<PAGE>
                                                                    EXHIBIT 4(o)


                               THE SCOTTS COMPANY

                    6.625% SENIOR SUBORDINATED NOTES DUE 2013

                          REGISTRATION RIGHTS AGREEMENT

                                                                 October 8, 2003



Citigroup Global Markets Inc.
Banc of America Securities LLC
J.P. Morgan Securities Inc.
As Representatives of the Initial Purchasers
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

            The Scotts Company, a corporation organized under the laws of Ohio
(the "Company"), proposes to issue and sell to certain purchasers (the "Initial
Purchasers"), for whom you (the "Representatives") are acting as
representatives, its 6.625% Senior Subordinated Notes due 2013 (the
"Securities"), which will be guaranteed on an unsecured senior subordinated
basis by each of the guarantors listed in Schedule 1 hereto (the "Guarantors"),
upon the terms set forth in the Purchase Agreement among the Company, the
Guarantors and the Representatives on behalf of themselves and the other Initial
Purchasers dated October 1, 2003 (the "Purchase Agreement") relating to the
initial placement (the "Initial Placement") of the Securities. To induce the
Initial Purchasers to enter into the Purchase Agreement and to satisfy a
condition to your obligations thereunder, the Company and the Guarantors agree
with you for your benefit and the benefit of the holders from time to time of
the Securities (including the Initial Purchasers) (each a "Holder" and,
collectively, the "Holders"), as follows:

            1. Definitions. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following capitalized defined terms shall have the
following meanings:

            "Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.

            "Affiliate" shall have the meaning specified in Rule 405 under the
Act and the terms "controlling" and "controlled" shall have meanings correlative
thereto.

            "Broker-Dealer" shall mean any broker or dealer registered as such
under the Exchange Act.
<PAGE>
            "Business Day" shall mean any day other than a Saturday, a Sunday or
a legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.

            "Closing Date" shall mean the date of the first issuance of the
Securities.

            "Commission" shall mean the Securities and Exchange Commission.

            "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated thereunder.

            "Exchange Offer Registration Period" shall mean the one-year period
following the consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

            "Exchange Offer Registration Statement" shall mean a registration
statement of the Company and the Guarantors on an appropriate form under the Act
with respect to the Registered Exchange Offer, all amendments and supplements to
such registration statement, including post-effective amendments thereto, in
each case including the Prospectus contained therein, all exhibits thereto and
all material incorporated by reference therein.

            "Exchanging Dealer" shall mean any Holder (which may include any
Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company, the Guarantors or any of their respective Affiliates).

            "Final Memorandum" shall mean the offering memorandum, dated October
1, 2003, relating to the Securities, including any and all exhibits thereto and
any information incorporated by reference therein as of such date.

            "Guarantors" shall have the meaning set forth in the preamble and
shall also include any Guarantor's successors.

            "Holder" shall have the meaning set forth in the preamble hereto.

            "Indenture" shall mean the Indenture relating to the Securities,
dated as of October 8, 2003, among the Company, the Guarantors and U.S. Bank
National Association, as trustee, as the same may be amended from time to time
in accordance with the terms thereof.

            "Initial Placement" shall have the meaning set forth in the preamble
hereto.

            "Initial Purchaser" shall have the meaning set forth in the preamble
hereto.

            "Losses" shall have the meaning set forth in Section 6(d) hereof.

            "Majority Holders" shall mean, on any date, Holders of a majority of
the aggregate principal amount of Securities registered under a Registration
Statement.


                                       2
<PAGE>
            "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that administer an underwritten
offering, if any, under a Registration Statement.

            "NASD Rules" shall mean the Conduct Rules and the By-Laws of the
National Association of Securities Dealers, Inc.

            "New Securities" shall mean debt securities of the Company, which
are guaranteed on an unsecured senior subordinated basis by each of the
Guarantors, identical in all material respects to the Securities (except that
the transfer restrictions shall be modified or eliminated, as appropriate) to be
issued under the New Securities Indenture.

            "New Securities Indenture" shall mean an indenture between the
Company, the Guarantors and the New Securities Trustee, identical in all
material respects to the Indenture (except that the transfer restrictions shall
be modified or eliminated, as appropriate), which may be the Indenture if in the
terms thereof appropriate provision is made for the New Securities.

            "New Securities Trustee" shall mean a bank or trust company
reasonably satisfactory to the Initial Purchasers, as trustee with respect to
the New Securities under the New Securities Indenture, which may be the Trustee.

            "Prospectus" shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Securities or the New Securities covered by such
Registration Statement, and all amendments and supplements thereto, including
any and all exhibits thereto and any information incorporated by reference
therein.

            "Purchase Agreement" shall have the meaning set forth in the
preamble hereto.

            "Registered Exchange Offer" shall mean the proposed offer of the
Company and the Guarantors to issue and deliver to the Holders of the Securities
that are not prohibited by any law or policy of the Commission from
participating in such offer, in exchange for the Securities, a like aggregate
principal amount of the New Securities.

            "Registrable Securities" shall mean (i) Securities other than those
that have been (A) registered under a Registration Statement and disposed of in
accordance therewith or (B) distributed to the public pursuant to Rule 144 under
the Act or any successor rule or regulation thereto that may be adopted by the
Commission and (ii) any New Securities resale of which by the Holder thereof
requires compliance with the prospectus delivery requirements of the Act.

            "Registration Default Damages" shall have the meaning set forth in
Section 8 hereof.

            "Registration Statement" shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Securities or
the New Securities pursuant to the provisions of this Agreement, any amendments
and supplements to such registration



                                       3
<PAGE>
statement, including post-effective amendments (in each case including the
Prospectus contained therein), all exhibits thereto and all material
incorporated by reference therein.

            "Securities" shall have the meaning set forth in the preamble
hereto.

            "Shelf Registration" shall mean a registration effected pursuant to
Section 3 hereof.

            "Shelf Registration Period" has the meaning set forth in Section
3(b) hereof.

            "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company and the Guarantors pursuant to the provisions of
Section 3 hereof which covers some or all of the Securities or New Securities,
as applicable, on an appropriate form under Rule 415 under the Act, or any
similar rule that may be adopted by the Commission, amendments and supplements
to such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

            "Trustee" shall mean the trustee with respect to the Securities
under the Indenture.

            "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended, and the rules and regulations of the Commission promulgated thereunder.

            "underwriter" shall mean any underwriter of Securities in connection
with an offering thereof under a Shelf Registration Statement.

            2. Registered Exchange Offer. (a) The Company and the Guarantors
shall use their commercially reasonable efforts to prepare and file, not later
than 90 days following the Closing Date, with the Commission the Exchange Offer
Registration Statement with respect to the Registered Exchange Offer. The
Company and the Guarantors shall use their commercially reasonable efforts to
cause the Exchange Offer Registration Statement to become effective under the
Act within 210 days of the Closing Date.

            (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Company and the Guarantors shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered Exchange Offer to
enable each Holder electing to exchange Securities for New Securities (assuming
that such Holder is not an Affiliate of the Company or the Guarantors, acquires
the New Securities in the ordinary course of such Holder's business, has no
arrangements with any person to participate in the distribution of the New
Securities and is not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer) to trade such New Securities
from and after their receipt without any limitations or restrictions on
transferability under the Act and without material restrictions on
transferability under the securities laws of a substantial proportion of the
several states of the United States.

            (c) In connection with the Registered Exchange Offer, the Company
and the Guarantors shall:


                                       4
<PAGE>
                  (i) mail to each Holder a copy of the Prospectus forming part
            of the Exchange Offer Registration Statement, together with an
            appropriate letter of transmittal and related documents;

                  (ii) keep the Registered Exchange Offer open for not less than
            20 Business Days and not more than 30 Business Days after the date
            notice thereof is mailed to the Holders (or, in each case, longer if
            required by applicable law);

                  (iii) use their commercially reasonable efforts to keep the
            Exchange Offer Registration Statement continuously effective under
            the Act, and supplemented and amended as required by the Act, to
            ensure that it is available for sales of New Securities by
            Exchanging Dealers during the Exchange Offer Registration Period;

                  (iv) utilize the services of a depositary for the Registered
            Exchange Offer with an address in the Borough of Manhattan in New
            York City, which may be the Trustee, the New Securities Trustee or
            an Affiliate of either of them;

                  (v) permit Holders to withdraw tendered Securities at any time
            prior to the close of business, New York time, on the last Business
            Day on which the Registered Exchange Offer is open;

                  (vi) prior to effectiveness of the Exchange Offer Registration
            Statement, provide a supplemental letter to the Commission (A)
            stating that the Company and the Guarantors are conducting the
            Registered Exchange Offer in reliance on the position of the
            Commission in Exxon Capital Holdings Corporation (pub. avail. May
            13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5,
            1991); and (B) including a representation that the Company and the
            Guarantors have not entered into any arrangement or understanding
            with any person to distribute the New Securities to be received in
            the Registered Exchange Offer and that, to the best of the Company's
            and each of the Guarantor's information and belief, each Holder
            participating in the Registered Exchange Offer is acquiring the New
            Securities in the ordinary course of business and has no arrangement
            or understanding with any person to participate in the distribution
            of the New Securities; and

                  (vii) comply in all material respects with all applicable
            laws.

            (d) As soon as practicable after the close of the Registered
Exchange Offer, the Company and the Guarantors shall:

                  (i) accept for exchange all Securities tendered and not
            validly withdrawn pursuant to the Registered Exchange Offer;

                  (ii) deliver to the Trustee for cancellation in accordance
            with Section 4(s) all Securities so accepted for exchange; and


                                       5
<PAGE>
                  (iii) cause the New Securities Trustee promptly to
            authenticate and deliver to each Holder of Securities who has
            tendered Securities pursuant to the Registered Exchange Offer a
            principal amount of New Securities equal to the principal amount of
            the Securities of such Holder so accepted for exchange.

            (e) Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Registered Exchange Offer to
participate in a distribution of the New Securities (x) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in Exxon Capital Holdings Corporation (pub. avail.
May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991), as
interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993
and similar no-action letters; and (y) must comply with the registration and
prospectus delivery requirements of the Act in connection with any secondary
resale transaction, which must be covered by an effective registration statement
containing the selling security holder information required by Item 507 or 508,
as applicable, of Regulation S-K under the Act if the resales are of New
Securities obtained by such Holder in exchange for Securities acquired by such
Holder directly from the Company or one of its Affiliates. Accordingly, each
Holder participating in the Registered Exchange Offer shall be required to
represent to the Company and the Guarantors that, at the time of the
consummation of the Registered Exchange Offer:

                  (i) any New Securities received by such Holder will be
            acquired in the ordinary course of business;

                  (ii) such Holder will have no arrangement or understanding
            with any person to participate in the distribution of the Securities
            or the New Securities within the meaning of the Act; and

                  (iii) such Holder is not an Affiliate of the Company or any
            Guarantor.

            (f) If any Initial Purchaser determines that it is not eligible to
participate in the Registered Exchange Offer with respect to the exchange of
Securities constituting any portion of an unsold allotment, at the request of
such Initial Purchaser, the Company and the Guarantors shall issue and deliver
to such Initial Purchaser, or the person purchasing New Securities registered
under a Shelf Registration Statement as contemplated by Section 3 hereof from
such Initial Purchaser, in exchange for such Securities, a like principal amount
of New Securities. The Company and the Guarantors shall use their commercially
reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP
number for such New Securities as for New Securities issued pursuant to the
Registered Exchange Offer.

            3. Shelf Registration. (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Company and
the Guarantors determine upon advice of their outside counsel that they are not
permitted to effect the Registered Exchange Offer as contemplated by Section 2
hereof; or (ii) for any other reason the Registered Exchange Offer is not
consummated within 240 days of the Closing Date; (iii) any Initial Purchaser so
requests with respect to Securities that are not eligible to be exchanged for
New Securities in the Registered Exchange Offer and that are held by it
following consummation of the Registered Exchange Offer; (iv) any Holder (other
than an Initial Purchaser) is not eligible to


                                       6
<PAGE>
participate in the Registered Exchange Offer; or (v) in the case of any Initial
Purchaser that participates in the Registered Exchange Offer or acquires New
Securities pursuant to Section 2(f) hereof, such Initial Purchaser does not
receive freely tradeable New Securities in exchange for Securities constituting
any portion of an unsold allotment (it being understood that (x) the requirement
that an Initial Purchaser deliver a Prospectus containing the information
required by Item 507 or 508 of Regulation S-K under the Act in connection with
sales of New Securities acquired in exchange for such Securities shall result in
such New Securities being not "freely tradeable"; and (y) the requirement that
an Exchanging Dealer deliver a Prospectus in connection with sales of New
Securities acquired in the Registered Exchange Offer in exchange for Securities
acquired as a result of market-making activities or other trading activities
shall not result in such New Securities being not "freely tradeable"), the
Company and the Guarantors shall effect a Shelf Registration Statement in
accordance with subsection (b) below.

            (b) (i) The Company and the Guarantors shall use their commercially
reasonable efforts to cause to be filed as soon as practicable (but in no event
more than 90 days after so required or requested pursuant to this Section 3),
file with the Commission and shall use their commercially reasonable efforts to
cause to be declared effective under the Act within 210 days after so required
or requested, a Shelf Registration Statement relating to the offer and sale of
the Securities or the New Securities, as applicable, by the Holders thereof from
time to time in accordance with the methods of distribution elected by such
Holders and set forth in such Shelf Registration Statement; provided, however,
that no Holder (other than an Initial Purchaser) shall be entitled to have the
Securities held by it covered by such Shelf Registration Statement unless such
Holder agrees in writing to be bound by all of the provisions of this Agreement
applicable to such Holder; and provided further, that with respect to New
Securities received by an Initial Purchaser in exchange for Securities
constituting any portion of an unsold allotment, the Company and the Guarantors
may, if permitted by current interpretations by the Commission's staff, file a
post-effective amendment to the Exchange Offer Registration Statement containing
the information required by Item 507 or 508 of Regulation S-K, as applicable, in
satisfaction of its obligations under this subsection with respect thereto, and
any such Exchange Offer Registration Statement, as so amended, shall be referred
to herein as, and governed by the provisions herein applicable to, a Shelf
Registration Statement.

                  (ii) The Company and the Guarantors shall use their
            commercially reasonable efforts to keep the Shelf Registration
            Statement continuously effective under the Act, and supplemented and
            amended as required by the Act, in order to permit the Prospectus
            forming part thereof to be usable by Holders for a period (the
            "Shelf Registration Period") from the date the Shelf Registration
            Statement is declared effective by the Commission until the earlier
            of (A) the second anniversary thereof or (B) the date upon which all
            the Securities or New Securities, as applicable, covered by the
            Shelf Registration Statement have been sold pursuant to the Shelf
            Registration Statement. The Company and the Guarantors shall be
            deemed not to have used their commercially reasonable efforts to
            keep the Shelf Registration Statement effective during the Shelf
            Registration Period if either the Company or the Guarantors
            voluntarily takes any action that would result in Holders of
            Securities covered thereby not being able to offer and sell such
            Securities at any time during the Shelf Registration Period, unless
            such action is (x) required by applicable law or otherwise
            undertaken by


                                       7
<PAGE>
            the Company and the Guarantors in good faith and for valid business
            reasons (not including avoidance of the Company's and the
            Guarantors' obligations hereunder), including the acquisition or
            divestiture of assets, and (y) permitted pursuant to Section
            4(k)(ii) hereof.

                  (ii) The Company and the Guarantors shall cause the Shelf
            Registration Statement and the related Prospectus and any amendment
            or supplement thereto, as of the effective date of the Shelf
            Registration Statement or such amendment or supplement, (A) to
            comply in all material respects with the applicable requirements of
            the Act; and (B) not to contain any untrue statement of a material
            fact or omit to state a material fact required to be stated therein
            or necessary in order to make the statements therein (in the case of
            the Prospectus, in the light of the circumstances under which they
            were made) not misleading.

            4. Additional Registration Procedures. In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.

            (a) The Company and the Guarantors shall:

                  (i) furnish to each of the Representatives and to counsel for
            the Holders, not less than five Business Days prior to the filing
            thereof with the Commission, a copy of any Exchange Offer
            Registration Statement and any Shelf Registration Statement and
            shall use their commercially reasonable efforts to reflect in each
            such document, when so filed with the Commission, such comments as
            the Representatives reasonably propose;

                  (ii) furnish to each of the Representatives and to counsel for
            the Holders, not less than two Business Days prior to the filing
            thereof with the Commission, a copy of each amendment to any
            Exchange Offer Registration Statement and any Shelf Registration
            Statement, and each amendment or supplement, if any, to the
            Prospectus included therein (including all documents incorporated by
            reference therein after the initial filing of such Exchange Offer
            Registration Statement or Shelf Registration Statement,) and shall
            use their commercially reasonable efforts to reflect in each such
            document, when so filed with the Commission, such comments as the
            Representatives reasonably propose;

                  (iii) include information reasonably comparable to the
            information set forth in Annex A hereto on the facing page of the
            Exchange Offer Registration Statement, in Annex B hereto in the
            forepart of the Exchange Offer Registration Statement in a section
            setting forth details of the Exchange Offer, in Annex C hereto in
            the underwriting or plan of distribution section of the Prospectus
            contained in the Exchange Offer Registration Statement, and in Annex
            D hereto in the letter of transmittal delivered pursuant to the
            Registered Exchange Offer;


                                       8
<PAGE>
                  (iv) if requested by an Initial Purchaser, include the
            information required by Item 507 or 508 of Regulation S-K, as
            applicable, in the Prospectus contained in the Exchange Offer
            Registration Statement; and

                  (v) in the case of a Shelf Registration Statement, include the
            names of the Holders that propose to sell Securities pursuant to the
            Shelf Registration Statement as selling security holders.

            (b) The Company and the Guarantors shall ensure that:

                  (i) any Registration Statement and any amendment thereto and
            any Prospectus forming part thereof and any amendment or supplement
            thereto complies in all material respects with the Act; and

                  (ii) any Registration Statement and any amendment thereto does
            not, when it becomes effective, contain an untrue statement of a
            material fact or omit to state a material fact required to be stated
            therein or necessary to make the statements therein not misleading.

            (c) The Company and the Guarantors shall advise the Representatives,
the Holders of Securities covered by any Shelf Registration Statement and any
Exchanging Dealer under any Exchange Offer Registration Statement that has
provided in writing to the Company and the Guarantors a telephone or facsimile
number and address for notices, and, if requested by any Representative or any
such Holder or Exchanging Dealer, shall confirm such advice in writing (which
notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the Prospectus until the Company and the
Guarantors shall have remedied the basis for such suspension):

                  (i) when a Registration Statement and any amendment thereto
            has been filed with the Commission and when the Registration
            Statement or any post-effective amendment thereto has become
            effective;

                  (ii) of any request by the Commission for any amendment or
            supplement to the Registration Statement or the Prospectus or for
            additional information;

                  (iii) of the issuance by the Commission of any stop order
            suspending the effectiveness of the Registration Statement or the
            institution or threatening of any proceeding for that purpose;

                  (iv) of the receipt by the Company or any Guarantor of any
            notification with respect to the suspension of the qualification of
            the securities included therein for sale in any jurisdiction or the
            institution or threatening of any proceeding for such purpose; and

                  (v) of the happening of any event that requires any change in
            the Registration Statement or the Prospectus so that, as of such
            date, they (A) do not contain any untrue statement of a material
            fact and (B) do not omit to state a


                                       9
<PAGE>
            material fact required to be stated therein or necessary to make the
            statements therein (in the case of the Prospectus, in the light of
            the circumstances under which they were made) not misleading.

            (d) The Company and the Guarantors shall use their commercially
reasonable efforts to prevent the issuance of any order suspending the
effectiveness of any Registration Statement or the qualification of the
securities therein for sale in any jurisdiction and, if issued, to obtain as
soon as possible the withdrawal thereof.

            (e) The Company and the Guarantors shall furnish to each Holder of
Securities covered by any Shelf Registration Statement, without charge, at least
one copy of such Shelf Registration Statement and any post-effective amendment
thereto, including all material incorporated therein by reference, and, if the
Holder so requests in writing, all exhibits thereto (including exhibits
incorporated by reference therein).

            (f) The Company and the Guarantors shall, during the Shelf
Registration Period, deliver to each Holder of Securities covered by any Shelf
Registration Statement, without charge, as many copies of the Prospectus
(including the Preliminary Prospectus) included in such Shelf Registration
Statement and any amendment or supplement thereto as such Holder may reasonably
request. Each of the Company and the Guarantors consents to the use of the
Prospectus or any amendment or supplement thereto by each of the selling Holders
of Securities in connection with the offering and sale of the Securities covered
by the Prospectus, or any amendment or supplement thereto, included in the Shelf
Registration Statement.

            (g) The Company and the Guarantors shall furnish to each Exchanging
Dealer which so requests, without charge, at least one copy of the Exchange
Offer Registration Statement and any post-effective amendment thereto, including
all material incorporated by reference therein, and, if the Exchanging Dealer so
requests in writing, all exhibits thereto (including exhibits incorporated by
reference therein).

            (h) The Company and the Guarantors shall promptly deliver to each
Initial Purchaser, each Exchanging Dealer and each other person required to
deliver a Prospectus during the Exchange Offer Registration Period, without
charge, as many copies of the Prospectus included in such Exchange Offer
Registration Statement and any amendment or supplement thereto as any such
person may reasonably request. Each of the Company and the Guarantors consents
to the use of the Prospectus or any amendment or supplement thereto by any
Initial Purchaser, any Exchanging Dealer and any such other person that may be
required to deliver a Prospectus following the Registered Exchange Offer in
connection with the offering and sale of the New Securities covered by the
Prospectus, or any amendment or supplement thereto, included in the Exchange
Offer Registration Statement.

            (i) Prior to the Registered Exchange Offer or any other offering of
Securities pursuant to any Registration Statement, the Company and the
Guarantors shall arrange, if necessary, for the qualification of the Securities
or the New Securities for sale under the laws of such jurisdictions as any
Holder shall reasonably request and shall maintain such qualification in effect
so long as required; provided that in no event shall the Company and the
Guarantors be obligated to qualify to do business in any jurisdiction where any
of the Company or the


                                       10
<PAGE>
Guarantors is not then so qualified or to take any action that would subject it
to service of process in suits, other than those arising out of the Initial
Placement, the Registered Exchange Offer or any offering pursuant to a Shelf
Registration Statement, in any such jurisdiction where it is not then so
subject.

            (j) The Company and the Guarantors shall cooperate with the Holders
of Securities to facilitate the timely preparation and delivery of certificates
representing New Securities or Securities to be issued or sold pursuant to any
Registration Statement free of any restrictive legends and in such denominations
and registered in such names as Holders may request.

            (k) (i) Upon the occurrence of any event contemplated by subsections
(c)(ii) through (v) above, the Company and the Guarantors shall promptly (or
within the time period provided for by clause (ii) hereof, if applicable)
prepare a post-effective amendment to the applicable Registration Statement or
an amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered to Initial Purchasers of the
securities included therein, the Prospectus will not include an untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. In such circumstances,
the period of effectiveness of the Exchange Offer Registration Statement
provided for in Section 2 shall be extended by the number of days from and
including the date of the giving of a notice of suspension pursuant to Section
4(c) to and including the date when the Initial Purchasers, the Holders of the
Securities and any known Exchanging Dealer shall have received such amended or
supplemented Prospectus pursuant to this Section.

                  (ii) Upon the occurrence or existence of any pending corporate
            development or any other material event that, in the reasonable
            judgment of the Company and the Guarantors, makes it appropriate to
            suspend the availability of a Shelf Registration Statement and the
            related Prospectus, the Company and the Guarantors shall give notice
            (without notice of the nature or details of such events) to the
            Holders that the availability of the Shelf Registration is suspended
            and, upon actual receipt of any such notice, each Holder agrees not
            to sell any Registrable Securities pursuant to the Shelf
            Registration until such Holder's receipt of copies of the
            supplemented or amended Prospectus provided for in Section 3(i)
            hereof, or until it is advised in writing by the Company and the
            Guarantors that the Prospectus may be used, and has received copies
            of any additional or supplemental filings that are incorporated or
            deemed incorporated by reference in such Prospectus. The Company and
            the Guarantors may give any such notice only twice during any
            365-day period and any such suspensions shall not exceed 60 days for
            each suspension and there shall not be more than two suspensions in
            effect during any 365-day period.

            (l) Not later than the effective date of any Registration Statement,
the Company and the Guarantors shall provide a CUSIP number for the Securities
or the New Securities, as the case may be, registered under such Registration
Statement and provide the


                                       11
<PAGE>
Trustee with printed certificates for such Securities or New Securities, in a
form eligible for deposit with The Depository Trust Company.

            (m) The Company and the Guarantors shall comply in all material
respects with all applicable rules and regulations of the Commission and shall
make generally available to its security holders an earnings statement
satisfying the provisions of Section 11(a) of the Act as soon as practicable
after the effective date of the applicable Registration Statement and in any
event no later than 45 days after the end of a 12-month period (or 90 days, if
such period is a fiscal year) beginning with the first month of the Company's
first fiscal quarter commencing after the effective date of the applicable
Registration Statement.

            (n) The Company and the Guarantors shall cause the New Securities
Indenture to be qualified under the Trust Indenture Act in a timely manner.

            (o) The Company and the Guarantors may require each Holder of
securities to be sold pursuant to any Shelf Registration Statement to furnish to
the Company and the Guarantors such information regarding the Holder and the
distribution of such securities as the Company and the Guarantors may from time
to time reasonably require for inclusion in such Registration Statement. The
Company and the Guarantors may exclude from such Shelf Registration Statement
the Securities of any Holder that unreasonably fails to furnish such information
within a reasonable time after receiving such request.

            (p) In the case of any Shelf Registration Statement, the Company and
the Guarantors shall enter into customary agreements (including, if requested,
an underwriting agreement in customary form) and take all other appropriate
actions in order to expedite or facilitate the registration or the disposition
of the Securities, and in connection therewith, if an underwriting agreement is
entered into, cause the same to contain indemnification provisions and
procedures no less favorable than those set forth in Section 6 hereof.

            (q) In the case of any Shelf Registration Statement, the Company and
the Guarantors shall:

                  (i) make reasonably available for inspection by the Holders of
            Securities to be registered thereunder, any underwriter
            participating in any disposition pursuant to such Registration
            Statement, and any attorney, accountant or other agent retained by
            the Holders or any such underwriter all relevant financial and other
            records and pertinent corporate documents of the Company and its
            subsidiaries;

                  (ii) cause the Company's and each Guarantor's officers,
            directors, employees, accountants and auditors to supply all
            relevant information reasonably requested by the Holders or any such
            underwriter, attorney, accountant or agent in connection with any
            such Registration Statement as is customary for similar due
            diligence examinations;

                  (iii) make such representations and warranties to the Holders
            of Securities registered thereunder and the underwriters, if any, in
            form, substance and scope as are customarily made by issuers to
            underwriters in primary


                                       12
<PAGE>
            underwritten offerings and covering matters including, but not
            limited to, those set forth in the Purchase Agreement;

                  (iv) obtain opinions of counsel to the Company and the
            Guarantors and updates thereof (which counsel and opinions (in form,
            scope and substance) shall be reasonably satisfactory to the
            Managing Underwriters, if any) addressed to each selling Holder and
            the underwriters, if any, covering such matters as are customarily
            covered in opinions requested in underwritten offerings and such
            other matters as may be reasonably requested by such Holders and
            underwriters;

                  (v) obtain "comfort" letters and updates thereof from the
            independent certified public accountants of the Company and the
            Guarantors (and, if necessary, any other independent certified
            public accountants of any subsidiary of the Company or any Guarantor
            or of any business acquired by the Company or any Guarantor for
            which financial statements and financial data are, or are required
            to be, included in the Registration Statement), addressed to each
            selling Holder of Securities registered thereunder and the
            underwriters, if any, in customary form and covering matters of the
            type customarily covered in "comfort" letters in connection with
            primary underwritten offerings; and

                  (vi) deliver such documents and certificates as may be
            reasonably requested by the Majority Holders or the Managing
            Underwriters, if any, including those to evidence compliance with
            Section 4(k) and with any customary conditions contained in the
            underwriting agreement or other agreement entered into by the
            Company and the Guarantors.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this paragraph (q)
shall be performed at (A) the effectiveness of such Registration Statement and
each post-effective amendment thereto; and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder.

            (r) In the case of any Exchange Offer Registration Statement, the
Company and the Guarantors shall, if requested by an Initial Purchaser, or by a
Broker Dealer that holds Securities that were acquired as a result of market
making or other trading activities:

                  (i) make reasonably available for inspection by the requesting
            party, and any attorney, accountant or other agent retained by the
            requesting party, all relevant financial and other records,
            pertinent corporate documents and properties of the Company and its
            subsidiaries;

                  (ii) cause the Company's and each of the Guarantor's officers,
            directors, employees, accountants and auditors to supply all
            relevant information reasonably requested by the requesting party or
            any such attorney, accountant or agent in connection with any such
            Registration Statement as is customary for similar due diligence
            examinations;

                  (iii) make such representations and warranties to the
            requesting party, in form, substance and scope as are customarily
            made by issuers to underwriters


                                       13
<PAGE>
            in primary underwritten offerings and covering matters including,
            but not limited to, those set forth in the Purchase Agreement;

                  (iv) obtain opinions of counsel to the Company and the
            Guarantors and updates thereof (which counsel and opinions (in form,
            scope and substance) shall be reasonably satisfactory to the
            requesting party and its counsel, addressed to the requesting party,
            covering such matters as are customarily covered in opinions
            requested in underwritten offerings and such other matters as may be
            reasonably requested by the requesting party or its counsel;

                  (v) obtain "comfort" letters and updates thereof from the
            independent certified public accountants of the Company and the
            Guarantors (and, if necessary, any other independent certified
            public accountants of any subsidiary of the Company or of any
            business acquired by the Company and the Guarantors for which
            financial statements and financial data are, or are required to be,
            included in the Registration Statement), addressed to the requesting
            party, in customary form and covering matters of the type
            customarily covered in "comfort" letters in connection with primary
            underwritten offerings, or if requested by the requesting party or
            its counsel in lieu of a "comfort" letter, an agreed-upon procedures
            letter under Statement on Auditing Standards No. 35, covering
            matters requested by the requesting party or its counsel; and

                  (vi) deliver such documents and certificates as may be
            reasonably requested by the requesting party or its counsel,
            including those to evidence compliance with Section 4(k) and with
            conditions customarily contained in underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section shall be performed at the close of the Registered Exchange Offer and the
effective date of any post-effective amendment to the Exchange Offer
Registration Statement.

            (s) If a Registered Exchange Offer is to be consummated, upon
delivery of the Securities by Holders to the Company and the Guarantors (or to
such other person as directed by the Company) in exchange for the New
Securities, the Company and the Guarantors shall mark, or caused to be marked,
on the Securities so exchanged that such Securities are being cancelled in
exchange for the New Securities. In no event shall the Securities be marked as
paid or otherwise satisfied.

            (t) The Company and the Guarantors shall use their commercially
reasonable efforts if the Securities have been rated prior to the initial sale
of such Securities, to confirm such ratings will apply to the Securities or the
New Securities, as the case may be, covered by a Registration Statement.

            (u) In the event that any Broker-Dealer shall underwrite any
Securities or participate as a member of an underwriting syndicate or selling
group or "assist in the distribution" (within the meaning of the NASD Rules)
thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect


                                       14
<PAGE>
thereof, or otherwise, the Company and the Guarantors shall assist such
Broker-Dealer in complying with the NASD Rules.

            (v) The Company and the Guarantors shall use their commercially
reasonable efforts to take all other steps necessary to effect the registration
of the Securities or the New Securities, as the case may be, covered by a
Registration Statement.

            5. Registration Expenses. The Company and the Guarantors shall (a)
bear all expenses incurred in connection with the performance of their
obligations under Sections 2, 3 and 4 hereof, (b) in the event of any Shelf
Registration Statement, reimburse the Holders for the reasonable fees and
disbursements of one firm or counsel (which shall initially be Simpson Thacher &
Bartlett LLP, but which may be another nationally recognized law firm
experienced in securities matters designated by the Majority Holders) to act as
counsel for the Holders in connection therewith, and (c) in the case of any
Exchange Offer Registration Statement, reimburse the Initial Purchasers for the
reasonable fees and disbursements of counsel acting in connection therewith;
provided, that the reimbursement of the Initial Purchasers shall not exceed
$10,000 in the aggregate.

            6. Indemnification and Contribution. (a) The Company and each
Guarantor, jointly and severally, agree to indemnify and hold harmless each
Holder of Securities or New Securities, as the case may be, covered by any
Registration Statement, each Initial Purchaser and, with respect to any
Prospectus delivery as contemplated in Section 4(h) hereof, each Exchanging
Dealer, the directors, officers, employees, Affiliates and agents of each such
Holder, Initial Purchaser or Exchanging Dealer and each person who controls any
such Holder, Initial Purchaser or Exchanging Dealer within the meaning of either
the Act or the Exchange Act against any and all losses, claims, damages or
liabilities, joint or several, to which they or any of them may become subject
under the Act, the Exchange Act or other federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement as originally filed or in any amendment thereof, or
in any preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein (in the case of any preliminary
Prospectus or the Prospectus, in the light of the circumstances under which they
were made) not misleading, and agrees to reimburse each such indemnified party,
as incurred, for any legal or other expenses reasonably incurred by it in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company and the Guarantors will
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with written information furnished to the Company and the
Guarantors by or on behalf of the party claiming indemnification specifically
for inclusion therein. This indemnity agreement shall be in addition to any
liability that the Company and the Guarantors may otherwise have.

            The Company and each Guarantor, jointly and severally, also agree to
indemnify as provided in this Section 6(a) or contribute as provided in Section
6(d) hereof to Losses of each


                                       15
<PAGE>
underwriter, if any, of Securities or New Securities, as the case may be,
registered under a Shelf Registration Statement, their directors, officers,
employees, Affiliates or agents and each person who controls such underwriter on
substantially the same basis as that of the indemnification of the Initial
Purchasers and the selling Holders provided in this Section 6(a) and shall, if
requested by any Holder, enter into an underwriting agreement reflecting such
agreement, as provided in Section 4(p) hereof.

            (b) Each Holder of securities covered by a Registration Statement
(including each Initial Purchaser that is a Holder, in such capacity) severally
and not jointly agrees to indemnify and hold harmless the Company, the
Guarantors and each director and each officer of the Company and of the
Guarantors who signs such Registration Statement and each person who controls
the Company and the Guarantors within the meaning of either the Act or the
Exchange Act, to the same extent as the foregoing indemnity from the Company and
each Guarantor to each such Holder, but only with reference to written
information relating to such Holder furnished to the Company by or on behalf of
such Holder specifically for inclusion in the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to any
liability that any such Holder may otherwise have.

            (c) Promptly after receipt by an indemnified party under this
Section 6 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section, notify the indemnifying party in writing of the commencement
thereof; but the failure so to notify the indemnifying party (i) will not
relieve it from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses; and
(ii) will not, in any event, relieve the indemnifying party from any obligations
to any indemnified party other than the indemnification obligation provided in
paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint
counsel (including local counsel) of the indemnifying party's choice at the
indemnifying party's expense to represent the indemnified party in any action
for which indemnification is sought (in which case the indemnifying party shall
not thereafter be responsible for the fees and expenses of any separate counsel,
other than local counsel if not appointed by the indemnifying party, retained by
the indemnified party or parties except as set forth below); provided, however,
that such counsel shall be reasonably satisfactory to the indemnified party.
Notwithstanding the indemnifying party's election to appoint counsel (including
local counsel) to represent the indemnified party in an action, the indemnified
party shall have the right to employ separate counsel (including one local
counsel per jurisdiction), which counsel shall be reasonably acceptable to the
indemnifying party and the indemnifying party shall bear the reasonable fees,
costs and expenses of such separate counsel if (i) the use of counsel chosen by
the indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest; (ii) the actual or potential defendants in,
or targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties that are different from or additional to those available to the
indemnifying party; (iii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of the institution of such action;
or (iv) the indemnifying party shall authorize the indemnified party to employ
separate counsel at the expense of the indemnifying party; provided that the
foregoing expense


                                       16
<PAGE>
reimbursement shall not, as to any indemnified party, apply to the extent it is
finally judicially determined that the indemnified party was grossly negligent
or acted with willful misconduct and such gross negligence or willful misconduct
related to the indemnity provided under paragraph (a) or (b) above.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested that an indemnifying party reimburse the indemnified party
for fees and expenses of counsel as contemplated by this paragraph, the
indemnifying party shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 30
days after receipt by the indemnifying party of such request and (ii) the
indemnifying party shall not have reimbursed the indemnified party in accordance
with such request prior to the date of such settlement. An indemnifying party
will not, without the prior written consent of the indemnified parties, settle
or compromise or consent to the entry of any judgment with respect to any
pending or threatened claim, action, suit or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified parties are actual or potential parties to such claim or action)
unless such settlement, compromise or consent includes an unconditional release
of each indemnified party in form and substance reasonably satisfactory to such
indemnified party from all liability arising out of such claim, action, suit or
proceeding and does not include any statements as to, or any admission of,
fault, culpability or failure to act by or on behalf of any indemnified party.

            (d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party shall
have a joint and several obligation to contribute to the aggregate losses,
claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending any loss, claim,
liability, damage or action) (collectively "Losses") to which such indemnified
party may be subject in such proportion as is appropriate to reflect the
relative benefits received by such indemnifying party, on the one hand, and such
indemnified party, on the other hand, from the Initial Placement and the
Registration Statement which resulted in such Losses; provided, however, that in
no case shall any Initial Purchaser be responsible, in the aggregate, for any
amount in excess of the purchase discount or commission applicable to such
Security, or in the case of a New Security, applicable to the Security that was
exchangeable into such New Security, as set forth in the Final Memorandum, nor
shall any underwriter be responsible for any amount in excess of the
underwriting discount or commission applicable to the securities purchased by
such underwriter under the Registration Statement which resulted in such Losses.
If the allocation provided by the immediately preceding sentence is unavailable
for any reason, the indemnifying party and the indemnified party shall
contribute in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party, on the
one hand, and such indemnified party, on the other hand, in connection with the
statements or omissions which resulted in such Losses as well as any other
relevant equitable considerations. Benefits received by the Company and the
Guarantors shall be deemed to be equal to the total net proceeds from the
Initial Placement (before deducting expenses) as set forth in the Final
Memorandum. Benefits received by the Initial Purchasers shall be deemed to be
equal to the total purchase discounts and commissions as set forth on the cover
page of the Final Memorandum, and benefits received by any other Holders shall
be deemed to be equal to the value of receiving Securities or New Securities, as
applicable, registered under the Act. Benefits received by any underwriter shall
be deemed to be equal to the total underwriting discounts and commissions, as
set forth on the cover page of the Prospectus forming a part of the Registration
Statement which


                                       17
<PAGE>
resulted in such Losses. Relative fault shall be determined by reference to,
among other things, whether any untrue or any alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information provided by the indemnifying party, on the one hand, or by the
indemnified party, on the other hand, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The parties agree that it would not be just
and equitable if contribution were determined by pro rata allocation (even if
the Holders were treated as one entity for such purpose) or any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this paragraph (d), no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section, each person who
controls a Holder within the meaning of either the Act or the Exchange Act and
each director, officer, employee and agent of such Holder shall have the same
rights to contribution as such Holder, and each person who controls the Company
or the Guarantors within the meaning of either the Act or the Exchange Act, each
officer of the Company or the Guarantors who shall have signed the Registration
Statement and each director of the Company or the Guarantors shall have the same
rights to contribution as the Company and the Guarantors, subject in each case
to the applicable terms and conditions of this paragraph (d).

            (e) The provisions of this Section will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder, the
Company or the Guarantors or any of the indemnified persons referred to in this
Section 6, and will survive the sale by a Holder of securities covered by a
Registration Statement.

            7. Underwritten Registrations. (a) If any of the Securities or New
Securities, as the case may be, covered by any Shelf Registration Statement are
to be sold in an underwritten offering, the Managing Underwriters shall be
selected by the Majority Holders.

            (b) No person may participate in any underwritten offering pursuant
to any Shelf Registration Statement, unless such person (i) agrees to sell such
person's Securities or New Securities, as the case may be, on the basis
reasonably provided in any underwriting arrangements approved by the persons
entitled hereunder to approve such arrangements; and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.

            8. Registration Defaults. If any of the following events shall
occur, then the Company and the Guarantors shall pay additional interest (the
"Registration Default Damages") to the Holders of Securities in respect of the
Securities as follows:

            (a) if any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the date specified for such filing in
this Agreement, then Registration Default Damages shall accrue on the
Registrable Securities at a rate of 0.25% per annum for the first 90-day period
from and including such specified date and shall increase by an additional 0.25%
per annum for each subsequent 90-day period thereafter, up to a maximum amount
of 1.00% per annum; or


                                       18
<PAGE>
            (b) if any Registration Statement required by this Agreement is not
declared effective by the Commission on or prior to the date by which
commercially reasonable efforts are to be used to cause such effectiveness under
this Agreement, then commencing on the day after such specified date,
Registration Default Damages shall accrue on the Registrable Securities at a
rate of 0.25% per annum for the first 90-day period from and including such
specified date and shall increase by an additional 0.25% per annum for each
subsequent 90-day period thereafter, up to a maximum amount of 1.00% per annum;
or

            (c) if any Registration Statement required by this Agreement has
been declared effective but ceases to be effective at any time at which it is
required to be effective under this Agreement, then commencing on the day the
Registration Statement ceases to be effective, Registration Default Damages
shall accrue on the Registrable Securities at a rate of 0.25% per annum for the
first 90-day period from and including such specified date and shall increase by
an additional 0.25% per annum for each subsequent 90-day period thereafter, up
to a maximum amount of 1.00% per annum;

provided, however, that (1) upon the filing of the Registration Statement (in
the case of paragraph (a) above), (2) upon the effectiveness of the Registration
Statement (in the case of paragraph (b) above), or (3) upon the effectiveness of
the Registration Statement which had ceased to remain effective (in the case of
paragraph (c) above), Registration Default Damages shall cease to accrue.

            9. No Inconsistent Agreements. Neither the Company nor the
Guarantors have entered into, and each of the Company and the Guarantors agrees
not to enter into, any agreement with respect to its securities or guarantees,
as applicable, that is inconsistent with the rights granted to the Holders
herein or that otherwise conflicts with the provisions hereof.

            10. Amendments and Waivers. The provisions of this Agreement may not
be amended, qualified, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the Company and
the Guarantors have obtained the written consent of the Holders of a majority of
the aggregate principal amount of the Registrable Securities outstanding;
provided that, with respect to any matter that directly or indirectly affects
the rights of any Initial Purchaser hereunder, the Company and the Guarantors
shall obtain the written consent of each such Initial Purchaser against which
such amendment, qualification, supplement, waiver or consent is to be effective;
provided, further, that no amendment, qualification, supplement, waiver or
consent with respect to Section 8 hereof shall be effective as against any
Holder of Registered Securities unless consented to in writing by such Holder;
and provided, further, that the provisions of this Section 10 may not be
amended, qualified, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the Company and
the Guarantors have obtained the written consent of the Initial Purchasers and
each Holder. Notwithstanding the foregoing (except the foregoing provisos), a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders whose Securities or New
Securities, as the case may be, are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other
Holders may be given by the Majority Holders, determined on the basis of
Securities or New Securities, as the case may be, being sold rather than
registered under such Registration Statement.


                                       19
<PAGE>
            11. Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier or air courier guaranteeing overnight delivery:

            (a) if to a Holder, at the most current address given by such holder
to the Company and the Guarantors in accordance with the provisions of this
Section 11, which address initially is, with respect to each Holder, the address
of such Holder maintained by the Registrar under the Indenture;

            (b) if to the Representatives, initially at the address or addresses
set forth in the Purchase Agreement; and

            (c) if to the Company or the Guarantors, initially to the address of
the Company set forth in the Purchase Agreement.

            All such notices and communications shall be deemed to have been
duly given when received.

            The Initial Purchasers or the Company and the Guarantors by notice
to the other parties may designate additional or different addresses for
subsequent notices or communications.

            12. Remedies. Each Holder, in addition to being entitled to exercise
all rights provided to it herein, in the Indenture or in the Purchase Agreement
or granted by law, including recovery of liquidated or other damages, will be
entitled to specific performance of its rights under this Agreement. The Company
and each of the Guarantors agree that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions
of this Agreement and hereby agrees to waive in any action for specific
performance the defense that a remedy at law would be adequate.

            13. Successors. This Agreement shall inure to the benefit of and be
binding upon the parties hereto, their respective successors and assigns,
including, without the need for an express assignment or any consent by the
Company and the Guarantors thereto, subsequent Holders of Securities and the New
Securities, and the indemnified persons referred to in Section 6 hereof. The
Company and each of the Guarantors hereby agree to extend the benefits of this
Agreement to any Holder of Securities and the New Securities, and any such
Holder may specifically enforce the provisions of this Agreement as if an
original party hereto.

            14. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

            15. Headings. The section headings used herein are for convenience
only and shall not affect the construction hereof.

            16. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be


                                       20
<PAGE>
performed in the State of New York. The parties hereto each hereby waive any
right to trial by jury in any action, proceeding or counterclaim arising out of
or relating to this Agreement.

            17. Severability. In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired
or affected thereby, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law.

            18. Securities Held by the Company, etc. Whenever the consent or
approval of Holders of a specified percentage of principal amount of Securities
or New Securities is required hereunder, Securities or New Securities, as
applicable, held by the Company, the Guarantors or their respective Affiliates
(other than subsequent Holders of Securities or New Securities if such
subsequent Holders are deemed to be Affiliates solely by reason of their
holdings of such Securities or New Securities) shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage.


                                       21
<PAGE>
            If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this agreement and your acceptance shall represent a binding agreement among the
Company, the Guarantors and the several Initial Purchasers.

                                      Very truly yours,

                                      THE SCOTTS COMPANY

                                      By: /s/ Rebecca J. Bruening
                                          ----------------------------------
                                        Name:  Rebecca J. Bruening
                                        Title:  Vice President and Treasurer

                                      SCOTTS MANUFACTURING COMPANY

                                      By: /s/ Rebecca J. Bruening
                                          ----------------------------------
                                        Name:  Rebecca J. Bruening
                                        Title:  Vice President and Treasurer

                                      SCOTTS PROFESSIONAL PRODUCTS CO.

                                      By: /s/ Rebecca J. Bruening
                                          ----------------------------------
                                        Name:  Rebecca J. Bruening
                                        Title:  Vice President and Treasurer

                                      SCOTTS PRODUCTS CO.

                                      By: /s/ Rebecca J. Bruening
                                          ----------------------------------
                                        Name:  Rebecca J. Bruening
                                        Title:  Vice President and Treasurer

                                      SCOTTS-SIERRA HORTICULTURAL PRODUCTS
                                      COMPANY

                                      By: /s/ Rebecca J. Bruening
                                          ----------------------------------
                                        Name:  Rebecca J. Bruening
                                        Title:  Vice President and Treasurer

                                      OMS INVESTMENTS, INC.

                                      By: /s/ Rebecca J. Bruening
                                          ----------------------------------
                                        Name:  Rebecca J. Bruening
                                        Title:  Vice President and Treasurer


                                       22
<PAGE>
                                      HYPONEX CORPORATION

                                      By: /s/ Rebecca J. Bruening
                                          ----------------------------------
                                        Name:  Rebecca J. Bruening
                                        Title:  Vice President and Treasurer

                                      SWISS FARMS PRODUCTS, INC.

                                      By: /s/ Rebecca J. Bruening
                                          ----------------------------------
                                        Name:  Rebecca J. Bruening
                                        Title:  Vice President and Treasurer

                                      SCOTTS TEMECULA OPERATIONS, LLC

                                      By: /s/ Rebecca J. Bruening
                                          ----------------------------------
                                        Name:  Rebecca J. Bruening
                                        Title:  Vice President and Treasurer

                                      SCOTTS-SIERRA INVESTMENTS, INC.

                                      By: /s/ Rebecca J. Bruening
                                          ----------------------------------
                                        Name:  Rebecca J. Bruening
                                        Title:  Vice President and Treasurer

                                      SCOTTS-SIERRA CROP PROTECTION COMPANY

                                      By: /s/ Rebecca J. Bruening
                                          ----------------------------------
                                        Name:  Rebecca J. Bruening
                                        Title:  Vice President and Treasurer

                                      MIRACLE-GRO LAWN PRODUCTS, INC.

                                      By: /s/ Rebecca J. Bruening
                                          ----------------------------------
                                        Name:  Rebecca J. Bruening
                                        Title:  Vice President and Treasurer


                                       23
<PAGE>
                                      EG SYSTEMS, INC. (D/B/A SCOTTS
                                      LAWNSERVICE)

                                      By: /s/ Rebecca J. Bruening
                                          ----------------------------------
                                        Name:  Rebecca J. Bruening
                                        Title:  Vice President and Treasurer

The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.

CITIGROUP GLOBAL MARKETS INC.
BANC OF AMERICA SECURITIES LLC
J.P. MORGAN SECURITIES INC.

By:  Citigroup Global Markets Inc.

By    /s/ M. Corey Whisner
      -----------------------------
      Name:  M. Corey Whisner
      Title:  Vice President

For themselves and the other several Initial Purchasers named in Schedule I to
the Purchase Agreement.


                                       24
<PAGE>
                                   SCHEDULE 1

Scotts Manufacturing Company
Scotts Professional Products Co.
Scotts Products Company
Scotts-Sierra Horticultural Products Co.
OMS Investments, Inc.
Hyponex Corporation
Swiss Farms Products, Inc.
Scotts Temecula Operations, LLC
Scotts-Sierra Investments, Inc.
Scotts-Sierra Crop Protection Company
Miracle-Gro Lawn Products, Inc.
EG Systems, Inc. (d/b/a Scotts LawnService)
<PAGE>
                                     ANNEX A

            Each broker-dealer that receives new securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such new securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Act. This prospectus, as it may be amended or supplemented from
time to time, may be used by a broker-dealer in connection with resales of new
securities received in exchange for securities where such securities were
acquired by such broker-dealer as a result of market-making activities or other
trading activities. The company has agreed that, starting on the expiration date
and ending on the close of business one year after the expiration date, it will
make this prospectus available to any broker-dealer for use in connection with
any such resale. See "Plan of Distribution".
<PAGE>
                                     ANNEX B

            Each broker-dealer that receives new securities for its own account
in exchange for securities, where such securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such new securities. See "Plan of Distribution".
<PAGE>
                                     ANNEX C

                              PLAN OF DISTRIBUTION

            Each broker-dealer that receives new securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such new securities. This
prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of new securities received in
exchange for securities where such securities were acquired as a result of
market-making activities or other trading activities. The company has agreed
that, starting on the expiration date and ending on the close of business one
year after the expiration date, it will make this prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any such
resale. In addition, until [ ], 2003, all dealers effecting transactions in the
new securities may be required to deliver a prospectus.

            The company will not receive any proceeds from any sale of new
securities by brokers-dealers. New securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the new securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such new
securities. Any broker-dealer that resales new securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such new securities may be deemed to be
an "underwriter" within the meaning of the Act and any profit of any such resale
of new securities and any commissions or concessions received by any such
persons may be deemed to be underwriting compensation under the Act. The Letter
of Transmittal states that by acknowledging that it will deliver and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is
an "underwriter" within the meaning of the Act.

            For a period of one year after the expiration date, the company will
promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The company has agreed to pay all expenses
incident to the Exchange Offer (including the expenses of one counsel for the
holder of the securities) other than commissions or concessions of any brokers
or dealers and will indemnify the holders of the securities (including any
broker-dealers) against certain liabilities, including liabilities under the
Act.

            [If applicable, add information required by Regulation S-K Items 507
and/or 508.]
<PAGE>
                                     ANNEX D

Rider A

PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH
TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.

Name:
        ---------------------------
Address:
        ---------------------------

        ---------------------------

Rider B

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has no arrangements or understandings with any person to participate in a
distribution of the New Securities. If the undersigned is a Broker-Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchange for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Act.