipment against loss by fire, explosion, theft and such other casualties as may be reasonably satisfactory to the Administrative Agent and (ii) to the extent requested by the Administrative Agent, insuring such Grantor, the
Administrative Agent and the Lenders against liability for personal injury and property damage relating to such Inventory and Equipment, such policies to be in such form and amounts and having such coverage as may be reasonably satisfactory to the
Administrative Agent and the Lenders. 
 (b) All such insurance shall (i) provide that no cancellation, material reduction
in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof, (ii) name the Administrative Agent as insured party or loss payee, (iii) if
reasonably requested by the Administrative Agent, include a breach of warranty clause and (iv) be reasonably satisfactory in all other respects to the Administrative Agent. 

(c) The Borrower shall deliver to the Administrative Agent and the Lenders a report of a reputable insurance broker with respect to such
insurance substantially concurrently with each delivery of the Borrower’s audited annual financial statements and such supplemental reports with respect thereto as the Administrative Agent may from time to time reasonably request. 

  
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 6.3. Payment of Obligations. Such Grantor will pay and discharge or otherwise satisfy
at or before maturity or before they become delinquent, as the case may be, all taxes, assessments and governmental charges or levies imposed upon a material portion of the Collateral or in respect of income or profits therefrom, as well as all
claims of any kind against or with respect to the Collateral, except that no such charge need be paid if the amount or validity thereof is currently being contested in good faith by appropriate proceedings, reserves in conformity with GAAP with
respect thereto have been provided on the books of such Grantor and such proceedings could not reasonably be expected to result in the sale, forfeiture or loss of any material portion of the Collateral or any interest therein. 

6.4. Maintenance of Perfected Security Interest; Further Documentation. Such Grantor shall maintain the security interest created
by this Agreement as a perfected security interest having at least the priority described in Section 5.2 and shall take commercially reasonable steps to defend such security interest against the claims and demands of all Persons whomsoever
other than with respect to liens permitted by the Credit Agreement. 
 6.5. Notices. The Borrower will advise the
Administrative Agent and the Lenders promptly, in reasonable detail, of: 
 (a) any Lien (other than security interests created
hereby or Liens permitted under the Credit Agreement) on any material portion of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder; and 

(b) of the occurrence of any other event which could reasonably be expected to have a material adverse effect on the aggregate value of
the Collateral or on the security interests created hereby. 
 (c) At any time and from time to time, upon the written request
of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may
reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform
Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Pledged Stock and any other relevant Collateral, taking any actions necessary to enable the
Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto. 
 6.6. Pledged Stock 
 (a) If such Grantor shall become entitled to receive
or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection
with any reorganization), option or rights in respect of the Capital Stock of any Issuer which is a direct or indirect Domestic Subsidiary of such Grantor and which is Pledged Stock, whether in addition to, in substitution of, as a conversion of, or
in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent and the Lenders, hold the same in trust for the Administrative Agent and the Lenders and
deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed (including by delivery of related stock or 

  
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bond powers) by such Grantor to the Administrative Agent, if required by the Credit Agreement, together with an undated stock power covering such certificate duly executed in blank by such
Grantor to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for such Grantor’s Obligations. Except as otherwise permitted by the Credit Agreement, any sums paid upon or in respect of the
Collateral upon the liquidation or dissolution of any Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the applicable Grantor’s Obligations, and in case any distribution of
capital shall be made on or in respect of the Collateral or any property shall be distributed upon or with respect to the Collateral pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization
thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for
such Obligations except to the extent permitted under Subsection 6.3. If any sums of money or property so paid or distributed in respect of the Collateral upon the liquidation or dissolution of any issuer not permitted by the Credit Agreement shall
be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Lenders, segregated from other funds of such Grantor, as additional
collateral security for the Obligations. 
 Without the prior written consent of the Administrative Agent or unless permitted by
the Credit Agreement, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right
to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral (except pursuant to a transaction
permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the security interests created by
this Agreement or otherwise permitted by the Credit Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent to sell, assign or transfer any of the Collateral.

 In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this
Agreement relating to the Pledged Stock issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described
in Section 6.5 with respect to the Pledged Stock issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to
Section 7.3(c) or 7.7 with respect to the Pledged Stock issued by it. 
 6.7. Receivables. During any Full Security
Period, 
 (a) Other than in the ordinary course of business consistent with its past practice, such Grantor will not
(i) grant any extension of the time of payment of any Receivable, (ii) compromise or settle any Receivable for less than the full amount thereof, (iii) release, wholly or partially, any Person liable for the payment of any Receivable,
(iv) allow any credit or discount whatsoever on any Receivable or (v) amend, supplement or modify any Receivable in any manner that could materially adversely affect the value thereof. 

(b) Such Grantor will deliver to the Administrative Agent a copy of each material demand, notice or document received by it that
questions or calls into doubt the validity or enforceability of more than 5% of the aggregate amount of the then outstanding Receivables. 

  
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 (c) Anything contained in this Agreement to the contrary notwithstanding, the Grantors, or
any of them, shall have the right to enter into one or more Receivables Purchase Facilities, as contemplated by the Credit Agreement, and the Administrative Agent shall execute any and all documents reasonably necessary to release its security
interest in the Receivables which become Sold Receivables upon the consummation of such Receivables Purchase Facility(ies). 

SECTION 7. REMEDIAL PROVISIONS 
 7.1. Certain Matters Relating to Receivables. During any Full Security Period, 
 (a) The Administrative Agent shall have the right after the occurrence and during the continuance of an Event of Default to make test verifications of the Receivables in any manner and through any medium
that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may require in connection with such test verifications. At any time and from time to time, after the occurrence
and during the continuance of an Event of Default, upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to
furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. 
 (b) The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Receivables, and the Administrative Agent may curtail or terminate said authority at any time after the
occurrence and during the continuance of an Event of Default. If required by the Administrative Agent at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor,
(i) shall be forthwith (and, in any event, within two Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Administrative Agent if required, in a Collateral Account maintained under the sole
dominion and control of the Administrative Agent, subject to withdrawal by the Administrative Agent for the account of the Lenders only as provided in Section 7.5, and (ii) until so turned over, shall be held by such Grantor in trust for
the Administrative Agent and the Lenders, segregated from other funds of such Grantor. Each such deposit of Proceeds of Receivables shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in
the deposit. 
 (c) At the Administrative Agent’s request, after the occurrence and during the continuance of an Event of
Default, each Grantor shall deliver to the Administrative Agent all original and other documents evidencing, and relating to, the agreements and transactions which gave rise to the Receivables, including, without limitation, all original orders,
invoices and shipping receipts. 
 7.2. Communications with Obligors; Grantors Remain Liable. During any Full Security
Period, 
 (a) The Administrative Agent in its own name or in the name of others may at any time after the occurrence and during
the continuance of an Event of Default communicate with obligors under the Receivables to verify with them to the Administrative Agent’s satisfaction the existence, amount and terms of any Receivables. 

(b) Upon the written request of the Administrative Agent at any time after the occurrence and during the continuance of an Event of
Default, each Grantor shall notify obligors on its Receivables that the Receivables have been assigned to the Administrative Agent for the ratable benefit of the Secured Parties and that payments in respect thereof shall be made directly to the
Administrative Agent. 

  
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 (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under
each of its Receivables to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Administrative Agent nor any Lender
shall have any obligation or liability under any Receivable (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Administrative Agent or any Lender of any payment relating thereto, nor shall the
Administrative Agent or any Lender be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable (or any agreement giving rise thereto), to make any payment, to make any inquiry as to the nature or
the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have
been assigned to it or to which it may be entitled at any time or times. 
 7.3. Pledged Stock 

(a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant
Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock, in each case paid in the
normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, to pay and declare dividends to the extent permitted by the Credit Agreement and to exercise all voting and
corporate rights with respect to the Pledged Stock; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the
Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. 
 (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give written notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the
Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Stock and make application thereof to the Obligations in such order as the Administrative Agent may determine,
and (ii) any or all of the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining
to such Pledged Stock at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Stock
as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the
corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the
Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by
it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. 

(c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Stock pledged by such Grantor hereunder to (i) comply
with any instruction received by it from the 

  
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Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any
other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the
Pledged Stock directly to the Administrative Agent. 
 7.4. Proceeds to be Turned Over To Administrative Agent. If an
Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, checks and other near-cash items shall be held by such Grantor in trust for the Administrative Agent and the Lenders, segregated from other
funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Administrative Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Administrative Agent, if required). All Proceeds
received by the Administrative Agent under this section 7.4 shall be held by the Administrative Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Administrative Agent in a Collateral Account
(or by such Grantor in trust for the Administrative Agent and the Lenders) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 7.7. 

7.5. Application of Proceeds. At such intervals as may be agreed upon by the Borrower and the Administrative Agent, or, if an
Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, the Administrative Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account,
and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: 
 First,
to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; 
 Second, to the
Administrative Agent, for application by it towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Secured Parties according to the amounts of the Obligations then due and owing and
remaining unpaid to the Lenders; 
 Third, to the Administrative Agent, for application by it towards prepayment of the
Obligations, pro rata among the Secured Parties according to the amounts of the Obligations then held by the Lenders; and 

Fourth, any balance remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the
Commitments shall have been terminated shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive the same. 
 7.6. Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies
granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the
generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other
Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease,
assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at 

  
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public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and
at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by
law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the
Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The
Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping
of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, in accordance with
Section 7.5 of this agreement, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC,
need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out
of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other
disposition. 
 7.7. Registration Rights 
 (a) If the Administrative Agent shall determine to exercise its right to sell any or all of the Pledged Stock pursuant to Section 7.6, and if in the opinion of the Administrative Agent it is
necessary or advisable to have the Pledged Stock, or that portion thereof to be sold, registered under the provisions of the Securities Act, the relevant Grantor will cause the Issuer thereof to (i) execute and deliver, and cause the directors
and officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register the Pledged Stock, or
that portion thereof to be sold, under the provisions of the Securities Act, (ii) use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of
the first public offering of the Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in
conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Grantor agrees to cause such Issuer to comply with the provisions of the securities or “Blue
Sky” laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of
Section 11(a) of the Securities Act. 
 (b) Each Grantor recognizes that the Administrative Agent may be unable to effect a
public sale of any or all the Pledged Stock, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted
group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such
private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner.
The Administrative Agent shall be under no obligation to delay a sale 

  
 17 









 
of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state
securities laws, even if such Issuer would agree to do so. 
 (c) Each Grantor agrees to use its best efforts to do or cause to
be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Stock pursuant to this Section 7.7 valid and binding and in compliance with any and all other applicable Requirements of Law. Each
Grantor further agrees that a breach of any of the covenants contained in this Section 7.7 will cause irreparable injury to the Administrative Agent and the Lenders, that the Administrative Agent and the Lenders have no adequate remedy at law
in respect of such breach and, as a consequence, that each and every covenant contained in this Section 7.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an
action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement. 
 7.8. Deficiency. Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the fees and
disbursements of any attorneys employed by the Administrative Agent or any Lender to collect such deficiency. 
 SECTION
8. THE ADMINISTRATIVE AGENT 
 8.1. Administrative Agent’s Appointment as Attorney-in-Fact, etc 

(a) Each Grantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power
of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, for the purpose of carrying out the terms of this
Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, each
Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any or all of the following: 

(i) in the name of such Grantor or its own name, or otherwise, take possession of and indorse and collect any checks,
drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed
appropriate by the Administrative Agent for the purpose of collecting any and all such moneys due under any Receivable or with respect to any other Collateral whenever payable; 

(ii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, effect any repairs or any
insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; 
 (iii) execute, in connection with any sale provided for in Section 7.6 or 7.7, any indorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and

 (iv) direct any party liable for any payment under any of the Collateral to make payment of any and all moneys
due or to become due thereunder directly to the Administrative Agent or as the Administrative Agent shall direct; (1) ask or demand for, collect, and receive 

  
 18 









 
payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (2) sign and indorse any invoices,
freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (3) commence and prosecute any suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (4) defend any suit, action or proceeding brought against such
Grantor with respect to any Collateral; (5) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the Administrative Agent may deem appropriate; and
(6) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes, and do, at
the Administrative Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Administrative Agent deems necessary to protect, preserve or realize upon the Collateral and the Administrative
Agent’s and the Lenders’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. 
 Anything in this Section 8.1(a) to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any rights under the power of attorney provided for in this
Section 8.1(a) unless an Event of Default shall have occurred and be continuing. 
 (b) If any Grantor fails to perform or
comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement. 

(c) The expenses of the Administrative Agent incurred in connection with actions undertaken as provided in this Section 8.1,
together with interest thereon at a rate per annum equal to the highest rate per annum at which interest would then be payable on any category of past due ABR Loans under the Credit Agreement, from the date of payment by the Administrative Agent to
the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Administrative Agent on demand. 
 (d) All
powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released. 

8.2. Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical
preservation of the Collateral in its possession is to comply with Section 9-207 of the New York UCC. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure
to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action
whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the Lenders’ interests in the Collateral and
shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers,
and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. 

  
 19 









 8.3. Execution of Financing Statements. Pursuant to any applicable law, each Grantor
authorizes the Administrative Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the
Administrative Agent determines appropriate to perfect the security interests of the Administrative Agent under this Agreement. Each Grantor hereby ratifies and authorizes the filing by the Administrative Agent of any financing statement solely with
respect to the Collateral made prior to the Closing Date. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any
jurisdiction. 
 8.4. Authority of Administrative Agent. Each Grantor acknowledges that the rights and responsibilities
of the Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, voting right, request, judgment or other right or remedy
provided for herein or resulting or arising out of this Agreement shall, as between the Administrative Agent and the Lenders, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among
them, but, as between the Administrative Agent and the Grantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority so to act or refrain from acting, and no Grantor shall be
under any obligation, or entitlement, to make any inquiry respecting such authority. 
 SECTION 9. MISCELLANEOUS

 9.1. Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or
otherwise modified except in accordance with subsection 10.1 of the Credit Agreement. 
 9.2. Notices. All notices,
requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in subsection 10.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor
shall be addressed to such Guarantor at its notice address set forth on Schedule 1. 
 9.3. No Waiver by Course of Conduct;
Cumulative Remedies. Neither the Administrative Agent nor any Lender shall by any act (except by a written instrument pursuant to Section 9.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder
or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No
single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any Lender of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such Lender would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be
exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law. 
 9.4. Enforcement
Expenses; Indemnification 
 (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all
its costs and expenses incurred in collecting against such Guarantor under the guarantees contained in Section 2 or 3, as applicable, or otherwise enforcing or preserving any rights under this


  
 20 









 
Agreement and the other Loan Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel (including the allocated fees and
expenses of in-house counsel) to each Lender and of counsel to the Administrative Agent. 
 (b) Each Guarantor agrees to pay,
and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would be required to do so pursuant to subsection 10.5 of the Credit Agreement. 

(c) The agreements in this Section 9.4 shall survive repayment of the Obligations and all other amounts payable under the Credit
Agreement and the other Loan Documents. 
 9.5. Successors and Assigns. This Agreement shall be binding upon the
successors and assigns of each Grantor and shall inure to the benefit of the Administrative Agent and the Secured Parties and their successors and permitted assigns; provided that no Grantor may assign, transfer or delegate any of its rights or
obligations under this Agreement without the prior written consent of the Administrative Agent. 
 9.6. Set-Off. Each
Grantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while an Event of Default shall have occurred and be continuing, without notice to such Grantor or any other Grantor, any such notice
being expressly waived by each Grantor, to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each
case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Administrative Agent or such Lender to or for the credit or the account of such Grantor, or any part thereof in such amounts as the
Administrative Agent or such Lender may elect, against and on account of the obligations and liabilities of such Grantor to the Administrative Agent or such Lender hereunder and claims of every nature and description of the Administrative Agent or
such Lender against such Grantor, in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Administrative Agent or such Lender may elect, whether or not the Administrative Agent or any
Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Administrative Agent and each Lender shall notify such Grantor promptly of any such set-off and the application made by
the Administrative Agent or such Lender of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender under this
Section 9.6 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Administrative Agent or such Lender may have. 
 9.7. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. 
 9.8. Severability. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

  
 21 









 9.9 Section Headings. The Section headings used in this Agreement are for convenience
of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 

9.10. Integration. This Agreement and the other Loan Documents represent the agreement of the Grantors, the Administrative Agent
and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to subject matter hereof and thereof not expressly set
forth or referred to herein or in the other Loan Documents. 
 9.11. GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 9.12. Submission To
Jurisdiction; Waivers. Each Grantor hereby irrevocably and unconditionally: 
 (a) submits for itself and its property in
any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the Courts of the
State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof; 
 (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or
that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 
 (c) agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in
Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; 
 (d)
agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and 

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding
referred to in this Section any special, exemplary, punitive or consequential damages. 
 9.13. Acknowledgments. Each
Grantor hereby acknowledges that: 
 (a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents to which it is a party; 
 (b) neither the Administrative Agent nor any Lender has any
fiduciary relationship with or duty to any Grantor arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Grantors, on the one hand, and the Administrative Agent and Lenders, on the
other hand, in connection herewith or therewith is solely that of debtor and creditor; and 

  
 22 









 (c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by
virtue of the transactions contemplated hereby among the Lenders or among the Grantors and the Lenders. 
 9.14. Additional
Grantors. Each Domestic Subsidiary Borrower that is required to become a party to this Agreement pursuant to subsection 10.1(b) of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such
Domestic Subsidiary Borrower of an Assumption Agreement in the form of Annex 1 hereto. 
 9.15. Releases; Reinstatement.

 (a) At such time as the Loans, the Reimbursement Obligations and the other Obligations shall have been paid in full (other
than unasserted contingent obligations not yet due and payable), the Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created hereby, and this Agreement and all
obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the
Collateral shall revert to the Grantors. At the request and sole expense of any Grantor following any such termination, the Administrative Agent shall deliver to such Grantor any Collateral held by the Administrative Agent hereunder, and execute and
deliver to such Grantor such documents as such Grantor shall reasonably request to evidence such termination. 
 (b) If any of
the Collateral shall be sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then such Collateral shall be sold free and clear of any liens created by this Agreement and the Administrative
Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral. At the request and
sole expense of the Borrower, a Subsidiary Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted
by the Credit Agreement; provided that the Borrower shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request for release identifying the relevant Subsidiary
Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with
the Credit Agreement and the other Loan Documents. 
 (c) At such time as the Specified Ratings shall be in effect, the Borrower
shall have the right by written notice to the Administrative Agent to require all Collateral be released from any security interest created hereby. On any such date (a “Ratings Release Date”), all rights to the Collateral shall
transfer and revert to the Borrower and the Guarantors (the period from and after any such date (and prior to a reinstatement required pursuant to Section 9.15(d)), an “Unsecured Period”). On any such Ratings Release Date, the
Grantors shall be authorized and the Administrative Agent hereby authorizes each Grantor, to prepare and record UCC termination statements with respect to any financing statements recorded by the Administrative Agent hereunder. At the request and
sole expense of the Borrower following a Ratings Release Date, the Administrative Agent shall deliver to the Borrower any Collateral (including certificates representing the Pledged Stock) held by the Administrative Agent hereunder, and execute and
deliver to the Borrower such documents as the Borrower shall reasonably request to evidence such termination. 
 (d)
Notwithstanding clause (c) of this Section 9.15, in the event that the Specified Ratings shall no longer be in effect as a result of a ratings downgrade by either S&P or Moody’s at any


  
 23 









 
time during an Unsecured Period, the Collateral shall be reinstated in full within sixty days of such event, along with any necessary UCC filings, modifications to the Schedules hereto and such
other actions requested by the Administrative Agent as are reasonably necessary to grant a first priority perfected security interest (subject to Liens otherwise permitted by this Agreement and the Credit Agreement) in such Collateral. 

9.16. Conflict of Laws. Notwithstanding anything to the contrary herein, in the event that any provision of any pledge, charge or
foreign equivalent executed by any Foreign Subsidiary and governed by the laws of the applicable foreign jurisdiction is inconsistent with any corresponding provision in this Agreement, the provision in such pledge, charge or foreign equivalent
shall govern. 
 9.17. WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY
JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 

[Remainder of page intentionally left blank] 

  
 24 









 IN WITNESS WHEREOF, each of the undersigned has caused this Second Amended and Restated
Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written. 
  

					
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 /s/ Tony Yung

		 	Name: 	 	Tony Yung
		 	Title:	 	Executive Director
	
	THE SCOTTS MIRACLE-GRO COMPANY
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	THE SCOTTS COMPANY LLC
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	MIRACLE-GRO LAWN PRODUCTS, INC.
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	OMS INVESTMENTS, INC.
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	HYPONEX CORPORATION
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	









 IN WITNESS WHEREOF, each of the undersigned has caused this Second Amended and Restated
Guarantee and Collateral Agreement to be duly executed and delivered as of the date first above written. 
  

					
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	THE SCOTTS MIRACLE-GRO COMPANY
		
	By:	 	 /s/ David C. Evans

		 	Name:	 	David C. Evans
		 	Title:	 	 Chief Financial Officer and Executive
 Vice President, Strategy and Business
 Development

	
	THE SCOTTS COMPANY LLC
		
	By:	 	 /s/ David C. Evans

		 	Name:	 	David C. Evans
		 	Title:	 	 Chief Financial Officer and Executive
 Vice President, Strategy and Business
 Development

	
	MIRACLE-GRO LAWN PRODUCTS, INC.
		
	By:	 	 /s/ David C. Evans

		 	Name:	 	David C. Evans
		 	Title:	 	 Executive Vice President and Chief
 Financial Officer

	
	OMS INVESTMENTS, INC.
		
	By:	 	 /s/ Aimee M. Mickelson

		 	Name:	 	Aimee M. Mickelson
		 	Title:	 	President and Chief Executive Officer
	
	HYPONEX CORPORATION
		
	By:	 	 /s/ David C. Evans

		 	Name:	 	David C. Evans
		 	Title:	 	 Executive Vice President and Chief
 Financial Officer



 [Scotts-Guarantee and Collateral Agreement] 







 
					
	SCOTTS PRODUCTS CO.
		
	By:	 	 /s/ David C. Evans

		 	Name:	 	David C. Evans
		 	Title:	 	 Executive Vice President and Chief
 Financial Officer

	
	SCOTTS PROFESSIONAL PRODUCTS CO.
		
	By:	 	 /s/ David C. Evans

		 	Name:	 	David C. Evans
		 	Title:	 	 Executive Vice President and Chief
 Financial Officer

	
	SMG BRANDS, INC.
		
	By:	 	 /s/ Aimee M. Mickelson

		 	Name:	 	Aimee M. Mickelson
		 	Title:	 	President and Chief Executive Officer
	
	SCOTTS-SIERRA INVESTMENTS, INC.
		
	By:	 	 /s/ Aimee M. Mickelson

		 	Name:	 	Aimee M. Mickelson
		 	Title:	 	President and Chief Executive Officer
	
	EG SYSTEMS, INC.
		
	By:	 	 /s/ David C. Evans

		 	Name:	 	David C. Evans
		 	Title:	 	Executive Vice President and Chief Financial Officer
	
	SWISS FARMS PRODUCTS, INC.
		
	By:	 	 /s/ Aimee M. Mickelson

		 	Name:	 	Aimee M. Mickelson
		 	Title:	 	President and Chief Executive Officer


 [Scotts-Guarantee and Collateral Agreement] 







 
					
	SCOTTS MANUFACTURING COMPANY
		
	By:	 	 /s/ David C. Evans

		 	Name:	 	David C. Evans
		 	Title:	 	 Executive Vice President and Chief
 Financial Officer

	
	SCOTTS TEMECULA OPERATIONS, LLC
		
	By:	 	 /s/ David C. Evans

		 	Name:	 	David C. Evans
		 	Title:	 	 Executive Vice President and Chief
 Financial Officer

	
	SANFORD SCIENTIFIC, INC.
		
	By:	 	 /s/ David C. Evans

		 	Name:	 	David C. Evans
		 	Title:	 	 Executive Vice President and Chief
 Financial Officer

	
	SMG GROWING MEDIA, INC.
		
	By:	 	 /s/ David C. Evans

		 	Name:	 	David C. Evans
		 	Title:	 	 Executive Vice President and Chief
 Financial Officer

	
	GUTWEIN & CO., INC.
		
	By:	 	 /s/ David C. Evans

		 	Name:	 	David C. Evans
		 	Title:	 	 Executive Vice President and Chief
 Financial Officer

	
	ROD MCCLELLAN COMPANY
		
	By:	 	 /s/ David C. Evans

		 	Name:	 	David C. Evans
		 	Title:	 	 Executive Vice President and Chief
 Financial Officer



 [Scotts-Guarantee and Collateral Agreement] 







 ACKNOWLEDGMENT AND CONSENT 

The undersigned hereby acknowledges receipt of a copy of the Second Amended and Restated Guarantee and Collateral Agreement dated as of
June 30, 2011 (the “Agreement”), made by the Grantors parties thereto in favor of JPMorgan Chase Bank, N.A., as Administrative Agent. The undersigned agrees for the benefit of the Administrative Agent and the Secured Parties as
follows: 
 SECTION 1. The undersigned will be bound by the terms of the Agreement and will comply with such
terms insofar as such terms are applicable to the undersigned. 
 SECTION 2. The undersigned will notify the
Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.6(a) of the Agreement. 
 SECTION 3. The terms of Sections 7.3(c) and 7.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c)
or 7.7 of the Agreement. 
  

					
	[NAME OF ISSUER]
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	Address for Notices:
	  

	  

	  

	Fax:	 	  










 Annex 1 to 
 Second Amended and Restated Guarantee and Collateral Agreement 
 ASSUMPTION
AGREEMENT, dated as of
                                        ,
20    , made by
                                         
       , a                                 
corporation (the “Additional Grantor”), in favor of JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions (the
“Lenders”) parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. 

W I T N E S S E T H : 

WHEREAS, The Scotts Miracle-Gro Company, an Ohio corporation (the “Borrower”), the Subsidiary Borrowers, the Lenders,
the Administrative Agent, the Documentation Agent and the Syndication Agent have entered into a Second Amended and Restated Credit Agreement, dated as of June 30, 2011 (as amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”); 
 WHEREAS, in connection with the Credit Agreement, the Borrower and certain of its
Affiliates (other than the Additional Grantor) have entered into the Second Amended and Restated Guarantee and Collateral Agreement, dated as of June 30, 2011 (as amended, supplemented or otherwise modified from time to time, the
“Guarantee and Collateral Agreement”) in favor of the Administrative Agent for the ratable benefit of the Secured Parties; 
 WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Guarantee and Collateral Agreement; and 
 WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement; 

NOW, THEREFORE, IT IS AGREED: 
 1. Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 9.14 of the Guarantee and Collateral Agreement,
hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all
obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in the Schedules to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and
warrants that each of the representations and warranties contained in Section 5 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of
such date. 
 2. Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 [Remainder of page intentionally left blank] 







 IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed
and delivered as of the date first above written. 
  

					
	[ADDITIONAL GRANTOR]
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
 2 








 Annex 1-A to 
 Assumption Agreement 
 Supplement to Schedule 1 

Supplement to Schedule 2 
 Supplement to Schedule 3 
 Supplement to Schedule 4 







 SCHEDULE 1 

NOTICE ADDRESS OF EACH GUARANTOR 
  

	1.	The Scotts Miracle-Gro Company 


14111 Scottslawn Road 
 Marysville, Ohio 43041 
 Attn: Vincent C. Brockman 

 

	2.	The Scotts Company LLC 

 14111
Scottslawn Road 
 Marysville, Ohio 43041 
 Attn: Vincent C. Brockman 
  

	3.	Miracle-Gro Lawn Products, Inc. 


14111 Scottslawn Road 
 Marysville, Ohio 43041 
 Attn: Vincent C. Brockman 

 

	4.	OMS Investments, Inc. 

 10250
Constellation Blvd., Suite 2800 
 Los Angeles, California 90067-6228 

Attn: Luis A. Rodriguez 
  

	5.	Hyponex Corporation 

 14111
Scottslawn Road 
 Marysville, Ohio 43041 
 Attn: Vincent C. Brockman 
  

	6.	Scotts Products Co. 

 14111
Scottslawn Road 
 Marysville, Ohio 43041 
 Attn: Vincent C. Brockman 
  

	7.	Scotts Professional Products Co. 


14111 Scottslawn Road 
 Marysville, Ohio 43041 
 Attn: Vincent C. Brockman 

 

	8.	Scotts-Sierra Investments, Inc. 


1105 North Market Street 
 Wilmington, Delaware 19899 
 Attn: Kristina Francis 








	9.	EG Systems, Inc. 

 14111
Scottslawn Road 
 Marysville, Ohio 43041 
 Attn: Vincent C. Brockman 
  

	10.	Swiss Farm Products, Inc. 

 3993
Howard Hughes Parkway, Suite 250 
 Las Vegas, Nevada 89169-6754 

Attn: Garry J. Hills 
  

	11.	Scotts Manufacturing Company 


14111 Scottslawn Road 
 Marysville, Ohio 43041 
 Attn: Vincent C. Brockman 

 

	12.	Scotts Temecula Operations, LLC 


14111 Scottslawn Road 
 Marysville, Ohio 43041 
 Attn: Vincent C. Brockman 

 

	13.	Sanford Scientific, Inc. 

 14111
Scottslawn Road 
 Marysville, Ohio 43041 
 Attn: Vincent C. Brockman 
  

	14.	SMG Growing Media, Inc. 

 14111
Scottslawn Road 
 Marysville, Ohio 43041 
 Attn: Vincent C. Brockman 
  

	15.	Rod McLellan Company 

 14111
Scottslawn Road 
 Marysville, Ohio 43041 
 Attn: Vincent C. Brockman 
  

	16.	Gutwein & Co., Inc. 


14111 Scottslawn Road 
 Marysville, Ohio 43041 
 Attn: Vincent C. Brockman 

 

	17.	SMG Brands, Inc. 

 1105 North
Market Street, Suite 1300 
 Wilmington, Delaware 19801 
 Attn: Kristina Francis 







 SCHEDULE 2 

DESCRIPTION OF PLEDGED STOCK 
 1. Pledged Stock of Domestic Subsidiaries 
  

									
	 Issuer
	  	 Owner
	  	 Class of Stock
	  	Certificate No.	  	No. of Shares
					
	Scotts Manufacturing Company	  	The Scotts Company LLC	  	Common shares, $.01 par value	  	2	  	1,000
					
	Miracle-Gro Lawn Products, Inc.	  	 Scotts Manufacturing Company
  

Scotts Manufacturing Company
	  	 Voting common stock, without par value
  

Non-voting common stock, without par value
	  	V14  
  

NV12
	  	1,000  
  

999.8

					
	Hyponex Corporation	  	The Scotts Company LLC	  	Common stock, $.01 par value	  	3	  	100
					
	Scotts Products Co.	  	The Scotts Company LLC	  	Common shares, without par value	  	3	  	100
					
	Scotts Professional Products Co.	  	The Scotts Company LLC	  	Common shares, without par value	  	3	  	100
					
	Scotts-Sierra Investments, Inc.	  	The Scotts Company LLC	  	Common stock, without par value	  	7A	  	101
					
	Swiss Farms Products, Inc.	  	The Scotts Company LLC	  	Common stock, without par value	  	2	  	100
					
	EG Systems, Inc.	  	The Scotts Company LLC	  	Common stock	  	29	  	36,480,458
					
	Sanford Scientific, Inc.	  	The Scotts Company LLC	  	Common stock	  	8	  	99
					
	Gutwein & Co., Inc.	  	The Scotts Miracle-Gro Company	  	Common stock	  	182	  	1,000
					
	SMG Growing Media, Inc.	  	The Scotts Miracle-Gro Company	  	Common stock	  	1	  	100
					
	Rod McLellan Company	  	SMG Growing Media, Inc.	  	Common stock	  	189	  	100
					
	The Scotts Company LLC	  	The Scotts Miracle-Gro Company	  	Limited liability company interest (not certificated)	  	n/a	  	n/a
					
	Scotts Temecula Operations, LLC	  	OMS Investments, Inc.	  	Limited liability company interest (not certificated)	  	n/a	  	n/a








 2. Pledged Stocked of Foreign Subsidiaries 

 

					
	 Issuer
	  	 Owner
	  	 Percentage Pledged

			
	Scotts Australia Pty. Limited	  	Scotts-Sierra Investments, Inc.	  	65% of Voting Capital Stock to secure obligations of Scotts-Sierra Investments, Inc./ 65% of Voting Capital Stock to secure borrowings of Foreign Subsidiary
			
	Scotts Canada Limited	  	Scotts-Sierra Investments, Inc.	  	65% of Voting Capital Stock to secure obligations of Scotts-Sierra Investments, Inc./ 100% of Voting Capital Stock to secure borrowings of Foreign Subsidiary
			
	Scotts Holdings Limited	  	Scotts-Sierra Investments, Inc.	  	100% of Capital Stock to secure obligations of Scotts-Sierra Investments Inc.
			
	Scotts Benelux BVBA	  	Scotts-Sierra Investments, Inc.	  	100% of Capital Stock to secure obligations of Scotts-Sierra Investments, Inc. (one share being pledged separately by OMS Investments, Inc.)
			
	Asev B.V.	  	Scotts-Sierra Investments, Inc.	  	100% of Capital Stock to secure obligations of Scotts-Sierra Investments, Inc.
			
	Scotts France Holdings SARL	  	Scotts-Sierra Investments, Inc.	  	100% of Capital Stock to secure obligations of Scotts-Sierra Investments, Inc.
			
	Scotts Celaflor GmbH	  	Scotts-Sierra Investments, Inc.	  	100% of Capital Stock to secure obligations of Scotts-Sierra Investments, Inc.
			
	Levington Group Limited	  	Scotts Holdings Limited	  	100% of Capital Stock to secure borrowings of Scotts Holdings Limited
			
	The Scotts Company (UK) Limited	  	Levington Group Limited	  	100% of Capital Stock pledged by Levington Group Limited to secure borrowings of The Scotts Company (UK) Limited
			
	The Scotts Company (Manufacturing) Limited	  	The Scotts Company (UK) Ltd.	  	65% of Capital Stock to secure borrowings of The Scotts Company (UK) Limited
			
	O M Scott International Investments Limited	  	Scotts Holdings Limited	  	65% of Capital Stock to secure borrowings of Scotts Holdings Limited








 SCHEDULE 3 

JURISDICTION OF ORGANIZATION AND IDENTIFICATION NUMBERS 

 

					
	 Company
	 	 State
	 	 ID Number

	The Scotts Miracle-Gro Company	 	Ohio	 	1501530
	The Scotts Company LLC	 	Ohio	 	1503259
	Miracle-Gro Lawn Products, Inc.	 	New York	 	1772705 (tax only)
	OMS Investments, Inc.	 	Delaware	 	2435730
	Hyponex Corporation	 	Delaware	 	2162423
	Scotts Products Co.	 	Ohio	 	744802
	Scotts Professional Products Co.	 	Ohio	 	744807
	Scotts-Sierra Investments, Inc.	 	Delaware	 	2512334
	EG Systems, Inc.	 	Indiana	 	1994111235
	Swiss Farms Products, Inc.	 	Delaware	 	2948445
	Scotts Manufacturing Company	 	Delaware	 	1369282
	Scotts Temecula Operations, LLC	 	Delaware	 	3426222
	Sanford Scientific, Inc.	 	New York	 	1072783
	SMG Growing Media, Inc.	 	Ohio	 	1567999
	Rod McLellan Company	 	California	 	C0358446
	Gutwein & Co., Inc.	 	Indiana	 	194186-148
	SMG Brands, Inc.	 	Delaware	 	3970037

 ACTIONS WITH RESPECT TO PLEDGED STOCK AND OTHER COLLATERAL 

Delivery of Pledged Stock to JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), indorsed
in blank by an effective indorsement or accompanied by undated stock powers with respect thereto, duly indorsed in blank by an effective indorsement. Additionally, the Administrative Agent shall have made the filings described in Schedule 4.19(ii)
of the Credit Agreement. 







 SCHEDULE 4 

DOMESTIC SUBSIDIARIES 

Gutwein & Co., Inc., an Indiana corporation 
 SMG Brands, Inc., a Delaware corporation 
 SMG Growing Media, Inc., an Ohio corporation

 Rod McLellan Company, a California corporation 
 SMGM LLC, an Ohio limited liability company 
 Scotts Global Investments, Inc., a Delaware
corporation 
 The Scotts Company LLC, an Ohio limited liability company 

EG Systems, Inc., dba Scotts LawnService, an Indiana corporation 

Swiss Farm Products, Inc., a Delaware corporation 

Teak 2, Ltd. (f/k/a Smith & Hawken, Ltd.), a Delaware corporation 

Hyponex Corporation, a Delaware corporation 

OMS Investments, Inc., a Delaware corporation 

Scotts Temecula Operations, LLC, a Delaware limited liability company 

Sanford Scientific, Inc., a New York corporation 

Scotts Global Services, Inc., an Ohio corporation 

Scotts Manufacturing Company, a Delaware corporation 

Miracle-Gro Lawn Products, Inc., a New York corporation 

Scotts Products Co., an Ohio corporation 

Scotts Professional Products Co., an Ohio corporation 

Scotts-Sierra Investments, Inc., a Delaware corporation 







 SCHEDULE 5 

SUBSIDIARIES WHOSE CAPITAL STOCK IS NOT PLEDGED 
  

	•	 	 SMG Brands, Inc., a Delaware corporation 


  

	•	 	 SMGM LLC, an Ohio limited liability company 


  

	•	 	 Scotts Global Investments, Inc., a Delaware corporation 



 

	•	 	 OMS Investments, Inc., a Delaware corporation 


  

	•	 	 Scotts Global Services, Inc., an Ohio corporation 


  

	•	 	 Scotts Switzerland Holdings SA (Switzerland) 


  

	•	 	 Scotts Servicios, S.A. de C.V. (Mexico) 


  

	•	 	 Scotts Gardening Fertilizer (Wuhan) Co., Limited (China) 



 

	•	 	 Scotts Czech s.r.o. (Czech Republic) 


  

	•	 	 Scotts de Mexico SA de CV (Mexico) 


  

	•	 	 Scotts France SAS (France) 


  

	•	 	 Scotts Celaflor HGmbH (Austria) 


  

	•	 	 Humax Horticulture Limited (United Kingdom) 


  

	•	 	 Scotts Horticulture Ltd. (Ireland) 


  

	•	 	 Scotts Hungary KFT (Hungary) 


  

	•	 	 Scotts Poland Sp.z.o.o. (Poland) 


  

	•	 	 The Scotts Company (Nordic) A/S (Denmark) 


  

	•	 	 Turf-Seed Europe (Ireland) 


  

	•	 	 Scotts Treasury EEIG (United Kingdom)